Personal Risks of Directors and Chief Accountants in 2025-2026: A Complete Liability Map

Six Layers of Liability: General Structure

The personal liability of a director and chief accountant in the modern Russian system consists of **six layers**, each of which can trigger independently or in combination with others.

**Layer 1. Corporate (civil) liability under Article 53.1 of the Russian Civil Code.** Compensation for damages caused to the company. From 2025, based on 26 legal positions of the new Supreme Court Review.

**Layer 2. Subsidiary liability under Chapter III.2 of Federal Law No. 127-FZ on Insolvency.** Personal liability for the debts of a bankrupt company. Analyzed in detail in longread No. 2 of the series.

**Layer 3. Tax liability under the Russian Tax Code.** Penalties under Article 122 (for non-payment of taxes), Article 123 (for tax agents), Article 128 (for witnesses), and others.

**Layer 4. Administrative liability under the Russian CAO.** Personal fines for officials under Articles 15.5, 15.6, and 15.11 for violations in accounting and reporting. **Disqualification** for up to two years under Article 15.11 of the CAO.

**Layer 5. Criminal liability.** Primarily under Articles 199, 199.1, and 199.2 of the RCC (tax crimes, analyzed in longread No. 4). Also — fraud (Article 159), money laundering (Article 174.1), falsification of the Unified State Register of Legal Entities (USRLE) (Article 170.1), and others.

**Layer 6. Labor liability under the Russian Labor Code.** Full material liability of the executive for damages caused — Article 277 of the Labor Code. Applies to former executives as well.

The key point is that all six layers **can trigger simultaneously for the exact same episode**. A criminal case under Article 199 of the RCC proceeds in parallel with an administrative fine under the CAO, a civil lawsuit for damages under Article 53.1 of the Russian Civil Code, and a claim for subsidiary liability in bankruptcy. And all six outcomes will fall on one person — the director or chief accountant.

Layer 1. Corporate Liability: Article 53.1 of the Russian Civil Code and the Supreme Court Review of July 30, 2025

The most important update of 2025.

On July 30, 2025, the Presidium of the Russian Supreme Court approved the **'Review of Judicial Practice by Arbitrazh Courts in Corporate Disputes Related to the Application of Article 53.1 of the Civil Code of the Russian Federation'**. It contains 26 legal positions on when and how a director is held personally liable for damages.

Source: pravorf.ru/blog/vzyskanie-ubytkov-s-direktora-sistematizatsiya-sudebnoy-praktiki, harant.ru/blog/arbitrazh/vzyskanie-ubytkov-s-direktora-sudebnaya-praktika-2023-2025/.

What Article 53.1 of the Russian Civil Code Establishes

A person authorized to act on behalf of a legal entity (director), as well as members of collegial management bodies and **persons with the actual ability to determine the actions of the legal entity**, are obliged to act in the interests of the legal entity **reasonably and in good faith**. They bear liability for damages caused by their fault.

In the event of joint causation of damages, liability is **joint and several**.

This wording appeared in 2014, but until 2017-2018 it was applied cautiously. Since 2020, practice under Article 53.1 of the Russian Civil Code has grown exponentially. By 2025, it is a **routine enforcement mechanism**, just as massive as subsidiary liability in bankruptcy.

What the Plaintiff Must Prove

To recover damages from a director, it is necessary to prove:

• **The existence of damages** and their amount.
• **The unlawfulness** of the director's actions or inactions.
• **The causal link** between the director's actions and the damages.
• **The director's fault** — bad faith and/or unreasonableness.

'Bad faith' and 'unreasonableness' are not moral categories. They are **legal terms** with established practice. The Supreme Court operates under the logic of the 'average reasonable and bona fide director': the director must have taken all measures with the due care and diligence required of a hypothetical 'average normal executive' in the same position.

If a director signed a contract without verifying the counterparty, this is carelessness. If they signed a contract with loss-making terms for the company without economic justification, this is unreasonableness. If they entered into a related-party transaction without disclosure, this is bad faith.

From the Positions of the Supreme Court Review of July 30, 2025

Several key positions that must be known.

