A director, shareholder, chief accountant or shadow manager is not automatically liable for a company’s debts. The court determines actual control, a statutory ground and the causal connection between that person’s conduct and the inability to pay creditors, or a late debtor filing. An application must identify facts, evidence and calculation rather than merely list job titles.
Actual control
The ability to determine the debtor’s conduct matters more than a formal register entry.
Asset shortfall
The court tests whether conduct caused the inability to pay creditors in full.
Late filing
A separate ground concerns failure to file the debtor’s petition on time.
Standing
The permitted applicant and timing depend on the ground and procedural stage.
Who is a controlling person
Article 61.10 defines control as the power to give binding directions or otherwise determine the debtor’s conduct. The court examines the relevant period, corporate links, mandates, cash flows, approval of transactions, correspondence, actual allocation of authority and economic benefit.
A director’s office is a strong indicator, but liability still depends on conduct. A shareholder, relative, accountant, lawyer or counterparty is not controlling merely because of status. A nominee director is not automatically released either: the court examines delegation and supervision.
| Person | Indicators of control | Insufficient alone |
|---|---|---|
| Director | Key transactions, bank authority, staff decisions | A registry entry without analysis |
| Shareholder | Binding instructions, asset transfers, actual management | A small shareholding alone |
| Chief accountant | Determining financial decisions or concealing records | Routine accounting under instructions |
| Shadow beneficiary | Hidden instructions, benefit and cash-flow control | Affinity or family link without evidence |
Grounds for liability
Article 61.11 addresses the inability to pay creditors in full caused by a controlling person’s acts or omissions. Statutory rebuttable presumptions may apply to materially harmful transactions, missing records or unreliable mandatory information. A presumption assists proof but does not make recovery automatic.
Article 61.12 separately covers a failure to file the debtor’s own petition on time. The court identifies when the filing duty arose and which liabilities arose after the default.
| Ground | Applicant must show | Respondent should examine |
|---|---|---|
| Inability to pay in full | Control, harmful conduct, causation and amount | Business purpose, absence of harm, other insolvency causes |
| Materially harmful transaction | Terms and material creditor harm | Market terms, consideration and commercial purpose |
| Missing records | Duty to keep or transfer and procedural impact | What existed, what was transferred and why anything is absent |
| Late debtor filing | Date of duty and later liabilities | No objective insolvency or a reasonable recovery plan |
Who may apply
Under Article 61.14, standing depends on the ground and stage. During the procedure, the insolvency practitioner, bankruptcy creditors, public authority and other expressly listed persons may apply. The position changes after liquidation proceedings have ended or the case has been terminated for lack of funding.
The application should individualise each respondent, period, act, causal link and evidence. A collective allegation against all managers is not enough.
Filing periods
The deadline is not calculated solely from deregistration or the opening of liquidation proceedings. Article 61.14 contains special subjective and long-stop rules. The control period under Article 61.10, the application period under Article 61.14 and limitation for a separate corporate claim are different concepts.
Evidence and response
Useful evidence includes bank records, accounting databases, minutes, agreements, correspondence, asset transfers, registry information, tax materials and court files. A respondent needs preserved records, allocation of authority, commercial purpose, market evidence, recovery measures and proof of cooperation with the insolvency practitioner.
Article 61.16 permits the court to shift the evidential burden where a response is unjustifiably absent or manifestly incomplete. A response should address every event, period and calculation.
- build a chronology of control and financial distress;
- separate Articles 61.11 and 61.12 grounds;
- link every exhibit to a pleaded fact;
- check whether the same issue has already been decided;
- separate the existence of liability from quantification.
Practical workflow
Reconstruct the financial timeline and the point of objective insolvency. Identify who actually influenced decisions and separate each person’s conduct. Select the statutory ground, verify standing and timing, collect evidence and formulate an individual conclusion for each respondent.
- Obtain the bankruptcy docket, creditor register and key orders.
- Identify each alleged controller’s period and authority.
- Choose the pleaded ground: payment shortfall, records or late filing.
- Test causation and alternative causes of distress.
- Prepare a supported application or response with exhibits and calculation.
Supreme Court Plenum No. 53 describes subsidiary liability as an exceptional creditor-protection mechanism. It must not replace ordinary business risk, but formal title alone does not defeat proven actual control.
Frequently asked questions
Is a director liable for every company debt?
No. A statutory ground, evidence and a court order are required.
Can a former director be pursued?
Yes where the conduct falls within the relevant control period and the other conditions are met.
Is a chief accountant always a controlling person?
No. The court examines actual decision-making power and the specific role in records or transactions.
Who may bring the application?
Standing depends on the ground and stage under Article 61.14.
When is the amount fixed?
The court may establish the ground first and suspend quantification until creditor distributions are known.
Official sources
- Chapter III.2 of Federal Law No. 127-FZ
- Article 61.11
- Article 61.14
- Supreme Court Plenum Resolution No. 53, as amended
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Initial consultationUpdated on 29 August 2026. This material is informational; the result depends on the procedural stage, the type of claim and the court orders.