The assignment of lease rights (hereinafter referred to as the RLA) of non-residential premises is a reassignment with a change of tenant, which takes over the rights and obligations of the previous tenant. The sale of lease rights in Moscow, the most prestigious trading floors of the capital cities, and other attractive centers of Russia is a widespread and rather profitable business.

On the assignment of lease rights

The squares are being “looked at” even at the construction stage. Then the companies that have received such objects on lease, assign the possibility of hiring to other organizations for the agreed monetary compensation. It turns out that the tenant pays for the right to work in the chosen shopping center an amount equal to the price of the PPA plus the rental payment. As a rule, the administration of such trading platforms selects candidates - tenants practically by competition. It turns out that PAP is engaged not only by third-party organizations that earn money from this, but also by the management company itself.

So, for example, in Moscow, a potential tenant must submit a list of addresses of his retail outlets. Then, perhaps, an agreement on the lease of the premises of a well-known shopping center will be concluded, but only if the stores listed in the list will also be metropolitan and located in well-known places.

Or, initially, in the conclusion of the contract, one of the parties is the direct tenant of the municipal real estate. In this case, the rental rates are always lower than those offered by commercial structures, which explains the popularity of such transactions, especially long-term ones.

Differences between sublease and PPA:

• when the object is subleased, the lessee continues to be one of the parties to the contract and to fulfill his obligations;
• on the other hand, upon assignment of the tenant's right, the contractual obligations of the original tenant cease and pass to the new tenant.

Assignment of lease rights and sublease are different concepts

Features of the contract on PPA for non-residential premises

The subject of the contract is the rights to rent (lease) real estate. An agreement confirming the existence of a legal relationship is drawn up on the basis of an existing lease agreement. If the document prescribes the procedure for obtaining the owner's consent for a possible assignment, then obtaining a permit will be mandatory.

The assignment or transfer of the lease rights of the object is possible through the conclusion of a compensated agreement. It is impossible to conclude a donation of rental rights, such a transaction will be considered invalid (Article 575 of the Civil Code of the Russian Federation).

The legislator regulates the legal relationship of Art. 615 of the Civil Code of the Russian Federation, for example:

• a newly concluded agreement can be long-term or short-term;
• if the lease term is exceeded for more than 12 months, the registration of the transaction is required;
• less than one year - the legal relationship is confirmed by a written agreement;
• if there are benefits, the tenant has the right to use them for hiring;
• the possibility of subleasing, if the contract stipulates the condition for the transfer of the object (according to the information letter of the Presidium of the Supreme Arbitration Court No. 66, clause 18).

There are two possible options for obtaining a lease of municipal premises:

1. Take part in the auction among the many who wish.

The rules for holding an auction under an agreement on the assignment of a right of claim are determined by Article 477 of the Civil Code of the Russian Federation and Law No. 135-FZ. The tenant organizes the auction, he also sets the assignment price, the conditions for the use of real estate, and holds the auction itself.

Typically, the winner is the potential tenant who offers the maximum payment for the operation of the premises under an assignment agreement.

1. Make an assignment of rental rights with the current tenant by paying him a "commission".

Of course, the second option looks more realistic today. However, there are some nuances here. For example, if a new tenant starts a renovation, he will only do it after the landlord has given permission to do so.

Basic rights of an employer

The PAP of non-residential premises entails a number of restrictions on the further use of the property by the owner, therefore his consent is required.

The tenant is granted the following rights:

• transfer of non-residential premises to sublease in accordance with the terms of the agreement;
• the possibility of contributing an object to the authorized capital;
• pledge;
• free use.

To register the assignment, it is necessary to correctly draw up an agreement and prepare the necessary documents

Required documentation for signing the agreement

When concluding a contract for the assignment of the right to lease non-residential premises, a standard set of documents is required - originals and copies:

• current master lease / hire agreement;
• act of acceptance - transfer of the object;
• PPA agreement, according to the main lease contract (three copies);
• act of acceptance - transfer of premises to a new tenant;
• documents confirming payment, as well as the absence of debts;
• permission of the owner of the property for the PPA.

