Capital and Current Repairs in Commercial Premises (RF)

The law in Russia distributes repair duties fairly (Art. 616 CC RF): The obligation to maintain load-bearing structures (capital repairs) lies with the Landlord, while the obligation to paint walls (current repairs) lies with the Tenant. However, in commercial B2B leasing, everything is dictated by "Freedom of Contract."

1. Capital Repairs: Responsibility of the Landlord (Developer)

If the lease agreement for a store (or warehouse) contains no special notes, the default laws of the RF apply:

• The mall owner must: replace a collapsed building roof, repair the foundation, relay a burst common sewer pipe, and replace generalized building heating systems.
• In the event that a landlord ignores pleas to replace a leaking roof, the Tenant has the legal right to (A) carry out the capital repair themselves and recover these 10 million rubles through the court from the owner, or (B) offset the repair amount against the monthly rent bill using invoices.

B2B Exception: Logistics Warehouses

When leasing a giant Logistics Hub to a marketplace, developers (Landlords) frequently write in a harsh contractual clause that dumps the entire capital repair burden of the 10-year-old building entirely onto the Tenant themselves (including repaving the asphalt outside for trucks).

2. Current Repairs and Shell & Core: Responsibility of the Tenant

The tenant (store, company) bears the full burden of daily premises maintenance: changing light bulbs, painting walls in their brand colors, fixing their own shop windows, sinks, cleaning the premises, and servicing their own server systems and installed air conditioners.

Shell & Core (Without Finishes): The standard for modern premium commercial construction in the RF is delivering raw concrete. The landlord hands the tenant keys to an empty concrete box (no sockets, floor screed, or toilets). In this case, the tenant is granted a "Rent Holiday" (e.g., 2–3 months of free occupancy) so they can fully equip the space: pouring the floor screed, building ceilings, erecting partitions, and installing ventilation using millions in investments.

3. Separable and Inseparable Improvements (The Key Move-Out Dispute)

The moment a restaurant moves out of a space after 5 years, the biggest fight over the millions left in the concrete occurs:

• Separable Improvements: Sofas, bar counters (unbolted), TVs, projectors, expensive paintings, portable decorative lamps. By law (and practice): They belong to the Tenant, who takes them upon moving out.
• Inseparable Improvements: Expensive Italian floor screed (tiles), erected concrete partition walls (offices), heavy iron ventilation integrated into the ceiling (where plates were drilled during installation). These cannot be removed without physically destroying the premises.
• By RF Law: If they were made without written permission, the tenant leaves with nothing. If they were made with the landlord's permission (and it explicitly says "will be reimbursed"), the landlord must compensate for them.
• RF Practice (B2B): All commercial landlords insert a "poison pill" clause: "All inseparable improvements made by the Tenant, including approved ones, pass free of charge into the ownership of the Landlord upon expiration of the contract without any compensation." As a result, a company that invested 30 million into a mall fit-out ends up gifting that renovation to the building upon exit. And in the event of early termination, they might even be forced to restore the original "concrete state" at their own expense ("the deposit is not returned").

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