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Apr 10, 2019 19:01
5 yrs ago
10 viewers *
English term

inseparable improvements

English Bus/Financial Real Estate Russian terminology
Appearing in this form: "... transfer of inseparable improvements in leased fixed assets"

The only references I have found relate to RU sources, and I think this may be a term specific in RU law.

It seems to me it relates to 'fixtures' — modifications or 'improvements' made to leased premises (in this case, a very large RU company) that devolve to the landlord if the lease ends.

It appears in a set of financial results (this is just a heading), and there is no further reference to this term or any further information given anywhere in the whole report.

I don't imagine the sums invovled would necessarily be very huge, but presumably the accounts will allow for the provision to cover this and/or 'depreciation' in connection with this.

I feel sure the same concept must exist here in the West, and I don't mind betting that 'improvements' would be part of it; but I'm just stumped for how we would render the 'inseparable' part, apart from the underlying notion of 'fixtures'.

As an aside, would be also refer to this as 'fixed assets', or would 'immovables' be better here?
Responses
2 +3 leasehold improvements
4 unmovable/immovable improvements (to the rented property)
4 improvements to the (rented) property that can not be separated/divided from the property
3 +1 Making better sth in the Property that is part of it.
2 improvements that are inseprarable from the structure
3 -2 necessary improvements expenses

Discussion

Tony M (asker) Apr 24, 2019:
@ C. I'm sorry, I can't! This is just one fleeting mention with no further context in a financial report. As such, it necessarily has to be as all-encompassing as possible, and I think it includes all those things; certainly 'buildings' and 'land' are likely, but I think also plant and vehicles.
AllegroTrans Apr 23, 2019:
@ Tony M Tony, could you clear up one important point please? What is the asset concerned? Land, buildings, plant & machinery? I think it matters. Best regards, Chris
Taña Dalglish Apr 22, 2019:
@ Daryo How do you know what term Tony (the Asker) needs? Ask him, not me! (I believe he need the UK equivalent Again, it is not only my time, it is others as well! I'm done! "No further comments". Regards.
Daryo Apr 22, 2019:
You are the one wasting other people times by unfounded assertions that I can't leave without response, in case someone takes them seriously.

You really expect me to let it pass when you are affirming that legal documents filled in US are not using a term the definition of which you can find on a reference site used by the legal profession in USA?
Taña Dalglish Apr 22, 2019:
@ Daryo Frankly, I find your posting a total waste of my time now. You must be mixing me up with someone else as I said nothing about "run-of-mill conspiracy theories / Flat Earthers site according to you?" (whatever the h* that means?). The last issue I will address is if you read the entry properly, Tony asked for "the relevant accounting term used in financial statements" (which michael 10705 explained to you a thousand times). He also said:
"Russia adopted IFRS and it became part of Russian law as well around 2010-11." SEC is American! Regards.
Daryo Apr 22, 2019:
@ Taña Dalglish "the concept of "inseparable improvements" (which you insist is correct. It is not). It is not a term used under Anglo-Saxon/or American law"

?????

Inseparable Improvements ' shall mean results of the Lessee's conduction of Works in the Premises that cannot be parted from the Building or the Premises without causing any damage to the Building and/or the Premises;

SOURCE: https://www.lawinsider.com/dictionary/inseparable-improvemen...

A source about as reliable as your run-of-mill conspiracy theories / Flat Earthers site according to you? Let's see:

"Welcome to the LawInsider research database. The over 1,268,560 documents contained on this website are SEC contract filings that are catalogued and indexed daily.

This site is leveraged by over 150,000 in-house counsel, attorneys, contract managers and entrepreneurs who utilize our search functionality to identify model contracts and clauses for use in contract drafting.

LawInsider was co-founded by Preston Clark, an attorney and software executive in San Francisco, ... "