Obligatory clauses of the contract

The legal relationship is provided in accordance with the current legal documents. The clauses of the agreement concerning the following must be present without fail:

• identifying information about the parties;
• documentary evidence of state registration for organizations;
• information from the Unified State Register of Legal Entities;
• indication of the subject of the agreement under the PPA agreement;
• conditions conducive to the termination of the transaction;
• formulas for calculating lease payments, amounts, tariffs, repayment schedules;
• dated signatures of the parties.

The form of the PPA agreement must be the same as the main agreement. The same form of agreement can be used for the purchase of premises, already with an established business. If the original document was registered with Rosreestr, then the assignment must also go through this procedure.

Since 2018, the legislator has abolished the use of title deeds for landlords. Rosreestr contains all information about the owners. The title deed has not been printed on stamped forms since 2016. Its replacement is an extract from Rosreestr.

registration

To register with the authorized body, you must submit the following documents:

• application (the form is offered by the registering organization);
• document confirming payment;
• constituent documents;
• protocols, decisions of the relevant authorities of the parties, confirming the intention to conclude a deal;
• documents for the person authorized to conclude the transaction;
• OGRN certificate, individual taxpayer number;
• lease contract;
• PPA agreement;
• technical documentation: passport, plan, explication of premises.

The PPA agreement must be registered if the lease agreement is registered with Rosreestr

Tax

The law defines the taxation of the parties to the transaction. The tax rate is 13% of the income received. To calculate the tax on legal entities, the rate of the taxable base is determined, respectively, depending on the selected taxation. An advance report is submitted monthly (by the 30th day).

Public organizations, non-profit manufacturing enterprises, funds that do not provide for the extraction of profit, when selling the rights to lease non-residential property, are also taxed.

Conducting a PPA assessment

How much does it cost to buy lease rights? To conduct a legal auction, you need to assess the value of the property being transferred for rent. Experts carry out this action only if there is an SRO permit issued by a competent organization.

The cost determined by an independent appraiser consists of several criteria:

• area of ​​the property;
• location;
• operating costs payable;
• the scope of rights and obligations transferred under the contract;
• market value of the main object;
• possible income.

An independent assessment of the PSA is one of the factors that protect employers from the actions of unscrupulous officials who own the right to make such transactions.

Like any commercial transaction, the assignment of rights to lease non-residential premises in Moscow and other large cities requires professional legal support during registration and support in government agencies and in court.

One of the most widespread types of lease in recent years has been the assignment lease. Most often, this method of providing rental space is practiced in large, most prestigious shopping centers in capital cities.

What is the assignment of lease rights and why has this method of leasing premises become widespread?

The fact is that renting a room in a well-known, prestigious shopping center with a good location is practically very difficult today, since the queue of tenants for them is very large, and areas are rented even at the stage of construction of the shopping center. Then the companies that rented such space transfer the lease rights to other companies for a certain amount of money. The tenant pays for the right to work in this shopping center an amount equal to the cost of assigning the lease right. In this case, the tenant also pays the rent. Often, in shopping centers, the management company takes on the functions of selecting candidates for tenants almost on a competitive basis, that is, in fact, not only third-party companies that earn money from this are engaged in the assignment of lease rights, but also the management company. This explains the fact that not every tenant can get into the shopping center.

To rent a room in a good shopping center, you must at least have retail outlets in other prestigious districts of the capital. For example, in Moscow, a potential tenant must provide a list with the addresses of outlets where his stores operate. An agreement for the lease of premises in a well-known shopping center will be concluded only if other shops of this tenant are also located in the capital, in decent places.

What is the assignment of lease rights is known not only in large shopping centers, but is also practiced in other, but very profitable and what is called "walk-through" places.

An agreement on the assignment of lease rights has a number of features. For example, a new tenant does not need to agree on the terms of the contract with the owner of the premises, since all the terms have already been agreed with the first tenant, who assigns the lease right. Moreover, the terms of the lease are not subject to change.

