Purchase of Business in Ukraine

Many people in the present-day Ukraine would like to do business. One of the best options for new entrepreneurs is purchase of business with real estate, as one of its main assets.  Thus, many people want to buy a supermarket, a hotel, a restaurant, a beauty salon, etc. Of course, purchase is much faster and more profitable than starting business completely from scratch. However, there are many problems that a beginner may face.
The “Bachynskyy & Partners” company offers you our support in business purchasing.
The key problems ofa business purchase
Among the issues that one may face when buying business in Ukraine, we can highlight some of the most important. There are no problems without solution. But if one doesn’t act quickly, the negative consequences may be very serious.
Here is a list of major pitfalls:

  • Sale of problematic businesses;
  • Absense of properly executed title;
  • Other resources (furniture, equipment, etc.) without checks and documents;
  • Lack of required licenses and permits;
  • Lack of intellectual property rights for certain objects.

To deal with these problems in advance, please contact our lawyers.
The implications of these problems
If one doesn’t  avoid these problems, or doesn’t overcome them quickly, they will cause serious consequences.
Often, business owners put up for sale the companies that became unprofitable or difficult to maintain. It means that, together with the desired business, you can buy its debts, litigation and claims from third parties. Of course, such purchase will cause significant financial and time losses.
Sometimes it turns out that the property bought with the company, is not documented properly. Thus, it may belong to an individual, not a company, or to be withdrawn from the authorized capital. In the case of a lease, the contract may be improperly signed and require additional payments. It also happens that the owners have illegally made a reconstruction of the real estate (for example, added additional premises). All this can cause problems with doing business, significant expenses, litigation, fines, etc.
One can also highlight problems with registration of land. Sometimes not the whole plot belongs to the owner, or he has no rights to other resources (such as forests and the lakes located within the land plot), or there are restrictions on the construction of the land. All these factors can cause a long registration, litigation, impossibility to build new buildings. Also, if one buys the land plot and not the corporate rights for it, the title registration procedure will be very long and complicated.
In some cases, sellers do not have all the necessary licenses and permits. This factor extremely complicates both the process of purchase, and further business activity. Since the buyer is forced to obtain the documents on his own, starting a business can be delayed significantly. And undoubtedly, it means additional bureaucratic difficulties.
Another common case is the lack of intellectual property rights for objects that are important for the enterprise. For example, a trademark may happen to be unregistered, or other persons may claim on it. Also, patents for objects used in business may stay unregistered. It is a matter of great importance to ensure that the seller transfers intellectual property rights to the buyer.
“Bachynskyy & Partners” is an expert assistant in purchasing business
Our company has rich experience in purchasing and operating business. In order to protect our Clients from the risks involved in purchasing a company, we conduct detailed audits and legal research. We check the compliance of the object with the documents provided, as well as look for detailed information about the history of the company, its activity, founders and reputation.
Buying a property separately and further establishment of a company, in many cases, is the most profitable strategy. Buying a ready business makes sense only when it has value itself, for example:

  • Trademark;
  • The staff of high-level specialists;
  • Licenses and permissions that are difficult to obtain;
  • Popularity and recognition of the brand, client base.

Depending on the type of object, the examination algorithm will have nuances. For example, when buying a hotel, one needs to check not only the premises, but the land plot, permits, movable property and the history of the company, as well.
Usually purchase of business consists of several stages. First, a review of the object takes place. If it seems attractive, the parties sign a memorandum, or a preliminary purchase agreement. Next, we carry out legal audit. Sometimes the seller needs to structure the business, make certain documents, etc. In such cases, to avoid conflict of interests, we can recommend the seller another law company for these tasks.
When the business is ready for sale, we check whether the approval of the Antimonopoly committee of Ukraine is required, and, if so, we receive it. Afterwards the parties sign the purchase agreement, concerning the very business, movable and immovable property, intellectual property and other objects.
We have a huge experience in supporting purchase of business. We have provided legal support of agreements for the purchase of hotels for more than USD 3 million, cafés, beauty salons, etc. We also have specialized departments for many specific enterprises. In particular, our company consists of departments in the areas of IT, real estate, and agricultural law. As a rule, several departments work together on agreements, so that each lawyer could control the subject within his/her specialization.
Sollution to the business purchase problems
Due to numerous years of our experience, we know how to solve most of the problems one may face when buying an enterprise.
To make sure that new business will not turn into a problem, we use state registries, send inquiries to state bodies, check the existence of lawsuits at the present and in the past.
We carefully check all property documents, compare them with the real situation and analyze contracts.
Only exhaustive analysis can protect our Clients from the purchase of problematic real estate.
When talking about land plots, we carefully check the seller’s rights to it, send attorney’s requests to find out about the potential restrictions regarding this area and debts related to it. We as well specify the procedure of the object redefining, and immediately find out hypothetical complications.
Our specialists carefully check all movable property objects, accuracy of the documents, and control introducing of all of then into the agreement.
We also carefully review the permits that the seller has, and, if they are not enough, help the seller to get the necessary ones.
We check the trademarks for sale, check the existence of court decisions regarding them, and draw up the relevant agreement if intellectual property rights belong to third parties.
Contact us
Acquiring business in Ukraine at the moment is rather complicated. The buyer may have many problems. Therefore, using the services of professionals is the best option. “Bachynskyy & Partners” has been a respected team of experts in the field of legal services for many years. We service a large number of big companies as well as government agencies. If you look for a reliable legal assistance in buying and doing business, please contact us.]]>