**Position on 'self-bonusing'.** If a director accrues bonuses for themselves without grounds in the employment contract, without a resolution of the general meeting of participants or the board of directors, the court will recover the entire amount of paid bonuses from them personally. One of the cases in the Review: a director accrued bonuses for themselves and their deputy quarterly over several years without legal grounds. The court satisfied the claim **for the entire amount of paid bonuses**. Source: ytc.legal/blog/kak-i-kogda-vzyskat-ubytki-s-direktora.

**Position on de facto executives.** The absence of a record in the USRLE does not protect against liability. If a person **actually managed the company** — gave binding instructions to employees, managed accounts, signed contracts by proxy — the court recognizes them as a de facto executive and holds them liable under the same rules as the official director. This is paragraph 22 of the Supreme Court Review of July 30, 2025.

**Position on former directors.** The statute of limitations is 3 years from the moment the company's participants learned or should have learned about the causation of damages. That is, **leaving the position does not exempt one from liability for past decisions**. A former director may face a lawsuit 2 years after dismissal for a transaction they signed six months before leaving.

**Position on business risk.** If the director acted within ordinary entrepreneurial risk, and the losses arose due to external factors (market changes, force majeure), there is no liability. This is protection through the **business judgment rule**. However, it only protects provided the director can **prove**: the decision was justified, documented, and made with due diligence.

**Position on co-perpetrators.** Multiple persons who jointly caused damages are liable **jointly and severally**. That is, the plaintiff can recover the entire amount from any of them, and then that individual settles with the rest. In practice, recovery is made from the one with assets. If one director has property and the others do not, they will pay for everyone.

Real Cases of 2024-2025

• **Case No. A41-73492/2022 (Resolution of the Arbitrazh Court of the Moscow District of September 5, 2024).** A director sold company property at a price **28.5 times below market value**. The damage exceeded 25 million rubles. **The amount was recovered from the ex-director personally.** Source: skpgroup.ru/press-tsentr/stati/kogda-s-direktora-mozhno-vzyskat-korporativnye-ubytki/.

• **Case from the Supreme Court Review of July 30, 2025.** A former director signed a transaction with an affiliated company to transfer property for gratuitous use. Damages were recovered jointly and severally from the director and the company participant in whose interests the transaction was executed.

• **The Russian Supreme Court reminded in October 2024:** damages can be recovered from the general director of a company for increasing their own salary without proper grounds. Source: consultant.ru/legalnews/29130/.

• **Resolution of the Arbitrazh Court of the Ural District for 2024.** Damages were recovered from a former director for **improper maintenance of accounting records**, which led to inflated payments for sick leave and child care.

Who Can File a Lawsuit Against a Director

Here lies the main shift of recent years. Until recently, practically only **the company itself** represented by new management or the company's participants could file a lawsuit. Today, the circle of plaintiffs has expanded:

• Participants (shareholders) of the company — Paragraph 1 of Article 65.2 of the Russian Civil Code.
• The company itself represented by a new executive body.
• **The bankruptcy trustee** — Article 61.20 of Federal Law No. 127-FZ on Insolvency. They can file a claim against the director for corporate damages in parallel with a claim for subsidiary liability.
• **Creditors in bankruptcy** — since 2020, they are also permitted under Article 61.20 of Federal Law No. 127-FZ on Insolvency.
• **The authorized body (FTS)** — as a creditor in bankruptcy.
• Company employees, including former ones — also since 2020.

Thus, a **significantly wider circle of persons** can file a lawsuit against a former director today than 5-7 years ago. And each of them can do so **independently of the others**.

Layer 2. Subsidiary Liability

Already analyzed in detail in longread No. 2 of the series. Here are only the main indicators for the overall picture:

• **52% of satisfied claims in 2024, 61% in the first half of 2025.**
• **The average claim is RUB 88-97 million** per controlling person.
• **5,331 persons held liable** in 2024, a 28% increase compared to 2023.
• **The average subsidiary liability claim for a chief accountant in the first half of 2024 was RUB 93 million.**
• Directors, founders, chief accountants, financial directors, lawyers and consultants, shadow managers, nominees, 'duplicate' counterparties, spouses, and relatives are held liable.
• Subsidiary liability debt **is generally not discharged through personal bankruptcy** (the exception being Paragraph 58 of the Supreme Court Review of June 18, 2025, the Rasoyan case, A63-1714/2020, where 703 million was discharged before the FTS, but only in the absence of intent).

