Documents for Selling an Agribusiness in Ukraine
An Owner’s Guide

The records depend on what is being sold. A buyer of company shares examines the company, including its rights and liabilities. A buyer of selected assets needs evidence of ownership or use and a way to transfer each asset. This is a preparation guide, not a universal statutory checklist.

01 · DOCUMENTS

1. Define what the buyer would acquire

List the selling parties, companies involved and assets held by each. Distinguish land owned from land leased, and show where buildings, machinery, inventory, debt and material contracts sit. State which rights and assets are offered and what is excluded.

For example, one company may lease the farmland while another group company owns the storage facility. A single land-bank figure cannot explain that arrangement. The example is illustrative and does not describe a particular LandMarket asset. See our guides to share sales and asset sales and selling an agribusiness.

02 · DOCUMENTS

2. Prepare a short introduction

An initial buyer summary can cover:

• the business activity and operating regions;
• approximate land area, with a clear definition of what it includes;
• an anonymised summary of lease expiry dates;
• principal facilities, equipment and infrastructure;
• selected financial figures with periods and sources, if the owner chooses to disclose them;
• the proposed sale structure and matters still being checked.

Reconcile figures to internal records. Label unverified information as preliminary. Leave landowners’ contact details, full contracts, bank details and sensitive commercial terms out of materials circulated to a broad buyer group.

03 · DOCUMENTS

3. Release details in stages

Once the buyer, review purpose and access group are clear, agree confidentiality and access terms. Depending on the stage, provide an ownership chart, current company-register information, the proposed list of assets and liabilities, financial statements, a land and lease register, and summaries of loans, security, disputes and material contracts.

A Ukrainian company-register extract helps establish registered information; it does not on its own prove that a signatory has every approval needed for a particular deal. Limit sensitive personal information to what the review requires and handle it under Ukraine’s personal-data law.

04 · DOCUMENTS

4. Assemble the full buyer-review package

Company and seller authority. Collect the charter, participant and management information, signatory authority, material corporate resolutions and relevant ownership history. For shares in a Ukrainian limited liability company, legal counsel should review participants’ pre-emption rights, charter restrictions, payment for the shares and formalities under the LLC law. If the transaction involves acquiring control, assess whether Antimonopoly Committee clearance is required. It is not required for every sale.

Finance and taxes. Prepare financial statements, accounting records for revenue and costs, debt, receivables, payables, significant related-party transactions, tax filings, and material audits or disputes. Explain significant differences between management figures and statutory accounts. A tax no-arrears certificate is not a universal sale requirement. The accounting law provides the general reporting framework.

Land and leases. Link each material parcel’s cadastral number and area to its tenant, lease and amendments, term, rent, subleases, registered rights and known disputes. Show lease expiries by year. Compare the contract, cadastral information and registered rights separately: each records different information. Relevant rules include the Land Lease Law, the State Land Cadastre Law and the Property Rights Registration Law. See the land-bank preparation guide.

Buildings, equipment and inventory. Collect title or use documents, real-estate registration information, technical records, equipment lists, lease and security documents. Distinguish the company’s own assets from leased assets and property held by another person. Reconcile inventory records with actual stocks.

Permits and operations. List licences, permits and declarations that actually apply to the business, with the holder and expiry date. An asset sale does not necessarily transfer a permit; check the rules for that permit and transaction.

People and contracts. Prepare an anonymised workforce summary, material employment obligations and an index of important sales, supply, storage, finance and insurance agreements. Flag counterparty consent, change-of-control and termination clauses. Restrict access to employee personal data.

Debt, disputes and restrictions. Record loans, guarantees, pledges, mortgages, litigation, claims and restrictions on assets in one list. Identify the evidence, counterparty, amount or subject, current status and possible effect on the sale. Screen transaction parties against Ukraine’s State Register of Sanctions and other applicable regimes. Record any documented wartime damage or operating disruption relevant to the business.

05 · DOCUMENTS

Organise a data room

A data room is a controlled online space where a buyer and its advisers review agreed records. Group files under company, finance, land, property, permits, people, contracts, debt and disputes. Keep an index showing the company, period and issue covered by each file.

Set different access levels and track buyer questions. Share anonymised or summary information first; release detailed records to people who need them for the review. Keep originals securely and arrange inspection when necessary. Review access after negotiations end under the parties’ agreement.

06 · DOCUMENTS

Gaps that often delay a review

• The land area in the presentation differs from the lease register.
• A key asset belongs to another company or person.
• A lease amendment or evidence of a registered right is missing.
• Rent payments do not reconcile with accounting records.
• It is unclear whether a lender, company participant or contract counterparty must consent.
• Disputes and encumbrances surface only after the review has begun.

Record each issue, the person checking it, the missing evidence and a possible solution. If a document is unavailable, tell the buyer what is known and what remains to be verified.