Lawyer Pavel PetrovLawyer Pavel Petrov

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Secondary Liability After Russian Personal Bankruptcy

CONTROLLING PERSON · SECONDARY LIABILITY · PERSONAL BANKRUPTCY

Russian personal bankruptcy generally does not discharge a controlling person’s secondary liability for company debts. Article 213.28(6) of Insolvency Law No. 127-FZ generally preserves the claim after asset realisation. However, paragraph 58 of the Supreme Court’s Review of Personal Bankruptcy Cases, approved by its Presidium on 18 June 2025, permits discharge where the debtor acted without intent or gross negligence when causing harm and behaved in good faith during bankruptcy. The court must assess these conditions separately.

Two separate cases

The company’s bankruptcy and the controller’s personal bankruptcy have different case numbers and purposes.

Rule and exception

The claim generally survives. Discharge under paragraph 58 requires a court assessment of culpability and the debtor’s conduct.

The stage matters

Check the basis, amount, procedural status and treatment of the claim in both cases.

Can secondary liability be discharged?

A general personal discharge does not automatically eliminate a controlling person’s secondary liability. Insolvency Law preserves Chapter III.2 claims. Nevertheless, paragraph 58 of the Supreme Court Review permits discharge of Article 213.28(6) obligations where there was no intent or gross negligence when harm was caused and the debtor behaved in good faith during bankruptcy. A liability finding does not replace assessment of these conditions, and discharge does not overturn the original liability order. Distinguish an established claim from a pending application, ordinary suretyship and director-loss claims under Civil Code Articles 53–53.1.

Not every director debt is secondary liability. Classification requires the application, court orders and the exact statutory basis.

Stages to separate

SituationKey questionRecord
Controller application pendingMay the dispute continue and how is a potential claim treatedApplication and procedural order
Grounds established, amount pendingWho controls the claim and how is the amount fixedLiability-ground order
Amount awardedHow is it filed in personal bankruptcyAward and creditor register
Claim assigned or soldWho is now the creditorAssignment, auction record and substitution order
Director loss claimDoes a separate statutory exception applyJudgment and fault findings
Personal suretyshipSeparate obligation, not automatically Chapter III.2 liabilitySurety agreement and demand

Two-case check

Mark the documents already matched.

Two-case check
Separate the corporate and personal cases first.

Practical sequence

Identify the basis

Locate the conduct and statutory provision relied upon.

Separate stages

Distinguish grounds, amount determination and collection.

Verify the claimant

Identify the present claim holder after assignment or auction.

File the records

Ensure the claim and status are addressed in the personal case.

Keep debts separate

Analyse suretyship, loss, tax and secondary liability independently.

Read completion

Compare the operative part with Article 213.28(6) and paragraph 58 of the Supreme Court Review; check whether discharge of this specific claim was addressed.

Reconcile the outstanding claim and discharge decision

Distinguish three outcomes: liability being established, partial repayment and discharge of an unpaid obligation. Each requires its own evidence. Selling the claim changes the creditor but does not by itself change the debt’s nature.

IssueComparePractical action
Which obligation was established?Legal basis and operative part of the effective orderSeparate Chapter III.2 liability, damages and a personal guarantee
How much was paid?Payments, distributions and creditor records for that same claimReconcile the balance without double counting
Who owns the claim?Assignment, auction and procedural succession recordsObtain confirmation from the current creditor
What did the completion court decide?Final order and subsequent decisionsCheck whether it addressed this particular obligation and paragraph 58 of the Supreme Court Review
Hypothetical outstanding-balance example

If the award is 5,000,000 ₽ and documented payments against that same claim total 500,000 ₽, the arithmetic balance is 4,500,000 ₽. Where the claim survives, completion of personal bankruptcy does not by itself reduce the balance to zero. Discharge is a separate legal question for the court.

This example excludes additional accruals and disputes over allocation. Do not deduct a payment twice or treat a payment against another obligation as repayment of this claim.

For a paragraph 58 submission, gather evidence of the actual role, powers, disputed conduct, transfer of company records and disclosure during personal bankruptcy. The file depends on the liability ground; a generic list does not prove the required degree of fault or procedural good faith.

Added guidance checked on 23 October 2026 against Article 213.28 and paragraph 58 of the Supreme Court Review of 18 June 2025, amended on 29 April 2026. The example is hypothetical.

Frequently asked questions

Does an earlier personal discharge eliminate a later claim?

Not automatically. The claim generally survives. Discharge under paragraph 58 depends on the court’s assessment of intent or gross negligence, good faith during bankruptcy and the terms of the relevant orders.

Can an unquantified claim be filed?

Treatment depends on the liability stage and both proceedings; an assumed figure cannot replace a court determination.

Is a director’s surety also non-dischargeable?

Suretyship has a different legal basis and is not Chapter III.2 liability merely because the surety was a director.

Does resignation before company bankruptcy decide control?

No. Control concerns the legally relevant period and actual circumstances.

Can the result be guaranteed?

No. Courts assess control, breach, causation, presumptions and rebuttal evidence.

Missing company documents: a reported case. In case A41-105253/2024 the court expressly applied paragraph 58 and discharged the debtor’s secondary-liability claim. Pavel Petrov represented the debtor. Read the case analysis and original PDF order. This is a particular court order, not a guarantee of the same outcome in another case.

Primary sources

Legal sources checked on 7 October 2026.

Related guidance

Controller liability grounds · Refusal of discharge · Work and directorship

Need to match the company and personal cases?

Review the basis, stage, amount and court orders without outcome promises.

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