https://www.lawinsider.com/about

"SEC contract filings" = what are they? who is doing them? In which country? What's the legal system of that country? ...
Taña Dalglish Apr 17, 2019:
@ Daryo The last comment is I don't think there are many of us, least of all you (and not because you may live in the UK), who is qualified enough to say for a fact that "leaseholds" do not exist in Russia. Thank you and punto final! ....................
Taña Dalglish Apr 17, 2019:
@ Daryo I've sat back and read all your entries, and frankly as a native English speaker, the concept of "inseparable improvements" (which you insist is correct. It is not). It is not a term used under Anglo-Saxon/or American law, and further Tony asked for, and I am assuming he needs the comparable accounting term, not a concept describing what he has outlined. "Leasehold improvements" is a perfectly valid term and all your arguments that "leasehold" does not exist in Russia is not valid, it not accurate. See Michael10705's comments addressed to you in earlier entries. Germaine also explained (mostly for your benefit):
Comme il s’agit de résultats financiers et qu’on parle de "depreciation" (amortissement), je suppose que le texte parle du traitement comptable/fiscal des immobilisations : fixed assets, capital investments, capital assets, tangible capital assets (immobilisations corporelles, actifs fixes, actifs immobilisés) - ce qui s’appelle aussi "property, plant and equipment". In my opinion, the term Tony needs is somewhere along the lines of what Germaine and Michael have stated. I don't think either that the issue is to find a comparable Russian accounting term.
Daryo Apr 17, 2019:
" ....what this category of expense would be called in accounting in the West."

it would be called "inseparable improvements", as it was rightly translated.

Also "inseparable improvements" is NOT some category invented by a translator out of thin air:

Inseparable Improvements ' shall mean results of the Lessee's conduction of Works in the Premises that cannot be parted from the Building or the Premises without causing any damage to the Building and/or the Premises;

Notice also that this definition from a US legal website refers to a "lessee" NOT to a "leaseholder".

Or to put it in the shortest form possible: here is a case of what is called everywhere in the world "renting" - in this ST a commercial property, which involves a "Lessee" - as opposed to "owning" a property in leasehold which involves a "leaseholder".
michael10705 (X) Apr 14, 2019:
IMO:

From the asker's comments here in discussion entries:

"We are not looking here for a definitive staement of the law, as in the translated code, but rather, what this category of expense would be called in accounting in the West."

Leasehold improvements are really, by nature, improvements to any leased property that are not easily separable without causing damage or loss of value - very few things are truly "inseparable," so that in itself is already a bit misleading as a term.

It is a pretty common accounting term, yes, also beyond the Anglo-Saxon or common law world. You'll see it mentioned in IFRS financial statements.

Russia adopted IFRS and it became part of Russian law as well around 2010-11. In fact, it is also required in Russia for certain types of companies - companies listed on the stock exchange, just as one example.
Daryo Apr 13, 2019:
@ Germaine You are disagreeing with what I haven't said, and are in fact saying exactly what I also said. I imagined that my answer is clear enough:

"... as for the translation for неотделимые улучшения, no need to try to change anything - aucun besoin d'aller chercher midi à quatorze heures - "inseparable improvements" is a perfectly good one, as confirmed by: ..."

so yes, I agree that there is absolutely nothing wrong with using "inseparable improvements" practically anywhere in the world.

The point of this question for Tony to have the exact meaning of the term, and possibly also to have a reassurance that it's the best translation for the corresponding concept in Russian property laws, to get an explanation NOT some supposedly "better translation" just for the sake of it.

What I keep strongly objecting to is any mention of "leasehold" in connection to a property located in any country that is not part of the Anglo-Saxon legal system. It makes about as much sense as elaborating about "feudal rights" in a republic! Or calling the Pope "an ayatollah" or ...
Daryo Apr 13, 2019:
@ Germaine You are disagreeing with what I haven't said, and are in fact saying exactly what I also said. I imagined that my answer is clear enough:

"... as for the translation for неотделимые улучшения, no need to try to change anything - aucun besoin d'aller chercher midi à quatorze heures - "inseparable improvements" is a perfectly good one, as confirmed by: ..."

so yes, I agree that there is absolutely nothing wrong with using "inseparable improvements" practically anywhere in the world.

The point of this question for Tony to have the exact meaning of the term, and possibly also to have a reassurance that it's the best translation for the corresponding concept in Russian property laws, to get an explanation NOT some supposedly "better translation" just for the sake of it.

What I keep strongly objecting to is any mention of "leasehold" in connection to a property located in any country that is not part of the Anglo-Saxon legal system.
Germaine Apr 13, 2019:
Tony, Comme il s’agit de résultats financiers et qu’on parle de "depreciation" (amortissement), je suppose que le texte parle du traitement comptable/fiscal des immobilisations : fixed assets, capital investments, capital assets, tangible capital assets (immobilisations corporelles, actifs fixes, actifs immobilisés) - ce qui s’appelle aussi "property, plant and equipment".

Je n’utiliserais certainement pas "immovables" dans ce contexte puisque le terme désigne essentiellement l’immobilier (real property), ce qui exclut l’aspect équipements - dans le sens large du terme (ex.: procédé industriel).

