12 May 2026

Debt Recovery from Controlling Persons Following Removal from the Register: Non-Bankruptcy Subsidiary Liability Under the 2025 Supreme Court Review

May 12, 2026

BRACE Law Firm ©

The registration authority identifies inactive legal entities and strikes them from the Unified State Register of Legal Entities (the "USRLE", "Register"). Such situations frequently involve outstanding debts, prompting the law to establish a suite of measures to protect creditors harmed by abandoned businesses. Controlling persons of a defunct organization may be held liable through subsidiary liability.

On November 19, 2025, the Presidium of the Supreme Court of the Russian Federation approved the Review of the Practice of Arbitration Court Consideration of Corporate Disputes Regarding the Subsidiary Liability of Controlling Persons for the Obligations of an Inactive Legal Entity (the "Review"), which codified the fundamental principles of such liability and provided clarifications on specific issues with examples from judicial practice.

We analyze the key approaches of the Supreme Court of the Russian Federation toward out-of-bankruptcy subsidiary liability and judicial practice in light of the Review.

Identifying Controlling Persons

The Review does not provide a specific definition for the term controlling person, but the text contains numerous references to Article 53.1 of the Civil Code and the Bankruptcy Law. Although the Review examines situations outside the framework of bankruptcy proceedings, it actively utilizes the rules of liability for controlling persons derived from bankruptcy legislation. One may argue that the concept of controlling persons established in the Bankruptcy Law also applies to inactive organizations (excluding those norms that operate exclusively within bankruptcy).

General characteristics of controlling persons are listed in Clauses 1 – 3 of Article 53.1 of the Civil Code:

An individual authorized to act on behalf of the organization;
Members of the collective management bodies of the legal entity;
A person with the factual ability to determine the organization's actions (e.g., possessing the right to issue instructions to the head or collective bodies).

A more detailed definition of controlling persons is contained in the Bankruptcy Law and the clarifications of Resolution of the Plenum of the Supreme Court of the Russian Federation No. 53 dated December 21, 2017, On Certain Issues Related to Holding Controlling Persons of a Debtor Liable in Bankruptcy (the "Plenum No. 53"). First, controlling persons may be either individuals or legal entities. Second, these persons have the ability to give the organization binding instructions or otherwise determine its actions (Art. 61.10 of the Bankruptcy Law), for example:

The controlling person is a relative of the manager or members of the management bodies, or maintains a superior-subordinate professional relationship with them;
The controlling person is vested with authority to perform transactions (e.g., based on a power of attorney);
The controlling person holds a position that allows them to determine the organization's actions (e.g., Chief Accountant, Chief Financial Officer);
The controlling person exerts influence over the manager or members of management bodies in any way (including through coercion).

The Bankruptcy Law establishes a list of persons recognized as controlling by default (Clause 4, Art. 61.10 of the Bankruptcy Law). A rebuttable presumption rule applies to them it is assumed they can influence the organization's actions until proven otherwise (Clause 5, Plenum No. 53):

The head of the organization (sole executive, management company, or collective management body);
Members of executive bodies (e.g., the Board of Directors or Supervisory Board);
Liquidators and members of the liquidation commission;
A person holding a controlling interest in the charter capital, meaning the owner of more than 50% of voting shares in a Joint Stock Company (JSC) or 50% of interests in a Limited Liability Company (LLC). If participants are affiliated, the number of their shares or interests is aggregated. If affiliated persons collectively hold a controlling interest, all are recognized as controlling;
The person who participated in appointing the head of the organization;
Even if a person holds no position and is not a participant, but benefited from the bad-faith behaviour of the manager or owners, they may also be recognized as a controlling person by default. This refers to situations where the organization entered into a transaction that was clearly unfavourable to itself, resulting in a significant asset transferring to a third party (e.g., a contract on disadvantageous terms or with an unreliable counterparty). Since the presumption is rebuttable, the beneficiary (recipient of the property) can avoid liability by proving that the transaction terms aligned with market standards. Another example is business activity aimed at increasing the organization's debt due to an inefficient distribution of income among several persons. These persons might not be affiliated but participate in a unified production or commercial process. If the beneficiary proves that the commercial operations were recorded correctly and the benefit received was justified by reasonable economic reasons, they will not be recognized as a controlling person.

