Subsidiary Liability in 2024-2025: Statistics, Risks, and Real Defense for Business Owners

Subsidiary Liability Explained Simply

Subsidiary liability is when the debts of a bankrupt company are recovered personally from its owner, director, chief accountant, or any other person who actually made decisions. Not from the company. From an individual. From their apartment, car, bank account, or business registered to a spouse.

The logic is straightforward: the company failed to pay because it was driven to that state. Those who drove it there will pay. Out of their own pockets.

In 2024, 5,331 people were held subsidiarily liable. This is 28% more than in 2023. In 2024, RUB 432.84 billion was recovered from CPDs. This is 14% more than the previous year. The figures are from the Fedresurs statistical bulletin.

The main thing a business owner needs to understand in 2025: today, there is a direct corridor between a tax audit and the personal bankruptcy of a director. It is not a theoretical risk, but a well-oiled procedure.

Timeline of Tightening: What Changed from 2017 to 2025

Subsidiary liability existed in some form previously. But it only became a real weapon of mass recovery after 2017.

The full timeline of turning points is in the visual timeline above. Here is a structural commentary on the most significant events.

2017. Federal Law No. 266-FZ of July 29, 2017, introduced a separate Chapter III.2 into the Insolvency Law. Articles 61.10-61.20 were established: the concept of a controlling person of debtor, presumptions of guilt, the procedure for holding liable, and the recovery procedure. From this moment, the liability of CPDs ceased to be limited to the size of the charter capital.

May 21, 2021. Karpuk case (Russian Constitutional Court Resolution No. 20-P). Key innovation: the subsidiary liability of a CPD is a tort. It is not a formal duty, not a corporate obligation, but compensation for harm. This entails consequences for the burden of proof, the statute of limitations, and the nature of the recovery.

February 7, 2023. Pokul case (Russian Constitutional Court Resolution No. 6-P). A fundamental shift in non-bankruptcy subsidiary liability. If the creditor is an individual or an individual entrepreneur, and the debtor is excluded from the EGRUL as inactive, the guilt of the CPD is presumed. The burden of proving good faith lies with the defendant.

September 2024. Court fee reform. An application for subsidiary liability now requires a state fee ranging from RUB 10,000 to RUB 10 million, depending on the claim amount. Creditors started counting their money: they file less frequently, but with better aim. And, as a result, they win more often.

June 18, 2025. Russian Supreme Court Review. Key position in Paragraph 58: subsidiary liability — those very "non-dischargeable debts" under Paragraph 6 of Article 213.28 of the Insolvency Law — can now be discharged subject to certain conditions, including in cases involving the authorized body. This is a reversal that no one expected. It is analyzed in detail at the end of the article.

December 23, 2024. Russian Supreme Court Plenum Resolution No. 42. It was clarified that a person can be held subsidiarily liable even if not formally recognized as controlling, but who actually made key decisions. This closes the "I was not listed in the EGRUL" loophole.

Over eight years, the courts have gone from "hard to hold liable" to "hard not to hold liable." One should not expect a reverse movement in the foreseeable future.

What the 2024 Statistics Show: Fedresurs Figures

All key indicators are from the open Fedresurs statistics and summarizing analytics of specialized law firms. The charts above provide a visual summary of key dynamics.

How Many are Filed and How Many are Satisfied

In 2024, 6,248 applications to hold CPDs subsidiarily liable were filed (in 2023 — 6,475, a 4% decrease).

Over five years, the institution has become twice as effective for creditors. This is not a smooth growth — it is movement along an accelerating curve.

How Many Persons Were Held Liable

In 2024, 5,331 controlling persons were held subsidiarily liable. This is 28% more than in 2023 (4,173 persons). In 2018, there were 2,300. Over six years, the number has more than doubled.

What Amounts are Recovered

The decrease in the average claim in 2024, despite the growth in the number of persons held liable, is explained by the fact that the burden was distributed over a wider circle of persons — reaching medium and small cases. By 2025, there is growth again.

