A Russian debtor’s business may be sold as a single property complex intended for commercial activity. The lot may include real estate, equipment, inventory, receivables, trademarks and other connected assets, while the debtor’s pre-existing monetary liabilities generally do not transfer to the buyer.
One property complex
The structure may preserve connected assets and the ability to continue business operations.
Auction or tender
An auction applies without special conditions; a tender applies where the buyer must satisfy approved conditions.
Liabilities are separated
Historic monetary debts and mandatory payments generally remain outside the business sold.
Quick self-check before you act
- One property complex: The structure may preserve connected assets and the ability to continue business operations.
- Auction or tender: An auction applies without special conditions; a tender applies where the buyer must satisfy approved conditions.
- Liabilities are separated: Historic monetary debts and mandatory payments generally remain outside the business sold.
Meaning of a Business Property Complex
Article 110 of Federal Law No. 127-FZ defines the debtor’s business as a property complex used for commercial activity. It may include land, buildings, structures, equipment, inventory, raw materials, products, receivables, trade names, trademarks and other intellectual property. Rights and duties that cannot be transferred are excluded.
Which Liabilities Transfer
The debtor’s monetary liabilities and mandatory payments are generally excluded. A limited exception concerns post-petition obligations that may be transferred under Federal Law No. 127-FZ. The lot inventory, valuation, sale terms and draft agreement matter more than a short marketing description.
Price and Sale Procedure
During external administration, the sale must be included in the plan and comply with required corporate approvals. Creditors approve the reserve price, taking account of market value where valuation was conducted. The terms must seek the highest price and widest bidder participation. In liquidation proceedings, Article 139 permits the Article 110 rules to govern sale of the business complex.
Auction, Tender and Buyer File
The highest bidder wins an auction. A tender is used where lawful conditions require additional buyer performance. Before bidding, examine the federal register notice, sale rules, inventory, valuation, encumbrances, land rights, licences, workforce implications, contracts and draft transfer deed.
- identify each asset and right in the complex;
- check real estate, security and intellectual property registers;
- review every obligation described as transferable;
- identify licences and permits that do not transfer automatically;
- compare valuation with the physical state of assets;
- review tender conditions and breach consequences;
- budget registration and operational restart costs.
Security, Payment and Transfer
Where secured assets form part of the complex, their value and the secured creditor’s special rights require separate treatment. The published Supreme Court archive position in Case No. 14016/10 confirms that inclusion in a business sale does not eliminate those rights. Article 110 requires payment within thirty days after signing, followed by a transfer deed.
| Issue | Core document | Principal risk |
|---|---|---|
| Complex composition | Inventory, valuation and draft agreement | Missing or incorrectly described asset |
| Real estate and land | Register extracts and title documents | Encumbrances or limited land rights |
| Liabilities | List of transferable obligations | Assuming that every debt transfers |
| Security | Security agreement and sale terms | Ignoring secured creditor rights |
| Transfer | Payment and transfer deed | Physical condition differs from description |
Frequently Asked Questions
Does the buyer succeed to the bankrupt company?
Not automatically. The buyer acquires the defined property complex; the corporate shell and most historic debts do not transfer.
Does the workforce always transfer with the business?
Employment consequences require a separate Labour Code and transaction review and cannot be inferred from the lot title alone.
Do licences transfer?
Many licences and permits are personal to the licensed entity and do not transfer automatically. Sector-specific rules must be checked.
May secured assets be included?
Yes, but valuation, sale terms and proceeds must respect the secured creditor’s statutory rights.
When does the buyer receive the complex?
After contract and payment, delivery is documented by a transfer deed; some assets also require state registration.
Official Sources
- Article 110 of Federal Law No. 127-FZ.
- Article 139.
- Article 132 of the Russian Civil Code.
- Russian Supreme Court archive: Case No. 14016/10.
- Federal Bankruptcy Register.
Related guides: external administration, challenging insolvency auctions and corporate bankruptcy.
Need to Review a Business Complex or Sale Terms?
An initial consultation can examine the asset perimeter, encumbrances, transferable liabilities and auction file without promising an outcome.
BOOK AN INITIAL CONSULTATIONThis material is general information as at August 2026. The complex, liabilities and auction outcome depend on law, approved sale terms and the documents for the specific lot.