The difference between subsidiary liability and damages under Article 53.1 of the Russian Civil Code lies in the grounds. Damages under Article 53.1 are recovered **for specific actions** that caused harm to the company. Subsidiary liability is **for bringing the company to a state where it cannot pay its creditors**. Often these grounds overlap: the same episode can be the basis for both an Article 53.1 claim and subsidiary liability. In that case, joint and several liability applies.

Layer 3. Tax Liability

Under the norms of the Russian Tax Code, liability for a tax offense is borne by the **organization** itself — but fines and additional assessments are paid from its funds. This creates the false impression that the director 'is not liable'. In reality:

• If the organization cannot pay a tax fine, this is the first step to bankruptcy and subsequently to the director's subsidiary liability.
• Tax debt exceeding 50% of the creditors' register is a separate **presumption of the CPD's guilt** in a subsidiary liability dispute.
• In parallel, a criminal case under Article 199 of the RCC may be initiated.

Thus, tax liability in itself is the company's liability. But through subsidiary liability and criminal prosecution, it **directly transfers to the person of the executive and the chief accountant**.

Layer 4. Administrative Liability and Disqualification

This is a layer that many underestimate, but which actually works.

Main Articles of the CAO

**Article 15.5 of the CAO.** Violation of deadlines for submitting a tax return. Fine of 300-500 rubles for an official.

**Article 15.6 of the CAO.** Failure to provide information necessary for tax control. 100-300 rubles for citizens, 300-500 rubles for officials.

**Article 15.11 of the CAO.** Gross violation of accounting requirements, including reporting. This is the **main article for disqualification risk** for a chief accountant.

• First violation — a fine of **5,000-10,000 rubles** for an official.
• Repeated violation — a fine of **10,000-20,000 rubles** or **disqualification for a period of 1 to 2 years**.

Source: gazeta-unp.ru/articles/55267-otvetstvennost-glavnogo-buhgaltera, v2b.ru/articles/otvetstvennost-byvshego-buhgaltera-glavnogo-buhgaltera/.

What Constitutes a Gross Violation of Accounting

Under Article 15.11 of the CAO, this includes:

• Understatement of taxes and fees by **at least 10%** due to distortion of accounting data.
• Distortion of any accounting reporting indicator by **at least 10%**.
• Registration of an imaginary or sham accounting object.
• Maintaining accounts outside accounting registers.
• Compiling reports based on data not confirmed by accounting registers.
• Absence of primary accounting documents, registers, or an audit report (if mandatory) during the established retention period.

Each of these points is a **routine error that can be found in any average company**. Especially if accounting is maintained loosely, document flow is sloppy, or counterparties are questionable.

Disqualification: What It Means

Disqualification under Article 3.11 of the CAO is **the deprivation of an individual's right to hold positions in state and municipal service, occupy executive positions in the executive bodies of legal entities, serve on boards of directors, engage in entrepreneurial activities for managing a legal entity**, and exercise management in other forms.

The term is from 6 months to 3 years. Under Article 15.11 of the CAO — from 1 to 2 years.

What this means in practice:

• **One cannot be a director in any company** during the disqualification period.
• One cannot hold executive positions.
• One cannot hold seats on boards of directors.
• **The FTS automatically refuses state registration** of changes to the USRLE related to the appointment of a disqualified person as an executive.
• Information about disqualification is **public** — the register is on the FTS website, accessible to anyone.

A real case from 2024 practice. Decision of the Severodvinsk City Court of the Arkhangelsk Region dated January 22, 2024, in case No. 12-10/2024. A chief accountant was held liable under Article 15.11 of the CAO **for the activities of the previous accountant**. Fixed assets were recorded in incorrect accounting accounts (incorrect application of OKOF), depreciation was incorrectly accrued, and inaccurate information was included in the accounting reports. The court indicated that the accountant **was obliged to eliminate the violations** in accounting based on the results of annual inventories and prevent the submission of inaccurate reporting. Source: gazeta-unp.ru/articles/55267-otvetstvennost-glavnogo-buhgaltera.

Thus, the current chief accountant can receive **disqualification for violations committed by the previous chief accountant**. If they did not eliminate them in a timely manner.

Layer 5. Criminal Liability

Analyzed in detail in longread No. 4 of the series. A brief summary for the overall picture.

