Real estate transactions—whether involving a private house or an apartment—require a formal legal procedure. The key document governing such transactions is the sale and purchase agreement, which provides for the transfer of ownership rights from one party to another. A notary duly formalises the transaction, ensuring it will produce legal consequences in the future.
This article outlines the key aspects that should be carefully considered.
Under Ukrainian law, the subject matter of a contract is considered an essential term for all types of agreements. It may include any property owned by the seller at the time of conclusion of the contract, property rights, as well as “future assets” (i.e. property to be created by the seller in the future).
By its legal nature, a sale and purchase agreement is consensual, bilateral (mutual), and onerous.
Article 203 of the Civil Code of Ukraine establishes the general requirements for the validity of a transaction, including legality of its content, legal capacity of the parties, proper expression of will, and compliance with the required form.
In real estate transactions, one of the key safeguards of legality and security is the proper verification of the legal status of the parties.
A sale and purchase agreement may only be concluded by parties possessing civil legal capacity and acting within their rights and obligations in accordance with Articles 203 and 215 of the Civil Code of Ukraine.
Both individuals and legal entities may act as parties to a transaction.
With respect to individuals, several factors directly affect the validity of the agreement:
These requirements ensure compliance with civil and family law provisions. Issues of full, partial, and limited legal capacity are governed by Articles 30–34 of the Civil Code of Ukraine.
Full legal capacity may also arise before reaching the age of majority in specific cases, such as marriage, employment from the age of sixteen, or parenthood.
Identification is carried out based on a passport or other identity document, as well as the taxpayer identification number. The accuracy of data is verified through:
A separate issue concerns property held under joint marital ownership. Pursuant to Article 65 of the Family Code of Ukraine, notarised consent of the other spouse is required for the disposal of such property.
Failure to obtain such consent may result in the transaction being declared invalid, while transactions concluded under fraud may be challenged in court.
In addition, the rights of minor children registered in the property must be taken into account, as they are protected by the state. In such cases, approval from guardianship authorities is required.
Following verification of all documents, the notary formalises the agreement, which must include:
All information is verified through the relevant state registers, including the State Register of Property Rights.
Representation is also common in practice. In such cases, the representative must act within duly granted authority confirmed by a notarised power of attorney valid at the time of the transaction.
In transactions involving legal entities, the notary must analyse corporate documents governing:
Typically, such documents include the company’s charter, which defines:
In addition, resolutions of the general meeting or other authorised body must be reviewed to confirm:
In certain cases, a transaction may qualify as a “significant transaction”, i.e. one exceeding a statutory threshold (typically 50% of net assets for LLCs and 10% for state-owned enterprises).
Such transactions require prior approval by the competent corporate body. This requirement is intended to prevent management from entering into transactions that could harm the company.
Relevant provisions are set out in:
Under Article 191 of the Civil Code of Ukraine, an enterprise is recognised as a single имущественный комплекс (property complex) used for business activities and classified as real estate.
A sale and purchase agreement for an enterprise provides for the transfer of ownership, subject to agreement on all essential terms (Article 638 of the Civil Code of Ukraine).
Such agreements have specific features, as the buyer acquires not only real estate, but also:
Certain categories of real estate cannot be subject to sale and purchase agreements, including:
Before entering into a transaction, it is essential to verify that the property does not fall within these categories and that all required documents are in place.
The Supreme Court has addressed disputes involving real estate transactions in several cases.
In case No. 504/3085/20 (24 February 2025), the Court considered a situation where the seller was represented by an agent, while the buyer was related to that agent. The dispute concerned alleged collusion and bad faith.
The Court held that failure by the seller to receive payment does not automatically render the agreement invalid, as improper performance is not in itself grounds for invalidation.
In another case (No. 754/18852/21), the Civil Cassation Court clarified that creditors may challenge fraudulent transactions (fraudulent conveyances), even if their claims arose later.
A transaction may be deemed fraudulent if it is aimed at avoiding debt repayment or granting unfair preference to one creditor over another, contrary to the principle of good faith.
Relevant factors include:
A real estate sale and purchase agreement is a legal instrument under which the seller transfers (or undertakes to transfer) ownership of property to the buyer, and the buyer accepts (or undertakes to accept) the property and pay the agreed price.
Pursuant to Article 657 of the Civil Code of Ukraine, such agreements must:
Only after notarisation is ownership registered in the State Register of Property Rights.
For maximum legal protection, the agreement should include all essential terms, including: