[BUYING AND SELLING REAL ESTATE IN UKRAINE] 263
A share deal does not entail registration of transfer of ownership title to real estate, though within the share deal a target company is acquired by the purchaser along with all its rights, obligations and liabilities. Contrary to an asset deal, a share deal may be governed by foreign law according to the parties’ choice. ХI. Acquisition of future real estate objects The Ukrainian legislation also provides for the specific regulations and establishes the set of guarantees for the buyers on the primary real estate market, who intend to purchase the real estate objects which are already under construction or which are to be constructed in the future. These regulations relate mostly to residential real estate objects such as apartments in the multi-apartment buildings. Under the law, the most of such real estate objects are allowed for sale to investors when the seller (e.g. developer) initially registers a special property right to such objects in the Registry (including to all separate apartments/other residential or non-residential premises in such object if any). Such special property right is terminated after the commissioning of the completed object and the state registration of ownership title to the corresponding real estate object. The special property right is covered by guarantees regarding the protection of the ownership title, including the removal of obstacles to the exercise of the special property right, recognition of the special property right in case it is being disputed, recognition of the ownership title after commissioning the object, etc. Upon conditions and regulations established by laws, the special property right to the object is transferred and re-registered to the buyer. In particular, upon first sale of the object, the
special property right to the object is transferred to the buyer upon full payment of the object price by the buyer if earlier transfer of such right to the buyer is not prescribed by SPA. The law also establishes the set of specific regulations related to the sale-purchase of such objects (including requirements to the SPAs) depending on the particular object and sequence of alienation of the object (first/second/next sales). In particular, the SPA for the first sale shall contain, among others, the following essential terms and conditions: main technical characteristics of the real estate object (including description of the main structural elements and engineering equipment, energy efficiency class), graphical representation of the location of the object on the general plan of the construction site, the term for returning funds to the buyer in case of early termination of the SPA (not more than 60 calendar days from the date of termination of the SPA), the term for returning the overpaid funds to the buyer, if, according to the results of the technical inventory, the actual total area of the real estate object turns out to be less than the area specified in SPA (not more than 60 calendar days from the day of state registration of the ownership title to the relevant real estate object to the buyer), etc. *** The above information is provided for general understanding and information purposes only. Real estate acquisition may also involve other legal and tax aspects. In general, information is provided according to the standard legislation of Ukraine and does not focus on specific regulations that may from time to time be introduced into the legislation of Ukraine due to the martial law introduced in Ukraine since February 24, 2022 in response to the military aggression of the Russian Federation against Ukraine. We strongly advise that legal and tax advisors be involved in order to ensure that each specific case is
ILN Real Estate Group – Buying and Selling Real Estate Series
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