Transactions involving commercial real estate in 2026 require the parties to undertake significantly more preparation than even a few years ago. The market remains active but has become more selective: according to IBC Real Estate, the total volume of real estate investment in Russia in 2026 may decrease to 600–650 billion rubles, while the main investment flow will continue to be concentrated in the office and warehouse segments. At the same time, a substantial amount of new office space is expected to be commissioned in Moscow, while in retail real estate the emphasis is shifting toward district-level formats and properties with predictable daily foot traffic. This means that today investors are no longer acquiring merely square meters, but a legally stable asset with clear profitability and a predictable ownership model.
Many clients and investors aim not only to purchase an attractive investment but also to carefully evaluate all possible benefits and risks associated with this decision. For this reason, legal support of a transaction in 2026 should begin not with signing a draft contract, but with answering three fundamental questions.
- First: what is the real tax cost of the transaction for the seller and the buyer.
- Second: how secure is the title to the property, the land, and other related infrastructure.
- Third: what claims the buyer may assert after closing if hidden defects emerge, tenants begin to sabotage the new owner, unexpected usage restrictions surface, or the seller’s representations prove inaccurate. This framing directly follows both current tax regulations and the developing practice of the Supreme Court of the Russian Federation.
Commercial Real Estate Market Trends in 2026
The most stable market segments in 2026 remain commercial offices and warehouses. According to real estate consultants, these segments continue to accumulate the main investment interest. Moscow is projected to see a significant commissioning of new office space, with a large portion of new supply oriented toward sale rather than lease. In practice, this means that a buyer of office property must analyze not only location and price, but also the future liquidity of the asset, the quality of space segmentation, the structure and effectiveness of tenants, as well as the possibility of profitable resale or subdivision of the asset.
Retail real estate appears less uniform. According to NF Group, new shopping centers planned in Moscow in 2026 will predominantly be of the district format. For investors, this is an important signal: priority is shifting toward premises integrated into residential areas, everyday retail, service spaces, and properties with stable local demand, rather than retail square footage in general. For example, the shopping mall “Afimall City” in Moscow City and the ZUM shopping center in the Zilart district of Moscow are successful examples of retail facilities that harmoniously integrate into residential environments. These projects embody the philosophy of the new retail approach: people spend leisure time where they live and work. Consequently, legal due diligence must cover not only the property itself but also its actual commercial model — existing lease agreements, rent indexation, tenant rotation possibilities, and restrictions on the use of the premises.
Taxes in Commercial Real Estate Transactions in 2026
Tax consequences must be considered in advance, as they largely determine the real cost of the property and may contain significant pitfalls for both the seller and the buyer. The tax burden is formed not only by obvious payments but also by the taxation regimes of the parties, the settlement structure, the procedure for transferring the property, and the future model of its use. Errors in calculations or incorrect classification of the transaction may lead to additional tax assessments, loss of deduction rights, reassessment of VAT, disputes with tax authorities, and an actual change in the economic result after the property has already been transferred.
Particular complexity in 2026 arises from changes in tax rates, different taxation regimes, and the dependence of tax obligations on the date of transfer of rights and execution of documents. Therefore, when preparing a transaction it is important to calculate in advance not only the purchase price but also the full amount of future fiscal payments in order to avoid a situation in which an investment-attractive acquisition turns into a source of unforeseen expenses.
Seller’s Taxes
For a seller operating under the general taxation system in 2026, two fundamental parameters are critical: corporate income tax and VAT. The base corporate income tax rate since January 1, 2025 is 25%, and this rate continues to apply in 2026. At the same time, from January 1, 2026 the base VAT rate has increased to 22%. For real estate transactions this is not an abstract change: the moment of determining the VAT tax base is linked to the transfer of the property to the buyer under a transfer deed or another document confirming transfer. In other words, it is no longer sufficient to simply specify the price in the contract; it is necessary to determine in advance whether VAT is included, which rate applies, and on what date the tax obligation arises.
A separate risk category in 2026 concerns sellers applying the simplified taxation system (STS). The Federal Tax Service directly explains that if income for 2025 was less than 20 million rubles, such a taxpayer is exempt from VAT from January 1, 2026 until this threshold is exceeded. If income for 2025 exceeded 20 million rubles, the taxpayer under STS must begin calculating and paying VAT from January 1, 2026. In this case, the taxpayer may choose either the standard 22% rate with deductions or special rates of 5% or 7% without the usual deduction mechanism. For 2026, the Federal Tax Service specifies thresholds indexed by the deflator coefficient: 272.5 million rubles and 490.5 million rubles. This radically affects price negotiations, because the same property may have different effective costs depending on the seller’s tax regime. For a corporate seller, the transaction approach must include not only the preparatory stage — collecting all title documents and developing a complex settlement structure — but also monitoring revenue levels, since revenue can significantly influence the transaction cost.
