Paying a subsidiary liability debt does not automatically entitle a director to recover half from another director. Distinguish recourse against the bankrupt company under Article 61.15(3) from an internal claim against other persons who jointly caused harm. Their grounds, calculation and position on repayment differ.
This guide is for a controlling person who has made a payment or received a recourse claim from another defendant. Defence against the original liability application remains a separate issue.
↩ Against the company
The special right for the amount paid carries a late repayment position.
⚖ Against another wrongdoer
The internal share requires assessment of participation and fault, rather than a headcount.
🧾 Actual performance
Keep the adjudged amount separate from the payments actually made.
Identifying the recourse debtor
| Recipient | Ground to examine | No automatic outcome |
|---|---|---|
| The company whose debts triggered liability | Article 61.15(3): the amount paid | Not the ordinary rank of an independent registered creditor |
| Another joint wrongdoer | Internal relations; Civil Code Articles 325 and 1081 | Not an equal division of all payments without analysis |
| The original creditor | Outstanding claim and actual receipts | Internal shares alone do not reduce its rights |
| Payment on another ground | Suretyship, assignment or another contract | Not every payment is recourse for subsidiary liability |
The statutory claim against the company is satisfied after all other registered claims and claims payable after the register. The right’s existence does not establish that money is available to repay it. A subsidiary liability payment does not automatically become an ordinary independent creditor’s claim.
An internal dispute between controlling persons starts by identifying the common obligation, joint wrongdoers and particular episodes. The underlying grounds are explained separately in our guide to controlling persons’ subsidiary liability.
Why the debt is not simply divided by the number of defendants
Article 325 sets general rules for the internal accounts of joint and several debtors, subject to the nature of their relationship. For jointly caused harm, Article 1081(2) ties each share to the degree of fault; equal shares apply where that degree cannot be determined. Plenum Resolution No. 53, paragraph 2, applies general liability and harm provisions subject to special bankruptcy rules.
The position needs each person’s role, period of involvement, decisions, episodes and facts established by the court. Shareholding percentages, time recorded in the company register and the number of defendants are not a universal formula for internal allocation.
Keep the reasoning and operative parts of the judgments. Where liability covers different periods or has different limits, do not combine all amounts without checking. The content of a decision reducing a nominal director’s liability requires separate attention.
Proving actual performance
A reconciliation should identify the payer, source of assets, recipient, payment reference, allocation and balance. Compare payment orders with bank statements and distribution records. The judgment amount alone does not establish expenditure already incurred.
In Ruling No. 305-ES25-9865, case A40-12630/2022, the Supreme Court examined recourse between persons jointly responsible for criminal harm. It required analysis of own-funded performance, excess over an internal share, fault and the victim’s unpaid claim. Returning misappropriated property does not automatically create personal loss; partial payment requires analysis. Linked bankruptcy claims are consolidated, with the victim paid before recourse. The dispute was remanded. It was not an original controlling-person liability case.
Do not confuse that internal dispute with a claim against the company under Article 61.15. If another person is bankrupt, separately examine how the recourse claim is established and the original creditor’s position. A promise of immediate reimbursement following payment is unwarranted without that review.
A hypothetical calculation after full payment
Assume total harm is RUB 3,000,000 and person A has paid it in full from personal funds. Internal shares have already been substantiated and determined: A, 60%; B, 40%. Interest, costs and other payments are excluded.
| Item | Calculation | Result |
|---|---|---|
| A’s own share | 3,000,000 × 60% | RUB 1,800,000 |
| Payment exceeding A’s share | 3,000,000 − 1,800,000 | RUB 1,200,000 |
| B’s assumed share | 3,000,000 × 40% | RUB 1,200,000 |
| Repeated payment to the creditor | The harm has already been fully compensated | Does not arise from this internal calculation |
RUB 1.2 million follows from the assumed shares, not a universal rule for a second director. It is not a court award. Account for amounts already recovered so that the same loss is not claimed repeatedly.
Documents and sequence of actions
- Identify the recipient: the bankrupt company or another controlling person.
- Compare judgments: grounds, periods, episodes, liability limits and subsequent changes.
- Prove performance: statements, payment orders, bailiff documents, distribution and allocation records.
- Show the source: asset acquisition and funds movements where its value financed the payment.
- Substantiate the internal share: specific conduct, decisions, correspondence and a separate calculation.
- Reconcile the creditor’s balance and compensation already received.
- Select the procedural route: check the defendant’s bankruptcy, competent court, application form, time limits and court fee. The original liability case and later recourse do not automatically form a single proceeding.
Article 200(3) links the start of limitation for a recourse obligation to performance of the principal obligation. Do not automatically count from the subsidiary liability judgment or transplant the original bankruptcy application’s special deadline to internal recourse. With several payments, prepare an individual chronology and examine when the claim arose.
“Judgment … established …. Payer … performed … on …. The source is evidenced by …. The original claim’s outstanding balance as at … is …. The internal share is supported by …. Amounts already recovered are …. Please assess the ground, amount and procedure for a claim against ….”
This lists facts for preparing a position; it is not a ready application for every court.
Different mechanisms are addressed in our guides to disposing of a subsidiary liability claim and co-borrowers’ joint and several credit debt.
Questions and sources
Can half be recovered from another director?
Not automatically. For joint harm, internal shares require assessment of fault and facts.
Does the liability judgment equal actual payment?
No. Recourse requires proof of performance and the relevant legal ground.
Does recourse against the company have ordinary ranking?
Article 61.15(3) provides a special late repayment position. The right does not guarantee reimbursement.
Does partial payment always rule out recourse?
There is no universal conclusion: examine the internal share, actual loss and the original victim’s rights.
Must other recoveries be included?
Yes. Reconciliation should disclose all relevant receipts and actual balances.
Checked on 26 October 2026: Article 61.15, Bankruptcy Law version of 4 August 2026; Article 325, Article 200 of the Civil Code, version of 10 June 2026 with changes of 22 October 2026; Article 1081, version of 24 June 2025 with changes of 9 June 2026; Plenum Resolution No. 53, paragraph 2, version of 23 December 2025; Supreme Court Ruling No. 305-ES25-9865, case A40-12630/2022.
Need to assess a recourse claim?
Bring judgments, payment records, evidence of the source of funds and a balance calculation to a primary consultation. These help distinguish the claim against the company from an internal dispute with another controller.