ATTRACTING A BONA FIDE PARTICIPANT TO A SUBSIDIARY FOR EXCLUSION FROM THE UNIFIED STATE REGISTER OF LEGAL ENTITIES IS UNACCEPTABLE

The plaintiff appealed to the court with a demand to bring the director and the participant of the company to subsidiary liability for the obligations of the liquidated company. In support of the claims, the plaintiff pointed to the fact that the company's unfulfilled obligations to the plaintiff arose from the service agreement. However, the plaintiff cannot obtain satisfaction of his claims from the company due to the exclusion of the company from the Unified State Register of Legal Entities.

The courts of three instances satisfied the claim, considering that there were signs of dishonesty and unreasonableness in the actions of the defendants, which led to the impossibility of satisfying the plaintiff's claims.

The Supreme Court of the Russian Federation (Definition of the SKGD No. 5-KG22-132-K2 on 03/21/2023) canceled judicial acts, focusing on the fact that in terms of attracting a single participant, the courts made premature conclusions, since they did not commit unfair actions. According to the court, the participant decided to liquidate the company by appointing the liquidator of the second defendant, who had already allowed the liquidation of the company in the absence of repayment of the plaintiff's claims.

Thus, the Supreme Court considers that the fact that the defendant was the only participant in the society does not in itself indicate that he committed illegal guilty actions.

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