If the seller of commercial real estate is an individual, the personal income tax regime must be evaluated separately. The Federal Tax Service clarifies that exemption from taxation of income from the sale of real estate based on the holding period does not apply to property that was directly used in business activities, except for specially designated residential properties. For non-residential commercial premises, this means a simple rule: long-term ownership alone does not guarantee exemption from tax if the property was in fact used as a business asset.
Buyer’s Taxes
For a buyer operating under the general taxation system, the key issue is not merely the presence of VAT in the contract but the ability to actually claim that VAT as an input deduction. The Federal Tax Service states that input VAT may be deducted after goods, works, services, or property rights are recorded in accounting, provided that invoices and primary documents are available and the acquired asset is intended for VAT-taxable activities. As a general rule, the deduction may be claimed in the quarter when all conditions are met, as well as within three years after the asset is recognized. Therefore, even before the transaction, the buyer must verify whether the intended use of the property meets the criteria for deduction and whether incorrect tax classification could increase the asset’s cost after closing.
If the buyer also applies the simplified taxation system, the situation differs somewhat. When exempt from VAT or applying special rates of 5% or 7%, the standard input deduction usually does not function in the conventional manner. In practice, this means that a buyer under STS must evaluate the price of the property not nominally but through their actual tax burden. Errors at this stage often lead to the property becoming significantly more expensive than it appeared during negotiations.
Property tax must also be considered separately. The Federal Tax Service indicates that for certain commercial properties the tax base is determined based on cadastral value. This applies, in particular, to administrative and business centers, shopping centers, premises within them, as well as a number of non-residential spaces intended or actually used for offices, retail, public catering, and consumer services. Therefore, when purchasing commercial property it is necessary to calculate not only profitability but also the future annual fiscal burden under regional regulations.
Litigation Risks in the Purchase and Sale of Commercial Real Estate
The first key risk is inaccurate representations by the seller. Resolution of the Plenum of the Supreme Court of the Russian Federation No. 49 dated December 25, 2018 established the possibility of using representations about circumstances as a full-fledged contractual instrument for risk allocation. Arbitration courts already apply such provisions in practice, not merely formally. In case No. A76-3176/2023 (Arbitration Court of the Chelyabinsk Region), the court examined a contract for the sale of non-residential premises. The seller guaranteed the absence of encumbrances and tenant rights, and breach of these representations entailed contractual liability. In modern commercial real estate sale agreements, it is essential that the seller’s representations be detailed and that sanctions for their violation be predetermined and substantial for the seller.
The second risk involves hidden defects of the property. In 2025, the Supreme Court of the Russian Federation clarified that the period established by Article 477 of the Civil Code of the Russian Federation concerns the discovery of defects in goods and does not limit the possibility of judicial protection as a statute of limitations would. This means that if a defect is discovered within the specified period or warranty period, filing a lawsuit is permitted even after their expiration, provided there is evidence confirming when the defect was discovered. This is particularly relevant for commercial real estate, where signing an acceptance certificate “without remarks” does not preclude future disputes if structural, engineering, or other hidden defects are later identified.
The third risk concerns title defects and third-party rights. In 2025, the Supreme Court once again confirmed the approach under which a real estate buyer who relied on data from the Unified State Register of Real Estate (EGRN) is presumed to be acting in good faith until proven otherwise. However, this presumption does not make due diligence unnecessary. The mere fact of a registry entry does not eliminate the risk of disputes regarding previous transfers of title, corporate approvals, bankruptcy challenges, unlawful dispossession of property, or the presence of undisclosed users. For commercial real estate, this means mandatory verification not only of all entries in the EGRN but also of litigation history, enforcement proceedings, corporate documentation, and actual possession.
The fourth risk relates to the land beneath the property. In the same year, 2025, the highest judicial authority indicated that together with the transfer of ownership of the real estate object, the buyer also acquires whatever rights to the land plot the seller possessed. This is an important but by no means protective rule. If the seller had weak or limited rights to the land or part of it — a short lease term, issues with permitted use, access problems, servitudes, or utility connections — all these limitations transfer along with the building or premises. Therefore, purchasing commercial real estate without comprehensive land due diligence is one of the most common strategic mistakes.
The fifth risk involves unauthorized alterations, reconstruction, and interference with common property if the premises are located in a multi-apartment building. In a review of judicial practice, the Supreme Court specifically emphasized the need to verify whether the common property of the building has been affected and whether the approval procedures for alterations and redevelopment have been followed. For the buyer, this means checking not only the EGRN extract but also technical documentation, floor plans, the actual configuration of the premises, and the existence of the necessary permits.
