On July 14, 2022, the Federal Law No. 323-FZ "On amendments to certain legislative acts of the Russian Federation" (the “Law”) came into effect. The Law, among other things, amends the Federal Law No. 46-FZ of March 8, 2022 and provides for the specifics of regulating relations with tenants in the field of trade and (or) catering from unfriendly countries until the end of 20221.
The provisions of the Law apply to lease (sublease) contracts, that simultaneously meet the following criteria:
a) The amount of rent under the contract directly depends on the economic activity of the tenant.
b) The tenant under the contract:
- Is a trade and (or) catering organization;
- Directly or indirectly is under the control of a person associated with an unfriendly state or territory2; and
- Terminate or suspended the use of the rented property for carrying out its activities in Russia.
If, because of the suspension or termination of the tenant’s activity, the amount of rent under such contract has decreased by more than 50% as compared to the same indicators for the previous year3, the landlord is vested with the following powers:
- The right to require the tenant to pay monthly rent for the period in which the tenant suspended or terminate using the leased property
- The right to unilaterally withdraw from the contract
The amount of rent in this case is determined in the amount of the average monthly rent received for 2021 or for the period from January 2022 to February 24, 2022, if the use of the leased property began on January 1, 2022.
It is possible to require the tenant to pay monthly rent starting from the date of publication of the Law4.
To be able to exercise this right, the landlord must send a request to the tenant to resume the use of the leased property. The right to unilateral withdrawal from the contract arises from the lessor if at least one of the following conditions is met:
a) The tenant does not resume the use of the leased property after 10 business days from the date of receipt of the relevant request from the landlord;
b) The tenant refused to fulfill the request or did not fulfill the request after 10 business days from the date of its receipt.
In addition, the Law contains provisions when a unilateral withdrawal from the contract cannot be exercised by the landlord:
- the tenant lost control of foreign persons after February 24, 2022, and changed its trademark or brand name5;
- the tenant is no longer controlled by foreign persons after February 24, 2022 and under the control of Russian legal entities or individuals6.
It will be possible to exercise the right to unilaterally withdraw from the contract upon 60 days after the official publication of the Law.
Art. 21.2 of the Federal Law No. 46-FZ dated March 8, 2022, considering the changes introduced by the Law
2 The list of such unfriendly states or territories is established by the Resolution of the Government of the Russian Federation No. 430-r dated March 5, 2022
3 Paragraph 6 of article 21.2 of the Federal Law No. 46-FZ dated March 8, 2022, considering the changes introduced by the Law
4 The date of the official publication of the Law is July 14, 2022
5 Subparagraph 1 of paragraph 12 of article 21.2 of the of the Federal Law No. 46-FZ dated March 8, 2022, considering the changes introduced by the Law
6 Subparagraph 2 of paragraph 12 of article 21.2 of the of the Federal Law No. 46-FZ dated March 8, 2022, considering the changes introduced by the Law