Through thorns to the stars: how we helped a participant to leave the company

In the summer of 2023, we dealt with an intriguing story. The client held a 10% share in a limited liability company. This company has been the subject of bankruptcy proceedings since 2017. The procedure was discontinued in 2022 due to a lack of funding. Throughout the procedure, they attempted to subject all members of the company to secondary liability, including our client. However, the application for subjecting to secondary liability was denied due to a lack of grounds. 

In June 2023, the client received a letter from the tax office imposing a fine for failing to monitor the accuracy of company information in the Unified State Register of Legal Entities. According to the client, he had no idea what was going on with the legal entity since the court refused to subject him to secondary liability. His share is only 10%, and he is not a director, so he has no influence over management decisions. 

The letter from the tax office regarding the fine triggered previous memories of the dangers of imposing secondary liability. As a result, the client became concerned and requested that we completely terminate his relationship with the company, as he no longer has control over it. 

Considering the client's lack of contact with other participants, the only way to get him out of the business was to submit a letter of resignation. However, not everything was as simple. 

The first issue was that the client did not have the original, and the tax office, which could provide a copy, was 2,000 kilometers away. The charter was critical for us because it allowed us to determine whether there was any way out. And here a dilemma arose. Should we spend 3–4 days on a train trip and incur financial costs? Or can we hope for high-quality work from the Russian Post? We decided to start with a simple option, and we sent an application via the Russian Post. 

We exhaled after receiving the original charter, knowing that everything was ready to exit from the company. 

However, as we waited for the charter, we discovered a second issue. We examined information about the company from the Unified State Register of Legal Entities. The society had three members: one accounted for 80% and the other two for 10%. There was an entry about the inaccuracy of the participant with 80 percent of shares. According to the client, this participant died several years ago and had no contact with his heirs. There was also a lack of reliability in information about the director of this company. 

Tax professionals interpret clauses 1 article 23 of the Federal Law "On State Registration of Legal Entities and Individual Entrepreneurs" broadly,   so any entry in the Unified State Register of Legal Entities regarding unreliability qualifies as a basis for registration refusal. Knowing this practice, we decided to try to persuade tax officials that the only barrier to registration is a record of unreliability, the address of which in our case was not available. We prepared a covering letter, included links to judicial practice, and attached it to the application for exit. 

We had a backup plan because we recognized the possibility of failure. If the tax office refused to remove our client from the list of participants, we would increase the number of unreliable records in relation to this company and send a statement about the unreliability of our client's record as a company member. Then no one could blame the client for having a relationship with the company. 

Fortunately, we did not need a backup plan. Either the cover letter or the qualifications of the tax officials assisted us in terminating the client-society relationship. The client will no longer have to fear the subsidiary for other people's actions while managing the company!