How to sell a co-owned share without violating the right of first refusal

When this guide is relevant

This guide is for an owner of a defined share in an apart­ment, house, plot of land, car, or other prop­er­ty who wants to sell it to an outside buyer. The main risk is signing the con­tract before the other co-owners’ right of first refusal has expired, or of­fer­ing the outside buyer better terms than those in the written notice.

First, check the own­er­ship regime. Article 362 of the Civil Code of Ukraine applies to joint own­er­ship with defined shares. If the prop­er­ty remains in the spouses’ joint own­er­ship and no shares have been defined, use the sep­a­rate guide on di­vid­ing marital prop­er­ty; a sale notice does not replace the process of al­lo­cat­ing a share.

Also dis­tin­guish cor­po­rate rights, gifts, ex­changes, and public auc­tions. A sale to another ex­ist­ing co-owner is not an or­di­nary sale to an outside buyer for which the cal­cu­la­tor starts the full waiting period. The actual sub­stance of an arrange­ment matters more than the doc­u­ment’s title.

If you are ending par­tic­i­pa­tion in a company rather than selling real estate, use the sep­a­rate guide on with­draw­ing from an LLC and re­ceiv­ing the value of a share: dif­fer­ent con­di­tions, dates, and val­u­a­tion rules apply.

If you or someone else has pos­sessed the share or the entire prop­er­ty for many years without a clear title, first review the sep­a­rate pro­ce­dure for recog­ni­tion of own­er­ship by ac­quis­i­tive pre­scrip­tion. Long-term use alone does not make the pos­ses­sor a co-owner or trigger the right of first refusal on a sale.

What period or procedure applies

Under Article 362 of the Civil Code of Ukraine, the seller must notify the other co-owners in writing of the in­ten­tion to sell the share and state the price and other terms. If the co-owners waive their right or do not ex­er­cise it, the seller may proceed with a sale to an outside buyer. The period is one month for im­mov­able prop­er­ty and ten cal­en­dar days for movable prop­er­ty, counted from receipt of the notice.

Ar­ti­cles 253–255 of the Civil Code of Ukraine clarify the cal­cu­la­tion. The period begins the fol­low­ing day. A period stated in months ends on the cor­re­spond­ing date; if that date does not exist, it ends on the last day of the month. Whether the final date moves depends on non-working days and the prac­ti­cal arrange­ments for the act, so do not assume that every holiday or or­gan­i­sa­tion­al re­stric­tion has au­to­mat­i­cal­ly been taken into account.

Use the notice period cal­cu­la­tor for a share sale to see the start of the period, its nominal end, and the ear­li­est fol­low­ing day sep­a­rate­ly. If there are several co-owners, enter the latest proven receipt date. If every­one has pro­vid­ed a written waiver, use the latest waiver date; an oral re­sponse or silence is not the same as a proven, ex­plic­it waiver.

How to proceed step by step

Obtain current doc­u­ments for the prop­er­ty. For real estate, check the title doc­u­ment, share size, co-owners, en­cum­brances, and users. If the apart­ment in Kyiv was ac­quired during mar­riage, a child owns a share, or the reg­is­ter shows an arrest or mort­gage, a notice cal­en­dar alone is not enough.

Prepare one stan­dard notice for all co-owners. De­scribe the prop­er­ty and share un­am­bigu­ous­ly, and state the full price, cur­ren­cy, method and timing of payment, any de­fer­ral, deposit, or other ma­te­r­i­al terms. Offer a clear dead­line and channel for re­spond­ing, but do not shorten the statu­to­ry period by setting your own earlier date.

Arrange de­liv­ery so that you can prove both the con­tents and actual receipt. The sig­na­ture on the second copy should include the date and re­cip­i­ent’s details. For postal de­liv­ery, keep the receipt, in­ven­to­ry of con­tents, track­ing record, and de­liv­ery con­fir­ma­tion. If there are several ad­dressees, keep a sep­a­rate table of dates; the shared sale time­line starts from the latest con­firmed receipt.

Compare all the terms again before signing the con­tract. If the outside buyer re­ceives a lower price, a longer de­fer­ral, a dif­fer­ent payment sched­ule, or another benefit, the old notice may not es­tab­lish that the terms were equal. Do not dis­guise a sale as a sham gift or ex­change: in a dispute, the actual purpose and per­for­mance will be as­sessed.

What to check before completing the sale

Verify each co-owner’s iden­ti­ty and current notice address. Owners of an apart­ment in Kyiv may be living in another region or abroad; de­liv­ery to a concierge, tenant, or rel­a­tive does not always prove receipt by the ad­dressee or an au­tho­rised rep­re­sen­ta­tive. A rep­re­sen­ta­tive’s au­thor­i­ty must be sup­port­ed by a doc­u­ment, not merely an oral arrange­ment.

Compare the notice with the draft no­tarised con­tract line by line: the prop­er­ty, share size, price, dates, payment method, al­lo­ca­tion of costs, and any con­di­tions prece­dent. Sep­a­rate­ly check marital status, the rights of young or minor chil­dren, reg­is­tered res­i­dence, mort­gages, arrests, and court orders.

If you are selling a share specif­i­cal­ly in an apart­ment or res­i­den­tial house, also check taxes for a home seller before signing. The notice period does not de­ter­mine the tax rate; rel­e­vant factors include the number of sales in the year, the own­er­ship period, in­her­i­tance, and the doc­u­ment­ed val­u­a­tion.

If a co-owner agrees to buy the share, record the re­sponse and move on to agree­ing the con­tract instead of selling to an outside buyer. If several co-owners respond, Article 362 allows the seller to choose among them. If every­one waives the right, keep each waiver until the no­tarised trans­ac­tion is com­plet­ed.

When to consult a lawyer

Legal review is ad­vis­able if there is no re­li­able proof of receipt, a co-owner chal­lenges the letter, an ad­dressee has died or acts through a rep­re­sen­ta­tive, the shares in the doc­u­ments do not match, the sale terms have changed, or the con­tract has already been signed. Sep­a­rate analy­sis is needed for a cor­po­rate share, spouses’ joint prop­er­ty, chil­dren’s rights, public auc­tions, and trans­ac­tions that are not sales in name.

For a con­sul­ta­tion in Kyiv or Kyiv region, prepare the title doc­u­ments, reg­istry extract, every version of the notice, proof of its con­tents and receipt, the co-owners’ re­spons­es, and the draft con­tract. If the sale has already taken place, do not use the cal­cu­la­tor’s date to cal­cu­late the one-year lim­i­ta­tion period: its start and the proper remedy must be de­ter­mined sep­a­rate­ly based on the facts.