Saying “I was only a nominee director” does not by itself remove subsidiary liability under Russian law. A reduction or complete release is possible under specific conditions: the person must prove the absence of decisive influence and disclose information that identifies the actual controller and/or reveals hidden property.
Neither a power of attorney to another person nor a lack of online banking access guarantees a result. The relevant duties, conduct, management period and usefulness of the disclosure to creditors matter. This guide concerns defence against a liability application, rather than later discharge of an established debt in personal bankruptcy.
⚖ Status remains relevant
Delegating actual management does not cancel the formal director’s duties to organise and supervise management.
🔎 Disclosure is examined
Provide substantiated information about who made decisions and where hidden assets can be found.
📄 A reduction needs reasons
The court examines how the disclosure restored creditors’ rights. There is no fixed reduction percentage.
Why “I signed on instructions” is insufficient
Paragraph 6 of Russian Supreme Court Plenum Resolution No. 53 expressly addresses a formal director who delegated actual management or made key decisions on another person’s instructions. That circumstance alone does not remove controlling-person status. Duties remain to select the representative, supervise their conduct and ensure that the company’s management system functions properly.
As a general rule, the nominee and actual directors may be jointly and severally liable. This does not mean every person recorded in the company register is automatically liable: the grounds, period, conduct and consequences must be examined. However, relying solely on passivity and another person’s instructions ignores the formal director’s own duties.
Distinguish the arguments. Contesting liability grounds or causation differs from seeking a special reduction for a nominee director. Challenging the loss calculation is another issue. These positions can be presented separately, without treating one as proof of another. The general structure is discussed in directors, shareholders and controlling persons.
Article 61.11(9): two connected conditions
The court may reduce subsidiary liability or release the person completely if they prove that they did not actually exercise decisive influence while performing their functions nominally, and information they supplied led to identification of the person who actually controlled the debtor and/or discovery of debtor or controlling-person property concealed by that controller.
This is not an automatic concession for admitting nominee status. Merely naming a shareholder already known to everyone, without explaining actual control, is insufficient. Plenum Resolution No. 53 refers to information unavailable to independent market participants and its role in identifying the actual director or assets from which creditor claims may be satisfied.
| Condition | What to show | What is generally insufficient |
|---|---|---|
| No decisive influence | Who made key decisions, issued binding instructions and controlled resources | A general statement that “I knew nothing” |
| Actual director | A specific person, role, period and verifiable sources | A name unconnected to company decisions |
| Hidden property | Asset identifiers, ownership, location and a way to verify the information | A rumour that someone “owns a lot of property” |
| Connection to disclosure | What the information supplied actually enabled others to establish | Repeating public information without new substance |
| Value to creditors | How disclosure helped restore rights and compensate losses | Demanding guaranteed release merely for submitting explanations |
Article 61.11(10) separately addresses absence of fault and good-faith, reasonable conduct; paragraph 11 addresses the amount and proof of substantially smaller harm. A general assertion of good faith cannot substitute for the special disclosure required by paragraph 9. Each argument needs its own facts and evidence.
Evidence of the actual allocation of management
Prepare a chronology for the disputed period: appointment, authority, key transactions, payment instructions and handling of records. Include your own actions. Selecting only favourable extracts may leave the applicant’s documentary case unanswered.
| Area | Possible records | Question to test |
|---|---|---|
| Key transactions | Drafts, approvals, correspondence, powers of attorney and minutes | Who determined essential terms and gave final approval? |
| Money flows | Bank records and available information about payment instructions | Who initiated and approved payments and received reports? |
| Staff instructions | Work correspondence, orders and allocation of authority | Who actually directed employees? |
| Records and assets | Handover acts, inventories, storage contracts and asset-movement information | Who held the records and property, and where can they be obtained? |
| Disclosure results | Filed explanations with receipt evidence, requests, replies and discovery records | What became known specifically because of the disclosure? |
Preserve originals and complete correspondence chains, identifying dates and sources. Do not backdate documents or invent the actual director’s instructions. If a bank, counterparty or other holder has the necessary records, identify that holder in the procedural submission and explain the request needed. Access to another person’s data must have a lawful basis.