Thus, the status of a controlling person is an evaluative category rather than a formal one. To hold a person liable, courts are guided by the following principles (Clause 3, Plenum No. 53):

Actual control over an organization is possible regardless of the presence of formal legal attributes. Affiliation, participation in management bodies, holding a specific position, or owning an interest in the charter capital do not equate to being a controlling person per se. These subjects may be recognized as controlling only if their influence on management decisions is proven;
Because influence and control are evaluative categories, the list of controlling persons remains open;
The law establishes a list of subjects recognized as controlling persons by default unless they prove otherwise (the rebuttable presumption list);
To hold a controlling person liable, the court must assess the degree of their involvement in the management process and their influence on significant decisions. For example, if a transaction that changed the organization's economic or legal fate was concluded under a subject's influence, such a person is recognized as controlling.

The Review vividly reflects this evaluative approach. For instance, if the sole participant of a company is simultaneously its manager, this is not inherently a reason to hold them liable (Clause 6 of the Review). The court recognizes that in such a situation, the subject is indeed granted a high degree of control, which they could use in their own interests at high risk. As an example, the Review cites a creditor's claim against a manager and owner (as one person) for payment of land lease arrears. The court established that the owner did not use the organization's property for personal needs and did not act to the creditor's detriment. On the contrary, attempts were made to raise funds to settle the debt, which proved unsuccessful. In such a situation, the controlling person cannot be held liable.

A "nominal manager" is recognized as a controlling person, as this status alone does not exempt them from liability (Clause 6, Plenum No. 53). Nominal management may be expressed officially (e.g., delegating powers via a power of attorney) or manifest factually (when the manager makes management decisions under the influence of an informal leader who lacks official authority). A nominal manager is in any case obligated to monitor the actions of their authorized representative and bears responsibility for the management system.

The court may reduce the liability of a nominal manager, decreasing the amount or exempting them entirely, under the following circumstances (Clause 9, Art. 61.11 of the Bankruptcy Law):

If it is proven that the nominal manager did not factually exert a determining influence on the organization's activities;
If the nominal manager provided assistance during the court proceedings and provided information to identify the actual controlling persons or to discover hidden assets. The court considers whether these actions helped compensate for the creditors' financial losses.

This rule is established in bankruptcy legislation but also applies to inactive organizations (Clause 14 of the Review). As an example, a creditor's claim against the former owner of an organization was considered. The sole participant sold their interest during a period when the company had outstanding debt and was factually not conducting business. The court evaluated this act as a deliberate evasion of liability: the participant exited the company shortly before its exclusion from the Register with unsettled debt, transferring corporate control to a nominal person – the buyer of the interest. The court noted that it was precisely after the change in ownership that financial operations ceased, reports were no longer filed, and information about the new manager was not provided to the bank. These are clear signs of intentional termination of activities and evasion of settlements with creditors. In such a situation, both managers – the nominal and the factual one – bear liability.

Minority owners are not recognized as controlling persons. If a participant's interest in the charter capital is less than 10% and is used to extract ordinary income, this does not create an opportunity for control and influence (Clause 6, Art. 61.10 of the Bankruptcy Law). This rule also applies to inactive organizations. Clause 15 of the Review notes that the possibility of control lies with the "majority participant", who owns a predominant interest in the charter capital. A minority participant does not possess corporate control determining the organization's activities. Therefore, minority participants are generally not held liable unless the creditor proves that such a participant factually exerted influence on management decisions.

There is one peculiarity in the characterization of a controlling person under bankruptcy legislation: the possibility of control must exist during the bankruptcy period and no earlier than three years before the emergence of signs of objective bankruptcy. The three-year period is calculated from the moment the organization lost the ability to satisfy creditor claims and the total amount of liabilities exceeded the real value of its assets (Clause 4, Plenum No. 53). The Review does not reflect this aspect, and clear temporal boundaries are not established. However, courts in any case consider the activities of controlling persons in the period preceding the termination of the organization's activities.

Defining Inactive Legal Entities

The legislation provides protective mechanisms directed against abandoned businesses and "fly-by-night" firms. As a rule, such legal entities are created for bad-faith purposes or are the result of failed management. Federal Law No. 129-FZ, On State Registration of Legal Entities and Individual Entrepreneurs (the "Law No. 129-FZ"), provides a special procedure allowing the registration authority to strike such organizations from the USRLE.

