Ukraine Commercial Lease: Requirements, Terms, Notarization

The legal framework for commercial real estate leasing in Ukraine is primarily governed by the Civil Code of Ukraine. Following the repeal of the Commercial Code of Ukraine on August 28, 2025 (by Law of Ukraine No. 4196-IX), the Civil Code serves as the primary regulator for agreements between business entities (B2B). Drafting these agreements requires strict adherence to statutory requirements to ensure the contract is legally binding and recognized by tax authorities and courts.

1. Statutory Framework and Essential Terms

Following the repeal of the Commercial Code, commercial leases are primarily governed by the Civil Code. Under Article 638 of the Civil Code of Ukraine, a contract is considered concluded when the parties have reached an agreement on all essential terms.

The essential terms required for a contract to be "concluded" include:

1. The Leased Object: The contract must precisely identify the property (address, square footage, floor plan) (Art. 759 CCU).
2. Rent: The amount of rent and the procedure for its payment (Art. 762 CCU).

While parties may contractually agree on property value, depreciation deductions, and restoration conditions, these are no longer general statutory "essential terms" for private B2B leases under the Civil Code framework, unless specified by special legislation (such as for state or municipal property). Failure to reach agreement on the statutory essential terms (Object and Rent) may lead to the contract being deemed "not concluded" under Article 638 of the Civil Code.

2. Mandatory Notarization and Registration (The 3-Year Rule)

Ukrainian law imposes strict formal requirements based on the lease duration. Under Article 793 of the Civil Code of Ukraine, a lease agreement for a building or other capital structure (or part thereof) must be concluded in written form. If the lease term is three years or more, the agreement is subject to:

1. Mandatory Notarization: The contract must be certified by a notary (Art. 793, Para. 2 CCU). Under Article 220 of the Civil Code, failure to comply with mandatory notarization requirements renders the agreement void (null).
2. State Registration: The right of use (lease) must be registered in the State Register of Property Rights to Real Estate (Article 794 CCU and the Law "On State Registration of Real Rights to Immovable Property").

Leases that do not comply with these mandatory formalities for a term of 3+ years are legally void. To manage administrative costs and registration requirements, many parties choose to conclude leases for a term of 2 years and 11 months, which requires only a simple written form.

3. Corporate Authority and Third-Party Consents

To ensure the enforceability of a commercial lease, parties must verify corporate and third-party permissions:

• Corporate Authority: Verify that the signatory (e.g., the Director) has the authority under the entity's Charter to enter into the lease (Art. 92 CCU). Some Charters require a General Meeting of Shareholders' approval for significant transactions.
• Mortgagee Consent: If the property is mortgaged, the landlord must obtain written consent from the bank (the mortgagee) to lease the premises, unless the mortgage agreement provides otherwise (Article 12 of the Law "On Mortgage"). Without this consent, the lease may be subject to legal challenge.

The Landager platform provides a secure environment for generating and managing commercial lease documentation, ensuring compliance with Ukrainian written form requirements through the use of Qualified Electronic Signatures (QES). This ensures that B2B contracts remain legally robust and ready for audit or judicial review.

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