Total Amount Recovered from CPDs

In 2024, RUB 432.84 billion was recovered from controlling persons. This is 14% more than in 2023 (RUB 380.54 billion). This is money that left the personal accounts of directors, owners, and chief accountants. Not a theoretical threat, but a real figure.

FTS as the Primary Initiator: The Corridor from Tax Audit to Personal Bankruptcy

The main shift of recent years is the transformation of the Federal Tax Service into the primary initiator of bankruptcy procedures and subsidiary liability applications.

The logic of the tax authority is simple. They assess RUB 100 million against a company following a field tax audit. The company fails to pay — it lacks resources. The tax authority initiates bankruptcy. It includes its claims in the register. It files a subsidiary liability application against the director and owner. And suddenly, those RUB 100 million plus penalties and fines become the personal debt of a specific individual.

The chain: field tax audit → tax assessment → corporate bankruptcy → CPD subsidiary liability → personal bankruptcy.

Real Cases of 2024-2025

Each can be verified by the case number:

• Tax assessments of RUB 379 million following a field tax audit led to the subsidiary liability of the founder and director for the same amount. Resolution of the Arbitrazh Court of the Moscow District of March 11, 2024, in case No. A40-294217/2019.
• Transactions with questionable counterparties in 2018 resulted in tax assessments in 2020 and the subsidiary liability of directors for RUB 122 million in 2025. Resolution of the Arbitrazh Court of the Moscow District of October 8, 2025, in case No. A40-243795/2021.
• A company's tax debt of RUB 30 million was recovered from the director within the framework of subsidiary liability. Resolution of the Arbitrazh Court of the Northwestern District of November 10, 2025, in case No. A44-6173/2023.
• Assessments following a field tax audit led to a criminal case against the director and chief accountant, then to the company's bankruptcy and the subsidiary liability of the specified persons for RUB 24 million. Resolution of the Arbitrazh Court of the Central District of February 2, 2026, in case No. A23-8727/2019.
• A former director will pay RUB 74 million of the company's tax debts. Resolution of the Arbitrazh Court of the West Siberian District of October 15, 2025, in case No. A75-20086/2022.

If you run a search in the arbitrazh case database using the "subsidiary liability" tag, hundreds of such cases will turn up. This is not a selection of the worst-case scenarios. This is standard practice.

Non-Bankruptcy Subsidiary Liability: A New Trend in 2024-2025

In parallel with classic subsidiary liability within bankruptcy proceedings, non-bankruptcy liability is actively developing — recovery from CPDs without conducting a bankruptcy procedure.

The logic: if a company lacks money even to finance a bankruptcy procedure, or if it was excluded from the EGRUL for failing to submit reports, a creditor can file a separate lawsuit directly against the CPD. And recover the debts personally.

Previously, there was an option to "abandon" the company: not submit reporting, wait for exclusion from the EGRUL as inactive, and the problem would seemingly dissolve. Today, such a maneuver guarantees non-bankruptcy subsidiary liability.

Two Scenarios

"Abandoned Business" Scenario. The company is excluded from the EGRUL as inactive. The creditor files a lawsuit under Paragraph 3.1 of Article 3 of the Federal Law "On LLCs". The statute of limitations is 3 years from the moment of exclusion.

"Termination of Bankruptcy" Scenario. A creditor filed for bankruptcy, but the procedure was terminated due to a lack of funds to conduct it. The creditor files a separate lawsuit based on Paragraph 31 of the Russian Supreme Court Plenum Resolution No. 53.

The key position of the Supreme Court (Ruling No. 305-ES23-29091 of April 26, 2024, in case No. A40-165246/2022): the presumption of concealing the traces of the deed is also applicable in a situation where a lawsuit to hold a controlling person subsidiarily liable is filed by a creditor outside a bankruptcy case.