A legal entity is considered inactive – meaning it has factually terminated its activities – if two conditions exist simultaneously (Clause 1, Art. 64.2 of the Civil Code; Clauses 1, 2, Art. 21.1 of the Law No. 129-FZ):

Failure to file tax reports within the last 12 months;
Absence of operations on bank accounts (if the organization has several accounts, operations must be absent on all of them).[1]

These criteria serve as grounds for the registration authority to strike the legal entity from the USRLE on its own initiative. However, it should be noted that these circumstances are not considered absolute grounds for the administrative procedure. Exclusion from the USRLE is lawful only if the legal entity has factually ceased to function.[2] In this case, a formal approach (exclusion based on formal criteria) is combined with an evaluative one, and the procedure itself is a right, not an obligation, for the registration authority.[3] This is confirmed by the fact that the law lacks a maximum (mandatory) period within which the registration authority must initiate such a procedure.[4]

In addition to the termination of activities, several other situations exist where a legal entity may be struck from the USRLE at the initiative of the registration authority (Clause 5, Art. 21.1 of the Law No. 129-FZ):

If it is impossible to liquidate the organization due to a lack of funds for the liquidation procedure;
If inaccurate information about the organization has been reflected in the USRLE for a period exceeding six months;
When it is impossible to implement bankruptcy proceedings in court due to a lack of funds to pay the necessary expenses;
When the organization must be struck from the USRLE under the requirements of legislation on anti-money laundering.

The mechanism for exclusion from the Register does not apply in the following situations:

When the organization is in the process of bankruptcy;
If the circumstances that served as the reason for exclusion from the USRLE have been eliminated (e.g., accurate information has been entered into the USRLE).

Procedure for Striking an Inactive Organization from the Register

Upon identifying signs of an inactive legal entity, the registration authority performs several mandatory measures (Clause 3, Art. 21.1 of the Law No. 129-FZ):

Issues a decision on the upcoming exclusion from the USRLE and enters a record of the exclusion;
Publishes information about the issued decision in the journal State Registration Bulletin within three days. The publication must specify the procedure, deadlines, and address for filing objections against the exclusion from the USRLE;
Posts information on its official website on the Internet no later than one business day from the publication date.

To protect the rights of third parties, the law provides a "mechanism for objecting to the decision to strike an entity from the USRLE" (Clauses 3, 4, Art. 21.1 of the Law No. 129-FZ). Such objections may be filed by creditors or other persons if their rights and interests are affected. The deadline for filing objections is within three months of the publication date. If the exclusion from the USRLE is related to a violation of anti-money laundering legislation, the deadline for filing objections is six months. When an objection is received by the registration authority, the legal entity is not struck from the Register.

The law contains no specific requirements for the formatting of such objections; therefore, they may be drafted in a free-form format. Clause 7 of Article 21.1 of the Law No. 129-FZ states that the applicant must comply with the rules of Clause 6, Article 9 of the said law (a norm regulating the procedure for filing objections against changes to the charter or against entering information in the USRLE, which must be drafted using the approved Form No. R38001). However, objections against exclusion from the USRLE belong to a different category of appeals; therefore, Form No. R38001 does not apply to them.[5]

The rules of Clause 6, Article 9 of the Law No. 129-FZ in this case apply only to the method of filing objections – the applicant must use one of the specified options:

Mail (requires notarization of the signature);
Electronic method (requires an enhanced qualified electronic signature);
Direct presentation to the registration authority (a passport must be presented, and a representative of the organization must present a power of attorney).

Objections are sent specifically to the registration authority that issued the decision.[6]

A special procedure for exclusion from the Register is established for "non-profit organizations in the form of a real estate owners' partnership or a consumer cooperative" (the "NPOs"). In addition to publication in the press and on the Internet, the registration authority sends a notification to the NPO (to the organization and directly to the head of the NPO) containing the following information (Clause 3.1, Art. 21.1 of the Law No. 129-FZ):

Information about the decision issued and the upcoming exclusion from the USRLE;
Information that if the NPO continues to conduct its activities, it is entitled to send an application to the registration authority;
The procedure, deadlines, and address for filing the application.

The NPO may file the application with the registration authority within three months of the date the notification was sent.

If a creditor or interested party does not file objections or an application within the established period, the legal entity will be struck from the USRLE (Clause 7, Art. 22 of the Law No. 129-FZ).

It is important to note: "if a creditor did not submit objections, this does not deprive them of the right to bring claims against the controlling person after the debtor is struck from the USRLE" (Clause 4 of the Review). An example cited is a case for recovering debt for goods supplied from a controlling person. The courts of two instances denied the creditor's claim because they had not filed objections against the debtor's exclusion from the USRLE. However, this position is erroneous: a creditor should not bear the negative consequences of their inability to prevent this event, and the absence of timely objections does not exempt a bad-faith debtor from liability.

If the registration authority began the procedure for exclusion from the USRLE but for some reason did not implement it, the procedure may be re-initiated no earlier than 12 months after the completion of the previous procedure for that organization.[7]

If an interested party failed to file objections on time and the organization was struck from the USRLE, a backup tool is provided to protect their rights. The decision of the registration authority may be appealed within one year of the day when the interested person learned or should have learned of the violation of their right (Clause 8, Art. 22 of the Law No. 129-FZ).