Presenting information to the court and case participants
- Obtain the liability application and all exhibits. Identify the legal ground and period concerned.
- Separate the submission into substantive objections, facts showing nominal performance, information about the actual controller and assets, and the request under paragraph 9.
- For each statement, identify the event, date, source, document and verification route. Label an assumption as an assumption.
- Submit the information to the court and appropriate participants through the proper procedural channels; retain proof of dispatch and receipt.
- Track results: which information was confirmed, which records were obtained, what property was found and how this affects creditors.
- Explain the request for reduction or complete release. The heading “nominee director” is not enough.
“Regarding the application in case No.… for the period …, I provide the following information. Key decisions … were actually made by …, as evidenced by …. My actual functions were …. Information previously unavailable to independent participants is …. The following document holders … and asset identifiers … permit verification. This information led to identification/discovery of …, supported by …. Please assess the conditions in Article 61.11(9) and the disclosure’s contribution to restoring creditors’ rights”.
If the disclosure’s result has not yet been established, do not present it as a completed fact. Explain what needs checking. This outline does not replace tailored objections, evidence or compliance with court deadlines.
The amount and the actual director’s remaining liability
Plenum Resolution No. 53 requires consideration of the disclosure’s contribution to restoring creditors’ rights and compensating their losses. There is no universal “name the controller and halve the claim” formula. When the nominee’s liability is reduced, the actual director remains liable in full; the nominee is jointly and severally liable for the portion that remains applicable to them.
A hypothetical illustration of a court outcome: assume the established amount is RUB 4,000,000 and, after evaluating the conditions and evidence, the court reduces the nominee’s liability by RUB 1,500,000. Their remaining liability is RUB 4,000,000 − RUB 1,500,000 = RUB 2,500,000. They remain jointly liable with the actual director for that portion; the actual director remains liable for RUB 4,000,000. These are not two independent recoveries totalling RUB 6,500,000 on the same debt.
The figures illustrate a reduction already decided by a court, not a prediction or formula for a concession. Disclosing an asset worth RUB 1.5 million does not automatically reduce liability by RUB 1.5 million. The claim amount, actual repayments and prohibition on double recovery must be checked separately. An identified asset, its valuation and money actually received by creditors are also different things.
Paragraph 6 extends the reduction approach both to failure or delay in filing the debtor’s bankruptcy application and to inability to satisfy creditors in full. The grounds and calculations must nevertheless be distinguished. Liability for particular company losses is discussed separately in damages against a director.
If liability has already been established and the question concerns performance after personal bankruptcy, a separate debt-discharge analysis is required. That does not replace a paragraph 9 defence when liability is being determined.
Questions and legal sources
Is proving that I did not control payments enough?
There is no universal rule. That fact may matter, but it does not cover all management authority or paragraph 9 conditions. Absence of decisive influence and the result of the information supplied must be examined.
What if everyone already knows the actual director?
Repeating a public name does not by itself demonstrate useful disclosure. Explain the substance of your information, why independent participants could not access it, and its contribution to identifying actual management or hidden property.
Must both the director and hidden assets be found?
The legislation uses “and/or”. It should not be rewritten as requiring both simultaneously. The court nevertheless evaluates proof of the conditions and the disclosure’s contribution to restoring creditors’ rights.
Does a power of attorney fully protect the formal director?
No. Plenum Resolution No. 53 expressly considers delegated management a situation that does not by itself remove the nominee’s duties or controlling-person status.
Does reducing the nominee’s liability reduce the actual director’s debt?
Under paragraph 6, the actual director remains liable in full. The nominee is jointly and severally liable for the portion remaining applicable to them. The same discharged debt cannot be collected again.
Legal verification: 26 October 2026. Federal Law No. 127-FZ, Article 61.11, including paragraphs 8–11, version 4 August 2026; Supreme Court Plenum Resolution No. 53, paragraphs 3–7, especially paragraph 6, version 23 December 2025. Amendments taking effect on 27 July 2027 have not been applied.
Need a position on a liability application?
An initial consultation can compare the application, period of authority, management records and information available for disclosure. Preparing a position requires checking the facts of the particular case.