The Danger of Non-Bankruptcy Subsidiary Liability Lies in Three Things

• Burden of proving good faith lies with the defendant. That is, you must prove that you are not guilty. Not the creditor proving that you are.
• Shorter review periods. This is not a bankruptcy procedure with dozens of hearings and separate disputes — it is a standard lawsuit process.
• Fewer procedural opportunities. In bankruptcy, a CPD has several levels of defense — challenging the inclusion of claims, challenging transactions, influencing the bankruptcy trustee. In non-bankruptcy liability, none of this exists.

Who is Actually Held Liable: Expanding the Circle of CPDs

Article 61.10 of the Insolvency Law recognizes as a CPD any person who had the actual ability to determine the debtor's actions. This wording is highly elastic — and the judicial practice of recent years stretches it ever wider.

Those Under Threat

• Executives (General Directors). The most vulnerable category. According to practice data, in 90% of cases, a subsidiary liability application starts with the director.
• Founders and Owners. Especially with a concentration of control, direct participation in management, or the withdrawal of assets to themselves or affiliated persons.
• Chief Accountants. Held liable for distorting accounting records, participating in schemes with 'technical' counterparties (shell companies), and intentional tax evasion. The average subsidiary liability claim for a chief accountant in the first half of 2024 was RUB 93 million.
• Financial Directors. If they signed disputed transactions or participated in asset withdrawal.
• Lawyers and Consultants. An alarming trend of 2024-2025: the issue of consultants' liability for intellectual complicity in building asset withdrawal schemes is acute. This is new — previously, the consultant was out of the game. Now — next to the client in the dock.
• Shadow Managers. Persons without formal status in the EGRUL, but who actually made decisions. Proven through messenger correspondence, signatures on internal documents, instructions, and payment flows. Today, even a WhatsApp chat with the team saying "pay this" becomes evidence of control.
• Nominee Directors. Previously, "dumping" debts on a nominee was relatively safe for the real beneficiary. Now the law allows recovering debts from the nominee as well, but the nominee is released from liability only on the condition that they point to the real controlling person and their actions. That is, the nominee works not to hide the beneficiary, but against them. This logic has radically changed the rules of the figurehead game.
• 'Duplicate' Counterparties. Companies to which the business was transferred before bankruptcy. The tax authority holds subsidiarily liable not only the debtor's director but also the duplicate company (Resolution of the Arbitrazh Court of the North Caucasus District of November 30, 2023, in case No. A32-4692/2021).
• Spouses and Relatives. Through the institution of dividing jointly acquired property, through reclaiming property from third parties. In 2025, the bankruptcy estate expands to include the property not only of spouses but also of children and parents.

The circle of liability today is not just the "company director." It is the entire perimeter of people and assets around the business.

Grounds for Liability: What Triggers the Hook

The Insolvency Law (Articles 61.11 and 61.12) establishes the main grounds for holding CPDs subsidiarily liable.

1. Impossibility of Full Satisfaction of Creditors' Claims (Article 61.11)

Triggered if the actions (inaction) of controlling persons led to the company being unable to pay. The law has established several presumptions of guilt — that is, cases where guilt is presumed, and the creditor does not need to prove anything. Presumptions are the very engine that makes subsidiary liability so effective for creditors.

• Execution of transactions that caused harm to creditors. Transactions invalidated in bankruptcy under Articles 61.2 and 61.3 of the Insolvency Law — suspicious transactions, preference transactions. Any transaction within three years prior to bankruptcy that can be said to have "caused harm" is grounds for subsidiary liability.
• Absence or distortion of accounting documentation. If documents were not transferred to the bankruptcy trustee, or they are incomplete, or contradictions were found in them. This is the most frequent presumption. Did not keep the archive — means you were hiding something. Provided documents with gaps — means you were hiding something.
• Tax debt exceeding 50% of the register. If the tax arrears in the register of creditors' claims exceed half — the presumption triggers. This is a standard marker of "tax bankruptcy."
• Concealment or distortion of information in the EGRUL or EFRSDUL. Inaccurate address, inaccurate director, failure to submit mandatory publications. Previously, a blind eye was turned to this. Today, it is grounds for subsidiary liability.

