BLOCK No. 1
Procedural and Substantive Features of Case Consideration

1. Specific Features of Initiating Proceedings
1.1. Jurisdiction
— exclusive jurisdiction of economic courts (paragraph 25 of the Regulation);
— type of proceedings: action (claim) proceedings – due to the existence of a dispute over a right (paragraph 1, part 2, article 39 of the Commercial Procedural Code).

1.2. Venue
— subject-matter jurisdiction: regional economic courts (including the city of Minsk) (part 3, article 45 of the Commercial Procedural Code);
— territorial jurisdiction: general rules (articles 47–51 of the Commercial Procedural Code).

1.3. Legal Capacity of the Parties
— determined according to general rules (article 56 of the Commercial Procedural Code).

1.4. Identity of Claims
The identity of claims is determined according to general rules based on three elements: the parties, the subject matter of the claim, and the grounds of the claim.

At the same time, claims for recovery of monetary funds under different obligations (for example, recovery of principal debt under different contracts; recovery of principal debt and penalty/interest under the same contract) are not considered identical.

Consequences of establishing that an identical claim has been filed:
— at the stage of initiation of proceedings – refusal to initiate proceedings (paragraphs 4–6, part 1, article 241 of the Commercial Procedural Code);
— at the trial stage – termination of proceedings (paragraphs 3–5, article 130 of the Commercial Procedural Code).

1.5. Pre-trial Dispute Resolution
The necessity of complying with the pre-trial procedure depends on the composition of the parties:
— if the creditor is a legal entity or an individual entrepreneur, and the property owner (founder, participant) or liquidator is a legal entity or individual entrepreneur, pre-trial procedure is mandatory (paragraph 2, article 10 of the Civil Code);
— if the creditor is a private individual (not an entrepreneur), or the claim is brought against a property owner (founder, participant) or liquidator who is a private individual (not an entrepreneur), the pre-trial procedure is not mandatory (paragraph 2, article 10 of the Civil Code).

There are no special provisions on pre-trial dispute resolution for this category of cases. At the same time, when a prosecutor, state bodies, local authorities, or other bodies file a claim to protect state, public, or private interests, compliance with the pre-trial procedure is not required.

1.6. Joinder of Claims
This category of cases does not imply joint consideration of additional claims along with the main claim, except for claims arising from different obligations involving the same parties (for example, two different contracts concluded between the liquidated legal entity and the creditor).

1.7. Nature of the Claim
— always pecuniary, as it involves recovery of monetary funds;
— claim amount: determined based on the amount to be recovered (paragraph 1, part 1, article 141 of the Commercial Procedural Code).

1.8. State Duty
— type of rate: fixed (simple);
— amount: 25 base units, which as of 18 February 2026 equals BYN 1,125.00;
— no special exemptions are provided for (article 285 of the Tax Code).

2. Plaintiff’s Position
2.1. Subject Matter of the Claim
Judicial practice contains various formulations of the subject matter of claims in this category of cases, for example:
— bringing to subsidiary liability and recovery of funds to repay tax debt;
— recovery of funds by way of subsidiary liability to repay VAT arrears;
— recovery of funds under subsidiary liability;
— joint and several recovery of funds by way of subsidiary liability for the company’s obligations;
— recovery of funds by way of subsidiary liability for the obligations of a unitary enterprise.

Example wording in a statement of claim:
“To recover jointly and severally from Ivanov Ivan Ivanovich and Petrov Petr Petrovich in favor of Alpha Limited Liability Company monetary funds in the amount of BYN 10,000.00 by way of subsidiary liability for the obligations of Omega Limited Liability Company.”

2.2. Factual and Legal Grounds
2.2.1. Factual Grounds
The factual basis of the claim consists of the following legal facts:
— existence of an obligation between the substantive plaintiff and the legal entity at the time of its liquidation (active standing);
— non-performance (or partial performance) of the obligation at the time of liquidation;
— liquidation of the legal entity;
— non-application of bankruptcy procedures during liquidation;
— existence of insolvency at the time of liquidation;
— the defendant’s status at the time of liquidation (property owner, participant, founder, chairman of the liquidation commission, or liquidator) (passive standing);
— violation by the defendant(s) of the statutory liquidation procedure;
— causal link between such violation and the exclusion of the legal entity from the Unified State Register without application of bankruptcy procedures.

2.2.2. Legal Grounds
— paragraph 25 of the Regulation, granting creditors and other persons the right to bring such claims;
— provisions of civil legislation, the Tax Code, and other regulatory acts confirming the existence of a monetary obligation of the liquidated legal entity to the creditor.

3. Specific Features of Case Preparation and Trial
3.1. Proper Parties
Proper plaintiffs:
— creditor(s) of the liquidated legal entity;
— bodies of the State Control Committee;
— prosecution authorities;
— internal affairs bodies;
— state security bodies;
— tax authorities;
— other authorized bodies within their competence.

Proper defendants:
— property owner of the liquidated legal entity;
— participant;
— founder;
— chairman of the liquidation commission;
— liquidator.

Other persons must be recognized as improper parties, which entails refusal of the claim.

3.2. Participants in the Case
Possible participants include:
— plaintiff;
— defendant;
— third parties with independent claims;
— third parties without independent claims (for example, other joint debtors);
— prosecutor or state bodies acting in the interests of others where permitted by law.

