An asset sale by a company already declared bankrupt is outside the scope of Russian VAT under Tax Code Article 146(2)(15). That rule does not itself allow the buyer to reduce the agreed price or promise an input-tax deduction. Check the seller, the transaction and the documents separately before bidding.
This guide concerns a buyer acquiring assets in Russia from a bankrupt company. Imports, subsequent resale and the seller’s restoration of previously deducted VAT require separate analysis. See the commercial-property auction guide for the asset itself; this article addresses the tax aspect of acquisition.
▣ Seller
A bankruptcy declaration matters more than a general reference to financial distress.
≡ Transaction
Classify the asset acquisition separately from related services.
▤ Documents
Compare the notice, contract, price calculation and transfer record.
① A pending case is not a bankruptcy declaration
Article 146(2)(15) refers to a debtor declared insolvent under Russian law. An application, case number, financial difficulties or a supervision notice does not replace the judgment declaring bankruptcy.
Before bidding, obtain that judgment and check the company’s name, tax identifier, case number and date. Compare those details with the asset owner and contractual seller. An auction organiser, platform or buyer’s agent does not become the seller merely by handling documents or conducting the sale.
If payment, transfer and a status change fall in different periods, prepare a chronology. Do not apply a conclusion based on a current extract to a past transaction without analysis. Use the lot and platform verification guide to locate the original notice.
② Outside VAT scope is different from a 0% rate
The current provision covers the bankrupt debtor’s sale of goods, works, services and property rights, including goods made or acquired and works or services performed in business after the bankruptcy declaration. It is therefore not limited to an old fixed asset forming part of the insolvency estate.
For an ordinary domestic asset sale by that debtor, the transaction is outside VAT scope rather than taxed at zero percent. This distinction matters for documentation and the buyer’s expectations. Services supplied by an independent carrier, adviser or agent must be assessed by reference to that supplier and its own transaction.
| Situation | Check | Incorrect assumption |
|---|---|---|
| A company already declared bankrupt sells its own asset in Russia | Status, dates and Article 146(2)(15) | An auction always requires VAT to be added |
| Only an application or supervision procedure exists | Actual status and ordinary transaction rules | Any bankruptcy case already removes VAT |
| A separate company provides transport | Its contract, tax treatment and records | The asset seller’s treatment covers every contractor |
| The buyer later resells the asset | The buyer’s own status and the new transaction | The asset becomes permanently “VAT-free” |
| Documents contain conflicting tax wording | Written explanation and legal-basis review | An invoice heading changes the law |
③ Can the buyer remove an amount described as VAT?
Civil Code Article 424 provides for payment at the agreed price; changing it after contract formation requires a contractual or statutory basis or the prescribed legal process. Tax classification and a civil claim to alter the price are related but different questions.
If the documents state “including VAT”, “plus VAT” or incompatible terms, resolve the issue before bidding. Compare the sale notice, auction protocol, draft contract and correspondence. A transaction being outside VAT scope does not automatically entitle the buyer to a refund of an arbitrarily calculated part of the price or justify unilateral underpayment.
Under verified terms, the asset price is RUB 1,500,000 without VAT charged; a RUB 150,000 deposit is credited against it. The balance is RUB 1,350,000. A separate agreed transport charge is RUB 50,000. After the deposit, another RUB 1,400,000 is needed; the listed expenditure totals RUB 1,550,000.
This example does not determine the carrier’s taxes, accounting carrying value or deduction rights. No assumed “VAT refund” is included. Prepare the broader auction budget separately.
④ What if a VAT invoice separately states tax?
Do not request separately stated VAT simply to obtain a desired deduction. Tax Code Article 173(5) sets out special consequences of issuing such an invoice, including for non-taxable transactions. The issuer’s tax obligation must not be confused with an unconditional deduction entitlement for the buyer.
Articles 171 and 172 link deductions to statutory conditions, the acquisition’s intended use, records and acceptance into accounting. A tax line in a draft contract or an agent’s promise does not establish those conditions. In an ordinary acquisition with no VAT charged, there is no input tax to deduct automatically from the price.
If an invoice stating VAT has already arrived, retain it and request a written explanation of the legal basis. Before using it in a return, assess the actual transaction, document accuracy and applicable conditions. This guide does not provide a universal answer about a disputed deduction based on an incorrectly issued invoice.
⑤ The buyer’s file and a written request
- Obtain the seller’s bankruptcy judgment and verify the company’s identifiers.
- Retain the original notice, lot description, draft contract and later changes.
- Identify terms on the full price, tax, deposit and balance.
- Resolve discrepancies in writing before bidding; compare an intermediary’s response with the seller’s records.
- After winning, reconcile the protocol, contract, payment and transfer record. Give the complete file to the accountant.
| Document | What it establishes |
|---|---|
| Judgment and company identifiers | Status and date rather than rumours of insolvency |
| Notice, protocol and contract | The asset, seller and full price |
| Payments and deposit credit | Actual settlement without double counting |
| Transfer record, universal transfer document where used, invoice if issued | Content of the transfer and consistency of tax particulars |
| Ancillary-service contracts | Separate transactions, costs and supporting records |
“For lot [number, case], please confirm the seller, the basis for applying Tax Code Article 146(2)(15), the full amount payable, deposit-credit arrangements and transfer documents. The notice states [wording], while the draft contract states [wording]. Please explain and resolve the discrepancy through the prescribed process before the bid is submitted.”
A request does not extend a bidding or payment deadline. If the discrepancy remains, first assess the consequences of participating and the available remedy. See the auction-application guide for participation requirements.
Frequently asked questions
Is every sale on a bankruptcy platform outside VAT scope?
No. Identify the seller, its status and the transaction. The platform’s name is not a substitute for those facts.
Does supervision alone activate Article 146(2)(15)?
No. The provision refers to debtors declared bankrupt. Check the judgment and the relevant dates.
Does “without VAT” mean a 0% rate?
Here the transaction is outside the tax scope under Article 146, rather than subject to a zero rate.
Can I immediately deduct tax from the purchase price?
Not automatically. Establish the agreed price and the lawful way to resolve any discrepancy. Unilateral underpayment risks breaching the contract.
Will the buyer’s later resale also be outside VAT scope?
Not necessarily. It is a new transaction by a different seller and requires its own tax analysis.
Primary legal sources
Checked on 26 October 2026. Tax Code Part Two: edition of 4 August 2026 with amendments effective from 1 October 2026; Civil Code Part One: edition of 10 June 2026 with changes of 22 October 2026. Future amendments were not applied. Sources are in Russian.
Conflicting VAT wording in the lot documents?
A paid initial consultation can review the sale terms, seller’s status and conflicting documents. Final tax conclusions require the complete file and assessment of the particular transaction.
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