Quant à rendre le sens de "inseparable", pour ma part, je m’en tiendrais à "fixes", mais j’ai vu des "améliorations indissociables" dans des textes de source française.
Germaine Apr 13, 2019:
Daryo, Vous n’avez pas l’air de comprendre que "inseparable improvements" n’est pas un terme "russe", mais une expression utilisée en anglais un peu partout, tant aux États-Unis qu’en Europe. Il n’y a rien de sorcier là-dedans, rien qui oblige à couper les cheveux en quatre! Prenez ce texte:

http://bachgmid.com/10030/russian-accountant-1.html

La notion de "inseparable improvement" ne diffère pas de celle qui vous est expliquée ici. Ce qui est logique d’ailleurs, parce que tant qu’à parler de comptabilité et de fiscalité russe en anglais, l’auteur est bien avisé de choisir une expression usuelle qui soit représentative de ce qu’il parle, non?
Daryo Apr 13, 2019:
@ Danya If you had to translate "Патриарх" into Italian you wouldn't call it "a cardinal", or an "ayatollah" in Farsi? I wouldn't ...
danya Apr 12, 2019:
nothing THAT exotic about it https://thelawdictionary.org/leasehold/
Especially if we are not discussing the peculiarities of ownership rights, especially if it is a part of a fixed expression
Daryo Apr 12, 2019:
What is "leasehold" doing in Russia??? You could as well keep talking of laws passed in the French or German parliament needing "the Royal Assent" before coming into force ...
Germaine Apr 11, 2019:
Je suis d’accord avec Danya et Michael: "leasehold improvements" fits the bill:
https://www.accountingtools.com/articles/how-do-i-account-fo...

C’est ce qu’on appelle ici des "améliorations fixes", tout simplement. Je ne vois pas le besoin de couper les cheveux en quatre: ce n’est pas tant un concept juridique qu’un concept factuel: ou vous pouvez partir avec l’amélioration (ex.: remplacement des luminaires), ou vous ne pouvez pas sans démolir pour remettre dans l’état original (ex.: la société qui a aménagé ses bureaux sur un étage vierge n’abat pas les murs en déménageant). Par ailleurs, d’un point de vue comptable/fiscal, les "améliorations" se distinguent des "réparations" et ce ne sont pas tous les baux qui prévoient un "remboursement" au locataire, loin de là! Le commercial n’a pas grand chose à voir avec le résidentiel.
danya Apr 11, 2019:
The term 'leasehold improvements' fits the bill. The tenant may well receive income in the end, when the lease expires and the improvements have to go off its balance-sheet - it transfers them to the landlord (not back to, because the landlord had never owned them) for a consideration, if it was so agreed in the lease contract or if the improvements were approved by the landlord.
michael10705 (X) Apr 10, 2019:
As to the last part of your question, leasehold improvements are generally accounted for under the Property, Plant and Equipment = Fixed Assets category. Also, IMO, I would venture that it has nothing particularly to do with Russian laws as such, but that the writer may not have been aware of the Western accounting lingo for this type of fixed asset. Also, please see this ref - leasehold improvements is specifically referred to, but there is no entry under "immovables" or "inseparable."...https://books.google.com/books?id=xfsugBgwaJMC&printsec=fron...
Daryo Apr 10, 2019:
There is no need For any breach of confidentiality.

What is needed is someone who knows well the property laws in Russia.

It might be worth asking for an explanation in the EN-RU or FR-RU pair, as there must few Russian translators that could explain the distinctive / key elements of this concept.
Tony M (asker) Apr 10, 2019:
@ Mikhail Thank you very miuch indeed for finding that translted version of the RU code, which exactly confirms what Taña's ref. says — and I'm sure is probably the origin of all the RU examples to be found on the 'Net.
I remain sceptical, though, as to the applicability of this term outside RU, since I have not found a single ref. that originates from outside RU.
We are not looking here for a definitive staement of the law, as in the translated code, but rather, what this category of expense would be called in accounting in the West.
Tony M (asker) Apr 10, 2019:
@ Daryo Rusia throughout, and as I said, it's clear that this is a concept under Russian law; I don't have a source text in RU, but it has been written in EN by RU natives.
The transfer can only presumably mean the transfer of the improvements back to the landlord at lease end... but here, my guess is as good as yours; in particular, I don't know why they are talking about 'income and expenditure' for this transfer: presumably, it can only be 'expenditure', unless there is a 'gain' in terms of its costing less than the provision allowed. I really have no further information relating to this term. For confidentiality reasons, I can't iudentify the company, but suffice it to say it is a very large industrial concern.
I am totally convinced there is a generally-applicable term, as confirmed by Taña's reference, also RU, which seems to be describing exactly the notion of 'fixtures and fittings'.
Mikhail Korolev Apr 10, 2019:
Russian Civil Code translated by Ch. Osakwe.