Article 199 of the RCC (tax evasion by an organization)

• **Part 1 (large scale exceeding RUB 18,750,000 over 3 consecutive financial years):** up to 2 years of imprisonment. Statute of limitations — 2 years. This accounts for about 2/3 of all cases under Article 199 of the RCC.

• **Part 2 (especially large scale exceeding RUB 56,250,000 or committed by a group of persons by prior conspiracy, e.g., director + chief accountant):** up to 5 years of imprisonment. Statute of limitations — 6 years.

In the overwhelming majority of cases, the sentence is a **suspended term** (about 80%) or a **fine** (about 10%). Real terms account for about 10% of cases, mostly under Part 2 for amounts exceeding 100-200 million with aggravating circumstances.

Articles 199.1 and 199.2 of the RCC

• **Article 199.1** (failure to fulfill the duties of a tax agent). Similar thresholds — 18.75 and 56.25 million. Applies mainly to situations with personal income tax (NDFL) — the company withheld the tax but did not transfer it to the budget.

• **Article 199.2** (concealment of funds and property from recovery under tax claims). Large scale — 2.25 million, especially large — 9 million. Applies when a company already has tax arrears, recovery is underway, and the executive hides property or transfers assets to a 'duplicate' entity.

Other Criminal Articles

• **Article 159 of the RCC (fraud).** Often applied in combination with Article 199 of the RCC, especially in cases of VAT refunds from the budget.

• **Article 174.1 of the RCC (money laundering).** A parallel article to Article 199 of the RCC, applied when withdrawing funds after a tax crime.

• **Article 170.1 of the RCC (falsification of the USRLE).** Submission of inaccurate information about the executive, founders, or address. Applied more frequently today — the FTS systematically clears the USRLE of 'technical' companies.

• **Article 327 of the RCC (forgery of documents).** For falsification of primary documents, contracts, and acts.

Compensation for Damages and Termination of the Case

Under Articles 198 and 199 of the RCC, a criminal case **is terminated upon full payment of arrears, penalties, and fines**. This is governed by Article 28.1 of the Russian Criminal Procedure Code and Article 76.1 of the RCC.

• Before the initiation of a case — about 95% exemption.
• Before sending the case to court — about 70%.
• After sending to court — isolated cases.

Source: advokat-digin.ru.

The Main Point

A criminal conviction under Article 199 of the RCC is **not the finale**, but the midpoint of a lifelong financial history. After the verdict:

• All company debts for taxes, fines, and penalties **are recovered personally** from the convicted individual through a civil lawsuit within the criminal case.
• Grounds arise for **subsidiary liability** in the company's bankruptcy — the verdict establishes intent.
• Subsidiary liability for defendants under Article 199 of the RCC **is not discharged through personal bankruptcy** (Paragraph 58 of the Supreme Court Review of June 18, 2025, no longer applies here, because intent has been established by the court).

Layer 6. Labor Liability under Article 277 of the Russian Labor Code

Article 277 of the Russian Labor Code establishes **the full material liability of an organization's executive** for direct actual damage caused to the organization.

Features of this liability:

• The executive is liable **for the full amount of direct actual damage** — without limits on the sum.
• This condition **may not be specified in the employment contract**, but this does not exempt from liability — the norm is imperative.
• The executive is liable for the company's lost profits in cases expressly provided for by federal laws — for example, pursuant to Article 53.1 of the Russian Civil Code, Article 71 of the Federal Law 'On Joint-Stock Companies', and Article 44 of the Federal Law 'On LLCs'.
• **Applies to former executives** — Paragraph 6 of the Resolution of the Plenum of the Russian Supreme Court No. 21 of June 2, 2015.

The chief accountant is generally **not held liable** under Article 277 of the Labor Code, as they are not the executive. But if the chief accountant **combines the duties of a director** or is part of a collegial executive body (e.g., a management board), Article 277 of the Labor Code applies to them as well.

Chief Accountant: Specific Risks Absent for Directors

The chief accountant is a figure who, in addition to general risks, faces **specific professional ones**.

Article 15.11 of the CAO — the Main Risk Zone for the Chief Accountant

Already analyzed above. The chief accountant is the **primary candidate** for a fine and disqualification under this article. Unlike the director, who is responsible for organizing accounting as a whole, the chief accountant is responsible for **specific indicators and operations**.

