You are leaving the post of general director or have already left it. Your resignation is on record, but the risks remain. Claims for subsidiary liability or damages can be brought years later, and proving that you did everything right will be your job.
The guide helps you do what is needed before you leave, record the handover so that it protects you personally, and keep the documents you will need if claims arrive years later. The legal grounds and limitation periods are analyzed in the article Former Director Subsidiary Liability: Time Limits. The guide applies to Russian companies and Russian law.
This is the mirror image of the guide for a new director taking over the company. Here you are on the other side of the table: you secure your own position while you still can.
What’s Inside
Checklist by stages. It is divided into four blocks: preparation before leaving, the paperwork on the day of handover, actions after leaving (including monitoring the entry in the Unified State Register of Legal Entities) and a check of any risky transaction that is not yet closed.
Handover act template. A ready document with sections for constituent documents, accounting, bank access, the electronic signature (with a record of its revocation), contracts, personnel, seals and property. The items most often forgotten are the state of the 1C accounting database (the accounting software most Russian companies use) and the receiving party’s remarks. Omitting them gets expensive later. The act comes with blank inventory and list forms, an alternative act for when the other side refuses to accept the files, and a filled-in sample.
Memo for a personal archive. What to copy while you still have access: minutes, correspondence with the owners on disputed issues, auditors’ and appraisers’ reports. What not to copy: the 1C database, counterparty registers and employees’ personal data, because removing them creates liability. The memo also explains how to show, from documents you already have, that a decision was economically justified when it was made.
Three hard cases get their own sections: removal by the owners without warning; no one to hand the files to while the owners will not release you; and signs of insolvency on the day you leave, including when the one-month deadline for filing for bankruptcy starts to run.
The documents are in Russian, which is the language of Russian courts and authorities. If you need them in English, the format and the price are agreed individually.
Who It’s For
You are leaving, or have recently left, the position of general director of an operating limited liability company (LLC), especially if a new director has not yet been appointed, the company shows signs of financial trouble, or the parting is happening amid a conflict with the owners.
If the company is doing well and your departure is planned and conflict-free, the risks are minimal. Even then, the guide works as insurance in case the owners’ position changes a few years later.
The act template is designed for an LLC. For a joint-stock company or another legal form it needs adapting, and for a complex ownership structure you should have a lawyer review it.
How to Get It
Write to me by e-mail or on WhatsApp: the text of the message is already filled in. Telegram: +7 (902) 899-07-58. I will reply with the price, payment details and the terms of use, and send the guide within one business day after payment.
The price is agreed individually. The guide fee is credited in full if you later order a risk audit before leaving.