Expertise/Real Estate and Land

Service

Real Estate Transactions

A purchase or sale of a building, premises, land plot or property complex is structured so that the risks identified in relation to the property are remedied before signing, allocated to the seller or reflected in the price.

We are most often instructed by:

  • Buyers of properties for production, letting or development
  • Owners selling real estate
  • Acquirers of state and municipal property
  • Foreign persons and non-residents acting as buyer or seller

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
from 13business days
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
What shapes a transaction

Real estate is acquired for a specific purpose: locating production, letting space to tenants, developing a site or investing surplus funds. The purpose determines which characteristics of the property are critical and which allow for compromise: a misjudgement of the property's suitability only comes to light once it is in use, when the price has been paid and any revision of terms depends on the other party's consent.

The legal status of the property affects the price. A mortgage, existing leases at below-market rent, the absence of documents for reconstruction already carried out and restrictions on use of the plot require the buyer either to invest more or to abandon some of its plans. Such matters are discussed when the price is agreed: once the agreement is signed, they pass to the buyer together with the property.

The ways in which a property can be used are limited not only by its physical characteristics. The permitted use of the land plot determines the permissible purpose of the property; town-planning regulations and zones with special conditions of land use restrict reconstruction and the construction of new buildings; and the utility connection terms determine the available capacity. For site development projects, these restrictions are as important as the price.

The time to closing is determined by the number of participants and the approvals required. The involvement of a financing bank, a mortgagee, co-owners, public authorities or foreign persons extends the timeline and, in some cases, makes the transaction dependent on a third party's decision. The timing of closing affects the financing terms and the parties' commercial arrangements and is agreed before the documents are signed.

02 / Categories
Specific categories of transactions
  • Tenanted propertiesThe terms of the existing leases, the rent, their duration and the fate of the security deposits are examined.
  • Properties with unregistered alterationsReconstruction or an extension not reflected in the documents prevents registration of the changes and creates a risk of a demolition claim. The possibility of legalization is determined, and until it is completed, the related risks are allocated between the parties or reflected in the price.
  • State and municipal propertyThe acquisition follows an established procedure, as a rule through an auction. The terms of privatization may contain restrictions on the subsequent use of the property: the scope of the obligations passing to the acquirer together with the property is examined.
  • Transactions with a foreign elementThe involvement of foreign persons and non-residents affects how authority is confirmed, the requirements for documents and the need for state approvals. The applicable requirements are identified before the transaction begins and are reflected in its structure, timing and payment arrangements.
03 / Outcome
Service Outcome
  • Transaction structureThe chosen structure with a step-by-step plan and the sequence of actions and payments.
  • Analysis findingsCircumstances concerning the seller and the property that affect the price and terms, with proposals for allocating the risks.
  • Transaction documentsThe agreement and the set of documents for signing and for filing for registration.
  • Post-negotiation draftsDocuments reflecting the terms agreed by the parties, with any outstanding points of disagreement marked.
  • Closing materialsThe set of documents filed for registration and documents on payments, release of encumbrances and handover of the property.

The outcome of the service is the work performed within the scope agreed with the client.

04 / Preparation
What the work is built on

  1. Materials

    The work is built on the documents and information about the transaction; the following points are relevant.

    • Purpose of the acquisitionThe purpose for which the property is being acquired and its critical characteristics.
    • Subject of the transactionThe property or the set of assets, shares, terms of ownership.
    • Property documentsTitle documents, information on encumbrances, technical documentation.
    • Information on the partiesThe corporate structure of the seller and the buyer, and the signatories' authority.
    • FinancingSource of funds, bank involvement, the mortgagee's requirements.
    • Arrangements between the partiesAgreed commercial terms, timing and payment arrangements.

  2. Assessment

    On the basis of the materials, the risks, the possible solutions and their consequences are identified.

  3. Plan

    For the chosen option, a plan is drawn up: the sequence of steps, timing and scope of work.

05 / Questions
Frequently Asked Questions

Title to real estate passes to the buyer when the entry is made in the Unified State Register of Real Estate (EGRN), not when the agreement is signed or payment is made.

Payments are tied to the entry registering the transfer of title; the registration period is set by law, and in the cases it provides for, electronic filing makes it possible to shorten it.

As a general rule, the agreement is concluded in simple written form and notarization is not required. The law provides for cases where notarial form is mandatory, in particular the disposal of shares in the ownership of a property and the disposal of real estate belonging to minors and persons with limited legal capacity.

The absence of a mandatory notarial form does not make the transaction simpler: the completeness of the document set and the authority of the parties are checked before signing. Notarial form is also used by agreement of the parties.

Yes, with the mortgagee's consent: without it, there is a risk of the transaction being declared invalid, and the credit institution acquires grounds to demand early performance of the obligation.

As a rule, the credit institution approves the transaction if the loan is repaid out of the price of the property: in that case, the sequence of receipt of funds, repayment of the loan, release of the mortgage and registration of the transfer of title is fixed before signing.

A letter of credit, an escrow account or a notary's deposit account is used: the funds are deposited before registration, the seller receives confirmation that they are available, and they are released after the entry recording the buyer's title is made.

If registration is refused, the funds are returned to the buyer under the terms of the letter of credit, escrow account or deposit. Direct payment before registration carries the greatest risk of losing the funds.

As a general rule, the tenants' rights are preserved and use of the property continues on the same terms; for leases subject to state registration, it matters whether they have been registered. Changing the terms after the transaction requires grounds provided for by the lease and by law.

If the property is to be delivered with vacant possession, the mechanism for vacating it is agreed before the agreement is signed.

Registration is suspended where documents are incomplete, encumbrances have not been discharged or the information on the property is inconsistent; some grounds are remedied within the suspension period, after which registration resumes.

An unfounded suspension is challenged through the established procedure, including in court. The consequences of a suspension for payments and the parties' obligations are set out in the agreement in advance.

A transaction concluded in the run-up to the seller's insolvency may be challenged as having been made at an undervalue or as prejudicial to creditors, with the property being returned to the bankruptcy estate. The period within which transactions may be challenged is set by law and is calculated by reference to the acceptance of the bankruptcy petition.

The risk is reduced before signing: confirmation that the price is at market level, the seller's representations, non-cash payment, the absence of any relationship between the parties, and a review of lawsuits and enforcement proceedings. Where there are significant signs of insolvency, withdrawing from the transaction is discussed.

Acting for the defendant when an acquisition is challenged is described on the “Challenging the Debtor's Transactions” service page.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M.

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Other Services in This Practice
Real Estate Disputes Leases Legal Due Diligence Title Registration Documents and Consultations

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