A damages claim against a director in Russian bankruptcy concerns specific harm to the company. Insolvency, an unsuccessful transaction or unpaid debts alone do not establish liability. Link the director’s conduct to the loss and calculate the uncompensated amount.
This guide is for a company’s creditor and a former director responding to a claim. It covers corporate damages under Civil Code Article 53.1 and Bankruptcy Law Article 61.20. The separate guide addresses subsidiary liability for unpaid company debts on statutory grounds.
◈ Episode
Identify the decision, transfer or omission and the particular person’s role.
∑ Loss
Reconcile value, counter-performance and compensation already received.
✓ Records
Build a chronology with a supporting exhibit for each assertion.
① What the director may be liable for
Civil Code Article 53.1 connects liability with culpable bad faith or unreasonable conduct. A director does not insure the company against every commercial loss. Examine the information available when the decision was made, the checks reasonably required and the alleged breach of the duty to act in the company’s interests.
Possible episodes for investigation include a payment without evidenced performance, disposal of an asset on knowingly disadvantageous terms or loss of an opportunity to collect a receivable through a particular omission. These are investigative examples, not established grounds for automatic liability. Each requires evidence of the director’s role, causation and loss.
Paragraph 20 of Supreme Court Plenum Resolution No. 53 distinguishes harm from an individual episode from a substantial impact causing objective insolvency. Damages are not equivalent to the entire creditors’ register. Paragraphs 20.1–20.2, as amended on 23 December 2025, address the relationship between the remedies and discussion of a change in the relief sought. The application’s label cannot replace proof of facts.
② Standing and destination of the recovery
Once an insolvency procedure is introduced, the company’s claim is heard within its bankruptcy case. Article 61.20(2) identifies the director, a member, the insolvency administrator, a bankruptcy creditor, employees’ representative, an employee or former employee owed money, and authorised public bodies. Establish your entitlement to act in the debtor’s name before filing.
In the ordinary course of proceedings, recovery is for the company and replenishes its estate. Filing as a creditor does not mean receiving the full award personally. Where proceedings were terminated or a petition returned for lack of funding, Article 61.20(3)–(5) and paragraph 69 of Resolution No. 53 impose specific conditions. They do not apply automatically whenever a procedure has ended.
③ Documents for each disputed episode
Start with a table rather than a general description of the director. Give each operation a separate row and each conclusion a source. Missing primary records are not themselves proof of theft.
| Question | Records to collect | Comparison needed |
|---|---|---|
| Who made the decision? | Appointment records, powers of attorney, minutes, correspondence, signatures | Authority and actual role at the transaction date |
| What did the company transfer? | Bank statement, payment order, transfer record | Recipient, purpose, amount and contractual link |
| What did it receive? | Delivery documents, acceptance records, work products, refunds | Actual performance, usefulness and value |
| Why did the loss arise? | Transaction terms, comparable offers, claim correspondence | Director’s conduct and alternative causes |
| What has already been recovered? | Judicial acts, execution records, receipt reconciliation | The overlapping loss and uncompensated balance |
If specialist assessment is required, identify the fact to be examined and provide the underlying records. Asking whether the director is legally at fault cannot be replaced by an accounting calculation. See the guide to financial and economic expert examination for preparation of questions.
④ Calculating the loss once
Civil Code Article 15 distinguishes actual loss from lost profits. Provide a separate basis for each component. A reduction in the bank balance is not enough: check counter-performance and any surviving asset or receivable.
Paragraph 8 of Supreme Commercial Court Plenum Resolution No. 62 does not require a transaction first to be invalidated before suing the director. Compensation already received for the same loss must nevertheless be accounted for. Do not add the full asset price, recovery of the asset itself and money actually received for the same harm.
Prepare a separate reconciliation of parallel remedies: transaction avoidance, recovery from the counterparty, damages and subsidiary liability. Record awards and actual execution separately and explain their legal significance. An overlapping loss must not be recovered twice.
⑤ Preparing the claim and response
- Identify the participants. Bankruptcy case number, applicant’s standing, defendant and period of authority.
- Separate the episodes. Date, action, obligation, amount and documents for each.
- Explain the breach. What should have been done and which evidence shows a departure from reasonable conduct.
- Show causation and calculation. Why this episode caused the loss and which amounts have been compensated.
- Check time and exhibits. Knowledge chronology, previous litigation, fee payment or exemption, and service of documents on participants.
The director can respond in the same order: authority, information available at the time, business purpose, counterparty checks, performance and a counter-calculation. Paragraph 1 of Resolution No. 62 provides for assessment of explanations and possible redistribution of the burden where refusing to explain is found to be in bad faith. A purely passive response may weaken the defence.
✎ Outline for addressing one episode
“For the operation dated …, the applicant links the loss of … to … . Exhibit … supports / contradicts that assertion because … . Counter-performance was … and the refund was … . The uncompensated amount under the calculation is … . Causation is supported / disputed for these reasons … . The date of obtaining information is …, evidenced by … . The requested relief is … .” Complete this structure using real records; it is not a universal ready-to-file pleading.
Avoid attaching an unindexed archive. Number exhibits, identify pages and prepare a separate calculation schedule. Determine the court fee by the claim’s nature and applicant’s status; the general approach is explained in the guide to fees for separate bankruptcy disputes.
⑥ Frequently asked questions
Does resignation release a former director?
Leaving office does not prevent examination of conduct during the term. Establish the actual dates and role rather than attributing every subsequent company loss to that person.
Can the whole register be claimed as damages?
The register’s value alone does not establish corporate damages. Specific harm and a calculation are required; subsidiary liability has its own statutory grounds.
Must the contract be challenged first?
There is no universal sequence of that kind. Results of other proceedings and compensation received must be accounted for to avoid recovery of the same loss twice.
Does the creditor personally receive the award?
Not in an ordinary claim brought in the debtor’s name: recovery is for the company. Direct recovery by a creditor requires separate verification of the statutory conditions.
Checked on 26 October 2026. Primary sources: Civil Code Article 15, Article 53.1, Articles 196 and 200 (version of 10 June 2026, with changes of 22 October 2026); Bankruptcy Law Article 61.20 (version of 4 August 2026); Resolution No. 62 of 30 July 2013, paragraphs 1–3 and 6–8; Resolution No. 53, amended on 23 December 2025: paragraphs 20–20.2 and 68–69.2. Future versions were not applied.