How a Safe Transaction Should Be Structured
It can be reasonably concluded that a safe commercial real estate transaction in 2026 is built on three parallel examinations.
- First — tax review. It is necessary to determine in advance the seller’s tax regime, the VAT status of the transaction, the buyer’s right (or lack thereof) to deductions, as well as the future property tax burden associated with the asset.
- Second — legal review. This includes assessing title, grounds for the emergence of ownership rights, corporate approvals, litigation, bankruptcy risks, third-party rights, tenants, pledges, arrests, enforcement proceedings, as well as land rights and utility connections. The Supreme Court’s positions regarding the bona fide purchaser and the transfer of land rights do not eliminate the need for such verification but only form the basis for potential future disputes.
- Third — technical review. Before signing the contract and making final payment, the buyer must document the actual condition of the property, its engineering systems, structural elements, traces of alterations, existing defects, and suitability for the intended use. This component later determines whether the purchaser will be able to prove hidden defects and assert claims against the seller.
How a Commercial Real Estate Lawyer Helps
In supporting such transactions, the specialist’s role is not limited to a routine check of the EGRN extract and editing the terms of a sale or lease agreement. In practice, the work is structured differently: first, a tax model of the transaction is developed; then legal and technical due diligence of the property is conducted; after that, the contract incorporates the seller’s representations, price retention mechanisms, provisions on disclosure of encumbrances, procedures for transferring documentation, consequences of hidden defects, and liability for inaccurate information.
For the seller, this is a way to close the transaction predictably without leaving uncontrolled claims afterward. For the buyer, it is a way to acquire not a problematic asset but a legally manageable property that can be used, leased, reconstructed, or resold without subsequent costly litigation.
In 2026, commercial real estate transactions require a comprehensive approach combining legal, tax, and procedural considerations. Mistakes in such deals may lead not only to an unsuccessful purchase but also to additional VAT assessments, disputes over tenant rights, discovery of hidden defects, land restrictions, or the inability to implement the planned investment model. Therefore, professional legal support is necessary not to satisfy formalities but to ensure that the property’s price reflects its true legal quality.
Frequently Asked Questions About Commercial Real Estate Transactions
Is it possible to purchase commercial real estate with debts or encumbrances
Yes, formally such a transaction is possible; however, registered encumbrances — mortgages, leases, servitudes, restrictions on registration actions — remain in force and transfer to the new owner together with the property if they are not removed prior to the transaction.
In practice, particular danger is posed by accompanying factors that are not always obvious from the registry:
- ongoing litigation;
- outstanding utility and operating debts;
- conflicts with resource-supplying organizations;
- restrictions on access to or use of the premises.
Do tenants automatically transfer to the new owner
Yes. Upon the sale of a commercial property, existing lease agreements remain in force, and the buyer becomes the new landlord under the same terms as the previous owner. This means that together with the property the buyer acquires an established rental model, including lease terms, rates, indexation procedures, and restrictions on termination. Changing these conditions after the transfer of ownership is often impossible without the tenant’s consent.
Can the property be used for a different purpose after purchase
Not always. The possibility of use is determined by the permitted use of the land plot, urban planning regulations, and the technical characteristics of the building.
Even if the premises are physically suitable for another activity, legal restrictions may require additional procedures:
- changing the permitted use of the land plot or premises;
- obtaining approvals and permits from government authorities and municipalities, without which lawful use of the property for a new purpose may be impossible;
- preparation of project documentation and necessary technical surveys of the building;
- reconstruction, capital repairs, or redevelopment if the current condition does not meet the requirements of the intended activity or safety standards;
- reconfiguration of engineering systems, increase of electrical capacity, modernization of ventilation, water supply, and other utilities, as well as adaptation of the property to a new operational format in compliance with applicable technical, sanitary, and fire safety requirements.
How to avoid fraud when purchasing commercial real estate
The primary risk involves attempts to sell property without proper rights, conceal encumbrances, or withdraw assets before bankruptcy. To minimize the likelihood of fraud, it is important to follow basic precautions:
- carefully verify who actually owns the property, how it was acquired, whether ownership changed shortly before the sale, and whether there are signs of an urgent attempt to withdraw the asset;
- ensure that the seller truly has the right to dispose of the property and, in the case of a corporate sale, that all necessary approvals and authorities are in place;
- review the seller’s litigation history and debts;
- request a complete package of documents for the premises in advance;
- conduct payments only through a bank or a secure mechanism under which funds are released to the seller after registration of the transaction.
In practice, the most reliable protection is professional legal support. A specialist conducts comprehensive due diligence of the property and the parties, identifies hidden risks, properly formulates contract terms, and supervises the settlement procedure. It is important to choose a lawyer or team with specific experience in commercial real estate, as mistakes at this stage may lead to loss of the asset or prolonged litigation.
