A general director’s resignation doesn’t release you from subsidiary liability. In practice, for a former director, the real exposure is just beginning: the law doesn’t shut down this risk on the day you leave, and it keeps running for years.
According to the 2025 statistical bulletin of Fedresurs (the official register of bankruptcy information), courts held directors and other persons controlling a company subsidiarily liable in more than half of the claims they reviewed: 52.8% in 2023, 52.1% in 2024 and 54.4% in 2025.
The amount of liability awarded in those rulings rose 62% in 2025, from 331.6 to 535.9 billion rubles.
Losses or Subsidiary Liability: Two Different Bills
The tax authority, creditors, an insolvency administrator, or new company owners can bring two distinct types of claims against a former director.
Recovery of losses (Article 53.1 of the Civil Code). The company or its participants recover money lost to the director’s unreasonable or bad-faith decisions. Examples: a bonus the director set for themselves, a prepayment to a counterparty nobody vetted, a fine that could have been prevented. This claim doesn’t require insolvency: it can be filed while the company is operating normally.
Subsidiary liability (Articles 61.11 and 61.12 of Federal Law No. 127-FZ “On Insolvency”). Here, the bankrupt company’s debts are shifted personally onto the director.
Three typical grounds:
- transactions that caused material harm to creditors;
- failure to hand over, or distortion of, accounting and corporate records;
- failure to file (or a late filing of) an insolvency petition once signs of insolvency appeared.
For the first two grounds (Article 61.11), you answer for all the debts the company could not pay. For the third (Article 61.12), you answer only for debts that arose after the filing deadline had passed (para. 2, Art. 61.12).
Limitation Periods: When the Risk Actually Ends
It’s a mistake to assume resignation resets past risk to zero. Each type of claim has its own limitation period: for recovery of losses it has two parts, for subsidiary liability three.
| Claim type | Subsidiary liability (Art. 61.14, Law No. 127-FZ) | Recovery of losses (Arts. 196, 200, Civil Code) |
|---|---|---|
| Subjective period | 3 years from when the administrator or creditors learned (or should have learned) of the grounds for the claim. | 3 years from when the company or its participants learned (or should have learned) of the harm and who caused it. |
| Period after bankruptcy | No later than 3 years from the date the debtor was declared bankrupt. | Does not apply: this limit exists only for bankruptcy disputes. |
| Objective (absolute) period | No more than 10 years from the date of the acts or omissions that gave rise to the claim. | No more than 10 years from the date of the violation. |
The subsidiary-liability clock doesn’t start on the day you leave. If insolvency proceedings begin three or four years after your resignation, the insolvency administrator can still pull records from your tenure and bring a claim. The three-year subjective period simply starts later, from the moment the administrator learned, or should have learned, of the grounds.
All three limits apply at once, and the application has to fit within each of them (para. 5, Art. 61.14, Law No. 127-FZ). There is one exception: if the grounds came to light after the bankruptcy proceedings were completed and the claim was not considered in the bankruptcy case, the period is three years from the completion date, but no more than ten years from the acts (para. 6, Art. 61.14).
There is also a protection that gets less attention. A controlling person is someone who has, or within the three years before signs of insolvency appeared had, the power to direct the company’s actions (para. 1, Art. 61.10, Law No. 127-FZ). If you left earlier and had no influence on the company afterward, as a general rule you fall outside that group.
The court sets the date when signs of insolvency appeared, and creditors can argue it was earlier. So you cannot rely on this window without analyzing your own situation.
Court Practice: What the Supreme Court Says
In July 2025 the Presidium of the Supreme Court approved a review of practice under Article 53.1 of the Civil Code on recovering losses from a company’s executive: 26 legal positions. Six matter most to a former director.
- If you did not disclose a conflict of interest to the participants before a deal, the losses are presumed to result from it (position 1). A conflict is indicated not only by formal control over the counterparty but also by an actual connection with you (position 3).
- Pay you set for yourself without the participants’ or the board’s consent can be recovered as losses (position 4).
- You answer for losses from a counterparty’s default if the company had no system for vetting counterparties (position 12). A typical case is a prepayment with nothing delivered in return.
- A fine imposed on the company is not, by itself, grounds to recover losses from the director (position 14). But you answer if you could have prevented the violation and should have done so (position 15).
- Ordinary business risk does not create liability (position 9).
- Approval of a deal by the participants does not release you if you concealed important information or gave inaccurate information (position 18).