Tony, I'll give the link and in case it won't work, this is how you can find it. Go to Google Books and put Russian Civil Code Osakwe in the search box. After you open the Russian Civil Code make a search in the book for Article 623 - Article 623, part/paragraph 2 is what you need I think.
https://books.google.ru/books?id=JcanG8FDWdcC&pg=PA28&dq=rus...
Daryo Apr 10, 2019:
More context? Where is this property located? ONLY the national laws would apply IOW there is no point looking for some general-purpose-everywhere-the-same definition of "inseparable improvements" - the ONLY relevant meaning is the one given by the local law.

Whose financial statement is it? Of the Russian company (the tenant?) or of the owner of the property?

Which way this "transfer" is going, and at what time? Like, at the end of the lease?

Is the ST the EN original, or a translation from RU?
Taña Dalglish Apr 10, 2019:
Not sure if this will shed additional light, but here goes:
https://www.dlapiperrealworld.com/export/sites/real-world/gu...
Improvements to the leased property are divided into separable and inseparable improvements.
Separable improvements (for example, installing furniture) can be performed by the tenant without the consent of the landlord and remain in the ownership of the tenant.
**Inseparable improvements (for example, repair of the building) can be performed only with the landlord’s consent and, after the termination of the lease, the tenant is entitled to compensation for such improvements,
unless otherwise provided for in the lease.**

Responses

+3
1 hr
Selected

leasehold improvements

In this case (column header, financial statements), I would perhaps just go with "leasehold improvements."

--------------------------------------------------
Note added at 2 hrs (2019-04-10 21:15:48 GMT)
--------------------------------------------------

...the term one usually uses in accounting for this...things like building in wall partitions, new electrical wiring, etc.

--------------------------------------------------
Note added at 2 hrs (2019-04-10 21:35:45 GMT)
--------------------------------------------------

i.e., see page 26...https://www2.deloitte.com/content/dam/Deloitte/ru/Documents/...

--------------------------------------------------
Note added at 2 hrs (2019-04-10 21:41:10 GMT)
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actually, it's page 27...

--------------------------------------------------
Note added at 2 hrs (2019-04-10 21:47:54 GMT)
--------------------------------------------------

also, i.e., see page 101, "qualified leaseholder improvement" herein:
https://www.ey.com/Publication/vwLUAssets/Worldwide_Capital_...$FILE/Worldwide%20Capital%20and%20Fixed%20Assets%20Guide%202016.pdf
Note from asker:
Thank you for your strongly-argued contribution, but I would not have chosen this answer: while these may be improvements made to 'leased assets', there is no element of 'leasehold' involved; 'lessee's improvements' would be more strictly correct in this context.
Peer comment(s):
disagree Daryo : There is no such thing as "leasehold" in Russia // you can disagree to your heart's content, it won't change facts: "leasehold" [not "lease"] exists ONLY in the Anglo-Saxon legal system // last time I checked Russia wasn't included ...
20 mins
Sorry to disagree with you here. Please see refs for examples.
agree danya : spot on
12 hrs
Thank you.
agree Yvonne Gallagher : Yes, agree with your Dbox entry as well. "inseparable" = "fixtures"
13 hrs
Thank you.
agree Germaine
17 hrs
Merci bien.
agree Mikhail Korolev
20 hrs
Thank you.
neutral AllegroTrans : "Leased assets" (which may not be real estate at all, could be plant & machinery) doesn't point to "leasehold" which has a specific common-law meaning
8 days
Something went wrong...
4 KudoZ points awarded for this answer. Comment: "Selected automatically based on peer agreement."
-2
17 mins

necessary improvements expenses

It means, for me, that those expenses on ¨necessary improvements of the property¨ are included in the leasing so they become accounted on the ledger as a part of fixed assets.
Note from asker:
Thanks for your contribution, but there is nothing in the source term to suggest that these improvements might be 'necessary', which amounts to over-interpretation. The only distinction is between 'inseparable' and 'separable', which in EN is usually 'fixtures and fittings' in other contexts.
Peer comment(s):
disagree Daryo : You make it sound like this property was in a state of advanced disrepair - I can't see the slightest hint of that. It was simply adapted to the tenant's needs.
1 hr
disagree AllegroTrans : Agree with Daryo and I don't see any hint of this referring to expenses
15 hrs
Something went wrong...
1 day 4 hrs

unmovable/immovable improvements (to the rented property)

*%$^& computer just ate my explanations.
Will redo later.