The presence of outstanding debt does not prevent the exclusion of an inactive person from the USRLE and is not a ground for declaring the record of the debtor's exclusion from the USRLE invalid. This applies not only to debts to ordinary creditors but also to debts to the budget (for payment of taxes, penalties, and fines).[8] If the registration authority did not violate the administrative procedure and performed all actions prescribed by Article 21.1 of the Law No. 129-FZ, the creditor will not be able to appeal its decision due to the existence of debt. Clause 17 of the Review states that in such a case, the creditor may use other options to protect their rights:

If the debtor has undistributed property remaining – initiate a court procedure for its distribution (Clause 5.2, Art. 64 of the Civil Code);
If property is absent – hold controlling persons liable.

However, it is important to note that the fact of exclusion from the Register is not mandatory for holding a controlling person liable through subsidiary liability – it is sufficient that the organization has ceased conducting economic activities.

Specifics of Liability for Controlling Persons of an Inactive Organization in the Context of the Review

Following the exclusion of a legal entity from the USRLE, it loses its legal capacity, meaning it ceases to exist not only factually but also legally (Clause 3, Art. 49 of the Civil Code).

The law establishes principles for the relationship between the liability of the organization and its managers (Articles 48, 56 of the Civil Code):

The principle of independent legal personality: a legal entity is independently liable for its obligations;
The principle of asset separation: the organization's assets are separate from the assets of its participants;
The principle of limited liability of participants: the founder (participant, owner) of a legal entity is not liable for the organization's obligations, and the organization is not liable for the obligations of the founder (participant, owner). The distribution of liability may vary depending on the legal form of the entity. For instance, participants in a Limited Liability Company bear risks within the value of their interest, while shareholders in a Joint Stock Company bear risks within the value of their shares (Clause 1, Art. 87; Clause 1, Art. 96 of the Civil Code). Participants in a general partnership are jointly and severally liable through subsidiary liability with their property for the partnership's obligations (Art. 75 of the Civil Code).

All these principles are aimed at limiting the personal liability of participants for those organizational obligations resulting from the risks of conducting business. At the same time, Clause 1 of the Review notes that these rules do not imply encouragement of defrauding creditors or intentional evasion of duties. Clause 3 of Article 64 of the Civil Code states that exclusion from the USRLE does not prevent holding the manager, owners, and other persons influencing its activities liable.

The Review reflects the foundations of liability for controlling persons for the debts of an inactive organization (Clause 1 of the Review):

Liability arises if the actions of controlling persons led to the impossibility of settlements with creditors;
The behavior of controlling persons did not meet the criteria of reasonableness and good faith. That is, decisions were not motivated by market or other objective factors, and the inability to settle the debt is not related to the business risk of entrepreneurial activity;
Despite the presence of debt, no voluntary liquidation or bankruptcy procedure was initiated. As a result, creditors were deprived of the opportunity to protect their rights within transparent procedures that provide for the mandatory identification of creditors and repayment of debts;
The liability of controlling persons is of a subsidiary nature. This means they act as an additional debtor and will only be liable if the organization lacks the ability to settle the debt.

Bad-faith behavior is expressed when management decisions and economic operations intentionally pursue a negative goal: evading the fulfillment of financial obligations. Signs of a bad-faith business are well known:

Withdrawal of funds from bank accounts;
Delegation of authority to a nominal manager;
Transfer of property through transactions to third parties or the creation of a new organization to which commercial activity is transferred.

As a rule, such actions occur simultaneously, involve a significant reduction in the organization's assets, and coincide in time with the need to settle debt (e.g., the entry into force of a court decision or contractual deadlines for settlements with counterparties). Another known model of "gray" business involves transferring income to the personal accounts of controlling persons. For instance, Clause 5 of the Review examined a situation where a group of affiliated persons (relatives) conducted activities through several legal entities using a single website. Profits were received in the personal bank accounts of individuals, while the accounting reports of the debtor organization reflected only loss-making activities. The court assessed such a scheme as bad-faith, since the organization's property was mixed with the personal property of its owners, and the use of several legal entities for a single commercial purpose and incorrect reporting led to debt and failure to fulfill obligations to creditors.

