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On November 19, 2025, the Supreme Court of the Russian Federation approved a review of judicial practice clarifying the conditions under which participants and directors (controlling persons) of a company can be held subsidiarily liable for the debts of an organization that has been excluded from the Unified State Register of Legal Entities (USRLE) as an inactive entity (an "abandoned" organization). We have prepared a brief summary for you with the key positions from this review – both in favor of creditors and in favor of controlling persons.

For Creditors

1. It is not necessary to wait for the official exclusion of the organization from the USRLE. Controlling persons can be held liable as soon as the organization has actually ceased its activities.
2. The creditor is not obliged to prove the bad faith or unreasonableness of the actions of the controlling persons; the burden of proof lies with them. It is sufficient for the creditor to confirm the existence of the organization's debt, the cessation of its activities, and the fact that the defendant controlled it.
3. Creditors are not required to have a court decision to recover the debt from the organization. The debt may be confirmed by other documents, including a contract.
4. The creditor does not need to file objections to the exclusion of the organization from the USRLE. A lawsuit to recover the debt from the controlling persons can be filed even if the creditor did not attempt to prevent the exclusion.
5. The statute of limitations is calculated from the moment the creditor learned of the organization's exclusion from the USRLE (or of the actual cessation of its activities), as well as of the person who controlled it.

For Owners of "Abandoned" Companies

1. A person who is simultaneously the sole participant and the head of a legal entity cannot be held liable based solely on this fact.
2. A minority shareholder is not, by default, considered a controlling person if they do not have corporate control. They can be held subsidiarily liable only if the creditor proves that the minority shareholder had actual control over the organization.
3. If new undistributed property is discovered in an "abandoned" organization excluded from the USRLE, sufficient to satisfy the creditor's claims, a claim to hold the controlling persons liable will be dismissed.

Do These Clarifications Have Retroactive Effect?

It is important for creditors and controlling persons to consider that this review of practice does not have retroactive force. If a court decision in your case was rendered before its publication, it will be impossible to review the decision due to new circumstances.

However, when appealing such a decision in appellate or cassation instances, the court has the right to overturn an act that contradicts the new clarifications. Previously, for example, creditors were often denied claims against controlling persons on the grounds that the creditor had not attempted to prevent the company's exclusion from the USRLE. This position is now recognized as erroneous, opening new opportunities for the protection of rights during appeals.

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