Optional procedural joinder is possible:
— active joinder (several creditors);
— passive joinder (several persons who violated the liquidation procedure and bear joint and several liability).

Procedural succession is carried out according to general rules.

3.3. Subject of Proof
The subject of proof includes:
1. Existence of a valid obligation.
2. Non-performance of the obligation.
3. Amount of debt.
4. Fact of liquidation.
5. Non-application of bankruptcy procedure.
6. Existence of insolvency.
7. Defendant’s relevant status.
8. Violation of the liquidation procedure.
9. Causal link between the violation and liquidation without bankruptcy.

Each of these facts may be confirmed by documentary evidence, court decisions, register extracts, enforcement documents, explanations of parties, and other admissible evidence.

4. Defendant’s Position
4.1. Defensive Arguments
The defense may be aimed at refuting any element of the subject of proof, including:
— the contract is not concluded;
— the contract is invalid;
— the obligation was performed;
— the debt amount is incorrect;
— liquidation not completed;
— liquidation carried out under insolvency law;
— absence of insolvency;
— lack of proper status;
— no violation of liquidation procedure;
— absence of causal link.

Additional arguments:
— improper plaintiff;
— expiration of the three-year limitation period (calculated from the date of exclusion from the Register);
— failure to comply with mandatory pre-trial procedure.

4.2. Counterclaims
Possible counterclaims:
— claim for invalidation of the contract;
— claim to establish nullity of the contract;
— claim to recognize the contract as not concluded.

(From 19 November 2024, the principle of estoppel has been introduced into the Civil Code, which may complicate such defenses.)

5. Court Decision
— reasoning part: general rules apply;
— operative part: the court must specify the amount recovered, separately indicating principal debt, damages, penalties (fines), interest, and the recovery period.

BLOCK No. 2
Judicial Practice

Main Categories of Violations Entailing Subsidiary Liability under Paragraph 25 of the Regulation:
— failure of the property owner (participant) to adopt a decision on liquidation in cases where the obligation to adopt such a decision follows from legislation (for example, in the event of failure to carry out entrepreneurial activity for a certain period of time) (decision of the Economic Court of the Vitebsk Region dated 25 February 2021 in case No. 152EIP2127);
— failure to file an application with the economic court for economic insolvency (bankruptcy) where grounds for doing so existed (for example, the existence of outstanding debt of which the defendant knew or should have known) (decision of the Economic Court of the Vitebsk Region dated 11 March 2022 in case No. 152EIP22145).

Review of Judicial Practice in This Category of Cases
1. Violation of the Liquidation Procedure as a Factual Ground for the Claim
(Ruling of the Appellate Instance of the Economic Court of the Gomel Region dated 23 April 2020 in case No. 31-8/2020-83A)

Case Circumstances
L. and K. were participants of POOO “S.” Citizen L. withdrew from the membership of the company; however, settlements related to his participation were not made, resulting in a debt. Subsequently, a decision on liquidation was adopted.

The liquidators attempted to apply to the court with a petition for economic insolvency (bankruptcy), but the court refused due to the absence of grounds.

By decision of the regional executive committee, POOO “S.” was excluded from the Unified State Register.

Citizen L. filed a claim seeking recovery of monetary funds arising from his participation in the company.

Court Conclusions
Debt to participants is not taken into account when determining whether grounds exist for opening bankruptcy (insolvency) proceedings.

Bankruptcy legislation does not differentiate between founders (participants) who are such at the moment of acceptance of a bankruptcy petition and founders who have withdrawn from the membership of the company.

Failure to provide evidence of violation of the liquidation procedure and of a causal link between such violation and liquidation without the application of bankruptcy procedures constitutes grounds for dismissal of the claim.

Court Decisions
The claim was dismissed. The appellate instance agreed with the conclusions of the court of first instance.

2. Failure to Adopt a Decision on Liquidation as Grounds for Subsidiary Liability
(Ruling of the Judicial Panel for Economic Cases of the Supreme Court of the Republic of Belarus dated 8 April 2020 in case No. 102-8/2019/11A/308K)

Case Circumstances
K. was the owner, and L. was the director of Private Unitary Enterprise “A.”

By decision of the economic court, monetary funds were recovered from PUE “A.” During enforcement proceedings, the writ of execution was returned due to the absence of property.

Subsequently, the district administration adopted a decision on liquidation in connection with the failure to carry out entrepreneurial activity.

PUE “A.” was liquidated under a simplified procedure.

Court Conclusions
Paragraph 25 of the Regulation on Liquidation constitutes an independent ground for bringing persons to subsidiary liability, separate and independent from the Bankruptcy Law.

The head (director) of a liquidated legal entity does not fall within the category of persons bearing subsidiary liability under paragraph 25 of the Regulation on Liquidation.

The state duty for consideration of the claim shall be recovered from the defendant in the course of imposing subsidiary liability.

Court Decisions
The court of first instance dismissed the claim with reference to the Bankruptcy Law.
The appellate instance agreed with the first instance.
The Judicial Panel overturned the decisions of the lower courts and partially satisfied the claim.

These are the specific features of judicial consideration of cases on imposing subsidiary liability under paragraph 25 of the Regulation on Liquidation (Termination of Activities) of Business Entities.