The principles of liability for controlling persons codified in the Review are being actively implemented in judicial practice. Thus, the Arbitration Court of the Volga District satisfied a creditor's claim against the director of a company that was struck from the USRLE due to inaccurate information. Management took no measures to settle the debt and made no attempt to prevent the situation. The organization's accounting reports were not filed, and its economic activity had factually terminated. The court assessed the manager's actions as unreasonable and in bad faith, since the company continued to take on obligations to creditors while realizing the impossibility of fulfilling them. The court also noted that the infliction of losses on the plaintiff is assumed due to the fact that the organization terminated its activities without implementing a liquidation or bankruptcy procedure.[9]

To hold a person liable, it is necessary to confirm that the behavior of the controlling person was intentionally directed toward evading financial obligations. For instance, the Arbitration Court of the Far Eastern District dismissed a creditor's claim against a former manager because the proceedings revealed that the debtor organization had no capacity to settle the debt in any case. Furthermore, the absence of assets, as well as movable and immovable property, was not caused by the manager's intentional actions. Even if the company had implemented a liquidation or bankruptcy procedure, it would still have been unable to settle the debt. The manager themselves, as an individual, had been declared bankrupt and did not possess savings comparable to the amount of the presented debt. Under such conditions, there are no grounds for holding the person liable.[10]

The Arbitration Court of the Moscow District held a former manager and owner liable for an organization that was subsequently sold to another person while having outstanding debt. The new owner was essentially a nominal manager. Moreover, the company's final financial operations were performed immediately before the change in corporate control. After the sale of the company, accounting reports were not filed, settlements with creditors were not made, and economic activity was not conducted. The court's conclusion was as follows: "the defendant factually abandoned their business, transferring it to a nominal manager".[11]

It is important to consider: the absence of a record in the Register regarding the termination of the organization's existence does not deprive creditors of the opportunity to bring claims against controlling persons (Clauses 2, 7 of the Review). "For the purpose of holding a person liable, the organization's lack of factual activity is what matters, not the fact of exclusion from the USRLE." A legal entity is recognized as inactive when certain criteria exist (failure to provide reports and absence of bank operations over a long period), whereas exclusion from the USRLE is merely the result of such inaction. Therefore, a creditor does not necessarily have to wait for the registration authority to initiate and complete the administrative procedure; it is sufficient to prove that the debtor has ceased functioning normally as an economic subject.

This thesis is applied by courts in practice: if a legal entity factually no longer operates but continues to be listed in the USRLE, it is essentially abandoned, meaning it does not differ economically from one that has been liquidated. Therefore, a defendant's arguments that the lawsuit was filed against an existing organization without waiting for its exclusion from the register are rejected by courts based on Clause 7 of the Review.[12]

An illustrative example is a case from the Volga District. An organization continued to be listed in the USRLE but factually terminated its activity and did not file accounting reports. The creditor's debt was confirmed by a court decision, but by the time it was issued, the organization had withdrawn funds from its accounts. The court noted that the transfers from the accounts were unjustified and pursued the goal of avoiding recovery in favour of the creditor. The debtor's manager was inactive, did not seek any opportunities to settle the debt, and did not initiate bankruptcy proceedings. Such behaviour is in bad faith and unreasonable and may serve as grounds for holding controlling persons liable even when the debtor organization continues to exist legally.[13]

The Arbitration Court of the Moscow District held the managers of an organization liable that was struck from the USRLE at the time the statement of claim was filed. Subsequently, during the court process, the debtor organization was restored to the USRLE through the procedure for appealing the actions of the registration authority. However, even after restoration, no economic activity was conducted. The court discovered that management's goal was to purchase agro-industrial goods from a specific supplier without conducting real production or commercial activity. The organization had no other counterparties, and the goods were purchased for cash. Such a form of conducting business was recognized as bad-faith.[14]

The implementation of Clause 7 of the Review in practice is confirmed by a Determination of the Supreme Court of the Russian Federation issued on a cassation decision of the Arbitration Court of the Ural District. The subject of the dispute was a debt confirmed by a separate court decision that was not fulfilled voluntarily. During enforcement proceedings, no property or funds were discovered. At the time claims were brought against the controlling person, the debtor organization formally existed and was listed in the USRLE. The plaintiff could not file a petition to declare the debtor bankrupt because the amount of the debt did not meet the requirements of the Bankruptcy Law. The court established that funds entering the organization's bank account were promptly transferred to the accounts of affiliated persons under the guise of loan relationships. In such a situation, it is obvious that the controlling persons are liable for the company's obligations.[15]

Procedural Specifics of Disputes Regarding the Liability of Controlling Persons of an Inactive Organization

The distribution of the burden of proof in disputes regarding holding controlling persons liable is based on the principles of good faith, justice, and the prevention of inequality. Courts consider that a creditor lacks full access to information and documents regarding the debtor's economic activities.

