Articles 28–29 of Law No. 14-FZ
Profit resolution, payment term, insolvency indicators and net assets.
Articles 42–43 of Law No. 208-FZ
Declaration and actual payment are subject to distinct restrictions.
Chapter III.1 of Law No. 127-FZ
A completed transfer may be tested as suspicious or preferential.
Three stages to separate
| Stage | Question | Evidence |
|---|---|---|
| Profit formation | Was there genuine net profit | Accounts, financial statements, audit and primary records |
| Corporate resolution | Could profit lawfully be distributed on that date | Minutes, charter, ownership, net assets and solvency |
| Actual payment | Did a restriction exist when money moved | Payment orders, statements and debt calendar |
| Later insolvency | Is a transaction-challenge ground made out | Petition date, suspect period, harm, preference and knowledge |
When payment must stop
Existing insolvency indicators
The company must not resolve or pay profit in the prohibited financial state.
Payment creates distress
Profit cannot be extracted if the transfer itself causes insolvency or asset insufficiency.
Net assets are insufficient
LLCs and JSCs apply the thresholds prescribed for their corporate form.
Another prohibition applies
Review unpaid capital, share value, buybacks, preference shares and special regimes.
Review plan
Identify the corporate form
Apply the separate LLC or JSC statute and documents.
Record both dates
List the resolution date and every actual transfer.
Reconstruct financial condition
Compare accounts with court cases, taxes, enforcement and overdue debts.
Calculate net assets
Use the relevant date rather than only a later annual figure.
Test insolvency grounds
Analyse Articles 61.2 and 61.3 independently with their periods and elements.
Preserve business records
Minutes, calculations, opinions, statements and correspondence must explain the decision.
Unpaid declared dividends
For an LLC, a valid profit-distribution resolution may give the participant a corporate payment claim under Article 28, subject to Article 29 restrictions. For a JSC, Articles 42–43 govern declared dividends. In insolvency, the label alone does not determine ranking: the court identifies the claim’s source, timing and validity.
A participant claim rooted in its corporate position and distribution of debtor assets is not automatically an ordinary trade claim. Supreme Court Plenum Resolution No. 41 requires courts to distinguish corporate risk, ordinary funding and compensatory financing.
Frequently asked questions
May an old dividend resolution now be paid?
Recheck the restrictions on the actual payment date. The earlier resolution does not override current insolvency or net-asset prohibitions.
Is every pre-insolvency dividend challenged?
No. The applicant must prove the elements and period of a statutory ground.
Are director dividends salary?
No. Profit paid to a shareholder and remuneration for work or management have different legal bases.
Can profit be replaced with a shareholder loan?
A label does not change substance. Terms, repayment, solvency and creditor impact are examined.
Who returns an avoided payment?
The court determines consequences, normally applying the restoration rules of Article 61.6.
Primary legal sources
- Article 28 of the Russian LLC Law
- Article 29 of the Russian LLC Law
- Article 43 of the Russian JSC Law
- Article 61.2 of Insolvency Law No. 127-FZ
- Supreme Commercial Court Plenum Resolution No. 63
- Supreme Court Plenum Resolution No. 41
Related guides
Supervision procedure · Transaction challenges · Claim subordination
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