The clock starts sooner than you think
Picture a director, let’s call him Marat. He owns 70% of a wholesale company that supplies packaging to cafés and bakeries; his partner Denis holds the other 30%. The story is fictional, though its details are entirely ordinary. In the spring a large coffee chain stopped paying and ran up a debt of RUB 9 million. By September 2026 the company owes RUB 20.1 million. Its balance sheet shows RUB 19.4 million, more than half of which is receivables.
On 1 September the chain announces that it is closing. Marat’s reasoning runs roughly like this: as long as nobody has sued us, there is time.
Article 9 of the Insolvency Law sees it differently. A director must personally apply to the commercial (arbitrazh) court if the company shows signs of inability to pay or insufficiency of assets, and in a number of other cases, including wages overdue by more than three months. The deadline is stated plainly: as soon as possible, but no later than one month from the date those circumstances arose. Nobody else’s claim is needed to trigger it.
The whole dispute then turns on the date. In Plenum Resolution No. 53 (as amended in December 2025), the Supreme Court of Russia measures it against the figure of a diligent and reasonable director: the point at which such a person would objectively have realised that things were going badly. The trustee will almost certainly try to push that date back to May, when the coffee shops first began paying late.
Does believing in a better outcome protect him? Partly. If the director proves that the late payments did not yet amount to objective insolvency and that he was following an economically justified plan, he may be relieved of liability for the duration of that plan. But the plan has to be a real one, with a cash forecast and decision dates. In our case on defending a director against RUB 85 million in subsidiary liability, what persuaded the court was precisely that the decisions were well founded at the time they were made. All Marat could produce from the whole summer were voice messages to his partner.
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Fedresurs: two notices and some unpleasant arithmetic
On 10 September Marat goes to see a lawyer and learns that one deadline is already running out. Under Article 30, within ten working days of the moment the director learned or should have learned of the signs of bankruptcy, he must enter details of them on Fedresurs. Counting from 1 September, the last day is the 15th.
The second piece of news is worse. Before filing, the debtor must publish on the same register a notice of its intention to apply to court, at least 15 calendar days before filing. Do the sums: of the statutory month, only two weeks are left for thinking it over.
There is a catch on the other side too. The information in the notice lapses 30 days after publication, so posting it in June “just in case” and then relaxing will not work.
Marat publishes both notices on 14 September. He can now file from the 29th onwards, and the month expires on 1 October.
Publication costs little, but forgetting it is dangerous: if the mandatory information is not on Fedresurs on the date the case is opened, then under Article 61.11 the court presumes the controlling person to be at fault unless the director proves otherwise.
The partner objects: is the participants’ consent needed?
Denis hears about the petition and sends a long message: no court, we’ll close through liquidation, or better still abandon the company and let the tax authority strike it off. We explained why abandoning it is especially costly in our article on how to close an LLC with debts. Liquidation is no way out either: if there are not enough assets to go round, the liquidator must file for bankruptcy within ten days.
Can a partner with 30% simply forbid the director from going to court? Once the duty has arisen, no: the participants’ decision is attached if one has been taken, but it is the director who signs the petition.
Incidentally, staying silent is dangerous for Denis too. If the director misses the deadline, those entitled to call an extraordinary meeting have ten calendar days to demand one, and that meeting must decide whether to apply to court. Anyone who stays silent is jointly and severally liable with the director under Article 61.12.
The participants do have a lawful way to save the company: put money in. Marat asked exactly that. Denis stopped replying.
What to do with the money in the final weeks
From the moment the director learned, or should have learned, of the problems, he must take creditors’ interests into account. In the final weeks this rule is broken with particular enthusiasm, because everyone wants to “sort everything out” in time.
Marat’s plan for September looked like this. Repay himself the RUB 1.5 million loan he had once made to the company. Settle RUB 2 million owed to a supplier who has been his friend for twenty years. Transfer two vans to Denis’s new LLC, so that at least something could keep running.
Frankly, it is an almost textbook list, only of what not to do. A payment to one creditor while others are overdue, made in the last six months, may be held by the court to be a preferential transaction (Article 61.3), and an interested party is presumed to have known of the problems unless it proves otherwise. The director’s own loan is the first thing to come under attack.
