In November 2025, the Supreme Court of the Russian Federation prepared a long-awaited Review of Judicial Practice concerning the imposition of subsidiary liability on controlling persons (CPs) of companies excluded from the Unified State Register of Legal Entities (EGRUL) as inactive.
Ilya Trofimov, partner and Head of the Legal Department at TEAM, analyzed the document and highlighted the key points that will shape litigation trends in the coming years.
Substantive Basis of Liability
The exclusion of a company from the register by a tax authority does not serve as a “get-out-of-jail-free card” for its former beneficiaries and management. The Supreme Court confirmed that CPs may be held liable if their bad-faith or unreasonable conduct led to the company’s inability to fulfill obligations to creditors. The key factor is not liquidation itself, but the actions that preceded it.
Burden of Proof
To successfully recover debts from controlling persons, a creditor must establish the following:
- The existence of an outstanding debt (documented).
- The fact that the company was excluded from the EGRUL as inactive.
- The defendant’s status as a controlling person (ability to issue binding instructions).
- Bad-faith conduct.
- A causal link between the CP’s actions and the resulting losses.
Procedural Simplifications for Creditors
The Supreme Court has removed several barriers, making access to justice easier:
- No prior “judgmented” debt required: CPs may now be held liable even if the creditor did not obtain a court judgment against the company before its exclusion from the register.
- Presumption of liability in cases of “information blockade”: if CPs refuse to provide corporate documents upon court request, this automatically gives rise to a presumption of liability for the debtor’s insolvency.
Creditors’ Active Position: A Right, Not an Obligation
A creditor’s failure to object to the administrative exclusion of the debtor from the EGRUL does not deprive them of the right to bring a subsequent claim against CPs. Claims may also be filed if the company has effectively ceased operations (“abandoned company”) but still formally exists in the register.
Priority of Asset Distribution
If assets of the excluded legal entity are discovered and sufficient to cover the debt, a subsidiary liability claim will not be satisfied. In this case, creditors must initiate asset distribution proceedings under Article 64.2 of the Civil Code of the Russian Federation.
Differentiation of Liability: Nominees and Minority Shareholders
The Supreme Court continues to focus on identifying real beneficiaries:
- Nominee directors bear liability equally with actual controllers if they participated in concealing assets or information.
- Minority shareholders, however, are generally protected unless the creditor proves they actually determined the company’s will.
Jurisdiction
To ensure consistency of practice, claims are heard at the company’s last known legal address before its exclusion from the EGRUL.
Final Comment
“This Supreme Court Review firmly establishes a trend toward transparency in corporate governance. The message is clear: attempting to ‘abandon’ a company with debts is no longer an effective protection strategy. Creditors now have a powerful set of tools, while controlling persons must ensure stricter compliance and proper documentation of their decisions,” notes Ilya Trofimov.