Protection of Business Real Estate and Land: What to Consider Before and After Acquisition

The State Register of Proprietary Rights is an important, but not the only source of information. A significant portion of rights acquired prior to 2013 is recorded in BTI archives or local repositories rather than in the electronic register.

Particular attention should be paid to:

• properties of older development;
• real estate following reconstruction or redevelopment;
• premises that have undergone privatization or sale through exchange-based mechanisms.

Following the full-scale war, the situation has become more complex — some archives have been lost or damaged. Therefore, comprehensive legal due diligence involves not only requests to the State Register, but also to BTI archives, privatization authorities, architectural departments, and local archives.

A comprehensive review makes it possible to identify issues before entering into a transaction, rather than addressing them in court.

The Unified State Register of Court Decisions is one of the key due diligence tools that businesses often underestimate.

Prior to acquisition, it is advisable to analyze:

• whether the owner is a party to court disputes;
• whether the registration of the property has been challenged;
• whether there are disputes concerning the land plot;
• whether claims have been filed regarding unauthorized construction or the cancellation of state registration.

The practice of the Supreme Court repeatedly emphasizes that the good faith of an acquirer does not always protect them if they could have verified publicly available information about a dispute.

It should also be taken into account that an arrest or other encumbrances may be imposed by a court but not yet entered into the State Register of Proprietary Rights. Therefore, analysis of the court register is not an additional, but a fundamental stage of due diligence.

After acquisition, it is advisable to monitor the situation for at least three years — within the general limitation period.

Registration of ownership rights is only a formal starting point. For businesses, it is essential to establish a system of ongoing legal control.

Practical tools include:

• connecting to monitoring services for changes in the State Register of Proprietary Rights (SMS alerts or automated notifications);
• submitting an application to prohibit registration actions without the owner’s participation;
• regular audits of the property portfolio;
• registration of encumbrances or easements when transferring property for use or as collateral;
• structuring ownership through separate legal entities or holding models.

In certain situations, even preventive judicial measures may be used as a mechanism to protect against bad-faith actions by third parties.

The approach of “purchase and forget” does not work in Ukrainian realities.

The legal fate of a building is inseparably linked to the status of the land.

Even a valid lease agreement does not provide full protection if it is not registered in the State Register of Proprietary Rights. The wording “lease with a right of purchase” also does not guarantee the automatic transfer of ownership — a clear contractual structure is required.

Specific risk factors include:

• use of land not in accordance with its designated purpose;
• boundary overlaps;
• construction without a change of designated land use;
• formal execution of emphyteusis or superficies agreements without proper registration.

Land is not merely the territory beneath a property. It is a separate legal asset that may serve as both a foundation of stability for a business and a source of prolonged disputes.

The protection of business ownership rights is a systematic process: from in-depth due diligence before a transaction to ongoing legal control after registration. In the context of martial law and heightened risks, this is no longer a matter of formality, but one of strategic business security.