UKRAINE Law and Practice Contributed by: Timur Bondaryev, Maryna Sharapa, Andrii Pidhainyi and Olena Yurets, Arzinger
tal). The agreements providing for transfer of title to real estate are subject to notarisation. The notary also validates the agreement’s provision for compliance with the law. The property rights are subject to registration with the Property Reg - ister, which can also be performed by a notary. Title insurance as a product is not very popular on the Ukrainian market. Despite the difficulties with notarisation caused by COVID-19 and the Russian invasion of Ukraine, the procedure has not changed.
Typical representations and warranties in com - mercial real estate transactions are: • clear title; • absence of third-party rights and encum - brances; Others may depend on the industry or on the position of the parties. For instance, a purchas - er with a strong negotiation position usually requires warranties and/or indemnities on the title history. There are no specific COVID-19-re - lated warranties/representations. • absence of disputes; and • necessity for capital repair. Ukrainian law provides for very basic protection of the buyer against the seller’s misrepresenta - tion. There is a rule that an agreement concluded as a result of a lie (ie, where the agreement would not have been concluded if not for the lie) may be invalidated in court. However, buyers rarely rely on this rule, as in Ukraine it may be quite complicated to prove the forgoing circumstanc - es. This is one of the main reasons why English law is chosen as the governing law in the major - ity of large real estate transactions. Ukrainian insurance practice does not offer rep - resentation and warranty insurance. 2.6 Important Areas of Law for Investors Civil law, land law, banking and tax are the most important areas of law for an investor to consider when purchasing real estate in Ukraine. Trans - actions involving major real estate assets and yielding properties may be subject to merger control approval. FDI screening is not available in Ukraine. How - ever, the Ukrainian Antimonopoly Committee is vested with the powers to block transactions
2.4 Real Estate Due Diligence Due diligence (DD) usually includes:
• the verification of various public registers (including litigation and insolvency registers, and title register); • review of title validity; • encumbrances; • title transfer history; • effective urban planning documents; • disputes; and • leases. The presence of sanctions imposed on the coun - terparty and related parties is also reviewed. The full-scale invasion of Ukraine by Russia had a significant impact on the DD process. Due to limited access to registers, not all information
can be found in the public domain. 2.5 Typical Representations and Warranties
Warranties were only introduced into Ukrainian law in July 2021, and this is why the majority of commercial property deals are structured as share deals outside Ukraine to allow the applica - tion of foreign law.
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