The vans fall under Article 61.2. A suspicious transaction can be challenged within three years, and an intent to harm creditors is presumed if the company could no longer cope and the counterparty is an interested party. It is not just a matter of returning the vehicles: where creditors suffer significant harm, the presumption in Article 61.11 comes into play, and the amount is then calculated on the entire register.
So what is allowed? Wages rank second, ahead of the bank and suppliers, so paying staff is noticeably safer.
New obligations are counted separately. For a late petition, the director is liable for debts that arose after the one-month period ended and before the case was opened. Marat’s company was adding roughly RUB 2.5 million in new debt each month, mainly taxes and rent. Had he filed in April 2027 instead of September, his personal bill would have come to nearly RUB 15 million. Creditors who knew of the problems are, as a general rule, excluded from it. The tax authority is always included.
A folder for the trustee
The petition must be accompanied by the documents listed in Article 38: constitutional documents, the balance sheet at the latest reporting date, a list of creditors and debtors, and evidence of the debts themselves. This takes a couple of evenings.
The real work comes next. Once the interim manager is approved, the director has 15 days to hand over a list of assets and documents covering the three years before observation. When the case reaches bankruptcy proceedings, the law allows three days from the trustee’s approval for handing over records and valuables.
Three days. That is not enough time to extract the 1C accounting database from an outsourcer you fell out with six months ago.
Directors regularly come unstuck over documents. If accounting records are missing or distorted and this has significantly hindered the procedure, the presumption applies once again. The excuse “the previous director lost the paperwork” will not work: the new director is obliged to demand it or reconstruct it.
Marat spent two weeks gathering contracts and reconciliation statements, and carried out a warehouse stocktake while he was at it. Article 38 does not expressly require one, but a dated inventory is worth a great deal in a dispute of this kind.
What it costs, and what if there is no money
The good news: the debtor pays no state duty (sub-paragraph 8 of paragraph 1 of Article 333.21 of the Russian Tax Code). The main expenses lie elsewhere. The trustee is entitled to a fixed RUB 30,000 a month, and the total for the whole procedure depends on the court and the size of the case, usually running to hundreds of thousands of roubles. The threshold for opening a case against a company is currently RUB 2 million in aggregate claims.
Marat’s accounts are almost empty. So can he skip filing? No. Plenum Resolution No. 53 specifically states that the duty to apply to court does not depend on having funds for the procedure, and that where assets are insufficient the costs may be charged to the participants.
If the money never turns up, the case will be terminated, but that brings no relief. In its December 2025 version, the Plenum clarified that a creditor with a proven debt may in that situation seek subsidiary liability outside the bankruptcy case.
Marat’s petition went to the commercial court on 30 September. A dispute over the date may still arise. But he now has dated publications and a folder of documents, and his bank statements show not a single payment that jumped the queue.
The 2027 reform: can you wait it out?
In July 2026 Federal Law No. 253-FZ was adopted, and most of it takes effect on 27 July 2027. Debt restructuring will become available to companies, and a debtor’s petition will have to be accompanied by a detailed report on its financial condition.
Why not hold out until then? Because the duty under Article 9 applies today, and each month of waiting adds new debts to the sum the director will later be asked to pay personally.
Where to start when you are down to weeks
When the deadlines are already running, the conversation usually starts with the date: from which day the month is counted and which transactions from the last three years will raise questions for the trustee. Our service page describes how we handle the bankruptcy of a legal entity. The scope of work and the fee are agreed in writing before we begin.
Frequently asked questions
When must a director file for the company’s bankruptcy?+
As soon as possible, but no later than one month from the date the grounds set out in Article 9 of the Insolvency Law arose.
What does a director face if the deadline is missed?+
Subsidiary liability under Article 61.12 for obligations arising after the one-month period ended and before the case was opened. In addition, a fine of RUB 5,000 to 10,000 under Part 5 of Article 14.13 of the Code of Administrative Offences and, for a repeat breach, disqualification for six months to three years.
Can you avoid filing if there is no money for the procedure?+
No, the duty does not depend on having the money. Where assets are insufficient, the costs may be charged to the participants.
Need an assessment of your situation?+
Leave a request: a bankruptcy lawyer will review your debts and the last three years’ transactions and tell you from what date the deadlines run.