Investing in Ukrainian Airport Infrastructure: What to Check Before You Enter

Contents

• 1. Who Actually Owns the Asset You Are Investing In?
• 2. What Legal Framework Governs Investment Access?
• 3. Cape Town Convention: Does It Apply, and How?
• 4. Regulatory Approvals and the Role of the State Aviation Authority
• 5. Land: A Separate and Critical Layer
• 6. War Risk, Insurance, and Force Majeure
• 7. The Counterparty Behind the Contract: Institutional Capacity as a Diligence Category
• Conclusion: The Window Is Opening

~ 22 min read

By Anna Tsirat, Doctor of Laws | JVS Law

The Ukraine Recovery Conference 2026 has placed airport infrastructure firmly on the investment agenda. Ukrainian airports are named as a priority component of the Infrastructure Platform alongside roads, railways, and energy — with explicit reference to TEN-T integration and post-war reconstruction financing. The Ukraine Transport Support Fund — founded in Stockholm in February 2026, launched with its first contributions at the conference, administered by Lithuaniaʼs Central Project Management Agency, and focused on asset conservation and cold-start readiness — provides that agenda with a dedicated financing vehicle.

At the same time, ACI EUROPEʼs June 2026 report has delivered an uncomfortable message to the global airport industry: the old growth-driven model — where passenger volumes automatically fund investment — is no longer reliable. Europeʼs airports now face what ACI EUROPE calls the “Great Decoupling”: a growing disconnect between traffic dynamics, profitability, and investment requirements.

The analytical foundation for reconstruction decisions has been further strengthened by the ITF/OECD CIG4U Aviation Pathways report, published in 2025 — the first systematic, data-driven assessment of Ukraineʼs aviation sector produced by an international institution. It documents total airport infrastructure damage at $2.04 billion as of January 2024, identifies which airports remain operationally ready (Boryspil, Lviv, and Odesa) and which have sustained significant damage, and provides a prioritised roadmap for reconstruction with cost estimates and implementation timelines.

For investors considering Ukrainian airport assets, these signals together create both an opportunity and a warning. The opportunity is real: Ukraineʼs three primary airports are operationally ready, the demand case is quantified, and international institutional support is now structured. The warning is equally real: entry without legal and structural preparation carries risks that traffic recovery alone will not resolve.

This article sets out the core legal questions any investor — foreign or Ukrainian — should work through before committing capital to an airport project in Ukraine.

Ukrainian airport infrastructure is held under several different ownership structures, and the legal status of each layer matters for any investment transaction.

The two largest airports — Boryspil and Lviv — have historically been state enterprises (derzhavni pidpryiemstva) owned by the central government and managed by the Ministry for Development of Communities and Territories. That status is now changing in real time: corporatisation is under way at both. The driver is general rather than sectoral: Law No. 4196-IX, which repealed Ukraineʼs Commercial Code with effect from 28 August 2025, makes the transformation of all state enterprises into companies mandatory within a three-year transition period ending in August 2028. The Ministryʼs Order No. 1863 of 25 December 2025 (Lviv Danylo Halytskyi International Airport) and Order No. 388 of 26 February 2026, published on 6 April 2026 (Boryspil), implement that obligation — the sector-specific choices embedded in them are the joint-stock form, the only available option suited to concessions and full corporate governance, and the early timing within the statutory window. Corporatisation is not privatisation — the state remains the sole shareholder — but it is the legal precondition for every serious private-participation structure, and its mechanics are themselves diligence material. Each order approves a list of assets not subject to inclusion in the charter capital of the new company: an investor should obtain that list and map it against the infrastructure the investment case assumes, because excluded assets remain with the state under a separate legal regime, and the perimeter of the corporatised company defines what a concession or share-level transaction can actually reach. The composition and mandate of the new supervisory boards will show, in turn, how far governance reform has travelled beyond the change of legal form. JVS argued for precisely this sequencing — corporatisation as the gateway to structured private participation — in Airport Governance Models: Ukraineʼs Path Forward (September 2025). One further variable now belongs on the watch-list: the revised working draft of the Civil Aviation Strategy to 2030 contemplates the merger of state and municipally owned airport complexes into a single joint-stock company — a holding model under which the counterparty to a future concession may prove to be not the individual corporatised airport but a consolidated national entity.

