The dangers of formalizing a legal entity on a nominee.

There are two options when a citizen is burdened by his role as a director and/or founder of a legal entity. The first one does not depend on him in any way – the citizen accidentally learns that unknown people have registered a company on him. This happens, for example, when, using your passport and other personal data, employees of an accredited Certification Center (CC) or trusted banks make an application, issue a qualified electronic signature and send the documents to the Federal Tax Service. The founder does not need to appear in person at the inspectorate at all.

Soon or not very soon the victim learns about what happened. On his mailbox come notices of credit and tax debts, lawsuits from counterparties. If you did not sign any documents, then they with your signature are forged. In this case, you should write a statement to the Federal Tax Service about the unreliability of data. Subsequently, the legal entity will be forcibly liquidated. The main thing is that you will not bear any material responsibility.

The second option is much more common. The citizen himself agreed for a fee to become a founder or director of a new company or an existing one. The second is more risky, as there may be a story with a high debt load, a lot of arbitration cases as a defendant and other unpleasant moments. It is generally believed that, unlike sole proprietorships, the management of LLCs is liable only for the authorized capital. However, if the actions of non-payment of taxes and debts to counterparties were willful in nature, the nominee will bear subsidiary liability.

Someone will say that there is a procedure of bankruptcy of a physical person, which will help to get rid of dues. But in the Federal Law № 127 article 213.28 prescribes a list of obligations in which bankruptcy is not allowed. Including the commission of fraudulent actions, tax evasion and evasion of accounts payable, concealment of property, criminal prosecution. There it is also stated about subsidiary liability as a controlling debtor, which is not written off. According to Article 173.2 of the Criminal Code, a citizen can also be prosecuted for illegal use of documents for the formation of a legal entity.

It is not uncommon for individuals to be offered to form a legal entity, take out loans if possible, repay them for several months and then abruptly stop doing so. And then successfully go bankrupt with debt forgiveness. However, most banks require a personal guarantee for these obligations. And this means that you as a signatory of the documents will be responsible even after the liquidation of the company or its bankruptcy.

Sometimes the beneficiaries of legal entities with tax debts, shortly before the field inspection, try to avoid liability and re-register the business to a nominal person. However, the Federal Tax Service refuses to re-register and make changes to the Unified State Register of Legal Entities. After the pre-inspection analysis, payment of taxes with minimal burden and signs of withdrawal of assets from the company are revealed. Moreover, checks of candidates confirm their nominal status based on very low official income in the region. Any fictitious changes to the Unified State Register of Legal Entities entail subsidiary liability.

In recent years, law enforcement agencies are increasingly trying to bring to justice not only nominal directors, but also real beneficiaries, those who actually managed the company or sole proprietorship and did not pay taxes. For this purpose witness testimonies, interrogations, reclaiming documents and electronic media, analyzing the movement of money and goods chains are used. It is important to know this to the nominees who were “thrown” by their employers and themselves, confident in their impunity.

By the way, in 2023, 82% of companies ceased their activities as a result of forced liquidation by the Federal Tax Service. The grounds – just the use of nominee directors, illegal cashing out, fictitious business, mass address of registration. In addition, due to non-submission of reports and absence of transactions on accounts.

Source: https://antifinrazvedka.club/opasnost-oformleniya-yurlicza-na-nominala/