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A new law on virtual assets: the picture is formed, but without details. On September 8, 2021, the Verkhovna Rada has finally adopted the long-awaited law "On Virtual Assets", which clarified many ambiguous points. This is especially true for the status of cryptocurrency and the rules of its circulation in the country. Let`s take a closer look at novelties. An ambiguous term Let's start with what the legislator actually means by "virtual assets". There are the following features:  they are an intangible good (cannot be represented on tangible media)  fall under the list of objects of civil rights (that is, they can be owned and be disposed of)  represent an electronic form of a set of data (essentially, they are blocks of information put in order);  the existence and circulation of assets are due to software tools (specific electronic environment). From these features we can draw the following conclusion: virtual assets are not limited to cryptocurrency. Digital currency is part of the concept, but other instruments, such as tokens, NFTs, or even in-game items, fall under the definition. Actually, the actual existence of most digital products, having a certain value, is due to the software environment (ecosystem), either it is blockchain technology, a trading platform, or an online game server. It should be noted that the attempt to define virtual assets was already made in the adopted Law of Ukraine in counteracting money laundering. In this act, they understand it as digital means of payment, which goes against the new definition. As a result, there are now two different explanations for virtual assets, which causes significant confusion not only in regulation but also in interpretation. It is definitely necessary to expect clarifications from competent state bodies. Let's return to the new law. Its application covers legal relations in which the "Ukrainian element" is present:  provider or recipient of services represented in Ukraine;  an agreement according to which the turnover of virtual assets is carried out in accordance with Ukrainian legislation;  the acquirer of assets (or both counterparties) is a resident(s) of Ukraine. The law also introduces an interesting division of all virtual assets into two groups: secured and unsecured. Here again, there is a problem of interpretation. The first category includes products exchanged for (state) currency, the second category includes instruments that can be exchanged only for other digital assets. There is an alternative opinion: that the turnover of secured assets is supported by real goods (money or other property), while unsecured ones are not supported by anything. The latter interpretation is the most credible, as the new law stipulates that virtual assets are NOT means of payment. Moreover, they cannot be exchanged for real goods, be they property, services or money. This significantly narrows the potential for the use of virtual assets not only for commercial but also for civilian purposes. About obligatory licensing The new law states that in some cases, the use of virtual assets will require licensing. The 4 types of activity are mentioned:  storage and management of virtual assets (or its` keys)  servicing of exchange operations with virtual assets (both for other analogues and for real goods);  translation of digital assets;  any intermediary services. A list is quite impressive, but there are some important exclusions:  if your service works with cryptocurrency wallet (it means users can dispose of accumulations into cryptocurrency independently);  If your service works on smart contracts or decentralized protocol, based on which internal transfers are performed. As to intermediary services, everything is more compicated. Actually, any mediation is based on the public share offering. That is why it is subject to licensing. How to get a license? A company that wishes on legal grounds to engage in virtual assets must satisfy legislative requirements. The key role is played by the minimum amount of the statutory capital, which equals 1,19 million hryvnyas (for non-residents it is 5,95 million hryvnyas) in case of storage and administration. For other types of activity (trading, translation and mediation services) the minimum size of the statutory capital amounts to 595 thousand hryvnyas (for non-residents is 2,98 million hryvnyas). The order of the registration of license:  to compose an application and prepare documents.  to pay state fee (68-136 thousand hryvnyas for residents and 340-680 thousand hryvnyas is for non-residents).  to pend review of the request (30 days).  to get a license. The duration of the license is 1 year. 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20/01/2022

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