Odesa Airport presents a more complex picture. The operational infrastructure is split between a municipal enterprise (owned by the city council) and a private LLC with the same name, which holds a controlling stake in the terminal complex. As of mid-2025, a ruling by the High Anti-Corruption Court has ordered the return of part of the terminal assets to the municipality, but the LLCʼs ownership structure remains unchanged. For any investor, this means that a standard transaction involving Odesa Airport requires a prior legal audit of the full ownership chain, an active litigation risk assessment, and clarity on which entity controls which infrastructure as of the date of the transaction.

Regional airports outside the three primary ones are typically held by regional or municipal governments, and their legal status must be verified individually. Some are leased to private operators; others remain direct municipal enterprises without a clearly defined concession or PPP framework. The ITF confirms that several regional airports — including Dnipro, Vinnytsia, Mykolaiv, Kherson, and Zaporizhzhia — have sustained significant damage and are unlikely to be priorities for private investment in the near term. Where private participation is eventually sought for this tier, the standard international toolkit — set out in the World Bankʼs Handbook for the Development of Air Transport (2026) — includes bundling regional airports with profitable ones and, at the limit, “negative concession fees”, under which the concession is awarded to the qualified bidder requiring the lowest subsidy. None of this is on Ukraineʼs near-term agenda, but investors modelling the primary airports should expect bundling questions to surface in tender design.

Ukraine has a functioning PPP law (Law of Ukraine on Public-Private Partnership, No. 2404-VI) and a concession law (Law of Ukraine on Concession, No. 155-IX, 2019), which together provide the primary legal basis for private investment in state and municipal infrastructure.

The 2019 Concession Law introduced a more investor-friendly framework, broadly aligned with EU standards. It allows for competitive concession tenders, long-term concession agreements (up to 50 years), stabilisation clauses for the legal environment, and arbitration provisions for dispute resolution with the state.

However, there are important limitations to be aware of:

• Runway and airspace infrastructure is classified as critical infrastructure and cannot be transferred to private ownership. A concession gives operational rights, not title. This is not a Ukrainian anomaly: the World Bank records that only around five per cent of airport PPPs worldwide have transferred airside or landside assets separately, and that in a number of countries statutory limitations condition the transfer of airside infrastructure to private hands. The standard international answer to such restrictions is exactly what the 2019 Concession Law contemplates — a long-term concession of operational rights over the integrated asset, with title remaining in the public domain.
• Corporatisation of the main airports is now under way (see section 1): ministerial orders of December 2025 (Lviv) and February 2026 (Boryspil) have launched the transformation of both state enterprises into state-owned joint-stock companies. A PPP or concession can now be structured around the future corporatised entity rather than await a decision in principle — but the completion timeline, the asset perimeter of each company, and the treatment of excluded assets remain open variables that belong among any transactionʼs conditions precedent.
• Municipal airports (including Odesa) fall under a different legal chain: the city council acts as the grantor, but central government involvement is required for certain regulatory approvals and air traffic management integration.
• War-related restrictions: a number of regulatory and procurement procedures are operating under simplified wartime rules, which affect both the timing and enforceability of certain commitments.
• Slot coordination: the ITF identifies the absence of an independent slot coordinator as a specific gap in Ukraineʼs regulatory alignment with EU requirements — and the gap is starker than the phrase suggests. Before the war, Boryspil was designated a Level 3 (fully coordinated) airport and, per the ITF, Zhuliany a Level 2 (schedules facilitated) airport; the remaining airports were not designated and therefore defaulted to Level 1. At Boryspil, however, the coordinator function was performed by the airportʼs own schedule-planning team — an interested party — whereas both the IATA Worldwide Airport Slot Guidelines and EU Regulation 95/93 require slots at coordinated airports to be allocated by a coordinator acting independently. The underlying Ukrainian rules date from a 2004 ministerial order that still names Ukraviatrans — the State Department of Aviation Transport — which was ordered liquidated by presidential decree the day before the Order was signed. Following three reorganizations, the SAAU is today responsible for slot allocation, but the Order has never been amended. A further point is easily missed: coordination levels are not permanent attributes — they are re-declared based on demand and declared capacity, and at reopening both sides of that ratio will be atypical, with demand initially below pre-war levels and declared capacity reduced by security procedures and partially restored infrastructure. The institution of an independent coordinator therefore needs to exist before the first season is coordinated, not after. An investor entering an airport concession should assess how slot rights will be managed, who will act as the coordinator, and what regulatory changes are in the pipeline. (A note on terminology: these WASG slot levels are unrelated to the identically numbered “Level One/Two/Three” classification of airport financial sustainability used by the World Bank, under which readiness for concession is assessed.)

