Corporate Disputes: Participants, Directors, Control
A conflict between LLC participants can stop a Moscow company within weeks. Two people claim to be general director, the bank freezes payments, and counterparties do not know whose signature is valid. Advocate Elena Petrova handles these disputes in the arbitrazh courts and in structured negotiations, acting for participants, shareholders and directors.
The first task is always the same: find out who controls the company on paper today and what the register will show tomorrow.
Why the corporate file decides the outcome
Russian corporate law is formal. The court looks at EGRUL entries, notarized forms, meeting minutes and the charter. A strong commercial argument rarely outweighs a correctly registered decision.
That is why work starts with an audit of the corporate file. We check the charter version, the share register, past minutes, powers of attorney and any corporate agreement under the Civil Code. Gaps found here often become the main line of attack or defense.
Exit and expulsion of LLC participants
A participant may leave the company if the charter allows it, under Article 26 of the LLC Law. The company must then pay the actual value of the share. Disputes usually turn on that value: the balance sheet date, asset revaluation and the choice of court-appointed valuer.
Expulsion is a separate remedy. It requires proof that the participant grossly breached duties or made the company's work impossible. Courts treat it as an exceptional measure, so evidence has to be collected before the claim is filed.
Challenging meeting and board decisions
Decisions of general meetings can be void or voidable under the Civil Code. Typical grounds are lack of quorum, no proper notice, or a vote outside the meeting's competence. Limitation periods are counted in months, so delay costs rights.
An interim measure banning registration changes in EGRUL is often filed together with the claim. It keeps the status quo while the court reviews the decision.
Liability of directors and controlling persons
A director who acted in bad faith or unreasonably must compensate losses under Article 53.1 of the Civil Code. We bring such claims for companies and participants and defend directors against them.
In insolvency the risk grows. Controlling persons may face subsidiary liability for the company's debts under the Insolvency Law. Defense relies on showing ordinary business decisions and a documented reason for each disputed transaction.
Ways out of a deadlock
When two equal participants block every decision, the options are limited. Each one has a different cost and timeline.
| Option | When it fits | Main risk |
|---|---|---|
| Buy-out of one participant | Parties agree on a price range | Valuation dispute |
| Corporate agreement | Business must keep running | Enforcement depends on wording |
| Exit under the charter | Charter permits exit | Payout strains company cash |
| Expulsion claim | One side obstructs the business | High burden of proof |
Notes for foreign owners
Documents signed abroad need an apostille and a notarized translation before a Russian registrar accepts them. A foreign parent company's resolutions must match the Russian charter, or the registrar will refuse the filing.
We act as the Russian-speaking link with notaries, the tax registry and the court, and report to owners in English.
How to start
Send the ownership structure, the charter and a short description of the conflict. You receive two or three resolution scenarios with timelines and fixed fees for each stage.
The main channel of communication with the advocate is email: lawyer@lawyer-moscow.com.