2. Failure to File (Late Filing) of the Debtor's Bankruptcy Petition (Article 61.12)

When a company shows clear signs of insolvency — systematic payment delays, negative net assets — the director is obliged to file a bankruptcy petition within a month. If they fail to file, and debts grow during the delay period — these debts are recovered from the director personally.

This has turned into one of the most frequent traps. A director who delays filing a petition in the hope of "pulling out" the business creates grounds for subsidiary liability for themselves. Pulled it out — well done. Didn't pull it out — add to the company's debts personal liability for everything that accrued during the time of your hopes.

The paradox of this rule: a bona fide director sincerely trying to save the company ends up in a worse legal position than one who abandoned everything on the first day of the crisis.

What the Market Shows

According to the annual Pravo.ru bankruptcy market study for 2024, subsidiary liability has definitively become the main recovery tool in bankruptcy. Creditors are increasingly abandoning the bankruptcy of "empty" companies in favor of more effective tools. The share of satisfied applications grew to 52%. Both the subject composition of defendants and the grounds for liability are expanding.

What Really Works: Four Principles of Business Owner Defense

If you look at the numbers — 52% of satisfied applications in 2024, 61% in 2025 — it becomes obvious: classic defense within the bankruptcy procedure no longer yields a reliable result. Going to court, hiring a lawyer, defending yourself — today, this is a lottery with a 39-48% chance of winning. Moreover, winning in a subsidiary liability case for 100 million means keeping your apartment. Not a prize trip.

Therefore, the center of gravity of defense has shifted to the preventive plane. Years before they come for you. Four principles on which working practice is built. All four are proven. None promises to "win in court," because promising a win in subsidiary liability is a hallucination. A lawyer who promises this either does not understand reality or is lying.

Principle 1. Completely White-Label Operations

Structure the business so that the tax authority and creditors have no factual grounds for claims. No gray schemes, no aggressive optimization, no working with questionable counterparties, no areas "that haven't been closed yet."

Any gray area existing today will be classified as a violation in two or three years. And in bankruptcy, the presumption of CPD guilt will trigger.

Principle 2. A Four-Year Forecast

The institution of subsidiary liability evolves rapidly. Every two or three years — new presumptions, new grounds, new positions of the Supreme Court. A defender working with a one-year horizon inevitably lags behind the environment.

The working horizon is four years. Current decisions of the owner must be resilient to rules that have not yet been adopted but logically follow from the system's trajectory.

Principle 3. Strategy of Exhausting Creditor Interest

If the problem has already arisen, and judicial challenge will not yield a reliable result, what remains is working with time. Dragging out the process through legal procedural methods. Consistent defense on each episode. Using all instances without missing deadlines. Preventive withdrawal of assets before the case is initiated using legal methods — in advance, before the trigger point. Competent management of the CPD's personal bankruptcy as a way to close the perimeter.

The goal is not to win in court. The goal is to bring the situation to a point where the creditor loses interest in pursuing, because the debtor's pockets are empty, and the litigation process becomes economically pointless.

Principle 4. One Hundred Percent Truth to the Client

If a lawyer starts promising a client a win in subsidiary liability — they are hallucinating. Functionally, this is identical to the work of a neural network generating a convincing text with no connection to reality. Only the neural network transparently reports its nature. A lawyer hiding the truth sells an illusion under the guise of professional action.

The real value of a defender is not in promises, but in navigation: accurately assessing the risk, building prevention, minimizing damage, protecting assets in advance, and choosing the right tactics in the procedure.

Discharge of Subsidiary Liability: A Door Opened by the Supreme Court

Here is the most important update to the picture for 2024-2025. The reversal that has not yet been mastered by most defenders.