The EBRD and IFC study on airport privatisation models, commissioned in 2025, is expected to produce recommendations on which legal framework best fits each airport. The ITFʼs CIG4U report, separately, has assessed compliance with ICAO/EU/Eurocontrol requirements as a strategic priority — meaning that regulatory alignment work is not merely a future aspiration but a funded, sequenced programme. Investors should monitor whether these institutional outputs lead to legislative or regulatory action before committing to a specific transaction structure.

Ukraine is a contracting state to the Cape Town Convention on International Interests in Mobile Equipment and its Aircraft Protocol. For aircraft leasing and financing transactions, this is a significant advantage: it provides a predictable international legal framework for security interests and repossession rights.

However, the Convention applies only to the categories of equipment defined by its protocols, and the Aircraft Protocol covers exactly three: airframes, aircraft engines, and helicopters above a defined size and thrust threshold. Nothing else at an airport falls within it. No protocol extends to airport infrastructure, ground support equipment, or air navigation equipment — radars, instrument landing systems, runway lighting; the later protocols, covering railway rolling stock, space assets, and mining, agricultural and construction equipment, do not reach these assets either. For an investor financing the airport infrastructure itself, the Convention provides no security.

That does not make the Convention irrelevant to an airport investor — its relevance is indirect but substantial. The airline commitments on which every Ukrainian airport revenue model rests — Ryanairʼs plan for up to 30 based aircraft, airBalticʼs base at Boryspil — are decisions that those carriersʼ lessors and financiers will take within the Cape Town framework. Ukraineʼs treaty status, its declarations, and the practical enforceability of de-registration and repossession remedies in a jurisdiction emerging from war will weigh directly on whether fleets can be based in Ukraine at all — and therefore on the traffic that the terminal-side investment case assumes.

The practical weak point is enforcement, and it deserves to be named precisely. Ukraine has made the Cape Town declarations, and IDERAs — irrevocable de-registration and export request authorisations — are recorded with the SAAU. But an IDERAʼs force ends in the offices of the SAAU: deregistration happens, yet customs authorities do not treat an IDERA as self-executing, no established Ukrainian case law on aircraft repossession exists, and lessors can litigate in London or New York — only to find that a foreign judgment or arbitral award recognised in Ukraine does not by itself produce physical access to the aircraft. Reform proposals discussed in the sector include making the IDERA directly operative vis-à-vis customs and concentrating aviation repossession disputes in a specialised court, by analogy with the concentration of arbitration-related cases in a single appellate court. The direction of regulatory travel warrants monitoring here as well: the June 2025 draft of the Civil Aviation Strategy listed among its tasks the introduction of legal mechanisms for the effective application of the Cape Town Convention, and the revised working draft has dropped that task. Until such measures are adopted, lessors will price the enforcement gap into based-aircraft decisions — and, as JVS argued in Restarting Flights: Ukraineʼs Aviation Insurance Facility, will insist that any restart facility be accompanied by contractual protections and state-backed assurances on repossession.

Infrastructure financing in Ukrainian airports must therefore rely on domestic Ukrainian security law, financial leasing legislation, the concession or PPP agreement terms, and — where applicable — international arbitration provisions in the investment agreement. The enforceability of security interests over state or municipal infrastructure assets under Ukrainian law requires careful structuring and is not equivalent to taking security under the Cape Town Convention.

Any investment in airport infrastructure with operational implications requires engagement with the State Aviation Administration of Ukraine (SAAU). SAAU is responsible for aerodrome certification, airspace management coordination, airline licensing, and safety oversight.

