Commercial Deposits and Guarantees (B2B) in Russia

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 RussiaElőnézet nem elérhető.