Personal Liability for Accounting After Dismissal

There was a case in 2024 practice. A chief accountant was brought to subsidiary liability for the debts of a credit consumer cooperative because **they prepared accounting reports even after dismissal**. A higher court overturned this decision — considering that merely performing work does not make a chief accountant a CPD. Resolution of the Arbitrazh Court of the Moscow District of February 12, 2024, No. F05-28447/21 in case No. A40-58648/2019.

But **the very fact that the lawsuit reached the court and was satisfied by the first instance** shows: the chief accountant is vulnerable even after leaving the company. And they will have to defend themselves independently.

The Chief Accountant as a Subsidiary Debtor Alongside the Director

Decision of the Arbitrazh Court of Moscow of December 29, 2022, in case No. A40-19709/2022. The chief accountant:

• Overstated balance sheet indicators.
• Concealed losses amounting to over 4 million rubles by allocating them to deferred expenses.
• Issued loans to employees — relatives of the executive for 2 million.
• Exceeded the payroll fund when paying salaries.

The court decided that **the chief accountant, while not being a CPD, must bear subsidiary liability jointly and severally with the director**. Source: simple-decision.com/otvetstvennost-buhgaltera-rukovoditelya, advgazeta.ru/ag-expert/advices/otvetstvennost-glavnogo-bukhgaltera-organizatsii/.

Thus, **a chief accountant can be brought to subsidiary liability without CPD status** — simply for specific actions in accounting that caused harm to creditors.

The 'Nominee' Chief Accountant

In 2024-2025, a new risk zone emerged. Chief accountants **on outsourcing** — that is, when accounting is maintained by a third-party company or individual entrepreneur. If such an accountant participated in developing an optimization scheme, advised the director to work with 'technical' counterparties, or signed reports with knowingly false information, they fall under the same risks as an in-house chief accountant. Plus, there is a separate risk for the outsourcing provider company — it may be recognized as a **legal consultant who facilitated the scheme**, according to new practice in 2024-2025.

2024-2025 Cases: What Real Practice Shows

Several typical situations from open practice to understand how risks work in real life.

**Case 1. Reduction of a fine for a chief accountant due to a child's disability.** Appellate ruling of the Yaroslavl Regional Court of February 1, 2024, in case No. 33-186/2024. The chief accountant was initially awarded a fine, but the court reduced it to 15,000 rubles, taking into account the accountant's average monthly income and their agreement to compensate for the damage. This shows that **mitigating circumstances actually work** — but only if they are documented.

**Case 2. Chief accountant brought to subsidiary liability for distorting reporting.** Case No. A40-19709/2022, analyzed above. Overstating the balance sheet, concealing losses, loans to the director's relatives — subsidiary liability jointly and severally with the director.

**Case 3. Former director sold property 28.5 times below market value.** Case No. A41-73492/2022 (Arbitrazh Court of the Moscow District, September 5, 2024). Damage exceeding 25 million was recovered from the ex-director personally 2 years after her dismissal.

**Case 4. Director's self-bonusing.** From the Supreme Court Review of July 30, 2025. A director accrued bonuses for himself and his deputy without grounds in the employment contract and without a general meeting resolution. The entire amount of payments was recovered from him personally.

**Case 5. Disqualification of a chief accountant for someone else's violations.** Case No. 12-10/2024 (Severodvinsk City Court, January 22, 2024). A chief accountant was held liable under Article 15.11 of the CAO for the previous accountant's violations, which she failed to eliminate.

Links Between Layers: How One Episode Generates All the Rest

The main thing to understand about personal liability in 2025-2026 is that the layers **do not operate independently**. They are linked into a system, and one episode triggers a chain reaction.

A typical chain for an owner:

**1. Tax audit → additional assessments.** **2. Inability to pay → bankruptcy notice from the FTS.** **3. Criminal case under Article 199 of the RCC.** In parallel with bankruptcy. **4. Civil lawsuit within the criminal case** — recovery of budget damages personally from the convicted individual. **5. Claim for subsidiary liability** in bankruptcy. **6. Lawsuit under Article 53.1 of the Russian Civil Code** from the bankruptcy trustee or creditors. **7. Personal bankruptcy of the executive** — inability to discharge debts under Article 199 of the RCC and subsidiary liability.