Investors should be aware that:

• Changes in airport operator or management structure require SAAU notification and, in many cases, re-certification of the aerodrome.
• Any construction or modification of airside infrastructure (runways, taxiways, aprons, navigation aids) requires SAAU approval in addition to standard construction permits.
• The regulatory framework for airport charges and access terms is currently under revision as part of Ukraineʼs EU integration process and alignment with the Single European Sky framework. This revision is not a technicality — it defines the revenue model of any concession. The investor-side questions are concrete: which model of economic regulation will apply to a concessioned airport — single till, in which commercial revenues cross-subsidise aeronautical charges and airlines share the commercial risk; dual till, in which aeronautical and commercial activities are ring-fenced; or a hybrid (more than half of airports surveyed by ACI now operate dual or hybrid tills) — which body will set or approve charges, and how the transparency, consultation, and non-discrimination requirements of Directive 2009/12/EC on airport charges, part of Ukraineʼs Common Aviation Area commitments, will be implemented. A concessionʼs financial model cannot be built until these questions have answers.
• EASAʼs current restrictions on flights over Ukrainian and adjacent airspace will remain a regulatory variable until the security situation changes. These restrictions affect which airlines can operate to Ukrainian airports and on which routes, directly impacting the revenue projections underlying any investment case.
• Ukraineʼs aviation regulatory framework is already undergoing significant reform. Alongside the harmonisation of Ukrainian aviation legislation with the EU acquis under Law of Ukraine No. 3007-IX, the SAAU is progressively introducing new Aviation Rules designed to modernise technical regulation, certification procedures, aerodrome operations, air navigation infrastructure, and regulatory oversight in line with EU legal requirements. In particular, Aviation Rules approved by Order No. 580 have already established a new regulatory framework governing the organisation, conduct and documentation of ground and flight inspections of communication, navigation, surveillance and aeronautical ground lighting systems. However, the provisions of these Rules establishing requirements for Flight Inspection Service Providers (FISPs) will enter into force only six months after the termination or lifting of martial law. Investors entering a transaction today should therefore assess not only the regulatory requirements currently in force but also those that will apply during the construction, certification and operational commissioning of the airport, as these will directly affect the project timetable, regulatory compliance costs and the overall regulatory risk profile.

The regulatory path from investment commitment to operational launch at a Ukrainian airport is therefore not purely a commercial timeline — it includes regulatory milestones that cannot be shortened and must be sequenced correctly.

Airport land in Ukraine is typically held in state or municipal ownership, with airports using it under long-term use rights (pravo postiinogo korystuvannia or orenda). The land title is separate from the infrastructure title, and both must be reviewed.

Key risks at the land layer include:

• Competing claims: adjacent landowners, urban development plans, and historical restitution claims can affect land use rights around the airport perimeter.
• Lviv-specific encroachment risk: the Sokilnyky village general plan contemplates residential development directly in the airportʼs noise impact zone. This creates a long-term regulatory and operational risk regardless of the investment structure. The conflict, moreover, is not only with the airportʼs commercial interests: ICAOʼs Balanced Approach to aircraft noise management (Doc 9829), which Ukraine as an ICAO member state is expected to implement, makes sustainable land-use planning around airports one of its four core elements and requires land uses to be consistent with noise contours — so the Sokilnyky plan sits uneasily with Ukraineʼs own international obligations, not merely with the airportʼs operational freedom. The June 2026 High Court ruling in Barclay v Secretary of State for Transport [2026] EWHC 1556 (Admin) — which upheld the UK governmentʼs decision to approve Gatwick expansion against community challenge — illustrates that protecting airport operational freedom from residential encroachment requires the state to have taken an affirmative, documented planning decision in favour of the airport before encroachment occurs. In the Lviv case, no such decision exists on the Sokilnyky side. The legal risk therefore sits with the airport and any investor, not with the community.
• Land use reclassification: wartime and post-war legislative changes may affect the legal classification of airport land. Any investment structure should include a mechanism to monitor and respond to land-use changes.

Any investment transaction involving Ukrainian infrastructure assets must explicitly address war risk. Standard commercial property insurance does not cover war damage, and most international insurers and reinsurers have excluded Ukrainian risks from standard coverage since February 2022.

