Selecting a Private Partner for PPP Projects in Ukraine
Ukraine’s new Procedure for Selecting a Private Partner for public-private partnership (PPP) projects entered into force on 2 October 2026. It details three competitive procedures: open tender, restricted tender and competitive dialogue. Foreign companies may participate individually or as part of a temporary association. The PPP agreement is signed by a Ukrainian-resident legal entity created exclusively for the project. A winner that already meets these requirements may sign directly; otherwise, it must establish the required entity before signing.
This article is intended for foreign investors, international consortia, Ukrainian project companies and public partners planning infrastructure or concession projects or preparing to participate in a tender to select a private partner.
1. What Changed and Which Projects Are Covered
2. Who May Participate
3. Who Signs the PPP Agreement
4. Consortia
5. Preliminary Market Consultations
6. Three Procedures for Selecting a Private Partner
7. Winner Selection and Conclusion of the PPP Agreement
8. Practical Checklist for Participating in a PPP Tender
Frequently Asked Questions
How DLF Can Help
1. What Changed and Which Projects Are Covered
The Law of Ukraine “On Public-Private Partnership” No. 4510-IX of June 2025 entered into force on 31 October 2025, replacing the former PPP law of 2010. Cabinet of Ministers Resolution “Certain Issues Concerning the Selection of a Private Partner” No. 1204 of September 2026, effective from 2 October 2026, approved the Procedure for Selecting a Private Partner and repealed the 2011 tender rules.
The Procedure applies to tenders under the new PPP Law regardless of project value. For concession tenders, it applies where concession support equals or exceeds EUR 5,538,000. The amount is converted at the official National Bank of Ukraine (NBU) rate on the first working day of the quarter in which the concept note is submitted for analysis. Selection in the security and defence sector falls outside the Procedure; the Cabinet of Ministers sets the specific rules for that sector.
Key changes the new framework introduces:
- Detailed rules for three competitive procedures: open tender, restricted tender and competitive dialogue.
- Preliminary market consultations before the tender is announced, allowing the public partner to consider market capabilities during project preparation.
- Announcements and tender documents published through Prozorro, Ukraine’s electronic procurement portal.
- Defined timelines for signing the PPP agreement and a runner-up mechanism if the winner fails to sign.
Projects and tenders initiated under the previous legislation require consideration of the transitional provisions. The applicable procedure depends on the date of the PPP approval decision and the project’s stage.
2. Who May Participate
Individuals, legal entities and their associations, including temporary associations of legal entities, may participate subject to the tender requirements. Both Ukrainian residents and non-residents are eligible.
An applicant must be excluded from the bid stage or, in an open tender with post-qualification, may not be declared the winner if, among other grounds, it:
- is incorporated under the laws of one of the states specified in the law, including Russia, Belarus and Iran, or has links to those states or their residents that fall within the statutory restrictions, including through an ultimate beneficial owner or a shareholder holding at least 10%, subject to the statutory exceptions;
- is incorporated in an offshore jurisdiction listed by the Cabinet of Ministers, or has more than 50% of its capital owned directly or indirectly by legal entities from such jurisdictions;
- is a legal entity from a state listed by the Financial Action Task Force (FATF) as non-cooperative in combating money laundering, or a legal entity from such a state directly or indirectly holds at least 10% of the applicant’s capital;
- is a Ukrainian state enterprise, a municipal unitary enterprise, or a company in which more than 50% of the capital is owned by the Ukrainian state, a company with a state holding exceeding 50%, or a Ukrainian territorial community;
- is an adviser engaged to prepare this PPP project;
- has unpaid taxes, social contributions or mandatory charges without having taken the steps for instalment payment or deferral provided for by the law of its state of registration;
- provided false information, concealed information needed for eligibility checks, or cannot produce the necessary supporting documents.
Non-residents are exempt from the exclusion ground concerning the absence of the legally required ultimate beneficial ownership information in Ukraine’s Unified State Register. They must nevertheless disclose the persons exercising direct or indirect control over them, including their ultimate beneficial owners.
3. Who Signs the PPP Agreement
The private partner signing the PPP agreement must be a Ukrainian-resident legal entity created exclusively to implement the specific project. The tender documents set the requirements for establishing it; these requirements and the establishment deadline must also appear in the tender announcement.
A winner that already meets the requirements for the private partner may sign the agreement directly. Otherwise, it must establish an entity for the project before signing, as required by the tender documents.
