Commercial Property Purchase Agreement: An Office Buyer’s Checklist

A commercial property purchase agreement must clearly identify the property being sold and the agreed price. An office buyer needs to check not only these essential terms but also the entire transaction sequence: who signs the documents, when the transfer of title is registered, when the seller receives payment and exactly what is handed over to the buyer.

The main practical question is whether the agreement reflects what the parties negotiated. Promises to deliver a ready-to-use office, vacate the premises or leave equipment in place need to become verifiable obligations. The phrase “standard agreement” does not explain who will address the registrar’s objections or what will happen to the money if the transaction stalls.

This guide explains how to agree the contract terms once a property has been selected. It helps you prepare questions for the seller, bank and lawyer, but it is not a ready-made legal template for signing. Due diligence on the property itself is covered separately: checking commercial property before purchase.

The cover is a conceptual illustration of a transaction, not a photograph of the F-375 property.

What form must the agreement take, and when is a notary required?

Under Russian law, a property sale agreement must be made in writing as a single document signed by the parties. Failure to comply with the prescribed form makes it invalid. Correspondence, an office presentation or meeting minutes should not be treated as a complete substitute for an agreed contract.

Notarisation is not required for every purchase of non-residential premises. Whether it is mandatory depends on the parties and the nature of the transaction: for example, special rules and exceptions apply to the disposal of shares in jointly owned property. The parties can also choose notarisation voluntarily. The specific circumstances should be checked before deciding how to sign.

Notarising the agreement and registering the transfer of title are different actions. For an existing office of the kind discussed in this article, the parties need to agree how to submit the documents for registration of the transfer of ownership. Electronic signing and electronic submission do not remove the requirements concerning form, the parties’ authority or the document package.

The subject of the agreement: exactly which office is being purchased?

The essential terms of a property sale agreement are its subject matter and price. Without information that clearly identifies the property, the agreement is treated as not concluded. In addition to terms expressly required by law, a term may become essential if either party requires agreement on it.

The description of the premises is usually checked against current documents for the cadastral number, address, designated use, area and location within the building. A commercial label such as “office penthouse” or “top-floor suite” alone does not provide a reliable understanding of what the purchase includes.

If the offering combines several separately registered properties, each needs to be identified. An agreement to buy “the whole office” should not obscure the fact that some premises belong to another owner or are not included in the sale at all. The allocation of the price between properties is discussed in light of the contract structure, payment arrangements, financing and tax implications.

The status of parking spaces, storage rooms, equipment, furniture and building services should be clarified separately. They may be separate real estate, movable assets or part of the building’s common property. Do not automatically assume that everything seen at a viewing belongs to the seller and is included in the sale. The assets to be transferred should be recorded in the agreement and its agreed schedules.

A plan helps you compare the premises with what you inspected, but an attractive furniture layout does not replace the property documents. If the actual layout differs from the documented configuration, resolve this before signing rather than hiding it behind a general statement that “the buyer is aware of the condition”.

The parties and their authority: who can sign the agreement?

Check the seller’s and buyer’s details, the signatories’ authority, and any required consents or corporate resolutions in the draft agreement. For a representative, simply having a power of attorney is not enough: its scope must authorise the relevant actions, including signing the agreement and participating in payment arrangements where applicable.

If the buyer is a company, decide in advance which entity will acquire the property and who will use the office. Changing the buyer from an individual to a Russian limited liability company at the end of negotiations may require changes to the bank’s terms and the documents. The choice of owner is covered separately: who should own commercial property.

It is also useful to specify who signs the handover document, transfers the keys and deals with the registrar. A power of attorney for conducting viewings does not, by itself, establish authority to sell the property.

Price, VAT and what is included: avoid conflicting interpretations

The property price must be agreed in writing. The buyer needs to understand not only the total amount but also what it covers: the premises, listed equipment, finishes or separate properties. If some assets are documented differently, the paperwork and budget should reflect that structure.

A VAT clause should not be chosen merely on the basis of the property’s description or by analogy with another transaction. The seller’s tax regime and the nature of the transaction affect how the price and documents are presented. The parties should explicitly agree the applicable tax treatment and ensure that the amount in the agreement matches the economics of the offer. Read more about VAT when buying commercial property.

Check whether the price can change because of a bank valuation, clarification of the area, removal of assets from the sale or a change in payment timing. If the parties provide for a price-adjustment mechanism, its grounds and procedure should be clear. Any such change should also be checked for compatibility with the financing terms.

Costs of arranging and completing the transaction, bank services and other associated charges are best allocated separately. The phrase “all costs are borne by the buyer”, without a list, can create a dispute about which costs were intended.

Encumbrances, tenants and the seller’s assurances

The agreement should reflect any identified restrictions, encumbrances and third-party rights. If the premises are mortgaged, the transaction arrangements must take account of the mortgagee’s rights. If a tenant occupies the office, a change of owner does not, by itself, terminate the lease or make the premises vacant.