Until recently, the rule was categorical. Debts from subsidiary liability are "non-dischargeable debts" in the personal bankruptcy of an individual. Paragraph 6 of Article 213.28 of the Insolvency Law: even if a CPD has gone through a personal bankruptcy procedure, subsidiary liability remains with them for life. The logic is standard — if you drove the company to the inability to pay, you have no right to be discharged through personal bankruptcy. This approach held for years.

In June 2025, the Supreme Court reversed this logic.

Key position: Paragraph 58 of the Russian Supreme Court Review of Judicial Practice in Citizen Bankruptcy Cases of June 18, 2025. A debtor may be released from obligations stipulated by Paragraph 6 of Article 213.28 of the Insolvency Law in the absence of intent or gross negligence in their actions at the time the harm was caused, as well as in the case of bona fide behavior during the bankruptcy procedure.

That is, subsidiary liability — those very "non-dischargeable debts" — can now be discharged. Subject to conditions. And in cases involving the authorized body (FTS) — as well.

And this is not theory. In July 2025, the Arbitrazh Court of the Stavropol Territory in case No. A63-1714/2020 on the bankruptcy of a citizen discharged RUB 703 million of subsidiary liability, where the tax inspectorate acted as the sole creditor.

The Plot of the Rasoyan Case

The citizen was held subsidiarily liable jointly with 12 other persons for the obligations of LLC "NVN" (case No. A40-249814/2019). The liability amount was RUB 703,283,226.15. The creditor was IFTS of Russia No. 15 for Moscow. After being held liable, the citizen filed a petition for their own bankruptcy. The property realization procedure lasted more than 5 years. During this time, suspicious transactions were challenged, property was returned to the bankruptcy estate, auctions were held, RUB 5.8 million was raised, and creditors' claims were partially satisfied (0.69% of the total amount). The financial manager established the absence of signs of fictitious and deliberate bankruptcy.

The court applied Paragraph 58 of the Russian Supreme Court Review of June 18, 2025. And released the debtor. Because the decision to hold subsidiarily liable did not contain conclusions about intent or gross negligence. The degree of guilt of each of the 13 persons held liable was not established by the court — all were held jointly liable.

Additionally, the court used the principle of enforceability of judicial acts as justification: considering the unbearable size of the obligations, the debtor's lack of income and other property, if not released from obligations, the judicial act will be unenforceable, and maintaining obligations of more than RUB 700 million for the debtor does not meet the goals of bankruptcy legislation, since it does not allow them, having gone through a rehabilitation procedure, to get out of a difficult financial situation and return to a normal life.

This is a reversal that no one expected.

What This Means for Business Owner Defense

• First. The logic "held subsidiarily liable — lifelong debt" is no longer absolute. Now it is a standard outdated logic. The defender has a window.
• Second. The conditions for applying the new rule are the absence of intent or gross negligence when causing harm, plus bona fide behavior in the procedure. This means that preparation for a possible discharge begins years before bankruptcy — at the stage of being held subsidiarily liable. If intent is not recorded in the decision on liability, if the application of joint liability is not accompanied by an individual assessment of each person's guilt, if behavior in the procedure is flawless — the window opens.
• Third. Limitations. The window is not for everyone. Already in the discussion of the Rasoyan case on professional platforms, a position has been expressed: for defendants in criminal cases under Article 199 of the Russian Criminal Code, where intent is established by a verdict, the path to discharge remains closed. Cases of release will likely remain rare and exceptional. The door is open, but not everyone will be able to enter. Nevertheless, it was completely impossible to enter a closed one.
• Fourth. This is one manifestation of the general shift we are observing. We are moving away from pure legal constructs into a new, post-legal field. We now live in a post-legal state. This creates a negative background in some areas — and simultaneously opens up fundamental procedural relaxations in others. The discharge of subsidiary liability is one such relaxation.

The Rasoyan case, A63-1714/2020, is available for review in the arbitrazh case database. A detailed author's position on the Supreme Court's logic is in the manifesto on fishchuk.su.

Results of Preventive Work: What Practice Shows

In practice over recent years, the following picture has emerged.

