Commercial Deposits and Guarantees (B2B) in Russia
How security deposits, bank guarantees, and director's surety work in Russian commercial leases.
Legal Disclaimer
This content is for general informational and educational purposes only. It does not constitute legal advice and should not be relied upon as such. Laws change frequently — always verify current regulations and consult a licensed attorney in your jurisdiction for advice specific to your situation. Landager is a property management platform, not a law firm.Information last verified: May 2026.
Governed primarily by the Civil Code of the Russian Federation (effective since 30 November 1994), the commercial real estate sector in Russia (B2B) operates with sums involving hundreds of millions of rubles, so landlords (owners of business centers and warehouse complexes) utilize the strictest protection methods based on the principle of freedom of contract (Art. 421 CC RF). Unlike housing, standard cash deposits here are frequently combined with massive bank insurance.
1. Guarantee Payment for Legal Entities (LLC / OOO)
The size of the Guarantee Payment (Security Deposit) for an LLC (OOO) or an Individual Entrepreneur (IP) renting commercial premises (non-residential stock) is not limited by law in any way.
In Moscow and St. Petersburg, for "street retail" and small offices, the standard is from 1 to 2 months of rent. If a foreign company enters the Russian logistics market and leases part of a massive Class-A warehouse in the region, the landlord can easily request a sum equal to 3-6 months of rental payments, especially if the tenant LLC has a minimum authorized capital (around 10,000 rubles).
For the B2B sector, the law also does not require holding the payment in "separate frozen escrow accounts." The corporate landlord has the right to inject these millions into their business operations (construction, salaries), as long as they can return the money at the end of the 5-year contract. Tenants, in turn, often try to prescribe "deposit indexation" or the accrual of interest on the retained sum (at the Central Bank rate) in their contracts.
2. Independent Bank Guarantee (Art. 368 CC RF)
The most advanced, secure, and widely practiced form of security for international and large corporate tenants (to avoid freezing millions of rubles in "live" cash for 5 years) is the Bank Guarantee.
The tenant contacts a major, systemically important Russian bank (e.g., VTB, Sberbank). The bank issues a Guarantee Letter ("the paper") to the landlord, for which the tenant pays the bank a small annual commission (comparable to insurance). The essence of the guarantee:
- If the tenant (retail chain) goes bankrupt and stops paying its bills, the landlord doesn't have to sue the empty LLC for years and stand in the queue of creditors.
- The landlord simply presents the Bank Guarantee to the bank, and the bank immediately (within 5 days) pays the landlord all the massive fines and rent debts out of its own pocket, covering the landlord's losses up to the guaranteed limit. The bank then independently sues the bankrupt company to recover its funds.
This is a 100% liquid instrument that requires top-level legal competence from corporate landlords to correctly accept the wording of such a guarantee document.
3. Personal Surety of Founders (Art. 361 CC RF)
The biggest threat to an owner of commercial premises in Russia is front "Shell" LLCs (with a statutory capital of 10,000 rubles) with zero assets. They sign an office lease, flood the building destroying servers, or smash windows with sledgehammers, and when it's time to pay millions in fines—they simply abandon the LLC and disappear.
To protect against this, owners of business centers massively demand a Contract of Personal Surety from the General Director or the real Founder of the LLC when leasing premises to small businesses.
In this scenario, the debtor for the commercial lease is not just the "empty" shell LLC, but also specifically Ivan Ivanov as an individual (joint liability). If the LLC goes bankrupt and secretly moves out at night, the landlord goes to the Commercial Court (Arbitration) and collects the debts for the ruined floor screed and unpaid rent directly from Ivan Ivanov's personal apartment and personal bank accounts.
Return to the Commercial Lease Overview in Russia.
Frequently Asked Questions
▶What are the key landlord-tenant laws in Russia?
The relationship between landlords and residential tenants in the Russian Federation is primarily governed by the Civil Code (ГК РФ). The legal term for renting an apartment to an individual is "Tenancy" (Наем). Recent digitalization has introduced electronic lease registration through state portals. This guide covers the essential compliance requirements for property owners and landlords.
Read the complete guide▶What is the legal eviction process for landlords in Russia?
The eviction process in Russia requires landlords to follow formal legal procedures. Valid grounds typically include non-payment of rent, lease violations, or the landlord's personal use of the property. Landlords must provide proper written notice, allow any required cure periods, and may need to obtain a court or tribunal order. Self-help evictions are generally prohibited.
Read the complete guide▶What are the rent increase limits and caps in Russia?
Russia has specific rules governing when and how landlords can increase rent. These rules may include caps on the percentage of increase, minimum notice periods, and restrictions on frequency. Landlords must comply with all applicable regulations when raising rent on existing tenancies.
Read the complete guide▶What are the security deposit rules and return deadlines in Russia?
Russia has rules governing how much landlords can charge as a security deposit, how deposits must be held or protected, and the timeline for returning deposits after a tenancy ends. Landlords must provide itemized statements of any deductions and comply with all statutory deadlines to avoid penalties.
Read the complete guide▶What are the mandatory lease requirements in Russia?
Lease agreements in Russia must comply with applicable national and local laws. Required elements typically include the names of both parties, property description, rent amount and payment terms, deposit details, lease duration, and maintenance responsibility allocation. Written leases may be required for certain tenancy types or durations.
Read the complete guide▶What are the landlord maintenance and repair obligations in Russia?
Landlords in Russia are generally required to maintain rental properties in a habitable condition, keeping the structure, plumbing, electrical systems, and essential services in proper working order. The specific allocation of maintenance responsibilities between landlord and tenant should be clearly documented in the lease agreement.
Read the complete guide▶What are the late fee and penalty rules for rental properties in Russia?
Russia has specific rules regarding late fees and penalties for overdue rent. These may include mandatory grace periods, caps on late fee amounts, and restrictions on interest charges. Late fee provisions should be clearly stated in the lease agreement and must comply with local regulations to be enforceable.
Read the complete guide▶What property disclosures are landlords required to make in Russia?
Landlords in Russia must disclose relevant information about the property to prospective tenants before the lease is signed. Required disclosures typically include known material defects, environmental hazards, previous damage history, and any conditions that could affect the tenant's use and enjoyment of the property.
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