⚖ Primary sources checked: 25 October 2026 · Corporate bankruptcy
This guide is for an independent creditor, an affiliated claim purchaser or a company director checking the source of funds. It concerns the specific paragraph 13 mechanism, rather than every reimbursement within a group. The assignment guide explains ordinary creditor substitution; the subordination guide addresses ranking.
① Source
Who funded the purchaser and on what basis? Trace the chain, not just one payment.
② Performance
How was the outside creditor paid: assignment, suretyship or third-party performance?
③ Outcome
Did the purchaser acquire a valid claim against the debtor? Ranking comes after that question.
A coverage agreement under paragraph 13 of Resolution No. 41
The guidance concerns a transaction by which a controller acquires a claim against the debtor from an independent creditor. It may be treated as a sham concealing another arrangement if it is based on an actual agreement between the controller and debtor, described as a coverage agreement. The Resolution refers, by way of example, to Civil Code Article 365(3): the effects of a surety’s performance also depend on its agreement and relationship with the debtor.
Paragraph 13 expressly mentions performance of a suretyship, payment of the price for a claim and third-party performance of an overdue obligation. Where these actions use the debtor’s own funds previously redistributed within the group, the performance is presumed to be counter-performance under the coverage arrangement. In the situation described by the Plenum, the outside creditor’s rights do not pass to the controller and its application for admission to the register is refused.
Under Civil Code Article 170(2), a transaction concealing another transaction, including one on different terms, is void; the rules governing the transaction actually intended apply. Actual relationships and funding therefore matter more than the heading “assignment” or the absence of a separate signed document called a coverage agreement.
Why this is different from subordination
Subordination concerns the ranking of a valid claim for repayment of compensatory financing. Paragraph 13 asks an earlier question: did the right pass at all? Refusal of admission because no right passed should not be requested or assessed merely as moving the same debt to a lower rank.
| Question | What to establish | What it does not replace |
|---|---|---|
| Did the outside creditor have a debt claim? | The original contract, performance, balance and judicial acts. | A real original debt does not prove transfer to the purchaser. |
| Did the right pass to the affiliated purchaser? | The basis of transfer, actual relationships, funding source and paragraph 13 conditions. | An assignment contract alone does not resolve the debtor-funding issue. |
| What is the priority of a valid claim? | The economic nature and timing of financing and applicable Plenum conditions. | Lower ranking cannot cure absence of the right itself. |
| Is the entire chain supported? | Every leg and amount: receipt, onward movement and payment to the creditor. | Matching dates or sums justify checking, not an automatic sham-transaction finding. |
Documents for tracing the money
- Original claim: the independent creditor’s contract, performance evidence, balance calculation and any existing register-admission orders.
- Acquisition or performance: assignment or suretyship contract, payment instructions and the outside creditor’s records of receipt and scope of transferred rights.
- Funding: debtor and purchaser bank statements for the connected periods, grounds for intragroup transfers, payment references, balances and other funding sources.
- Actual arrangement: correspondence, corporate decisions, settlement instructions, loan or other financing agreements and evidence of their performance.
- Control and alternative explanation: ownership structure, decision-making powers and commercial purpose; evidence supporting the alleged independent funding source.
Hypothetical example, not a reported case. The debtor transfers RUB 1,200,000 to an affiliate, which then pays an outside creditor RUB 1,200,000 for a claim. The amounts match: 1,200,000 − 1,200,000 = 0. That arithmetic decides nothing by itself. Check the first transfer’s basis, the fund movements, the purchaser’s own balances and the actual agreement. Two sequential transfers must not automatically be counted as two separate debtor liabilities totalling RUB 2,400,000.
Actions for the creditor and claim purchaser
An independent creditor should map the flows and make specific objections: which leg is supported, what is missing and why it affects transfer of the right. “They belong to the same group” is insufficient. Check standing and the procedure against the guide to objections against a creditor claim.
The purchaser should disclose more than the assignment contract and proof of payment: explain the funding, economic basis of earlier transfers and relationship with the debtor. If some funds came from elsewhere, document the specific transactions. A hypothetical split of amounts is not a guaranteed method of preserving the claim.
If a claim has already been admitted or creditor substitution is sought, first identify the relief and existing court act. A letter alone cannot automatically amend the register, and the file must be examined before treating a new dispute as merely repeating an issue already resolved.
Questions and answers
Must there be a document entitled “coverage agreement”?
Paragraph 13 refers to an actual agreement. The relationships and combined evidence matter, rather than the name of a separate paper alone.
Is every affiliated creditor’s claim rejected?
No. The specific ground must be established. Affiliation, existence of the debt, transfer of rights and ranking are separate issues.
Is proof of payment to the outside creditor enough?
Not for the paragraph 13 check. The funding source, earlier intragroup flows and actual arrangement with the debtor are material.
Why might a purchaser be refused if the register contained a real debt?
A real debt to the original creditor does not establish transfer to the purchaser. Paragraph 13 links the described consequence to a sham transaction and actual coverage using the debtor’s funds.
Is this the same as a third party paying the entire register?
No. Full settlement under Bankruptcy Law Articles 113/125 has its own procedure. Acquiring one claim and the actual funding of its price are examined under the relevant separate grounds.
Primary sources
Current primary texts checked on 25 October 2026. Future amendments were not applied.
- Supreme Court Plenum Resolution No. 41 of 23 December 2025, paragraph 13 and context in paragraphs 8–12.
- Resolution No. 41, paragraph 38.
- Civil Code Article 170; Article 365, including paragraph 3.
Need to check the source of funds?
A review can examine the payment chain, actual arrangements and requested judicial relief. The outcome depends on evidence concerning the specific claim.
Discuss the documents with a lawyer