Each step reinforces the next and creates **additional grounds** for subsequent lawsuits. A criminal conviction establishes intent — this is a separate ground for subsidiary liability. A bankruptcy ruling with included tax claims is a separate ground for subsidiary liability. Transactions proven in bankruptcy to be detrimental to creditors are a separate ground for a lawsuit under Article 53.1 of the Russian Civil Code.

As a result, a single tax audit can spawn **5-7 parallel legal processes** against one individual. Each of which operates according to its own logic and with its own deadlines.

What Practice Shows: What Actually Works for Defense

Within the scope of this article, the defense strategy is not unfolded in its entirety — that is material for separate longreads in the series (on asset protection, preventive structuring, and so on). Here are the essentials.

Principle 1. Prevention is More Important Than Defense

By the time one of the six layers of liability arises, **80% of the game has already been played**. Prevention is work done years before a problem occurs. Business structure, document flow, choice of counterparties, competent employment contracts with the executive and chief accountant, justification of key decisions.

This is not 'advice for the future'. It is a statement of fact: **if you have risk zones today, close them today**, not 'when there is time'. Time ran out yesterday, because the system is automated, and the tax authority's control and analytical work proceeds in real time through ASK NDS-3 and related systems.

Principle 2. Documenting Decisions

Any significant decision by an executive must have a **documentary trail**. A business plan, expert assessment, written justification, resolution of the board of directors or general meeting. This provides protection through the **business judgment rule** — if a director can prove that a decision was made reasonably and justifiably, liability under Article 53.1 of the Russian Civil Code falls away.

'I decided this because I thought it was reasonable' is a weak position in court. 'I decided this based on the conclusion of such-and-such consultant dated such-and-such, approved at the participants' meeting by protocol No. X' is a strong position.

Principle 3. Clear Boundaries of Responsibility Zones

The employment contract with the executive must contain a **correct formulation of the boundaries of responsibility**. The same applies to the chief accountant. Diverging testimonies during interrogations are often due to the fact that **no one really knows who is responsible for what in the company** — and the inspectorate exploits this.

In particular, the employment contract or job description of the chief accountant should **stipulate: the chief accountant is not responsible for decisions made by the director that fall outside the chief accountant's competence** (e.g., choice of counterparties, approval of transactions, HR decisions).

Principle 4. Personal Financial Architecture

The family perimeter and assets must be **structured years before a problem arises**. A prenuptial agreement. Division of jointly acquired property. Use of an inheritance fund (since 2018). Personal D&O (Directors & Officers) liability insurance, if working with a global program. Careful registration of property that clearly exceeds declared income.

Any attempt to transfer property to relatives within **3 years prior to bankruptcy** will be challenged as a preference transaction or a suspicious transaction. This is work on a 4-5 year horizon, not a 6-month horizon.

Principle 5. One Hundred Percent Truth to the Client from the Defender

If a defender promises to 'beat all claims', they are hallucinating. Functionally, this is exactly the same as a language model producing convincing text without connection to reality. Only the model discloses its nature, while the attorney does not.

The real value of a defender lies not in promises, but in **navigation**: accurately assessing the risk, understanding which of the six layers might already trigger, building prevention, minimizing damage, protecting assets in advance, and choosing the right tactics in a specific procedure.

FAQ

What liability does a company director have?

Six layers: civil liability under Article 53.1 of the Russian Civil Code (recovery of damages), subsidiary liability in bankruptcy, tax liability (indirectly through bankruptcy and criminal prosecution), administrative liability (fines and disqualification under the CAO), criminal liability (primarily Article 199 of the RCC), and labor liability (Article 277 of the Labor Code — full material liability). All six layers can trigger simultaneously for a single episode.

How does the liability of a chief accountant differ from that of a director?

The chief accountant faces the same risks plus specific ones: Article 15.11 of the CAO with the threat of disqualification for up to 2 years for gross accounting violations, liability under Article 122 of the Russian Tax Code as an official, and an increased risk of subsidiary liability for distorting reporting (the average subsidiary liability claim for a chief accountant in the first half of 2024 was RUB 93 million). Article 277 of the Labor Code (full material liability) is usually not applied to the chief accountant, except in cases of combining roles with the executive position.

What is Article 53.1 of the Russian Civil Code?

