Buying an energy project in Ukraine: from first criteria to closing
A practical guide to buying an energy project in Ukraine: investment criteria, evidence, due diligence, transaction terms, closing and handover.
Jurisdiction: Ukraine. Sources reviewed . Periodic review required. Next scheduled editorial review: . Material rule changes require earlier review.
Buying an energy project starts with three questions: what exactly are you buying, which facts support its value, and what must happen before you pay? A clear answer to each is more useful than a long list of attractive projects.
This guide is for professional investors considering a Ukrainian energy project. It explains the decisions that connect the first search to ownership and operational handover.
Start with a brief that can reject a project
Write down your preferred technology, location, stage, investment size and ownership role. Decide which risks you can accept. An operating solar plant, a development site and a battery project awaiting a connection need different budgets and skills.
Separate the amount available to buy the project from the amount available to finish and operate it. Include construction, connection works, adviser costs, taxes, working capital and a contingency. Working capital is the money needed to pay bills before customer payments arrive.
Make the brief specific enough to say no. For example: “We can fund remaining grid works, but we will not acquire a project without a documented route to the connection point.” That is a useful investment condition, not a universal rule for every buyer.
Establish the object of the transaction
A special purpose vehicle, or SPV, is the company holding the project. Buying its shares or ownership interests is different from buying equipment, land rights or other assets individually.
In a company acquisition, the company remains responsible for its obligations. Its old debts do not disappear when its owners change. The investor is exposed to their economic effect through the acquired business; that does not automatically make every company debt the investor’s personal liability. This distinction follows the separate-liability principle in Article 96 of the Civil Code.
Before discussing price, identify the seller, the project company, the assets it actually holds and any important rights held by another group company. Ask whether shareholder loans are included in the proposed sale or must be repaid separately.
Use decision gates
The sequence below is a practical working method. The parties can adapt it to the project.
Table — scroll horizontally if needed
| Decision | Minimum evidence | Lead responsibility | Reason to pause |
|---|---|---|---|
| Does it fit? | Dated project summary and transaction outline | Investor | Stage, budget or risk outside the brief |
| Is deeper review justified? | Ownership overview, land and grid summary, main revenue assumptions | Investor with seller | Material claims have no identifiable source |
| Can we make an indicative offer? | Preliminary budget, valuation range and open issues | Investment team | Price cannot be reconciled with remaining costs |
| Can we sign? | Legal, technical and financial findings; agreed risk allocation | Advisers and parties | A critical right is missing or an approval route is unresolved |
| Can we close? | Evidence that agreed closing conditions are met | Transaction leads | Missing consent, release, funding or transfer document |
| Can we take over? | Operating records, authorised access and handover plan | New owner and operator | Nobody can manage the asset on day one |
An indicative offer should identify its assumptions. State whether the price is for the whole business or the seller’s equity, how debt and cash will be treated, and what could change the offer after review. Have counsel distinguish any binding provisions, such as confidentiality or exclusivity, from the non-binding price proposal.
Turn findings into decisions
Due diligence means checking the business and its documents before committing. It should produce decisions, not just reports.
For each finding, choose an action: obtain a missing document, require a correction before closing, change the price, retain part of the payment, agree a specific contractual protection, or walk away. A protection has value only if it is enforceable and the party giving it can meet the obligation.
Review land, construction, grid connection, licences and commercial arrangements separately. Article 8 of the Electricity Market Law sets the licensing framework, with exceptions. An investor should verify the route applicable to the project’s actual activities rather than infer compliance from installed equipment.
Check transaction approvals early. Acquisitions of control and some joint ventures fall within Ukraine’s concentration rules; whether prior approval is required depends on the transaction and the statutory tests. Review the parties’ wider groups, not just the SPV. See Articles 22 and 24 of the Competition Law.
Distinguish signing, closing and handover
Signing records the agreed deal. Closing completes the transfers and payments required under it. They may occur on different dates.
Build a closing list with a responsible person and an evidence requirement for every condition. A seller’s assurance that a bank will release security is not the release itself. A planned connection milestone is not a completed connection.
Prepare handover before closing: accounting records, operating contracts, equipment warranties, market interfaces, insurance arrangements, maintenance schedules and authorised system access. Avoid transferring personal passwords; arrange proper access for the incoming team.
For foreign capital, ask the transaction bank and counsel to confirm the actual funding and future payment routes under the rules applicable when payments occur. Do not base an exit model on an assumed ability to move cash abroad.
Your next step
Prepare a one-page investment brief with your budget, acceptable stage and three non-negotiable conditions. Share your investment criteria with Tillerstone to frame a relevant project discussion.
Legal sources checked through Mitralex on 25 September 2026. General transaction guidance; the required approvals and protections depend on the project and transaction.