The takeaway for a former director: what protects you is documentary proof that the decision was justified and approved. The phrase “ordinary business risk” without documents does not work. That is why the personal archive described below matters.
What Actually Protects a Former Director
The main protection is a handover act with a full inventory. If no accounting records exist in the company by the time the first insolvency procedure (supervision) is introduced, the law presumes you are at fault for the company’s inability to pay its debts (para. 2, Art. 61.11, Law No. 127-FZ). This rule applies to those responsible for keeping and storing such records, and above all that is the director.
You will have to rebut that presumption. A handover act with an inventory helps show that the records were handed over.
First, make your departure official on paper: a written resignation letter with a receipt mark (the employer must be warned in writing at least one month ahead, Art. 280 of the Labor Code) and a participants’ resolution ending your authority.
If the new director or the owners then drag their feet on the handover and the entry for the head of the company in the Unified State Register of Legal Entities (EGRUL) doesn’t change, file a statement with the tax authority declaring the information about you as director inaccurate (Form R34001). The mark is entered on the strength of the statement itself, with no separate review (para. 5, Art. 11, Law No. 129-FZ).
You can file in three ways (para. 6, Art. 9, Law No. 129-FZ):
- in person or through a multifunctional service center (MFC);
- by registered mail with declared value and a list of enclosures;
- electronically, with an enhanced qualified electronic signature.
On paper, you sign in front of a tax officer or have your signature notarized. A filing in electronic form needs no handwritten signature.
Keep in mind that the mark only flags the data as inaccurate. Your authority ends by a participants’ resolution, and the company appoints a new director separately.
Without the paperwork in place, the owners may read the filing as bad faith. The mark is visible to everyone: banks and counterparties may refuse to work with the company, and owners in a conflict may claim damages (Art. 53.1 of the Civil Code). So file it as a last resort.
It’s also worth keeping a personal archive: meeting minutes, correspondence with the owners about risky deals, and auditor or appraiser opinions ahead of major transactions. Access to the 1C accounting system and the office closes the moment you leave, and these are exactly the documents you’ll need once there’s no way left to retrieve them.
Frequently Asked Questions
Am I liable for debts that arose after I resigned? As a general rule, no: each director answers for their own tenure. But if no accounting records exist in the company by the time the first insolvency procedure (supervision) is introduced, the law presumes you are at fault for the company’s inability to pay its debts. You would have to rebut that, and a handover act with an inventory is your main argument.
After how many years can I stop worrying? You can be fully at ease after 10 years from the acts that could have formed the basis of a claim: that is the absolute period for both subsidiary liability and recovery of losses.
The risk can end earlier too. First, a controlling person is someone who could direct the company’s affairs within the three years before signs of insolvency appeared (para. 1, Art. 61.10 of Law No. 127-FZ), and someone who left earlier generally falls outside that group. Second, a claim will, as a rule, not be accepted later than three years after the company was declared bankrupt.
Two caveats. The court sets the date when signs of insolvency appeared, and creditors can argue it was earlier. The three-year period from awareness runs from the day the administrator or creditors learned of the grounds, and your resignation date does not affect it. All these dates depend on other people’s actions and the court’s decisions, so you can count on the 10 years only.
What if a new director is never appointed, and I’m still listed as the head of the company? First, document your departure: a resignation letter with a receipt mark and a participants’ resolution. If the register entry still doesn’t change, file Form R34001 with the tax authority, declaring the information about you as director in the state register inaccurate. It doesn’t remove liability for decisions made during your tenure and doesn’t end your authority, but it flags the data about you as inaccurate and reduces the risks tied to formally still being the director on record.
Read Also
- Director Subsidiary Liability — three mechanisms the tax authority relies on
- Director Handover: Not Liable for a Predecessor’s Failures — the same handover logic, from the incoming director’s side
- A Director Paid 50 Million Rubles From Personal Assets — how personal liability works under Article 53.1 of the Civil Code
Guide “Departing Director Protection in Russia”: price by arrangement
A stage-by-stage checklist, a ready-made handover act template (for LLCs), and a memo for building a personal document archive, a practical companion to this article. Emailed after payment in two formats: a PDF for the act and the memo, easy to print and sign by hand, and an interactive checklist where you can tick off completed items directly in your browser. Request the guide →
Resigning as general director and not sure your paperwork closes off the risk? The three-year clock starts when the administrator or creditors learn about the problem, and the date in your employment record does not affect it. It’s better to walk into that moment already holding a handover act and your own document archive. Contact me: I’ll run a risk audit before you resign and help structure the handover so it actually protects you.