Reducing a Russian subsidiary liability amount requires evidence, not a request for an arbitrary discount. Separate three questions: which claims belong in the calculation, what has already been paid and what harm is attributable to this respondent’s conduct.
This guide is for a person facing an Article 61.11 claim under the Bankruptcy Law. The liability ground and the amount are distinct enquiries. Recourse after payment also does not replace objections to the original amount.
▦ Composition
Review each included claim and whether it can be counted against this respondent.
↘ Harm
Compare the consequences of the respondent’s conduct with the total using documents.
⚖ Procedure
Use participation and challenge rights in time when the underlying debts are established.
Substantially smaller harm is not an arbitrary percentage
Article 61.11(11), second paragraph, provides for reduction where the respondent proves that the harm to creditors’ property rights attributable to that person’s fault is substantially smaller than the claims to be satisfied at that person’s expense. Paragraph 26.3 of Resolution No. 53 permits this issue to be considered when establishing either the liability grounds or the amount.
Start with an argument schedule: the conduct alleged, the result attributed to it, other factors affecting the company and evidence supporting an alternative amount. Saying “there was a general crisis” does not explain the harm’s value without connecting it to particular assets, payments and periods.
The special possibility for a nominal director depends on different conditions under Article 61.11(9). It is addressed separately. Do not merge it with harm-based reduction into a promise of a fixed discount.
Review the composition: a register entry is not automatically included
| Review | What to establish | An insufficient argument |
|---|---|---|
| Actual payment | The recipient, debt, amount and whether the calculation already reflects it | “Someone paid the company” without allocation evidence |
| The organisation’s tax penalties | That the sum is specifically a penalty for a tax offence | Removing tax and late-payment charges as well under the label “penalty” |
| The respondent’s or an interested person’s claim | The relevant relationship to this respondent and assignment history | Any affiliation with the company without further analysis |
| No causal connection for a particular claim | Why the respondent’s breaches could not have caused its non-payment | Only a late invoice date |
| The creditor’s conduct | Knowledge of the breach or informed approval of a harmful transaction, with applicable exceptions | “The creditor saw arrears, so it is at fault” |
Constitutional Court ruling No. 50-П of 30 October 2023 excludes the organisation’s tax-offence penalties from recovery against controlling persons as part of this liability. It does not universally exclude the whole tax debt: distinguish unpaid tax, late-payment charges and punitive penalties. Current paragraph 26.1 of Resolution No. 53 also singles out tax penalties from the sanctions to be counted.
Paragraphs 26.2 and 26.5 of Resolution No. 53 distinguish an interested relationship to the respondent from financing supplied by a creditor connected with the debtor. Compensatory financing is not automatically excluded whenever there is affiliation. Check who controlled whom, who held the claim and whether the creditor changed.
Moratorium interest cannot be deducted merely because it has no separate register entry. Its legal basis and calculation are addressed in the dedicated guide.
Showing that a particular debt is not attributable to the breach
Paragraph 26.6 of Resolution No. 53 permits objections concerning claims whose non-payment, in ordinary commercial conditions, could not have resulted from the respondent’s breaches. It gives the example of current payments arising from prolonged continuation of business during the procedure. Calling a payment “current” is not enough: establish why it arose and its financial consequences.
Paragraph 26.7 concerns creditor knowledge of the breach leading to bankruptcy and informed approval of a substantially disadvantageous transaction. An exception protects involuntary creditors. A statement showing arrears or general knowledge of financial difficulty therefore does not replace the evidence required for the particular objection.
Map the causal sequence for the disputed amount: the respondent’s act → movement of an asset or creation of an obligation → its effect on the ability to pay. Then show a documented alternative. A calculation of actual harm is not a free assessment of “what it would be fair for the director to pay”.
Can established register claims be challenged afresh?
Article 34(4) permits a controlling person to make a reasoned request to participate in the case. The request does not itself admit fault. Article 61.15 defines the respondent’s rights and duty to submit a response. Do not wait until the final amount decision to examine the orders establishing debts for the first time.
Paragraphs 26.10–26.11 of Resolution No. 53 distinguish timely use of participation rights from a later challenge. Being added as a co-respondent does not by itself restore expired appeal periods. Specific exceptions and the appropriate appeal route apply to good-faith mistakes about status or harm, and good-faith departure before objective bankruptcy.
Before objecting that a register debt is unfounded, examine the case date, transitional provisions, earlier participation, access to information and the reason for delay. A counter-calculation does not replace an appeal where an appeal is required. Objections about causation and amount should also not be confused with relitigating a liability ground already decided.
Illustrative reconciliation and supporting documents
Assume RUB 10,000,000 is claimed. It mistakenly includes RUB 1,000,000 already paid, RUB 500,000 in the organisation’s tax penalty and RUB 800,000 for a claim properly established as excluded because of an interested relationship to the respondent. With no overlap or other change, the working arithmetic is RUB 10,000,000 − RUB 1,000,000 − RUB 500,000 − RUB 800,000 = RUB 7,700,000.
This checks specified lines; it is not a judicial reduction. If the respondent separately argues that attributable harm was only RUB 2,400,000, that figure needs independent proof. The balance cannot simply be replaced with a desired amount. The same payment or excluded claim must not be deducted twice.
| Block | Documents | Conclusion to be checked |
|---|---|---|
| The starting amount | The applicant’s schedule, register, current and late claims | Which lines form the total |
| Payment | Statements, distribution reports and reconciliation | What has been received towards which debt |
| Relationships and assignments | Corporate records, assignment agreements and dates | Whether the exclusion applies to this particular respondent |
| Harm and other causes | Transactions, asset movements and a financial timeline | The consequences attributable to the respondent’s fault |
| Procedural rights | Participation orders, notices and earlier appeals | The proper remedy and time limit |
Objection framework: “Line … claims … . The proposed adjustment of … is supported by … . Its legal basis is … . This amount does not overlap the adjustment to line … . The separate smaller-harm argument is supported by …”. A creditor should respond to each such line rather than merely repeat the overall total.
Frequently asked questions
Must the court reduce liability by a fixed percentage?
There is no universal percentage. Particular claims and proven harm are assessed under the applicable rules.
Does excluding a tax penalty remove the entire FNS debt?
No. Distinguish unpaid tax, late-payment charges and the organisation’s punitive tax-offence penalty. The exclusion of that penalty does not erase the other amounts.
Are all claims held by company-related creditors excluded?
No. Analyse the legally relevant interested relationship to the respondent. Compensatory financing has separate qualifications.
May register objections always begin only after becoming a respondent?
No universal right follows. Earlier opportunities to participate, deadlines and special exceptions must be checked. The later respondent status does not itself restore time.
Does personal financial hardship establish smaller harm?
No. A respondent’s lack of funds is not evidence that their acts caused less harm. The manner of enforcing a judgment is assessed separately.
Checked: 26 October 2026. Article 61.11, Article 34 and Article 61.15 of Federal Law No. 127-FZ, version dated 4 August 2026; paragraphs 26.1–26.11 of Supreme Court Plenum Resolution No. 53, version dated 23 December 2025; and Constitutional Court ruling No. 50-П of 30 October 2023, its conclusion on tax penalties. Future versions have not been applied. The example is hypothetical and this guide concerns Russian law.
For an initial consultation, prepare the applicant’s calculation, liability-ground decisions, register, payment records and your evidence for the disputed lines. The amount and procedural route can be reviewed without promising a reduction.