In recent years, the lease of space in an already functioning business has gained great popularity and is in demand. Lease agreements in very profitable places are concluded for 5-10 years, and then, if necessary, the lease rights are transferred to another tenant for a fee. At the same time, it is beneficial to both parties: the first tenant receives income for the assignment when he leaves the area, and the next tenant receives a profitable place to run his business.

In recent years, the technology of lease under the lease assignment scheme has become increasingly widespread. The overwhelming majority of such agreements are concluded in the segment of retail real estate and operating businesses, accounting for up to 30% of all lease agreements according to various estimates. However, such transactions have a number of their own characteristics. For example, a new tenant does not have to agree on the terms of the lease with the owner of the premises, since they have already been agreed upon by the previous tenant and cannot be changed. You can agree with the owner and change the terms of the contract, but the landlord is not obliged to do this. Therefore, the incoming tenant must carefully study all the provisions of the lease agreement, since various restrictions and prohibitions may be imposed in it, for example, redevelopment, reprofiling may be prohibited, there may be restrictions on repairs, etc.

The most common business is the assignment of the right to lease retail space, since it is almost impossible to get into a successful and well-known shopping center. In such shopping centers there is a queue of tenants for vacant premises. In some shopping centers, the management company itself conducts a competitive selection among applicants, evaluating their proposed concepts and selecting the candidate they like. That is why firms specializing in the assignment of lease rights do not work with all shopping centers. The business scheme for the assignment of places is simple: companies that earn from the assignment of lease rights lease space at the stage of construction of the facility, and then assign them to interested companies. It turns out that the cost of transferring the lease right is the price that a businessman must pay for the right to work in this shopping center. Moreover, the new tenant will also have to pay the rent for the period of the assignment. But since the management company is still involved in the transfer process, not every tenant will be able to get into a large successful shopping center. It is very difficult to rent premises for regional companies in Moscow without existing stores in this region. In the Atrium, a potential tenant must provide a list of objects where his shops operate, if this list does not include a single object in the capital, then it will not be possible to sign an agreement.

Retail outlets located outside the shopping center are usually re-rented under a lease assignment agreement only in very profitable and walkable places. There was also a decrease in the number of lease assignment agreements for premises owned by cities. There are several reasons for this: firstly, municipal authorities practically do not conclude long-term lease agreements; secondly, city-owned premises are increasingly being rented out at market rental rates and to a narrow circle of people.

In theory, the transfer of lease rights can occur without the lessor, if the profile of the activity and the quality level of the old and new tenants are identical. In this situation, the outgoing tenant, who has a long-term lease in his hands, is looking for a replacement, transferring the lease for a certain amount. However, in practice, such situations are extremely rare, and the owner still prefers to participate in the selection of a new tenant. Such a scheme of work is conditionally beneficial for all parties. The outgoing tenant receives a certain amount for the assignment, and the new one receives the object he needs.

At the moment, there is a huge demand for renting a functioning business. In this area, there are very profitable and unique properties. Average lease term is 5-10 years. The positive aspects of renting a business are the ability to study the history of work, conduct an audit, and obtain complete information about the organization. Also, the conclusion of an agreement eliminates the need to obtain licenses for a certain type of activity and other problems associated with starting a business. The cost of renting a functioning business is unique in each case, and depends mainly on the profitability of the facility.

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Currently, a transaction of this kind, such as the assignment of lease rights, is gaining more and more popularity. In accordance with the specified procedure, it is permissible to lease such non-residential premises as, for example, a shopping pavilion.

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For many individual entrepreneurs, this is almost the only chance to rent space in a large shopping complex. The assignment of the lease is very beneficial in terms of saving time.

In this case, there is no need to terminate the contract with the previous tenant, and the subsequent conclusion of a new document in accordance with the new conditions.

In the event of an assignment, all the conditions of the originally concluded agreement remain the same.

Transfer Features

The main features when concluding a lease assignment agreement are as follows:

• no need to notify the direct owner of the premises, or a plot of land about the transfer of tenant rights to a third party, but this is quite acceptable if the parties wish;
• the possibility of leaving the original lease unchanged, that is, the absence of the need to amend it such a plan as the amount of rent, the timing and dates of its payment, and so on.

Why is this necessary?

