A company’s tax arrears do not automatically become its director’s personal debt. A subsidiary-liability claim requires examination of the particular ground, the period of control and the evidence. The specific tax presumption depends on cumulative conditions, including qualifying additional assessments exceeding 50% of the statutory comparison base.
This guide is for directors, former directors and other alleged controlling persons of an ordinary company. The bankruptcy of an LLC owing taxes is a separate issue; this page concerns a claim against a controlling person.
▤ Decision
Obtain the offence decision and establish whether it has entered into force.
∑ Ratio
Compare qualifying assessments with principal debts in the third-ranking register.
◷ Period
Identify who managed and controlled the company when the violation occurred.
An overdue tax payment is not by itself this ground of liability
Article 61.11(2)(3) establishes a rebuttable presumption subject to the statutory offence and debt-ratio conditions. For tax violations, paragraph 26 of Supreme Court Plenum Resolution No.53 requires the debtor company to have been held liable for non-payment or underpayment caused by understatement of the tax base, incorrect calculation or other unlawful acts.
Check the effective decision, its findings, the outcome of challenges and the additional assessments. A negative unified tax-account balance, an ordinary payment demand and an established tax offence are not interchangeable documents. The existence of a debt alone does not establish that the presumption applies.
More than half: use the correct numerator and denominator
Under paragraph 26 of Resolution No.53, the relevant additional tax, levy or insurance-contribution assessments resulting from tax control are compared with aggregate principal debt owed to registered third-ranking creditors. The statutory condition is “exceed 50 percent”, rather than “equal half”.
| Component | Documents and figures to use | Common error |
|---|---|---|
| Numerator | Qualifying additional tax, levy and insurance-contribution assessments attributable to the established violation | Using the entire tax-account balance, including penalties and late-payment interest |
| Denominator | Principal debt of all registered third-ranking creditors | Comparing only with the tax authority’s debt, or adding every priority and current payment |
| Legal decision | The decision, review outcomes and proof that it is effective | Relying only on a preliminary tax-audit report |
| Dates and composition | Violation periods and documents establishing the register | Mixing different calculations without explaining their basis |
| Defendant | Authority and actual control during the relevant period | Blaming only the director in office when a later audit ended |
Illustrative example. Qualifying additional assessments are RUB6,000,000; all registered third-ranking principal debt is RUB10,000,000. The ratio is 6,000,000 / 10,000,000 × 100% = 60%. The numerical condition is met, but the other conditions and objections require separate assessment.
If qualifying assessments are RUB5,000,000 with the same denominator, the result is exactly 50%: the “exceed” condition is not met. Other grounds of liability may still be examined. The presumption threshold does not automatically determine the loss or the amount ultimately recoverable.
Examine the violation period, not just the tax decision date
Article 61.11(5) and paragraph 26 of Resolution No.53 connect the tax presumption to the director during the relevant offence and to other controlling persons. Compare transaction dates, returns, management decisions, appointments and departures, and the actual allocation of authority.
A former director does not obtain immunity merely by resigning. Equally, a new director does not become liable for every historic tax episode merely because an audit finished during their tenure. Where several people are named, each needs an individual analysis: which acts, decisions or instructions are attributed to that person, and what proves them?
Preserve contracts, primary records, accounting registers, transaction correspondence and explanations of the economic substance. A formal contract file is no substitute for actual performance. If records are missing, explain the search and reconstruction measures taken; do not create retrospective explanatory documents.
Tax arrears, late-payment interest and a tax-offence fine are distinct
The amount must be established separately after the ground is examined. Article 61.11(11) and the current guidance in Resolution No.53 require analysis of unpaid claims, causation and exclusions. A 60% ratio in the example does not mean the defendant necessarily owes exactly RUB6 million or 60% of the whole register.
In Resolution No.50-P of 30 October 2023, the Constitutional Court excluded tax-offence fines imposed on a corporate taxpayer from the amount of subsidiary liability. Tax arrears and late-payment interest do not automatically disappear with that fine. Each component requires its own classification and outstanding balance after payments.
For example, suppose a separate calculation claims RUB6,000,000 in tax, RUB1,000,000 in late-payment interest and RUB400,000 in such a fine. Simply removing the fine gives 7,400,000 − 400,000 = RUB7,000,000 for further examination. This does not establish the ground or a final award. Other claims, payments and objections must be examined separately; see the guide to checking and reducing the amount.
Prepare a reasoned response with supporting records
- Tax file: the decision, annexes, service documents, administrative appeals and court decisions on challenges.
- Threshold worksheet: qualifying assessments, all third-ranking principal debt, the source of each figure and the percentage.
- Personal timeline: the defendant’s authority, transaction and actual-control dates, handover records and data access.
- Financial causes: changes in assets and liabilities, external circumstances, evidence of conduct and causation.
- Amount calculation: tax, late-payment interest, fines, payments and other claimed debts shown separately.
Paragraph 19 of Resolution No.53 and Article 61.11(10) allow the relevant statutory presumptions to be rebutted and absence of fault to be proved where the applicable conditions are satisfied. A general reference to market conditions or a counterparty’s conduct, without financial records, does not explain the causes of bankruptcy.
If an objection concerns an already established tax claim, check the proper challenge procedure, the defendant’s participation and the relevant deadlines in advance. Articles 34 and 61.15 and paragraphs 26.10–26.11 of Resolution No.53 do not give everyone an unrestricted right to reopen any tax decision only after a controlling-person claim has been brought.
Response framework: “The applicant relies on Article 61.11(2)(3) and decision … . The numerator includes …, whereas documents … establish … . Third-ranking principal debt totals … . The defendant’s relevant period is … . Evidence on causation comprises … . Separate objections to the amount are …”. Attach the evidence actually identified. The guide to a creditor’s application helps match the response to the allegations made.
Frequently asked questions
Does every LLC tax debt make its director a personal debtor?
No. The statutory ground, records, individual period and evidence must be examined. A debt alone does not establish the elements of liability.
Is exactly 50% sufficient for this tax presumption?
No, not for the condition requiring more than half: the ratio must exceed 50%. Other potential grounds may still be examined.
Are late-payment interest and fines added to the numerator?
Do not use the tax authority’s whole balance without a breakdown. The tax presumption discussed here compares qualifying additional tax, levy and contribution assessments with third-ranking principal debt.
Does only the new director answer if the audit ended during their tenure?
Not automatically. Compare the violation period, authority and actual control of each person. The tax decision date alone does not identify the proper defendant.
Does excluding a fine eliminate the entire tax-related claim?
No. The corporate fine, tax arrears and late-payment interest are distinct. Excluding one component does not determine every other issue of ground or amount.
Checked 26 October 2026: Article 61.11 of Federal Law No.127-FZ, including paragraph 2(3) and paragraphs 5, 10–11, revision of 4 August 2026; paragraphs 19 and 26 of Resolution No.53 and paragraphs 26.1 and 26.10–26.11, revision of 23 December 2025; Constitutional Court Resolution No.50-P of 30 October 2023. Future revisions have not been applied. Examples are hypothetical; no court cases have been invented.
For an initial consultation, prepare the controlling-person application, the tax decision and annexes, the register and your personal timeline. Reviewing the records can clarify the arguments without guaranteeing release from liability or recovery.