This is a norm of the Civil Code establishing the liability of a director and other persons who actually determine the actions of a legal entity for damages caused to the company. It is applied based on the Resolution of the Plenum of the Supreme Arbitrazh Court No. 62 of July 30, 2013, and the Supreme Court Review of July 30, 2025 (26 legal positions). The plaintiff must prove the existence of damages, the unlawfulness of the director's actions, the causal link, and fault (bad faith or unreasonableness).

What are the statutes of limitations for personal liability?

Under Article 53.1 of the Russian Civil Code — 3 years from the moment the participants learned or should have learned about the damages. For subsidiary liability — 3 years from the moment the applicant learned or should have learned about the grounds. Under Article 199 of the RCC, Part 1 — 2 years, Part 2 — 6 years. For disqualification under Article 15.11 of the CAO — 1 year from the moment the violation was committed. For labor liability under Article 277 of the Labor Code — 1 year from the moment the damage was discovered.

What is disqualification and what is it imposed on a chief accountant for?

Disqualification is the deprivation of an individual's right to hold executive positions in the executive bodies of legal entities, serve on boards of directors, and exercise management activities. The term is from 6 months to 3 years. It is imposed on a chief accountant under Article 15.11 of the CAO for a repeated gross violation of accounting (distortion of reporting indicators or tax amounts by 10%+, absence of primary documents, maintaining accounts outside registers, etc.). Information about disqualification is public in the FTS register.

Is a former director liable after dismissal?

Yes. The statute of limitations under Article 53.1 of the Russian Civil Code is 3 years from the moment the participants learned about the damages, not from the moment the transaction was executed. For subsidiary liability — 3 years from the moment the applicant learned about the grounds. Thus, a former director may face a lawsuit 2-3 years after dismissal. Leaving the position does not exempt from liability.

Can a chief accountant be brought to subsidiary liability?

Yes. Resolution of the Arbitrazh Court of Moscow of December 29, 2022, in case No. A40-19709/2022 — a chief accountant was brought to subsidiary liability jointly and severally with the director for overstating balance sheet indicators, concealing losses, and issuing loans to the director's relatives. CPD status is not even required — specific actions in accounting that caused harm to creditors are sufficient.

How to protect against the personal liability of a director?

Prevention: proper business structure, documenting decisions, careful choice of counterparties, competent employment contracts. Documenting the economic justification of significant decisions provides protection through the business judgment rule. Preventive financial architecture — prenuptial agreement, division of property, inheritance fund, use of D&O insurance (where available). Engaging a specialized defender at the stage of the first external signal of a problem (document request, pre-audit measures, demand for explanations), rather than after receiving an audit act or a statement of claim.

Can a director's liability be insured?

D&O (Directors and Officers Liability) insurance is available in Russia, but the market is limited and operates mainly for large companies. The policy usually covers lawsuits for damages under Article 53.1 of the Russian Civil Code and similar grounds. It does not cover criminal liability, intentional violation of the law, or fines. For medium and small businesses, D&O insurance practically does not work or works with significant limitations.

Conclusion

The position of an executive in 2025-2026 is **a position carrying lifelong financial and reputational liability**. The six layers of liability are linked into a system, and a single episode — a tax audit, counterparty bankruptcy, conflict with participants — can spawn 5-7 parallel processes against one individual.

The chief accountant is a figure who additionally faces specific professional risks: disqualification under Article 15.11 of the CAO, an average subsidiary liability claim of RUB 93 million, and the risk of liability for the previous accountant's violations.

The main shift of 2025 is the **Russian Supreme Court Review of July 30, 2025, containing 26 positions on Article 53.1 of the Russian Civil Code**. The institution of corporate liability for directors has fully matured and operates on a mass scale. The number of satisfied lawsuits **exceeds the number of dismissals many times over**.

Protection is only possible preventively. Years before a problem arises. Structure, document flow, personal financial architecture, and a competent specialized defender engaged at the stage of the first external signal.

Those executives and chief accountants who continue to operate under the logic of 'it will somehow work out' or 'we are clean' are guaranteed to encounter one of the six layers in the foreseeable horizon within the modern system of automated control. Those who redefine their approach and work preventively preserve their assets, reputation, and personal freedom.

This is not a reason to panic. It is a reason to act in accordance with the logic of the current times. The environment is structured such that **abandoning illusions about how personal liability works is a condition for the survival not only of the business but also of the executive's individual financial history**.