In light of these circumstances, the "burden of proving their innocence is placed on the controlling person being held liable" (Clause 1 of the Review). A presumption of guilt applies in such disputes. Furthermore, the court assesses the good faith and activity of the defendant's procedural behaviour. If the debtor's controlling person intentionally hides information or evades giving explanations and providing evidence, it is assumed they assisted in the failure to settle the debt (Clause 3 of the Review). This rule should be distinguished from the "rebuttable presumption" principle: a rebuttable presumption merely limits the circle of persons recognized as controlling by default – i.e., those possessing influence over the organization's activities. Meanwhile, the presumption of guilt relates to the process of proof and applies to any persons whom the parties are attempting to hold liable through subsidiary liability.

During the proceedings, the controlling person must provide information refuting the arguments of the plaintiff-creditor – that is, they must prove their lack of involvement in the business's negative consequences as reliably and in as much detail as possible. As an example, the Review cites a creditor's claim against a former manager and owner to recover debt. During the examination of evidence, the court established that the controlling person's procedural behaviour did not allow for the full establishment of the reasons for the situation: during the organization's period of activity, the manager took no measures to settle the debt, did not prevent the company's exclusion from the USRLE, and accounting and tax reports were not properly filed and were not presented for the court's consideration. Under such circumstances, there are no grounds for exempting the controlling person from liability, and the creditor's claim is subject to satisfaction.

This approach is already reflected in judicial practice. In light of the Review's provisions, key aspects have been developed that the court considers when determining the guilt of a controlling person:[16]

Whether the manager (or owner) attempted in any way to avoid the organization's exclusion from the USRLE;
What actions were taken by the controlling person to settle with the creditor;
Whether reports were filed during the period when the controlling person had the opportunity to influence the organization's activities;
How active the defendant's procedural behaviour is: presence at court hearings, provision of documents and information during the proceedings, assistance in finding guilty parties, and "transparency".

Regarding the creditor, "as the plaintiff, they must prove the following" (Clause 2 of the Review):

The fact that the defendant is a controlling person of the debtor;
The signs of an inactive organization;
The justification for and amount of the financial claims. A court act confirming the debt is not required, since the creditor could not have foreseen the termination of the debtor's activities, is not obligated to monitor its status in the Register and was not required to first apply to a court (Clause 11 of the Review). Proof of debt is carried out via ordinary procedural methods: confirmation of contractual relationships, payment, primary or acceptance documents, and reconciliation statements.

A court cannot demand evidence from a plaintiff-creditor regarding the unreasonableness and bad faith of the defendant's actions, as such proof is objectively difficult for a creditor.[17]

This approach to the distribution of the burden of proof is applied in current practice. Prior to the adoption of the Review, courts sometimes groundlessly denied creditors' claims, citing the failure to prove the causal link between the plaintiff's losses and the defendant's actions, and placing the burden of such proof on the plaintiff. Following the adoption of the Review, this procedural approach is considered obsolete. Therefore, if the decisions of the courts of the first and second instances contradict the theses of the Review, the cassation instance sends such cases for a new hearing.[18]

During the consideration of a case, "a controlling person may raise against the plaintiff all objections that the debtor legal entity could have raised" (Clause 12 of the Review). For example, a statement regarding the expiration of the statute of limitations, a demand to reduce the penalty under Article 333 of the Civil Code, the termination of obligations through a set-off, and other objections.

The statute of limitations in such disputes is calculated according to general rules: "3 years" from the date the creditor learned or should have learned that grounds exist for holding controlling persons liable (Clause 10 of the Review). That is, the creditor must possess information, first, that the debtor has ceased activity, and second, regarding who the controlling person is. It is important to note that the date the debtor was struck from the Register is not the start of the statute of limitations period. This is because a creditor is not obligated to check the debtor's information in the USRLE daily; this does not fall within the standard of prudent behavior.

In the Federal Law No. 14-FZ dated February 8, 1998, On Limited Liability Companies (the "Law on LLCs"), a norm regarding the possibility of holding controlling persons liable was introduced on June 30, 2017 (Clause 3.1, Art. 3 of the Law on LLCs). Furthermore, a reservation regarding the retroactive effect of its operation was absent.[19] On this basis, some debtors attempted to evade liability, arguing that the debt arose prior to the entry into force of Clause 3.1, Article 3 of the Law on LLCs. However, Clause 9 of the Review provided clarifications: for persons controlling a company, liability also arises regarding debt that was formed prior to June 30, 2017.

"Interest for the use of others' funds is accrued to the controlling person on the amount of the debt." This is calculated according to the rules of Clause 1, Article 395 of the Civil Code: at the key rate of the Bank of Russia in effect during the relevant periods, from the date the debt arose until the day of factual repayment. In this regard, courts reject the defendants' arguments that the accrual of interest terminates on the day the debtor organization is struck from the USRLE. In this case, the moment the controlling person makes the payment will be considered the day of repayment (Clause 13 of the Review). This approach corresponds to the civil law principle of full compensation for damages and the subsidiary liability regime.