Why is the assignment of lease rights necessary? A transaction of this kind is necessary in cases where the original tenant expresses a desire to transfer the rights to land, or to any premises to a third party, avoiding unnecessary delays.

Due to the fact that the transfer of rights is a rather simple procedure than termination of the contract and its subsequent re-conclusion, it is practically necessary when the third tenant in the system assumes not only the rights of the previous owner, but also his obligations. Such, for example, as payment of taxes, as well as payments directly for rent.

Assignment of lease rights

The assignment of the lease right implies the transfer of the rights and obligations of the previous tenant to the next in full.

A transaction to conclude an agreement of this kind can be concluded for:

• non-residential premises;
• land plot;
• other objects of immovable property.

Land plot

The agreement on includes some features.

Such, for example, as:

• tenants, both the next and the previous one, are obliged to notify the direct owner of the land about the transaction, however, his consent, both in writing and orally, is not required for the transaction;
• as it says, the owner, that is, the lessor directly, subject to the existence of an appropriate agreement signed by the parties, is obliged to provide the tenant with both the right to lease and the right to use the land;
• It also says that an agreement of this kind requires the presence of additional clauses, such as, for example, the mandatory specifics of the boundaries of lands, as well as their location.

Non-residential premises

As in the case of land plots, an agreement on the assignment of lease rights to immovable property is also endowed with the following features:

• when concluding a lease agreement between the owner of the premises, as well as the tenant, the former has the right to indicate such an item as the inadmissibility of the assignment of rights, this is due to the fact that the consent of the tenant is not required to conclude an assignment agreement;
• accepting non-residential premises, the third person in the lease system also accepts all the conditions of the previous agreement and debts for taxes and fees, if any, it is also permissible to include such debts in the total cost of the transaction;
• the transfer of the right to lease to a non-residential premises is often a very profitable deal for the original tenant, this is due to the fact that upon completion of this procedure, he receives a certain amount of money for concluding the contract.

To a third party

The peculiarity of the transaction for the assignment of property rights is that this is concluded exclusively between the third and second links in the chain of lease of premises or land.

That is, the personal presence of the direct owner of an object of any kind, or his legal representative is not required.

Also, when completing the transaction procedure, the parties have the right to introduce into the contract certain clauses agreed upon between them earlier, however, they should not in any way change or amend the original lease agreement concluded directly with the owner.

Registration procedure

The procedure for registering a transaction for the assignment of property rights includes several main stages:

• collection of documentation, preparation of a contract form, as well as an oral agreement between the parties on the items, the inclusion of which in the document is mandatory, as well as the introduction of a number of any additional conditions;
• contacting the appropriate registration authority;
• obtaining certified and sealed documents that have entered into legal force, in accordance with which the rights to any object are transferred from one person to another.

Documentation

In order to make a deal on the assignment of lease rights, the parties must have a package of the following mandatory documents:

• application according to the accepted model;
• if the parties are individuals - their documents that can confirm their identity;
• tax service certificate;
• the original lease that was entered into directly with the owner;
• three copies of the contract.

Sample contract

The lease assignment agreement mainly contains the following information and is drawn up according to the model:

• full legal name of the document, as well as the place where it was drawn up and the date;
• complete data of all participants in the transaction;
• property that is directly leased and, accordingly, is the subject of the transaction;
• additional clauses and conditions that both parties consider mandatory to be included;
• date, as well as the signature of the participants.

Consequences

After the transaction, that is, after the conclusion of the assignment agreement, all the rights that were previously assigned to the first tenant are transferred to the second.

The term "rights" in this case means the possibility of owning a piece of land or any real estate.

In addition to the rights, the tenant also takes over the duties of the first person, namely:

• obligation to pay taxes and fees in accordance with regulatory legal acts;
• obligation to pay rent;
• payment of debts in the event that they were previously available and the specified item was stipulated in the terms of the contract.

Differences from sublease

Quite often, ordinary people, far from jurisprudence, put such concepts as sublease and assignment in one row. However, this is not quite true.

What is sublease? In this case, the owner, or the lessee, transfers any part, or the property as a whole, to a third party for a certain period of time.