On the Subsidiary Liability of a Minority Participant in LLC

Bankruptcy of the debtor was stopped due to lack of sufficient funds. A creditor filed a lawsuit demanding vicarious liability of the debtor’s former participants with 40% and 60% shares in the chartered capital, the second one of which was also the debtor’s manager.

The claims were satisfied in two instances.

– Acknowledging the KDL of a defendant who was not the debtor’s director and who owned only a 40% interest in its authorized capital, the courts had not ruled that he was in a position to determine the debtor’s actions. The right of a participant in an LLC, regardless of the size of his share, to participate in general meetings, to receive information about the company’s activities does not in itself mean that the participant had the opportunity to influence the company’s decisions in the ordinary course of business;

– In addition, the applicable version of the Bankruptcy Law (the creditor on 22.07.2016 transferred payment under the equipment supply contract to the debtor, but the equipment has not been delivered. Reasonable time for fulfillment of the seller’s obligation expired in any case in 2016, after which the obligation to return the purchase price arose) does not impose on the debtor’s participant the obligation to apply to court to declare the debtor bankrupt.

To cancel the judicial acts in part, to deny the relevant part of the claims.

Decision of the Arbitration Court of the Northwestern District of 18.05.22 in case № A56-56125/2020.