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.
Legal support of mergers and acquisitions of companies in Ukraine
Mergers and acquisitions (M&A) is a complex and multifaceted process that involves the merger of two or more companies or the acquisition of one company by another.
In Ukraine, M&A deals are regulated by a number of legislative acts aimed at protecting the interests of all parties to the process.
Legal support of such agreements is critical to ensure their compliance with the law and avoid possible risks.
Legislative requirements for M&A in Ukraine
Legal support of M&A agreements is based on the following key legal acts:
- Civil Code of Ukraine (CCU) — defines the general rules of concluding agreements and regulates the issue of legal succession.
- Economic Code of Ukraine (HKU) — regulates the activities of business entities, including their merger and reorganization.
- The Law of Ukraine “On Joint Stock Companies” — establishes the specifics of mergers and acquisitions for joint-stock companies.
- Antimonopoly legislation — in accordance with the Law of Ukraine “On the Protection of Economic Competition”, the implementation of a concentration (merger, takeover) requires the permission of the Antimonopoly Committee of Ukraine (AMCU), if the relevant thresholds of income or assets are exceeded.
- Labor legislation — regulates the rights of employees in the process of company reorganization.
- Tax Code of Ukraine (PKU) — determines the tax consequences of M&A transactions.
It is important that all actions comply with the requirements of these regulations, as their violation may result in fines or invalidation of the agreement.
The process of mergers and acquisitions of companies
The M&A procedure in Ukraine consists of several stages:
Preparatory stage:
- Conducting preliminary negotiations between the parties.
- Entering into a non-disclosure agreement (NDA) to protect commercial information.
- Involvement of legal, financial and technical advisors for assessment of assets and risks.
Due Diligence:
- A comprehensive review of the legal, financial, tax and technical status of the company that is the object of a merger or acquisition.
- Identification of possible risks (lawsuits, debt obligations, non-compliance with regulatory requirements).
Structure of the agreement:
- Choosing the optimal deal model: full merger, acquisition of a controlling stake, pooling of assets, etc.
- Preparation of the structure of the agreement taking into account tax and legal aspects.
Obtaining permits:
- Submitting an application to AMCU to obtain a concentration permit (if necessary).
- Coordination with other regulatory authorities, if required by industry legislation (for example, for the banking or energy sector).
Conclusion of the agreement:
- Signing contracts for the sale of shares or assets.
- Registration of changes in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations.
Integration:
Implementation of the plan for the integration of the companies after the completion of the transaction, including reorganization of personnel, consolidation of assets and adaptation of business processes.
Necessary documents
A package of documents is required for the execution of an M&A agreement, which includes:
Founding documents of companies:
- Statute.
- Extracts from the EDR.
- Creation protocol.
Financial reporting:
Balance sheets, reports on financial results, tax declarations.
Legal documentation:
- Contracts, licenses, permits, patents, trademarks.
- List of litigation or claims.
Personnel:
Information about labor contracts, collective agreements.
Documents for AMKU:
- Form of concentration, description of the agreement, data on the company’s income/assets.
- Depending on the specifics of the agreement, the list of documents may be expanded.
Terms of implementation of M&A
The terms of completion of M&A deals depend on the complexity of the process, industry requirements and the need to obtain permits.
On average, the procedure can last:
- Preparation stage and Due Diligence — from 2 to 6 months.
- Obtaining AMKU permits — up to 3 months (with a possible extension depending on the complexity).
- Registration of changes — up to 1 month.
- Integration — from several months to a year.
Why choose “Prikhodko and Partners”
The legal company “Prikhodko and Partners” has many years of experience in supporting M&A transactions in Ukraine.
We offer:
- A comprehensive approach to each project.
- A highly qualified team of lawyers and experts.
- Minimization of risks and maximum transparency of transactions.
Contact us for professional merger and acquisition legal support and we will help you achieve success in your business strategy.
Calculate the cost of services
1 question
Are your M&A companies registered in Kyiv or Kyiv region?
2 question
Are there owners of companies located abroad?
3 question
Do you need M&A advice?
You may also need:
Obtaining a casino license in Ukraine
Read more
Increase in the authorized capital of the enterprise
Read more
Change of the director of the joint-stock company
Read more
Mediation of corporate disputes
Read more
Liquidation of a representative office of a foreign company in Ukraine
Read more
Liquidation of problematic assets in Ukraine
Read more
LLC Liquidation in Ukraine
Read more
Obtaining a license for passenger transportation
Read more
Creation of a foreign holding in Ukraine
Read more
Hazardous waste license
Read more
License to import medicinal products in Ukraine
Read more
Development of MSA contracts
Read morecall back
during the day
Telegram
Viber
WhatsApp
Facebook
Instagram