On 16 April 2025, Law-12230 was adopted, introducing amendments to the procedure for privatisation of state and municipal property that has been leased.
Prior to these amendments, the Law of Ukraine On Privatisation of State and Municipal Property allowed tenants who had carried out inseparable improvements amounting to at least 25% of the market value of the asset to acquire the leased property through direct purchase, bypassing the auction process. This often led to abuses and, in some cases, undervaluation of state and municipal assets.
What has changed?
The option of direct (non-auction) purchase has been abolished. Instead, new forms of privatisation are introduced for leased assets:
- privatisation auction of a leased property with inseparable improvements – a transitional mechanism applicable to tenants who had obtained approval for improvements prior to the entry into force of these amendments;
- privatization auction with compensation conditions – applicable where inseparable improvements were made after the new rules come into effect.
Detailed procedures for conducting such auctions are to be established by the Cabinet of Ministers of Ukraine (CMU).
Conditions for tenant participation in privatisation auctions with improvements
A tenant who has carried out inseparable improvements may acquire the leased property at the highest bid submitted at auction, provided that the following criteria are met:
- the value of the inseparable improvements equals or exceeds 25% of the market value of the leased property (as determined in accordance with the methodology approved by the CMU);
- the improvements were properly authorised – the tenant obtained written consent for their implementation;
- the inseparable nature and scope of the improvements have been confirmed by a construction expert's opinion, and their value has been confirmed by a valuation report;
- the lease agreement is valid at the time the privatisation decision is made, and the tenant has duly complied with its terms, with no outstanding rent payments.
The tenant must confirm their consent to pay the highest proposed auction price, or alternatively, provide advance consent to pay the second-highest bid.
Compensation
If the winning bidder is not the tenant, the tenant is entitled to compensation for the value of the improvements, regardless of whether they participated in the auction, provided that:
- the privatisation procedure includes compensation for inseparable improvements made by the lessee;
or
- the tenant either declined to exercise the pre-emptive right or was unable to do so.
If the tenant wins the auction, the value of the confirmed improvements will be credited against the final purchase price of the asset.
The amount of compensation is calculated proportionally to the sale price but shall not exceed the actual value of the improvements as confirmed by the construction expert's opinion.
Is direct purchase still available?
The direct purchase mechanism remains available only if a single participant applies for privatisation. In such cases, the asset may be sold to the applicant at the price they offer, provided that it is not lower than the starting price.
When do the changes take effect?
The changes will enter into force one year after their official publication.
As of May 2025, Law-12230 is pending signature by the president of Ukraine.