Separate debtors
Each petition and claim must identify the relevant legal entity.
Links require proof
A common brand or shareholder does not by itself trace assets and control.
No automatic priority
Intercompany debt is tested by the economic nature of funding.
Why Proceedings Are Separate
A legal entity answers with its own property, while a shareholder is generally not liable for its debts. A creditor must therefore identify the contractual debtor, the basis of debt and the assets of that entity. Parallel cases may be coordinated in practice, but Russian law does not create one group proceeding merely because companies belong to a holding.
| Issue | Check | Typical error |
|---|---|---|
| Debtor | Contract, invoices, acts and guarantees | Claim filed in the wrong case |
| Asset location | Title, payment and possession | Asset treated as group property |
| Intercompany debt | Source, purpose, repayment and distress | Ordinary loan confused with rescue financing |
| Common control | Decisions, correspondence, payments and beneficiary | Formal structure masks actual influence |
| Transactions | Value, consideration, timing and knowledge | Chapter III.1 grounds are overlooked |
Intercompany Claims
Affiliation does not automatically defeat a claim. The Russian Supreme Court requires the economic nature of funding to be established. An ordinary commercial transaction may rank normally, while funding provided to a controlled company in distress instead of an appropriate equity contribution may receive lower priority.
Relevant evidence includes agreements, bank statements, group budgets, correspondence, board decisions, repayment terms and financial information at each transfer date. See the separate guide to subordination of related-party claims.
Transactions and Liability
Transfers within the group are tested under ordinary and insolvency-specific grounds: undervalue, creditor prejudice, preference and sham. Common control can also matter under Chapter III.2 of Federal Law No. 127-FZ. Group membership, however, does not replace proof of actual influence, conduct and causation of the shortfall.
Creditor Action Plan
- Map the legal entities, contracts, guarantees and court cases.
- Identify the owner of each material asset and recipient of each payment.
- File in the proper debtor’s case within the applicable deadline.
- Review intercompany claims and major pre-distress transactions.
- Assess avoidance, damages and controlling-person liability separately.
Frequently Asked Questions
Can one petition cover the whole holding?
Ordinarily no. Each entity is a separate debtor and grounds must be established against each one.
Are all parent-company loans subordinated?
No. The court examines the economic substance and circumstances, not affiliation alone.
Can an asset be recovered from another group company?
Not solely because of group membership. An ownership, avoidance, liability or other independent ground is required.
Is the beneficiary liable for every debt?
Not automatically. Statutory controller-liability elements and causation must be proved.
Official Sources
- Russian Civil Code, Article 56
- Federal Law No. 127-FZ, Chapter III.1
- Supreme Court Review of 29 January 2020
- Supreme Court Plenum Resolution No. 53
A Group Company Is Insolvent?
We can review the debtor, intercompany transactions, assets and claim grounds without promising a predetermined result.
Initial consultation