--------------------------------------------------
Note added at 1 day 14 hrs (2019-04-12 09:49:00 GMT)
--------------------------------------------------

Finished counting to thousand, computer still in one piece ...

And found in the meantime a far better explanation!



Something went wrong...
1 day 15 hrs
English term (edited): inseparable improvements (as in Russian property laws)

improvements to the (rented) property that can not be separated/divided from the property

that would be the explanation.

there was already a Proz question in the RU-EN pair about "inseparable improvements"

Russian:

Произведенные арендатором отделимые и неотделимые улучшения арендованного имущества ...

English translation:
Any and all improvements, which may be made by the Tenant to the Leased Property, whether or not severable therefrom

https://www.proz.com/kudoz/russian-to-english/law-contracts/...

as for the translation for неотделимые улучшения, not need to try to change anything - aucun besoin d'aller chercher midi à quatorze heures - ""inseparable improvements" is a perfectly good one, as confirmed by:

Definition of Inseparable Improvements

Inseparable Improvements ' shall mean results of the Lessee's conduction of Works in the Premises that cannot be parted from the Building or the Premises without causing any damage to the Building and/or the Premises;
https://www.lawinsider.com/dictionary/inseparable-improvemen...

Nota Bene: неотделимые улучшения on its own / as a standalone term is only about what is physically/tangibly done to the property (as in: "shall mean results of the Lessee's conduction of Works in the Premises ...") so there is no need whatsoever to get sidetracked into including in the meaning of this term the legal position of whoever is doing this "Inseparable Improvements".

And there is even less need to start applying to a property located in Russia categories (like "leasehold") that are exclusive to the Anglo-Saxon legal system.



--------------------------------------------------
Note added at 1 day 17 hrs (2019-04-12 12:06:05 GMT)
--------------------------------------------------

... no need to try to change anything ...

--------------------------------------------------
Note added at 1 day 17 hrs (2019-04-12 12:28:44 GMT)
--------------------------------------------------

In some other cases "Inseparable Improvements" could have been done not by the tenant but by the owner, or someone lead to believe to be the owner, or by any third party, even including some illegal occupier! These would still be "Inseparable Improvements" ...
Something went wrong...
15 hrs

improvements that are inseprarable from the structure

No knowledge of Russian property law whatsoever, so low CL
BUT it sounds distincly like improvements that a tanant/ lessee has made which it would be impracticable to move, e.g. electrical wiring

Whilst "leasehold improvements" is a term recognisable to English/common law property lawyers, maybe you should be more "country neutral" here

--------------------------------------------------
Note added at 8 days (2019-04-18 21:13:44 GMT)
--------------------------------------------------



NB: Asker's text says "leased fixed assets". All you who have slavishly supported "leasehold" please note that such fixed assets could easily be e.g. plant and machinery, in which case no lawyer on the planet would use the term "leasehold".
Peer comment(s):
neutral michael10705 (X) : IMO: It is a generally and internationally recognized accounting term / concept (not just for lawyers),used both in civil and common law countries. For instance, France is not a common law country - but uses "ameliorations locatives"...
1 hr
Is it "internationally" recognised in Russia?
neutral Germaine : Agree with micheal. Plus: how do you define "structure" ? (and "inseparable from the structure"?)
4 hrs
maybe "fixed improvements" simply
neutral Daryo : in the right direction, but it's more than "the structure" it's simply any part of the rented property // "the structure" would usually be only the load-bearing elements of the building.
12 hrs
maybe "fixed improvements" simply
Something went wrong...
+1
9 days

Making better sth in the Property that is part of it.

To improve sth which is part of the structure of the property.
Note from asker:
Thank you for trying to help, though I fear that your suggestions is merely an unnecessarily long-winded explanation of what this is — and it also not very good EN. 'improvement' in this sense is a noun, and does not mean 'making better' (which would be 'improving').
Peer comment(s):
agree Maryam Shirdelpour
19 hrs
Something went wrong...
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