Investors should assess:

• Whether the target asset has been damaged or is located in a zone with elevated strike risk. The ITF documents that airport infrastructure damage totals $2.04 billion as of January 2024, with the three primary airports operationally intact but several regional airports significantly damaged. This distinction matters not only for physical due diligence but also for insurance underwriting: the risk profile of an airport in western Ukraine differs materially from that of one closer to the front line.
• What war risk instruments are actually available in 2026 — and at what scale. The landscape has moved from improvisation towards a system: MIGA guarantees supported by the donor-funded SURE trust fund; the US DFC; the EBRDʼs Ukraine Recovery and Reconstruction Guarantee Facility, under which the international reinsurer MS Amlin reinsures war risks written by Ukrainian insurers — currently for inland cargo, motor vehicles, and railway rolling stock; a Lloydʼs-backed war risk facility; and, from 1 January 2026, a state mechanism under Cabinet of Ministers Resolution No. 1541 of 28 November 2025, administered through the Export Credit Agency, offering direct compensation of up to UAH 10 million for assets in designated high-risk regions (a list that includes Odesa oblast) and partial reimbursement of war-risk premiums. A framework law on a multi-tier war risk insurance system (draft law No. 12372) is before Parliament, with adoption expected in 2026. By OECD estimates, political risk insurance coverage in Ukraine reached USD 3.5 billion across 2024–2025 — with export credit agencies and multilateral institutions providing effectively all of it. The ITF specifically notes that the insurance underwriting challenge for airlines and airport operators at the point of reopening may require external guarantees similar to those used in other post-conflict recovery situations — a signal that investors should begin mapping available instruments now rather than at the point of transaction.
• How the concession or PPP agreement allocates force majeure risk between the investor and the state, and whether the agreement includes step-in rights, revenue support mechanisms, or minimum return guarantees.

Two observations should frame this part of the diligence. The first concerns scale: none of the existing instruments yet reaches an airport-sized asset. A compensation cap of UAH 10 million is roughly EUR 200,000 set against USD 2.04 billion of documented airport damage; the EBRD facility covers cargo and vehicles, not terminals; critical infrastructure remains largely outside available cover, and coverage disappears entirely near the front line. The diligence question is therefore not whether war risk insurance exists — it does — but which mechanism will be scaled to concession level, and whether that scaling is written into the concession agreement as a condition to financial close.

The second observation is that the multilateral template already exists — and has been forgotten. After 11 September 2001, when commercial insurers withdrew aviation war risk cover worldwide, the United States self-insured its market through a federal FAA programme, while ICAO designed “Globaltime” for everyone else: a non-profit insurance entity backed by multilateral state guarantees of up to USD 15 billion, with coverage expressly extending to airports, ground handlers, equipment lessors, and financiers. Approved in principle by the ICAO Council in 2002, it was never activated — the commercial market recovered first — and was retained on a contingency basis in anticipation of the next market failure. Ukraine, unlike the United States in 2001, cannot self-insure its aviation restart, making the Globaltime architecture the closest thing the sector has to an off-the-shelf multilateral solution. Finally, insuring the infrastructure is only half the problem: the carrier-announced based-aircraft commitments depend on the separate restoration of hull war cover for aircraft parked overnight in Ukraine — unavailable since 2022. For an airport investor, the airlinesʼ insurance problem is, indirectly, the airportʼs revenue problem.

A third layer of insurability is digital and new. The 2025 ransomware incident affecting Collins Aerospaceʼs MUSE passenger-processing platform — which forced major European hubs into manual operations — and the reported wave of cyber-related IT disruption across European airports in April 2026 have moved airport IT from procurement into underwriting: insurers, certifying authorities, and lenders increasingly treat the resilience of check-in, baggage, and operational systems, and the contracts behind them, as part of the risk they are asked to price. For a Ukrainian airport rebuilt largely from scratch, this cuts both ways. It is an opportunity, because digital infrastructure can be designed to current standards rather than retrofitted; and it is a diligence item: who owns the operational data; what service levels, step-in rights, and exit provisions govern critical software suppliers; whether source-code escrow and data-return obligations survive a supplierʼs insolvency; and how cyber obligations are allocated among operator, vendors, and insurers. As JVS examined in its April 2026 analysis of digital trust in aviation, IT contracts are becoming part of the insurability file — and therefore part of the bankability file.

The Infrastructure Platform announced at URC 2026 explicitly identifies investment protection and risk allocation as part of its mandate. Investors should engage with this process to understand what state guarantee instruments may become available for airport projects.