When buying for your own company, it is particularly important to establish whether you are buying a vacant office or a property with an existing lease. A promise that “the tenant will leave soon” is not the same as an agreed obligation to deliver vacant premises. For an investment purchase, understand which contracts and security payments accompany the property. See the separate guide to buying an office with a tenant.

The seller’s information and assurances may cover its authority, the absence of undisclosed third-party rights, disputes or other material circumstances. Their content, supporting evidence and consequences if they are inaccurate should be agreed with a lawyer. A general paragraph saying that “the seller guarantees everything” does not replace document checks or provide automatic compensation for every loss.

Do not include a knowingly inaccurate statement that there are no encumbrances if the parties intend to discharge a mortgage during the transaction. Instead, describe the actual position, the necessary steps and the conditions under which the buyer receives the agreed outcome.

Signing, registration, handover and payment are four separate stages

These events may be linked, but they do not automatically happen at the same time. Signing the agreement does not mean that the buyer has already become the owner. The transfer of ownership of real estate is subject to state registration. Submitting documents starts the registration procedure but does not, by itself, confirm that title has transferred.

1. Signing records the parties’ agreed obligations and the chosen transaction structure.
2. Registration of the transfer of title records the change of owner in Russia’s Unified State Register of Real Estate (EGRN).
3. Physical handover gives the buyer the agreed access to the premises and the assets being transferred.
4. Payment takes place under the agreement and the chosen payment mechanism.

As a general rule, the obligation to transfer real estate is fulfilled when the property has been handed over and the parties have signed a transfer document, unless the law or the agreement provides otherwise. The handover document records the office’s condition, equipment, issues and keys delivered. Signing “without objections” does not replace an inspection: accepting property with defects does not, by itself, release the seller from liability for improper performance of the agreement.

The parties should define how documents are submitted, registration is confirmed, the premises are vacated, the handover document is signed and access is provided. They should separately agree the event from which maintenance costs, utilities and the risk of accidental loss are allocated. These questions should not be left to a vague phrase such as “from the transaction date”.

A corporate office buyer should link handover to a verifiable condition: the premises are vacated to the agreed extent, the assets being transferred are in place, and the full set of keys and access credentials has been received. If a period is needed to prepare for relocation, any access before handover should be agreed separately. The overall purchase process is explained in how to buy an office in Moscow City.

Payment arrangements: the agreement and the bank’s terms must match

Letters of credit, escrow accounts and other payment methods differ in their structure and conditions. The name of an instrument alone does not safeguard the buyer’s interests. Check who will receive the money, which documents authorise payment, who can change the terms and what happens if registration is not completed.

Compare the agreement with the bank’s documents on three points: which event entitles the seller to payment, which document confirms that event, and the period within which the documents can be presented. If the agreement says that the seller receives the money after registration of the transfer of title, but the bank’s terms allow payment on another basis, resolve the inconsistency before opening the instrument.

Also agree what happens in the event of technical errors, delayed documents, expiry of the instrument or the need to extend it. A financed purchase also involves the lender’s requirements, mortgage terms and loan disbursement procedure. The parties’ willingness to sign the agreement does not replace the bank’s approval of the specific arrangement. Read more about commercial mortgages for buying an office.

A single-page transaction outline is useful for the buyer: the action, responsible party, document and associated payment condition. It does not replace the agreement, but it helps identify inconsistencies between the contract, the banking instrument and the handover plan.

What to agree in case registration is suspended

Suspension of registration is not the same as refusal. It does not automatically terminate the agreement or trigger a refund. Establish the grounds for suspension and the actions needed to continue the procedure if the obstacle can be resolved.

Before signing, agree who receives notifications, supplies missing documents, corrects errors and keeps the other party informed. Deadlines for contractual obligations should account for possible developments in the registration process and the payment arrangements. There is no universal timeframe suitable for every transaction.

A separate set of terms should address what happens if registration cannot be completed: the grounds and procedure for terminating the agreement, the treatment of money already paid, return of property already handed over, costs and liability. A clause saying “the money is refunded if registration is refused” is not enough: it does not identify who refunds the funds, how this is done or which documents the bank will require.

An addendum, termination and correction of documents may have different consequences. A lawyer should assess the applicable option and whether the contractual mechanisms are permissible, taking account of the obstacle, mandatory rules and the steps the parties have already taken.

Advance payments and earnest-money deposits: do not rely on the payment label

The parties sometimes agree a preliminary payment before the main settlement. An advance payment and an earnest-money deposit under Russian law (zadatok) have different legal functions. The deposit secures performance, and the agreement on it must be in writing. If there is doubt whether a sum is such a deposit, it is treated as an advance payment unless proven otherwise.

As a general rule, if the party that paid the earnest-money deposit is responsible for non-performance, the recipient keeps it; if the recipient is responsible, it must pay twice the deposit amount. If the obligation ends before performance begins by agreement of the parties or because performance has become impossible, the deposit is to be returned. Whether these rules apply must be assessed in the circumstances of the particular transaction.

The label used in a message or payment instruction does not settle every issue. Agree which obligation the payment relates to, whether it is credited towards the price, which events affect what happens to the sum, and how receipt is confirmed. If the payment is linked to a preliminary agreement, check that agreement as well.

