An equipment sale, loan repayment, security grant or set-off before a company’s bankruptcy may become the subject of a separate court dispute. Creditors and counterparties need a specific legal ground, an operation date and evidence of economic substance. A general allegation of asset stripping is insufficient.
Legal sources reviewed: 3 October 2026 · Pavel Petrov
Transaction value
For unequal consideration, comparable terms and what the company actually received are examined.
Preference
Repayment of a genuine debt can still prejudice other creditors.
Business records
Retain the contract, supporting records, payments, valuation materials and evidence of the company’s condition on the operation date.
Which corporate transactions may be challenged?
Review is not confined to asset sale agreements. Payments, security, assignments, set-off and other acts can change the asset pool or the position of creditors. Article 61.2 addresses suspicious transactions, while Article 61.3 addresses preference. The ground selected determines the facts to prove.
| Ground | Review period | Key question |
|---|---|---|
| Unequal consideration — Article 61.2(1) | 1 year before the court accepts the petition, or after acceptance | Did the company receive substantially less than it transferred, taking comparable terms into account? |
| Intent to harm creditors — Article 61.2(2) | 3 years before acceptance, or after acceptance | Were intent, harm and the other party’s knowledge established, considering statutory presumptions? |
| Preference — Article 61.3(2) | 1 month before acceptance, or after acceptance | Did one creditor gain an advantage over others? |
| Preference — Article 61.3(3) | 6 months before acceptance | Are the special conditions in paragraph 3 present, including statutory cases involving knowledge? |
These are periods in which the operation being reviewed occurred, not a single deadline for filing a challenge. Limitation and its starting point require separate analysis. The table uses the current law; amendments effective on 27 July 2027 have not been applied.
Records a company’s counterparty should retain
- Actual performance: the contract, specifications, delivery records, acceptance documents, goods movements, delivery correspondence and transport records.
- Money flows: bank statements, payment purposes, set-off records and the outstanding balance calculation.
- Price justification: a valuation, comparable offers, the equipment’s condition, completeness and delivery terms.
- Relationship chronology: when the debt arose, when payment became due and when the operation took place.
- The debtor’s condition: notices, accounts and business correspondence available at the time that are relevant to knowledge.
A signed agreement and acceptance record do not alone establish the transaction’s substance. Equally, connections between the parties or a difference from the price of new equipment do not replace examination of the sold asset’s actual condition and the other circumstances.
Review an operation: dates, grounds and evidence
- Establish the reference date. Take the petition acceptance date from the court order and identify the date of the actual operation.
- Select the legal ground. Undervalue, harm and preference require different evidence.
- Check standing. A creditor’s independent application under Article 61.9 depends on the size of its registered claim.
- Compare the evidence. Examine value, actual performance, payment terms and the circumstances relevant to knowledge.
- Assess consequences. Identify what may need to be returned and how the corresponding claim will be treated.
Can a creditor challenge the company’s transaction independently?
Under Article 61.9(2), a registered bankruptcy creditor or authorised body can apply independently where its registered debt exceeds 10% of the total registered debt. Claims of the creditor whose transaction is challenged and its affiliated parties are excluded from the calculation. Exactly 10% is not the same as more than 10%. Other statutory application routes require a separate review of authority.
Consequences of a transaction being held invalid
Article 61.6 requires what was received under the invalid transaction to be returned to the estate. Where return in kind is impossible, the law provides monetary consequences. Treatment of a corresponding claim depends on the invalidity ground and satisfaction of statutory conditions. Returning an asset does not promise immediate repayment of the purchase price or preservation of the previous ranking.
Frequently asked questions
Can every transaction within three years be reversed?
No. The three-year period relates to a particular ground in Article 61.2. The legal elements must be established; the operation date alone is insufficient.
Is repayment of a genuine debt safe?
Not always. A payment can prefer one creditor even where the debt truly existed. The period and conditions in Article 61.3 matter.
Is the review period the limitation period?
No. First check whether the operation falls within the relevant review period, then separately examine limitation for the application and its starting point.
Is evidence of market value sufficient?
Not for every ground. Market value matters for unequal consideration, while preference or harm also requires examination of other circumstances.
Related guides
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The guide concerns Russian corporate bankruptcy. Future statutory amendments are not applied before their effective date.