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Checklist4 min readPublished

How to test related-party rent and lease arrangements for arm's-length pricing

The procedure for testing whether rent paid to or received from a related party is priced at arm's length: building an independent comparable set, testing non-price terms, and documenting the benchmark.

Testing related-party rent and lease arrangements for arm's-length pricing means building an independent comparable rent benchmark for the specific location, property type and size — not accepting a single broker opinion the client sourced itself — and comparing both the rate and the non-price terms (deposit, escalation clause, lock-in period, renewal rights, maintenance responsibility) against what an unrelated landlord or tenant would typically agree, then documenting the comparable set used so the conclusion can be reperformed.

Why the rate alone is not the test

A related-party lease can carry a market rate and still transfer value through its other terms — an unusually long lock-in with no escalation, a security deposit far above market norm with no interest, or renewal rights on terms no unrelated landlord would grant. Testing the headline rent figure alone misses exactly this kind of arrangement.

The testing sequence

  1. 01Obtain the full lease agreement, not a summary of the monthly rentTerm, lock-in period, escalation clause, security deposit and its treatment, maintenance and utility responsibility, and renewal terms — each one is a separate pricing element.
  2. 02Build an independent comparable set for the specific location and property typeMultiple sources — commercial real estate listings, recent unrelated transactions in the same building or micro-market, or more than one independent valuer — rather than a single broker opinion arranged by the client, which carries the same independence concern as any other management-sourced estimate.
  3. 03Compare the contracted rate to the comparable range and quantify any varianceA rate within a reasonable range of the comparable set supports pricing; a rate materially outside it, in either direction, needs an explanation beyond 'market conditions.'
  4. 04Test each non-price term against market norms for similar leasesAn escalation clause absent or materially below typical annual escalation for the market, a deposit outside the normal multiple of monthly rent, or renewal rights that lock in a below-market rate for an extended future period.
  5. 05Test the economic substance of the arrangement where the related party is the lessorConfirm the related party genuinely owns or has the right to lease the property, that the entity actually occupies and uses it for its stated purpose, and that payments made correspond to an actual, substantive lease rather than a conduit for other value transfer.
  6. 06Trace the arrangement through the related-party transaction approval processAudit committee approval, board approval, and shareholder approval where the transaction exceeds the prescribed thresholds, each tested against the specific terms actually in the agreement, not a generic description of 'office rent.'
Arm's-length testing working paper
TermBenchmark usedConclusion
Monthly/annual rent rateIndependent comparable set — multiple sources, same location and property typeWithin / outside market range
Escalation clauseTypical annual escalation for comparable commercial leases in the marketConsistent / inconsistent
Security depositTypical deposit multiple for the marketConsistent / inconsistent
Lock-in and renewal termsTypical lock-in period and renewal basis for comparable leasesConsistent / inconsistent
Arm's-length testing working paper

Regulatory requirement

Section 188 of the Companies Act requires board, and in specified cases shareholder, approval for related-party contracts including leasing of property, on terms that are not less advantageous to the company than an arm's-length arrangement. Verify the current text before concluding.

How we think about this

Building and comparing against a comparable rent set is a documented, reperformable benchmark exercise and should never rest on a single management-sourced opinion. Whether a deviation from the benchmark is commercially justified — a genuinely scarce location, a longer-than-normal commitment the related party offered in exchange — is the judgement the auditor has to weigh once the benchmark itself is solid.

This is practical guidance written for audit teams, not an authoritative statement of any standard or statute. Standards, forms and timelines change. Check the current text issued by the ICAI and the relevant authority before relying on anything here in an audit file.

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