The procedure for holding controlling persons liable applies not only to contractual relationships but also to corporate ones (Clause 16 of the Review). If a company participant has financial claims against an inactive organization, they are entitled to satisfy them at the expense of a controlling person. For example, the Review considered a participant's claim against a limited liability company for a payment due to them in connection with their exit from the company. In such disputes, the court must pay attention to the moment of exit. If this occurred shortly before the termination of activity, the person cannot be equated to an ordinary creditor, since they were a controlling person themselves and could (depending on the size of their interest) have influenced management decisions, and owning an interest in a commercial organization implies certain risks. If the exit occurred long before the cessation of activity, during a period when the organization had assets and was solvent, the former participant is highly likely not involved in the organization's negative state. In such a case, they have the right to bring claims against controlling persons with the rights of an ordinary creditor.

A lawsuit against controlling persons is filed at the location of the debtor organization (Clause 18 of the Review). If a creditor incorrectly determines the territorial jurisdiction (e.g., files a statement of claim at the location of the controlling person-defendant or the plaintiff themselves), the case will be transferred to another arbitration court.[20]

Comparison of Controlling Person Liability for an Inactive Organization Under the Review with Other Creditor Interest Protection Mechanisms

Persons controlling an organization must accompany and support its activities in a proper manner. Bringing a situation to the point of exclusion from the USRLE at the initiative of the registration authority undoubtedly speaks of bad-faith management.

If an organization's activity must be terminated for any reason (e.g., attainment of the purpose of creation or lack of further need), a good-faith owner is obligated to do so in a lawful way, through a voluntary liquidation procedure (Art. 63 of the Civil Code). The liquidation process provides measures to protect creditors: the entity being liquidated publishes information in the mass media, and creditors have two months to bring their claims. Furthermore, the liquidation commission is obligated to conduct work to identify creditors and settle debt. The law proceeds from the premise that the organization must make settlements with identified creditors voluntarily prior to the completion of the liquidation procedure.

If it turns out after liquidation that the organization possesses property, the creditor is entitled to initiate a court procedure for the distribution of discovered property within five years of the date the record of liquidation was entered into the Register (Clause 5.2, Art. 4 of the Civil Code). However, in such a case, the creditor will not have the opportunity to bring claims against controlling persons (Clause 8 of the Review).

If it becomes clear during liquidation that the legal entity has insufficient funds to settle the debt, the liquidation process transitions into a bankruptcy procedure (Clause 4, Art. 62 of the Civil Code). Furthermore, a good-faith manager is obligated to initiate bankruptcy upon the presence of clear financial difficulties (Clause 1, Art. 9 of the Bankruptcy Law). During bankruptcy, creditors are identified, and the amount of debt and the priority of its repayment are established. But if bankruptcy was not initiated in a timely manner and the organization is struck from the USRLE as inactive by the registration authority, this does not deprive creditors of the right to bring claims against controlling persons (Clause 7 of the Review).

Thus, liquidation and bankruptcy procedures initiated by the organization's management are recognized as forms of good-faith behaviour, and the satisfaction of creditor claims within such procedures is considered ordinary protection measures. Meanwhile, the exclusion of an inactive legal entity from the USRLE with outstanding debt speaks of the bad faith of its managers or owners, and the subsidiary liability of controlling persons is an extraordinary mechanism for protecting creditors (Clause 1 of the Review).

Concluding Summary and Recommendations for Business

The subsidiary liability of subjects who controlled an inactive organization is aimed at protecting the interests of creditors. The termination of a legal entity's activity and its exclusion from the USRLE by the registration authority in the presence of outstanding debt is a form of bad-faith management. The termination of a legal entity's existence must be carried out through a liquidation process, and upon the inability to settle with creditors – through a bankruptcy procedure. If managers (the director, members of management bodies, or owners) did not initiate these procedures in a timely manner and brought the organization to the point of exclusion from the USRLE, they will be forced to answer for its debts. If the organization continues to be listed in the USRLE but has factually terminated its economic activity, the controlling persons also bear liability to creditors.

The fundamental principles of liability for controlling persons are codified in the Civil Code and in the Review:

The general characterization of a controlling person is reflected in bankruptcy legislation. Any subject who influenced management decisions and organization actions that led to negative economic consequences may be recognized as controlling. A nominal manager is recognized as a controlling person and bears liability equally with the factual manager. A minority owner is not a controlling person;
A controlling person may be held liable provided the organization has factually terminated its activity. "The record of exclusion from the Register is not mandatory for a creditor to bring claims", therefore a lawsuit against a controlling person can be filed without waiting for the moment of exclusion from the Register;
A presumption of guilt applies to the controlling person. They are obligated to prove that they were not involved in the inefficient management decisions due to which the organization could not settle with the creditor;
The creditor, as the plaintiff, must prove that the debtor organization has terminated its activity and that the defendant is a controlling person. The creditor also confirms the amount and justification of their financial claims;
Interest under Article 395 of the Civil Code is accrued on the debt amount until the moment the controlling person makes the payment in favour of the creditor;
In the court process, a controlling person may raise the same objections against the creditor that the debtor legal entity could have raised.