None of the clients have been held subsidiarily liable. No one is in prison. At the same time, no one has won against the tax authority on the merits — all tax disputes in areas of high state interest have been lost.

This fact must be read correctly. The absence of imprisonments and subsidiary liabilities is not the result of "outstanding defense in court." It is the result of prevention built years before the problem arose.

When an owner moves to completely white-label operations, the tax authority has no grounds for aggression. When there is a four-year forecast, the business structure is resilient to new rules in advance. When a problem arises, the strategy of exhausting creditor interest works. When 100% truth is told to the client, the client makes decisions based on facts, not illusions.

This is the post-attorney role. Not a defender in the classic sense who will come to court and magically win the case. A navigator who works years before the court and brings the situation to a point where subsidiary liability simply does not arise. And if it does arise — where, by the time of passing the procedure, there is a justified window for discharge.

What Business Owners Should Do in 2025-2026: Seven Specific Steps

1. Audit the ownership and management structure. Who formally and actually makes decisions. Whose signatures are on which documents. What correspondence and instructions can be interpreted as control. Including messengers — WhatsApp and Telegram today also go into the case materials.
2. Check the quality of document flow. All contracts, acts, and primary documents must be in perfect condition. The absence of documents is grounds for the presumption of CPD guilt.
3. Document the economic justification for significant decisions. Any major transaction, waiver of receivables collection, or structural change must be backed by a business plan, or a conclusion from lawyers or appraisers. This will provide defense through the "business judgment" doctrine.
4. Do not "abandon" a company with debts. Exclusion from the EGRUL as an inactive legal entity is no longer a way to evade obligations. It is a direct ground for non-bankruptcy subsidiary liability with a presumption of guilt.
5. At the first signs of insolvency — evaluate the scenario of voluntary bankruptcy. Delaying the filing of a petition (more than a month after the signs appear) is a separate ground for subsidiary liability under Article 61.12.
6. Do not work with questionable counterparties. Links with 'technical' counterparties (shell companies) are the most frequent source of tax assessments and subsequent subsidiary liability.
7. If an FTS audit has begun or a case has been initiated — involve a specialized defender immediately, at the stage of the act, not after receiving the decision. The defense strategy must be built before the point of no return is passed.

When Rules Contradict Practice

These areas are the most valuable for understanding. The formal rule says one thing, judicial practice says another. The defense strategy is built on the gap.

Conclusion

The institution of subsidiary liability of controlling persons of a debtor in 2024-2025 operates in a different logic than many business owners still imagine. It is not a remote risk that happens to others. It is a routine practice in which 52-61% of applications are satisfied, the average claim is RUB 88-97 million, and the circle of persons held liable expands every month.

Classic defense within the procedure — challenging in courts, proving good faith, appeals, and cassations — yields a reliable result in less than half of the cases. The center of gravity of professional defense has shifted to the preventive plane. Years before they come for you.

Those owners who continue to rely on the scenario "if anything happens, we will hire a lawyer and win" accelerate their own risk. Those who redefine their approach — build white-label operations, forecast four years ahead, document decisions, do not "abandon" companies, work preventively with a defender — preserve their assets and personal freedom.

And in parallel — a window has opened for those who have already fallen into subsidiary liability. Paragraph 58 of the Russian Supreme Court Review of June 18, 2025, reverses the long-standing logic of "non-dischargeable debts." The Rasoyan case shows that 700 million can be discharged if there is no intent in the liability decision, and there is flawless behavior in the procedure. The door is open, but not everyone will be able to enter. Nevertheless, it was completely impossible to enter a closed one.

We are moving away from pure legal constructs into a new, post-legal field. We now live in a post-legal state. This changes everything — both recovery procedures and discharge procedures. Understanding this new logic is a condition for business survival in 2025-2026.

A detailed framework of the transformation of the legal environment is in the manifesto "Algorithm of Complexity" on fishchuk.su. The technological direction of work is in the project of the Research Institute of System Synthesis on isslab.ru: legal automation and system analysis.

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