Full acquisition, minority investment or JV: choosing how to enter an energy project
Compare full acquisition, minority investment and JV structures for Ukrainian energy projects: control, funding, governance, deadlock and exit.
Jurisdiction: Ukraine. Sources reviewed . Periodic review required. Next scheduled editorial review: . Material rule changes require earlier review.
Choose an investment structure by deciding who should control the project, who will fund the next stages and how each party can exit. The ownership percentage is one part of that answer.
A full acquisition can simplify ownership. A minority investment can preserve the developer’s participation. A joint venture, or JV, can bring together capital, land, development work and operating expertise. None of these labels allocates the risks on its own.
This article focuses on a Ukrainian limited liability company used as a special purpose vehicle, or SPV. Other legal forms and cross-border holding structures require separate analysis.
Separate buying an interest from funding the company
If you buy an existing owner’s interest, the purchase price normally goes to that owner. If you subscribe for new capital, the money goes into the company under the agreed structure. A transaction can combine both.
Make a sources-and-uses table: money paid to the seller, new project funding, debt repayment, transaction costs and contingency. This prevents a common misunderstanding in which the parties agree an investment amount but disagree about how much is available for construction.
Buying all of an SPV is also different from buying selected assets. The company remains responsible for its obligations under the separate-liability principle in Article 96 of the Civil Code. Full ownership does not erase its history.
Compare the practical consequences
Table — scroll horizontally if needed
| Question | Full acquisition | Minority investment | Joint venture |
|---|---|---|---|
| Who directs the business? | One owner can organise governance, subject to law and existing obligations | The investor needs clear participation and protection rights | Control depends on the agreed governance; it may be shared |
| Who funds the next stage? | Usually the buyer’s funding plan and agreed lenders | Existing and new owners need a funding agreement | Contributions, milestones and overrun funding must be allocated |
| What stays with the seller or developer? | Often a limited transition or service role, if agreed | An ownership interest and possibly management | A defined development, operating or capital role |
| What can go wrong? | Undiscovered liabilities and dependence on the departing team | Weak information rights, conflicts or dilution | Deadlock, missed contributions and unclear responsibilities |
| How does the investor exit? | A later sale, refinancing or other agreed route | Transfer rights and a workable buyer or exit mechanism | A negotiated sale, buyout or project-specific exit process |
A JV need not be 50/50 and is not necessarily a separate third legal form. It describes a collaboration that may be implemented through shared ownership or other agreements. Define the actual structure.
Check control decision by decision
For a minority investment, list the decisions that materially affect value: budgets, new debt, additional capital, major contracts, asset sales, related-party transactions, distributions and a sale of the company.
Agree which decisions management can make and which require investor consent. Make information rights practical: reporting frequency, model updates, access to records and escalation when information is late.
Do not assume that 51% gives unrestricted power or that 25% gives a universal veto. Article 34 of the LLC Law sets different voting requirements and permits certain charter variations. Review the current charter alongside the exact decision being considered.
A corporate agreement can regulate how participants exercise their rights and can include terms concerning purchases or sales of interests, within the law. Article 7 of the LLC Law is relevant. Have counsel make the charter, corporate agreement and investment documents work together; a commercial term sheet is not the finished legal mechanism.
Agree what happens when more money is needed
Set out the initial contributions, their timing and the evidence required before funds are released. For non-cash contributions, define the asset or right, its value and how it will reach the project company.
Then address overruns. Is further funding mandatory or optional? What happens if one party cannot contribute? Can another party provide debt or new equity, and on what terms? How would dilution—the reduction in an owner’s percentage—be calculated and implemented lawfully?
For an invented example, an investor provides capital while a developer contributes a project expected to be ready for construction. If grid works are delayed, the agreement should identify who manages the problem, who funds the extra cost and what happens to the next capital payment. “We will agree later” leaves the core risk unresolved.
Make deadlock and exit workable
Deadlock means the parties cannot obtain a decision the business needs. Set an escalation process and a timetable. Distinguish an ordinary disagreement from a genuine deadlock that triggers a buyout or sale process.
Review transfer restrictions and pre-emption rights under Articles 20 and 21 of the LLC Law. If the parties want rights to sell together or require others to join a sale, counsel must define their operation and enforceability. Naming a familiar mechanism does not make it effective.
Screen competition approvals before committing to the timetable. Minority rights can affect control, and certain JV structures may constitute a concentration. Articles 22 and 24 of the Competition Law require a transaction-specific assessment. Where prior approval is required, it cannot be treated as a post-closing formality.
For foreign investors, test the intended funding, distribution and exit-payment routes with the transaction bank and counsel. A contractual right to receive money is not confirmation that every cross-border payment route will be available when needed.
Your next step
Write down the control you need, the capital you can commit and the role you want the developer to retain. Share your participation criteria with Tillerstone to focus discussions on a workable structure.
Legal sources checked through Mitralex on 25 September 2026. Governance, funding and exit mechanisms require drafting for the actual parties and company. The example is synthetic.