Every question in this checklist ultimately depends on a state body being able to decide, sign, and perform. The OECDʼs assessment of Ukraineʼs recovery architecture (October 2025; Ukrainian edition March 2026) treats this precisely as the systemʼs binding constraint, documenting ministerial turnover, critical staffing deficits across central government, and coordination gaps among the very ministries that an airport investor will face. Its findings translate into a distinct diligence workstream:

• Identify who can bind the state. The OECD reports that the Ministries of Economy, Finance, and Development duplicate functions in public investment management without a unified vision, and that sectoral working groups — including Transport and Logistics, chaired by the Ministry for Development — lack a mechanism to escalate unresolved questions. Map the coordination formats that touch the project (the Transport Support Fund, the sectoral working group, the URC Infrastructure Platform, the Ukraine Investment Framework structures) and, before the term-sheet stage, establish which body holds decision-making authority over each element of the transaction.
• Treat pipeline inclusion as a signal, not a commitment. Inclusion of a project in the Single Project Pipeline or the DREAM ecosystem confers eligibility for funding; the OECD notes that this designation does not guarantee funding, and that the State Fund for Regional Development has chronically received less than its statutory share of the budget. A financial model should not book pipeline status as revenue.
• Distinguish embedded advisers from officials. Recovery and Reform Support Teams working inside ministries under the EBRD/EU Ukraine Reform Architecture programme are, in the OECDʼs characterisation, groups of external consultants. Their involvement can accelerate a process; their positions do not commit the state — and the OECD itself flags the risks that accompany outsourced capacity, from opaque communication channels to lost institutional continuity when a contract ends.
• Build rotation resilience into the transaction. Deputy ministers — the level at which foreign counterparties typically negotiate — are overloaded and frequently replaced, and Ukrainian ministries have no senior civil-service layer between political leadership and department heads; more than thirty ministers have left office since February 2022. Negotiation records, agreed positions, and side understandings should be documented so that the transaction survives a change of interlocutor.
• Weigh official planning documents critically. The draft Civil Aviation Strategy to 2030, released for public consultation in June 2025, was built on 2021 baseline data, listed a bankrupt carrier among active operators, assigned reporting obligations to occupied territories, and provided for monitoring without dedicated funding — deficiencies documented at the time in JVSʼs three-part analysis. The Strategy draft has since been reworked — a revised working text circulating on the Ministryʼs website, without a new consultation announcement, shifts implementation to two stages across 2026–2028 and 2029–2030 and adds a joint risk assessment with EASA as the first task of airport reopening, yet leaves the 2021 statistical baseline untouched, bankrupt carrier included — and the strategy remains unadopted as of this writing. Until a final text is approved — and shows whether the consultation criticism was absorbed — commercial planning should be anchored in the independently produced analytical base: the ITF Aviation Pathways assessment, the World Bank Handbook, and the EBRD/IFC study.

None of this means the Ukrainian state is an unreliable counterparty — the same OECD paper records institutions that have sustained essential services and structural reform through a full-scale war. It means that institutional capacity is a variable, not a constant, and a well-structured airport transaction prices it the way it prices war risk: explicitly.

Ukrainian airports represent a genuine post-war investment opportunity. The three primary airports — Boryspil, Lviv, and Odesa — are operationally ready. Corporatisation of the two state-owned hubs has begun. The regulatory intent to attract private capital is present. The ITFʼs CIG4U Aviation Pathways report provides the first rigorous prioritised roadmap for reconstruction. International institutions are engaged, and major European carriers have publicly committed to rapid re-entry once airspace reopens.

But the legal and structural complexity is real. Ownership fragmentation, the gap between enterprise status and concession-readiness, the absence of an independent slot coordinator, the separation between aircraft finance and infrastructure finance frameworks, the pending regulatory transition out of wartime legal regime, the war risk layer, and the institutional capacity of the state counterparty itself all require deliberate preparation before any transaction can be structured.

The ITF cautions explicitly that in resource-constrained recoveries, there is a risk of favouring quick wins over investments with the greatest long-term value, and that private financing should advance only where projects align with national strategies and sectoral priorities. For an investor, this means that the quality of legal and commercial preparation — not the speed of capital deployment — is the primary source of first-mover advantage.

The investors who will be positioned to move when the sky reopens are those who begin their legal preparation now — understanding the asset, the ownership chain, the regulatory pathway, and the security structure — rather than those who wait for the announcement and then start from scratch.