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References

[1] Clause 1 of Information Letter No. 100 of the Presidium of the Supreme Arbitration Court of the Russian Federation dated January 17, 2006, On Certain Specifics Related to the Application of Article 21.1 of the Federal Law On State Registration of Legal Entities and Individual Entrepreneurs.

[2] Clause 24 of the Review of Judicial Practice of the Supreme Court of the Russian Federation No. 2 (2021) (approved by the Presidium of the Supreme Court of the RF on June 30, 2021); Determination of the Judicial Collegium for Economic Disputes of the Supreme Court of the Russian Federation dated March 23, 2021, No. 305-ES20-16189 in Case No. A40-170552/2019.

[3] Letter of the Federal Tax Service of Russia dated June 28, 2016, No. GD-19-14/108@.

[4] Determination of the Judicial Collegium for Economic Disputes of the Supreme Court of the RF dated February 12, 2019, in Case No. 304-KG18-18451, A46-24009/2017.

[5] Decision of the Supreme Court of the RF dated June 26, 2024, No. AKPI24-289; Clause 14 of the Letter of the Federal Tax Service of Russia dated July 29, 2024, No. BV-4-7/8573@, On Sending the Review of Legal Positions Reflected in the Judicial Acts of the Constitutional Court of the Russian Federation and the Supreme Court of the Russian Federation Adopted in the Second Quarter of 2024 on Taxation Issues.

[6] Clause 3.3 of the Letter of the Federal Tax Service of Russia dated July 8, 2019, No. GD-4-14/13317@, On Sending the Review of Judicial Practice on Disputes Involving Registration Authorities No. 2 (2019).

[7] Clause 24 of the Review of Judicial Practice of the Supreme Court of the Russian Federation No. 3 (2021), approved by the Presidium of the Supreme Court of the RF on November 10, 2021.

[8] Clause 1 of Resolution of the Plenum of the Supreme Arbitration Court of the RF dated December 20, 2006, No. 67, On Certain Issues of the Practice of Applying the Provisions of Bankruptcy Legislation on Absent Debtors and the Termination of Inactive Legal Entities.

[9] Resolution of the Arbitration Court of the Volga District dated March 30, 2026, No. F06-8577/2024 in Case No. A65-13010/2023.

[10] Resolution of the Arbitration Court of the Far Eastern District dated April 10, 2026, No. F03-453/2026 in Case No. A51-23812/2024.

[11] Resolution of the Arbitration Court of the Moscow District dated December 5, 2025, No. F05-19109/2025 in Case No. A40-210157/2024.

[12] Resolution of the Arbitration Court of the North-Western District dated March 3, 2026, No. F07-13004/2025 in Case No. A21-4962/2024.

[13] Resolution of the Arbitration Court of the Volga District dated February 24, 2026, No. F06-306/2026 in Case No. A55-18364/2024.

[14] Resolution of the Arbitration Court of the Moscow District dated December 23, 2025, No. F05-19483/2025 in Case No. A40-294130/2024.

[15] Resolution of the Arbitration Court of the Ural District dated December 15, 2025, No. F09-4960/25 in Case No. A34-1138/2025.

[16] Resolution of the Arbitration Court of the Moscow District dated February 25, 2026, No. F05-23048/2025 in Case No. A40-240956/2024.

[17] Resolution of the Arbitration Court of the North Caucasus District dated March 10, 2026, No. F08-24/2026 in Case No. A32-10564/2025.

[18] Resolution of the Arbitration Court of the North-Western District dated February 17, 2026, No. F07-12798/2025 in Case No. A44-7730/2024; Resolution of the Arbitration Court of the North-Western District dated February 25, 2026, No. F07-13699/2025 in Case No. A13-3820/2025; Resolution of the Arbitration Court of the North-Western District dated January 29, 2026, No. F07-13213/2025 in Case No. A56-9927/2025.

[19] Clause 1, Article 1 of Federal Law No. 488-FZ dated December 28, 2016, On Amending Certain Legislative Acts of the Russian Federation.

[20] Clause 3, Part 2, Article 39 of the Arbitration Procedure Code of the Russian Federation