This is a working sample of an apartment sale and purchase agreement when the seller is a foreign company and the contract is signed by its representative under a power of attorney. For this kind of transaction, the notary checks the company registration documents, the representative's authority, apostille or consular legalization, the Ukrainian translation of the documents, the apartment details, and the information from the State Register of Rights to Immovable Property.
Before signing, the parties should check the title document for the apartment, the technical passport, the extract from the State Register of Rights to Immovable Property, the foreign company's details, the power of attorney, and, if required by the law of the company's home country or by its charter, a separate corporate resolution approving the sale. If the representative is also supposed to receive the payment, that power must be stated expressly in the power of attorney.
If the buyer is married and the purchase money is joint marital property, the notary usually attaches a notarized consent of the other spouse. In practice, this type of sale is usually settled by bank transfer or another lawful method agreed by the parties in advance.
What to check before signing
- whether the foreign company has valid registration documents and whether they match the contract details;
- whether the power of attorney covers the right to sign the contract and, if needed, the right to receive the payment;
- whether the foreign documents have apostille or consular legalization, if required;
- whether the documents have been translated into Ukrainian;
- whether ownership of the apartment is registered in the State Register of Rights to Immovable Property and whether there are any encumbrances;
- whether the technical passport, information about registered occupants, and the buyer's spouse consent are available if needed.
What this sample is based on
For this agreement, the usual references are Articles 182, 334, 655 and 657 of the Civil Code of Ukraine, Article 65 of the Family Code of Ukraine where spousal consent is relevant, and the Law of Ukraine on State Registration of Rights to Immovable Property and Their Encumbrances.
Sample agreement
APARTMENT SALE AND PURCHASE AGREEMENT ON BEHALF OF A FOREIGN COMPANY
Kyiv, [date]
THE PARTIES HAVE ENTERED INTO THIS AGREEMENT AS FOLLOWS:
- Foreign company [name], incorporated under the laws of [country], registration number [number], registered office [address], represented by [full name], acting under a power of attorney dated [date], notarized by [notary, country], with apostille or consular legalization and a Ukrainian translation, sells, and [buyer full name], RNOCPP [number], passport or ID card [details], buys the apartment at [address].
- The Seller's title to the apartment is confirmed by [title document], and the information about that title, together with any encumbrances and other rights, has been checked in the State Register of Rights to Immovable Property on the date of notarization of this Agreement.
- Apartment No. __ in building No. __ at [address] consists of __ rooms, has a total area of __ sq. m, a living area of __ sq. m, and ancillary rooms [list], according to the technical passport and the title documents. If the technical data have changed, the current technical and registration data are used.
- The sale price of the apartment is UAH __. Payment between the Parties is made by bank transfer to the Seller's account or by another lawful method agreed by the Parties within the time set by them.
- The Seller warrants that before signing this Agreement the apartment has not been sold to anyone else, has not been gifted, has not been otherwise alienated, is not in dispute, is not subject to arrest, mortgage, tax lien or any other encumbrance, is not burdened by third-party rights, including rights of use, lease or life-long residence, no preliminary contract with another person has been signed, and any required corporate approval has been properly obtained.
- The Seller's representative confirms that they act within the powers granted to them. If the law of the company's home country or its charter requires a separate resolution of the authorized body for the sale of the apartment, that resolution is submitted to the notary together with the other documents.
- The Buyer confirms that they have inspected the apartment, are familiar with its condition, have no claims about visible defects, and understand that hidden defects are assessed under the general rules of the current law.
- If the Buyer is married and the purchase money is joint marital property, a notarized consent of the other spouse is attached to this Agreement.
- Taxes, fees, notarization costs, state registration costs and other mandatory payments are paid in accordance with the current legislation of Ukraine. If the mandatory state pension insurance fee applies to this transaction, it is paid in the cases and procedure established by law.
- Ownership of the apartment arises for the Buyer from the moment of state registration of the property right after notarization of this Agreement.
- The Parties confirm that if any statement or warranty proves to be false and leads to a dispute or to the contract being declared invalid, the guilty Party reimburses the other Party for the documented losses, including notarization expenses.
- The Parties are familiar with Articles 182, 334, 655 and 657 of the Civil Code of Ukraine, the Law of Ukraine on State Registration of Rights to Immovable Property and Their Encumbrances, and other rules governing this transaction.
- This Agreement is made in three originals, one kept by the notary and one issued to each Party.
SIGNATURES OF THE PARTIES
[Seller's representative signature]
[Buyer's signature]
NOTARIAL CERTIFICATION
This Agreement has been notarized by me, [notary full name], private notary of [notarial district]. The identities of the Parties, their legal capacity, the representative's powers, and the foreign company's documents and translation have been checked, and the Agreement has been signed by the Parties in my presence.