4. Consortia
Residents and non-residents may participate jointly under a partnership or cooperation agreement or another contract concluded between them. The application must include information and documents for both the consortium as a whole and each of its members. The tender documents may set requirements for the lead member, including its voting rights or equity stake in the future private partner.
Consortium membership may change only in restricted tenders and competitive dialogue, and only if the tender documents allow it. Changes must be submitted at least 20 calendar days before the bid submission deadline. They are prohibited in open tenders and where pre-qualification capped the number of applicants; the tender documents may impose further restrictions. The commission must check the documents for the new membership within 10 working days of receipt. Evaluation of any bids may begin only after this check is complete.
If the consortium wins, all its members must jointly establish the private partner, the Ukrainian project company for the PPP project. Until the PPP agreement is signed, members are jointly and severally liable for tender-related obligations, unless otherwise provided by law or the tender documents.
5. Preliminary Market Consultations
During tender preparation, the public partner, the tender commission, advisers and independent experts may conduct preliminary market consultations. These may include meetings, working sessions, information requests and public discussions. Consultations must not give particular persons an advantage or create discriminatory participation conditions.
If a prospective bidder or an entity linked to it by control helped prepare the project or tender, the public partner must prevent distortion of competition, including by sharing relevant information with other bidders and allowing sufficient preparation time. Exclusion is permitted only if equal treatment cannot be secured by other means; before exclusion, the person must have an opportunity to show that its earlier involvement does not distort competition.
6. Three Procedures for Selecting a Private Partner
The public partner chooses the procedure or delegates that decision to the tender commission. The choice takes account of project complexity, the ability to define technical, financial and legal terms in advance, and the need for discussion with potential partners.
| Open Tender | Restricted Tender | Competitive Dialogue | |
|---|---|---|---|
| When used | Terms can be defined in advance | Pre-qualification precedes the submission of bids | Discussion of project characteristics is needed |
| Structure | Application and bid submitted together | Pre-qualification, then bids | Pre-qualification, dialogue, final bids |
| Key time limits | At least 35 calendar days from the announcement for applications and bids | Applications: at least 35 calendar days from the announcement, or 45 where a site visit or document inspection is mandatory. Bids: at least 45 calendar days from dispatch of the invitation | Applications: at least 30 calendar days from the announcement. Final bids: at least 45 calendar days from receipt of the invitation. Documents are prepared within 35 working days after dialogue, unless another period is set |
| Applicant numbers | An agreement may be concluded with a sole bidder that meets the requirements | If invitations are capped, the cap must allow at least 5 applicants; the procedure may continue with fewer | If invitations are capped, the cap must allow at least 3 applicants; the procedure may continue with fewer |
| Negotiations before final bids | Not provided for | Not provided for | Held separately with each applicant, protecting its confidential information; joint meetings are permitted |
Competitive dialogue is used for complex projects where the optimal technical characteristics, risk allocation or financial model cannot be defined without discussion with potential partners. If fewer applicants qualify than the set number, the commission may continue or cancel the tender. After the dialogue, participants are invited to submit final bids.
Tender announcements are published on the Prozorro portal. For PPP projects with an estimated value equal to or exceeding the equivalent of EUR 5,538,000, the announcement must also be published in English.
7. Winner Selection and Conclusion of the PPP Agreement
Bids are evaluated in two stages: first the technical part, then the financial and commercial part of bids that pass the technical evaluation. The winner is the bidder with the most economically advantageous bid. The evaluation criteria and methodology are set in advance in the tender documents. An exception for an unforeseen innovative solution with exceptional functional performance allows the weighting of the criteria to be changed: all bidders must be notified and given at least 30 calendar days to submit new bids.
The PPP agreement must be in writing, on the terms set in the tender documents. It may not be signed before the period for appealing the bid evaluation results has expired.
Post-award negotiations are limited to editorial and technical clarifications. The essential terms, the financial part, risk allocation and provisions reflecting the winning bid may not be changed.
Negotiations and signing must take place within 60 calendar days of the winner receiving the invitation. For innovative or major complex infrastructure projects, the public partner may extend the period to 90 calendar days with the negotiating parties’ written consent. Before signing, the winner must meet the requirements for establishing the private partner. If the procedure is challenged, the negotiation time limits may be temporarily suspended at a negotiating party’s written request.
If the winner fails to sign within the required period:
- The bid security (up to 1% of the project value) is not returned, except where force majeure is confirmed in accordance with Ukrainian law. Proceeds from enforcement of the security are transferred to the state budget or the relevant local budget.