A buyer should not be promised that every advance payment is necessarily refundable or that an earnest-money deposit is repaid at twice its amount whenever a transaction stalls. The consequences depend on the obligation, the reasons for non-performance, the parties’ responsibility and the applicable rules. The phrase “non-refundable payment” is not a universal legal answer either and requires analysis.

The practical approach is to agree the transaction structure and preliminary payment terms before transferring money. If the property, buyer or banking arrangement changes, check again whether the earlier payment documentation still matches the revised agreement.

Checklist of the agreement’s main sections

Example: the office is ready, but the handover terms conflict

Suppose a company has selected an office for its own use. The seller promises to leave the fitted furniture and hand over vacant premises after registration. However, the draft agreement lists only the real estate, while the handover document confirms acceptance without objections at the time of signing. The bank’s payment terms follow a different sequence.

In this situation, the priority is to resolve the inconsistencies, not to sign merely to keep to the planned date. The parties describe the assets included, agree how the premises will actually be vacated, and set out the inspection and signing of the handover document. The bank confirms that the payment arrangements match the revised sequence. A lawyer checks how these obligations relate to liability and the steps to be taken if they are breached.

This is not an example of F-375’s sale terms or a universal transaction model. It illustrates why the agreed commercial outcome needs to be reflected consistently in the agreement, schedules, handover document and bank paperwork.

Schedules and the buyer’s final checklist

The schedules required depend on the property and transaction structure. Typically, the parties consider whether they need:

• a list of the properties and an agreed plan identifying them;
• an inventory of movable assets and equipment to be transferred;
• an agreed handover document and procedure for recording the condition and any issues;
• a payment schedule, if required by the chosen arrangement;
• documents or a list of information on disclosed encumbrances and contracts;
• a list of keys, access credentials and documentation to be delivered with the office.

Not every document must be a schedule to the agreement. Distinguish its integral parts from due diligence documents and the registration package. Names, versions, references and signatures should make it clear which schedules the parties have agreed.

Before signing, make sure that:

1. The property and price are defined, and the agreement describes everything the purchase actually includes.
2. The signatories’ authority, mandatory form and necessary consents have been checked.
3. The tax treatment and additional costs cannot be interpreted differently.
4. Third-party rights are disclosed, and the office’s expected condition is agreed.
5. The agreement, bank documents and handover procedure do not contradict one another.
6. The steps to take if registration is suspended or refused, or payment is incomplete, are defined.
7. The version being signed contains no unagreed changes, and both parties have access to the schedules.

Frequently asked questions about commercial property purchase agreements

What must a commercial property sale agreement contain?

The prescribed form must be observed and the essential terms agreed, particularly the subject matter and price. The property must be clearly identifiable. Other terms may become essential under the law or at a party’s request; payment, handover and liability need to be agreed separately for the specific transaction.

Does an office purchase agreement need to be notarised?

Not always. Whether notarisation is mandatory depends on the parties and the transaction, including special rules for shares in ownership and the applicable exceptions. The parties may choose notarisation voluntarily. The requirement should be checked before signing the agreement.

When does the buyer become the office’s owner?

The transfer of ownership of real estate is subject to state registration. Signing the agreement, submitting documents, making payment and handing over the keys are separate events. Their sequence should be agreed, but none of them, by itself, replaces registration of the transfer of title.

Can several premises be bought under one agreement?

An agreement can cover several properties if its structure fits the transaction and each property is properly identified. The parties need to agree what is being purchased, the price, payment arrangements and documents. If financing is required, the chosen structure should also be checked with the bank.

Does suspension of registration automatically cancel the agreement?

No. Suspension and refusal are different decisions, and suspension does not, by itself, terminate the agreement. The parties establish the reasons, take the necessary steps and follow the agreed procedure. The possibility of ending obligations and the consequences for the money must be assessed separately.

Does a letter of credit guarantee safe payment?

The name of the instrument alone does not guarantee the transaction’s outcome. The payment conditions, supporting documents, validity period and procedure for changing or completing payment matter. The bank’s terms should match the agreement and account for possible obstacles to registration.

Will an earnest-money deposit be returned if the office purchase fails?

There is no universal answer: the consequences depend on the agreement, obligation, reasons for non-performance and the parties’ responsibility. An earnest-money deposit is not the same as every preliminary payment. Before transferring money, check its legal classification and the terms governing its subsequent use or return.

Is a standard agreement enough if the office has passed due diligence?

A standard text can serve as a starting point, but checking the property does not remove the need to agree payment, handover of assets and steps to take if complications arise. The agreement should be adapted to the parties, financing and what is being purchased, with the final version reviewed by a lawyer.

Buying the F-375 office: from property selection to an agreed transaction

If you are considering buying an office penthouse in Federation Tower for your own company or as an investment, start with the current scope of the offering and a discussion of the purchase structure. Visit the F-375 office page to learn about the property and request further information.

This material helps you prepare questions about the agreement. It does not replace individual legal and tax advice or confirm that a particular banking arrangement applies to a specific property.