Is the founder liable for the company’s debts?

The law of Russia establishes limited responsibility of founders for the company’s debts. The sense of limited responsibility consists in the fact that founders bear responsibility for the company’s debts only within the cost of the shares, held by them in the charter capital (acquired shares). This means that if the company gets debts or losses, nothing will threaten to the personal property of the founder.

Cases make an exception, when founders of the company did not fully pay their shares in the charter capital. In this event, in case of emergence of the company’s debt, founders shall bear joint responsibility for the obligations of the company, but only within the cost of the unpaid part of the share. Joint responsibility consists in the fact that the founders that did not fully pay their shares are liable for the company’s obligations jointly with each other. In relation to the company, responsibility of the founder that did not pay the share in full, shall be viewed as additional. Such responsibility shall occur in case of non-fulfillment of obligations by the company.

Besides, the rule of limited responsibility of the founder for the company’s debts shall not be extended to the cases, when bankruptcy of the legal entity occurs through the fault of founders. For example, when bankruptcy of the company occurs as a result of violations of the law by the Director. In the indicated situation the subsidiary responsibility can be imposed on the persons guilty of bankruptcy in case of insufficiency of the company’s property, that is they can pay with their own property.


©Consultation of the specialists of «RosCo»

Date of foundation
company «ROSCO»
Membership in professional organizations:
SRO NP «Audit Chamber of Russia»
(Certificate No 1809 dated 28.12.2009)
Chamber of Tax
(Certificate No 78)
NP «Partnership of RSE»
(Russian Society of Evaluators)
Membership in public association:
Moscow Chamber
of Commerce and Industry
(Certificate No 123-973 dated 21.12.2009)
Partnership of Turkish Entrepreneurs (RTIB)
(as per the results of 2009 -
is included in the register of reliable enterprises of Moscow
Certificates of conformity:
Certificate of conformity to the requirements of GOST R ISO 9001-2008 (ISO 9001:2008)
is insured