Head of International Corporate Law and Fintech Practice
Expert in fintech, crypto, and international corporate law with over 20 years of experience. Specializes in crypto licensing (VASP/CASP), iGaming business support, and international structuring, asset protection, and OSINT analytics for risk assessment and due diligence.
Case: Support for the purchase of corporate rights of an LLC
In 2025, investors are increasingly considering the acquisition of corporate rights in limited liability companies (LLCs) with real estate or land plots contributed to their share capital. This approach allows direct control over the asset and avoids certain procedures related to the registration of property rights. However, such transactions require a high level of legal support.
The law firm “Prikhodko & Partners” has repeatedly supported transactions involving corporate rights. One of the latest cases concerned the acquisition by a client of an LLC with a land plot worth UAH 12 million in Western Ukraine, intended for the construction of a shopping center.
Client’s Request
In September 2025, an investor approached us, interested in entering the Ukrainian commercial real estate market. The goals of the transaction were:
- acquisition of corporate rights in an LLC with a land plot of almost 1 hectare;
- verification of the asset’s “clean title” for future shopping center construction;
- structuring the transaction to optimize tax burden;
- minimization of possible post-transaction risks.
Work Stages
- Audit of corporate and land documentation
On 11.09.2025, Prikhodko & Partners lawyers started a comprehensive audit:
- reviewed corporate documents;
- conducted land plot due diligence in the State Land Cadastre and Register of Property Rights.
- Verification of restrictions and zoning
- no need to change the land plot’s designation for commercial development;
- urban planning conditions and restrictions requiring coordination with local authorities;
- absence of litigation and debt obligations, confirming the asset’s “clean title.”
- Tax consultation
On 21.09.2025, the client received a tax consultation with three structuring options:
- Direct purchase of corporate rights.
- Additional investment in share capital with subsequent change of participants.
- Establishment of a holding company to own the asset.
We calculated the tax implications for each option (corporate income tax, VAT on land transactions in case of resale, specifics of dividend taxation).
- Transaction and registration
On 29.09.2025, a corporate rights purchase agreement for the LLC was executed. The transaction was notarized, and changes were registered in the Unified State Register (USR).
- Next steps
On 02.10.2025, we prepared documents for the client to further utilize the land plot:
- package for obtaining urban planning conditions;
- draft preliminary agreements with contractors;
- financing scheme for the shopping center construction considering foreign investments.
Typical document package in such transactions
Acquiring corporate rights in an LLC with a land plot requires:
- Articles of Association and registration documents of the LLC;
- shareholders’ decision on contribution;
- extract from the USR;
- extract from the State Land Cadastre and Property Rights Register;
- certificates confirming absence of debt obligations;
- act of transfer of the share in the share capital.
Prikhodko & Partners lawyers additionally verify: compliance of cadastral numbers, absence of mortgages, and any restrictions on land use.
How We Help Clients
The firm “Prikhodko & Partners” provides comprehensive support:
- audit of corporate documents;
- due diligence of assets;
- tax structuring of the transaction;
- negotiations with the seller and notarization;
- post-transaction support.
Acquiring an LLC with a land plot in its share capital is an effective tool for investors who want to quickly gain control over land for large-scale projects. However, without thorough legal support, such transactions may involve significant risks.
The “Prikhodko & Partners” team guarantees transparency and safety at every stage of the transaction, allowing clients to focus on the main goal — business development.
Telegram
Viber
WhatsApp
Facebook
Instagram