- The public partner terminates negotiations with the winner and invites the second-ranked bidder. Negotiations with that bidder may last up to 60 calendar days from the notice terminating negotiations with the winner; the period may be extended to 90 calendar days on the same conditions.
- If the second-ranked bidder also fails to sign, the tender is declared unsuccessful. The public partner may decide to hold a repeat tender within 60 calendar days after the unsuccessful tender; if it does, the project returns to the PPP approval decision stage.
Within 3 working days of signing, the public partner must send the competent authority a copy of the agreement, with all annexes, certified by the public partner. Within the same period, the non-confidential part must be published on the Prozorro portal.
Other agreements may be concluded to implement the PPP agreement, including financing agreements, direct agreements and grant agreements.
Interested prospective participants, applicants and bidders may challenge the tender procedures within the rights applicable to the relevant stage. During the application or bid submission stage, they may also ask the commission to remedy violations. The commission must respond within 7 working days; requests and responses are published on Prozorro without identifying the requester.
Until 31 October 2026, challenges were heard by the courts under the transitional rules. Since that date, complaints have been reviewed by the Antimonopoly Committee of Ukraine under public procurement rules, subject to the specific provisions of the PPP Law.
8. Practical Checklist for Participating in a PPP Tender
- Procedure and deadlines. Identify the applicable procedure and the deadlines for submitting the application and bid.
- Eligibility. Check the exclusion grounds and prepare ownership and beneficial ownership information.
- Project company and consortium. Determine who will sign the agreement and when the project company must be established; for a consortium, agree on its composition and the members’ obligations.
- Prior involvement. If the company helped prepare the project or tender, check the measures to ensure equal treatment of bidders.
- Financing. Review the financial model, risk allocation, currency restrictions and conditions for profit repatriation.
- Application and bid. Prepare the documents and bid security if required by the tender documents.
- Foreign employees. If foreign employees will be engaged, check the work permit requirements.
- Signing. Check the appeal period, the negotiation and signing deadlines, and the agreement’s compliance with the tender documents.
Frequently Asked Questions
Can a foreign company sign a PPP agreement without registering a Ukrainian legal entity?
No. Under the current rules, the private partner must be a Ukrainian-resident legal entity created exclusively for the project. A foreign company may bid, but must establish the required Ukrainian entity before the agreement is signed, within the deadline set in the tender documents.
When should the public partner choose competitive dialogue?
Where the technical characteristics, optimal risk allocation or financial model cannot be defined without prior discussion. After pre-qualification, the commission holds negotiations with admitted applicants and then invites final bids. If the number invited is capped, the cap must allow at least three applicants; the procedure may continue if fewer applicants qualify.
Can a consortium consisting entirely of foreign companies participate?
Yes. A temporary association may consist exclusively of non-residents, or of a mix of residents and non-residents. If such a consortium wins the tender, all members must jointly establish a Ukrainian project company, the specially created entity that will act as the private partner.
Which concession tenders does the new Procedure apply to?
It applies where concession support equals or exceeds EUR 5,538,000 at the NBU rate on the first working day of the quarter in which the concept note is submitted for analysis. Where support is lower or absent, the tender is governed by concession legislation.
Where are tender announcements and documents published?
Announcements and tender documents are published on Prozorro. The commission may also publish materials on the public partner’s official website. For PPP projects with an estimated value equal to or exceeding the equivalent of EUR 5,538,000, the announcement is also published in English.
What happens if the winner fails to sign the agreement on time?
The bid security (up to 1% of the project value) is not returned, except in the event of duly confirmed force majeure; enforcement proceeds go to the relevant budget. The second-ranked bidder is invited to negotiate for up to 60 calendar days, or 90 on the statutory conditions, from the notice terminating negotiations with the winner. If no agreement is concluded with that bidder, the tender is declared unsuccessful. A decision to repeat it may be taken within 60 calendar days after that declaration.
How DLF Can Help
DLF attorneys-at-law assists international companies and investors with PPP and concession projects in Ukraine. Its lawyers assess bidder eligibility, prepare applications and bids, structure consortia and project companies, review risk allocation and negotiate PPP agreements.
For investors entering Ukraine, DLF also advises on corporate structuring and beneficial ownership disclosure, currency and tax compliance, profit repatriation, work permits, contract and real estate due diligence, sanctions screening and transaction documentation.
Igor Dykunskyy, LL.M., Partner, Attorney-at-law, DLF attorneys-at-law.
Contact: +380 44 384 24 54, info@dlf.ua.
This material is for general informational purposes. Application of the approaches described depends on the circumstances of a specific situation and requires separate legal assessment.