Commercial Real Estate Rentals in Ukraine: Legal Framework Overview

The commercial real estate market in Ukraine (leasing offices, warehouses, retail spaces) is significantly more complex and strictly regulated than the residential sector. The legal relationship between landlords and tenants of commercial premises is governed by the Civil Code of Ukraine (CCU). The Commercial Code of Ukraine, which previously provided a dual foundation for these agreements, was repealed effective 28 August 2025 pursuant to Law of Ukraine No. 4196-IX.

This shift means that commercial lease agreements now rely on the general and special provisions of the Civil Code, requiring careful drafting to ensure all essential business and tax requirements are met.

1. Primary Regulation: The Civil Code of Ukraine

Following the repeal of the Commercial Code, the relationship between business entities (legal entities, such as an LLC, or registered Private Entrepreneurs - FOP) is governed by the Civil Code.

The key focus for parties is the "Essential Terms of the Contract". Under the Civil Code (Articles 638, 759, and 762), the essential terms for a lease are:

1. The subject matter (the leased object).
2. The rent (price).

The specific five-point list of mandatory terms previously required by Article 284 of the Commercial Code (including depreciation deductions and indexation of property value) is no longer a statutory requirement for private B2B contracts, although parties may still include them voluntarily to ensure clarity in long-term arrangements.

2. Form of the Contract and Notarization (The 3-Year Rule)

As in residential property, the form of a commercial contract is strictly regulated:

• Written form is mandatory: All commercial lease agreements, without exception, require written form and the signatures of authorized persons.

• Notarization and State Registration: According to Articles 793 and 794 of the Civil Code of Ukraine, a lease agreement for a building or other capital structure (or a separate part thereof) concluded for a term of three years or more is subject to mandatory notarization and subsequent state registration of the right of use (lease) in the State Register of Property Rights to Real Estate.

To avoid the costs of notary fees and registration, the vast majority of commercial contracts in Ukraine are concluded for a term of 2 years and 11 months.

3. Tenant's Preemptive Right

Commercial tenants who have faithfully fulfilled their duties have a powerful legal preemptive right to conclude a lease agreement for a new term (Part 1 of Article 777 of the Civil Code of Ukraine) or to buy out the object in case of its sale (Part 2 of Article 777), except for state or communal property. To exercise this right to renew, the tenant is obliged to notify the landlord in writing of their intention to conclude a new agreement before the expiration of the current one (within the period established by the contract, or within a reasonable period).

The owner can refuse only if they intend to use the premises exclusively for their own needs (or if there is evidence of systematic violations by the tenant). If the owner refuses a bona fide tenant and then leases the premises to someone else within a year, the previous tenant has the right to demand through the court the transfer of rights under the new agreement to themselves and compensation for damages.

4. Documenting the Condition of the Premises (Acceptance Certificates)

For warehouses, open-space offices with expensive climate equipment, or retail spaces in shopping and entertainment centers (Malls), signing an Acceptance-Transfer Certificate is critical (Article 795 of the Civil Code of Ukraine). Only this document records the exact technical condition of the premises, indicates defects in the ventilation system prior to the tenant's move-in, and contains the readings of industrial meters. Without it, the tenant will be obliged to return the premises in "perfect" condition, at the expense of their own renovation, even if it was received already damaged.

The lease term is calculated from the moment of signing this certificate unless the contract stipulates otherwise (Article 795 of the Civil Code of Ukraine).

The Landager electronic document management system is specially adapted to the rigid requirements of Ukraine's B2B (business to business) sector. The platform allows companies and entrepreneurs to securely generate commercial lease agreements with all mandatory accounting and tax details (including the generation of invoices and acts of completed works according to State Statistics Service standards), reliably track deadlines for exercising the preemptive right to renew 35-month contracts, and apply Qualified Electronic Signatures (QES), necessary for reporting to tax authorities.

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