A detailed framework of the transformation of the legal environment and the post-advocacy role is available in the 'Algorithm of Complexity' manifesto on fishchuk.su and in the System Synthesis Research Institute project at isslab.ru. The 'Kautilya' channel on Telegram is a laboratory of formulations and current observations.

Here is a professional diagnosis and real principles of defense. Next comes the work.

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Sources (all verified as of May 4, 2026)

1. https://www.consultant.ru/document/cons_doc_LAW_5142/1937c3c06a7ba397ca3d0ea54a99ea594b1e6446/ — Article 53.1 of the Russian Civil Code in its current edition
2. https://pravorf.ru/blog/vzyskanie-ubytkov-s-direktora-sistematizatsiya-sudebnoy-praktiki — systematization of the Supreme Court Review of July 30, 2025
3. https://harant.ru/blog/arbitrazh/vzyskanie-ubytkov-s-direktora-sudebnaya-praktika-2023-2025/ — practice of recovering damages
4. https://ytc.legal/blog/kak-i-kogda-vzyskat-ubytki-s-direktora — cases under Article 53.1 of the Russian Civil Code with the Supreme Court Review
5. https://skpgroup.ru/press-tsentr/stati/kogda-s-direktora-mozhno-vzyskat-korporativnye-ubytki/ — 2024 cases
6. https://www.consultant.ru/legalnews/29130/ — overview of the Supreme Court Review of July 30, 2025
7. https://www.gazeta-unp.ru/articles/55267-otvetstvennost-glavnogo-buhgaltera — liability of a chief accountant in 2026
8. https://astral.ru/aj/elem/otvetstvennost-glavbukha/ — liability of a chief accountant in 2025
9. https://www.advgazeta.ru/ag-expert/advices/otvetstvennost-glavnogo-bukhgaltera-organizatsii/ — cases involving chief accountants
10. https://simple-decision.com/otvetstvennost-buhgaltera-rukovoditelya — subsidiary liability of a chief accountant
11. https://www.v2b.ru/articles/otvetstvennost-byvshego-buhgaltera-glavnogo-buhgaltera/ — liability of a former accountant
12. https://base.garant.ru/58073189/ — encyclopedia of decisions on liability
13. https://bosfera.ru/bo/vzyskanie-ubytkov-s-byvshego-direktora — Russian Supreme Court statistics
14. https://www.consultant.ru/law/podborki/vzyskanie_ubytkov_s_direktora_ooo/ — overview of Supreme Court positions
15. https://www.consultant.ru/law/podborki/osnovaniya_dlya_diskvalifikacii_rukovoditelya/ — grounds for disqualification
16. https://www.buhgalteria.ru/article/diskvalifikatsiya-posledstviya-dlya-dolzhnostnykh-lits- — consequences of disqualification

**Regulatory Legal Acts:**

• Article 53.1 of the Russian Civil Code (liability of persons acting on behalf of a legal entity)
• Article 61.20 of Federal Law No. 127-FZ on Insolvency (recovery of damages in bankruptcy)
• Article 277 of the Russian Labor Code (full material liability of an executive)
• Article 15.11 of the CAO (gross violation of accounting)
• Article 199 of the RCC (tax evasion)
• Resolution of the Plenum of the Supreme Arbitrazh Court of the Russian Federation No. 62 of July 30, 2013, 'On Certain Issues of Recovering Damages'
• Resolution of the Plenum of the Russian Supreme Court No. 21 of June 2, 2015
• Resolution of the Plenum of the Russian Supreme Court No. 53 of December 21, 2017 (subsidiary liability)
• **Review of Judicial Practice by Arbitrazh Courts in Corporate Disputes Related to the Application of Article 53.1 of the Russian Civil Code (approved by the Presidium of the Russian Supreme Court on July 30, 2025) — 26 legal positions**
• Review of Judicial Practice of the Russian Supreme Court in Personal Bankruptcy Cases of June 18, 2025 (Paragraph 58)
• Resolution of the Arbitrazh Court of the Moscow District of September 5, 2024, in case No. A41-73492/2022
• Resolution of the Arbitrazh Court of Moscow of December 29, 2022, in case No. A40-19709/2022
• Decision of the Severodvinsk City Court of January 22, 2024, in case No. 12-10/2024