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.

Scope of Retainer-Based Legal Services May Include:
— Oral consultations on matters relating to the company’s current operations;
— Preparation of written legal opinions on complex legal matters;
— Participation in corporate decision-making and support of corporate procedures;
— Drafting of various civil law contracts;
— Drafting of other documents required for the company’s activities;
— Review and approval of documents prepared by other departments;
— Legal review of civil law contracts;
— Counterparty due diligence;
— Legal audit of business activities (Legal Due Diligence);
— Recovery of receivables (debt collection);
— сопровождение исполнительных производств → Enforcement proceedings support;
— Handling of pre-trial claim procedures (claims management);
— Handling of litigation matters;
— Representation before courts, arbitration tribunals, and other state authorities;
— Protection of the company’s intellectual property;
— Monitoring and informing on legislative changes relevant to the company’s activities;
— Handling matters requiring the lawyer’s personal presence at the client’s office;
— Other areas of legal support for business operations.

Fee Structure Options:
— Fixed monthly retainer fee;
— Fee based on the number of requests, duration of services, etc.;
— Agreed hourly rate for legal assistance provided by an advocate;
— Daily rate for the advocate’s participation;
— Success fee (additional remuneration for a positive result).

Key Areas of Legal Assistance:
— Obtaining and renewal of licenses and other permits;
— Challenging decisions, actions (or omissions) of state authorities and officials;
— Protection of clients’ interests during inspections conducted by supervisory and regulatory authorities;
— Representation in matters related to administrative procedures;
— Protection of the rights and interests of individuals and legal entities in relation to petitions, applications, and official requests;
— Defense and representation in administrative offense cases.

Types of Legal Assistance Provided:
— Oral consultations regarding interaction with public authorities;
— Drafting of complaints, applications, petitions, responses to petitions and official requests;
— Representation before courts, state authorities, and other institutions;
— Development of a legal position in administrative offense proceedings;
— Participation in administrative proceedings as a representative (defense counsel);
— Legal assessment of documents and business activities for compliance with applicable legislation.

Stages of Legal Assistance:
1. Collection of initial information and documents; clarification of the client’s objectives.
2. In-depth analysis of the situation and detailed review of documentation.
3. Oral consultation, explanation of legal prospects, and development of a legal strategy.
4. Determination of the scope of legal services required to protect the client’s interests.
5. Ongoing protection of the client’s interests, taking into account the specifics of the matter.
6. Where necessary — challenging decisions of state authorities.

Types of Legal Assistance Provided:
— Oral legal consultations;
— Development of a legal position in arbitration proceedings;
— Preparation of legal opinions on Belarusian law as applicable foreign law;
— Drafting of statements of claim, statements of defense, and other procedural documents;
— Representation of clients before arbitration institutions and arbitral tribunals;
— Other forms of legal assistance.

Stages of Legal Assistance:
1. Collection of initial information and documents; clarification of the client’s objectives.
2. In-depth analysis of the situation and detailed review of documentation.
3. Oral consultation, assessment of prospects, and development of a legal strategy.
4. Determination of the scope of legal services required to protect the client’s interests.
5. Ongoing representation and protection of the client’s interests, taking into account the specifics of the dispute.

2. Disputes Concerning Movable and Immovable Property:
— Recognition of ownership by virtue of acquisitive prescription;
— Recognition of ownership of unauthorized construction;
— Recognition of ownership on other legal grounds;
— Division of jointly owned marital property;
— Division of property held in shared ownership;
— Division of property in kind;
— Allocation of a share in property;
— Recovery of property from unlawful possession;
— Release of property from seizure (exclusion from inventory);
— Removal of obstacles to possession and use of property;
— Other property rights disputes.

3. Consumer Protection Disputes:
— Termination of contracts due to defects in goods, works, or services;
— Unilateral refusal of a contract due to defects;
— Termination due to violation of deadlines for performance of works or services;
— Recovery of amounts paid for goods, works, or services;
— Compelling the seller (contractor) to remedy defects free of charge;
— Protection of businesses against abusive consumer claims;
— Compensation for damage caused by defective works or services;
— Recovery of penalties for violation of deadlines for satisfying consumer claims;
— Recovery of penalties for delay in performance of works or services;
— Compensation for moral damage caused by violation of consumer rights;
— Other consumer protection disputes.

4. Housing Disputes:
— Eviction without provision of alternative housing;
— Eviction with provision of alternative housing;
— Recognition of loss of the right to possess and use residential premises;
— Recognition of failure to acquire the right to possess and use residential premises;
— Reinstatement into residential premises;
— Compensation for damage caused by flooding or other property damage;
— Recognition of ownership of residential premises;
— Removal of obstacles to ownership;
— Removal of obstacles to use of residential premises;
— Termination of residential lease agreements;
— Declaration of residential lease agreements as invalid;
— Establishment of the nullity of residential lease agreements;
— Recognition of residential lease agreements as not concluded;
— Division of residential premises;
— Allocation of a share in residential premises;
— Determination of the procedure for use of residential premises;
— Other housing disputes.

5. Inheritance Disputes:
— Restoration of the missed deadline for acceptance of inheritance;
— Recognition of ownership by way of inheritance;
— Division of inherited property;
— Recognition of an heir as having accepted inheritance;
— Declaration of certificates of inheritance as invalid;
— Declaration of a will as invalid;
— Recognition of an heir as not having accepted inheritance;
— Removal of an unworthy heir from succession;
— Other inheritance disputes.

6. Non-Contractual (Tort and Related) Disputes:
— Declaration of resolutions of meetings as invalid;
— Declaration of unilateral transactions as invalid;
— Establishment of the nullity of unilateral transactions;
— Application of consequences of invalid unilateral transactions;
— Compensation for harm caused to life or health;
— Compensation for property damage;
— Compensation for damage caused by an employee of a legal entity;
— Compensation for damage caused by a source of increased danger;
— Compensation for damage caused by the death of a breadwinner;
— Compensation for property, physical, and moral harm on other grounds;
— Recovery of unjust enrichment;
— Refutation of defamatory statements damaging the honor, dignity, and reputation of an individual;
— Refutation of defamatory statements damaging the business reputation of a legal entity;
— Other non-contractual disputes.

7. Other Categories of Civil Cases:
— Establishment of family relationships;
— Establishment of the fact of acceptance of inheritance;
— Establishment of de facto marital relations;
— Establishment of falsity of defamatory statements;
— Establishment of acquisitive prescription;
— Establishment of ownership of immovable property;
— Establishment of other legally significant facts;
— Recognition of a person as missing;
— Declaration of a person as deceased;
— Recognition of limited legal capacity;
— Recognition of incapacity;
— Restoration of legal capacity;
— Recognition of full legal capacity;
— Restriction on visiting gambling establishments;
— Emancipation of a minor;
— Restoration of rights under bearer instruments;
— Challenging decisions, actions (or omissions) of state authorities;
— Other civil matters.

Effective legal assistance in civil cases is further supported by my academic experience teaching the course “Civil Law” at the Educational Institution “Law College of Belarusian State University.”

Types of Legal Assistance:
— Oral consultations on civil law matters;
— Development of legal strategy in civil disputes;
— Preparation of written legal opinions on civil law issues;
— Drafting of statements of claim, applications, complaints, and other legal documents;
— Representation before courts and other state authorities;
— Legal assessment of documents and activities;
— Other forms of legal assistance.

Stages of Legal Assistance:
1. Collection of initial information and documents; clarification of the client’s objectives.
2. In-depth analysis of the situation and documentation.
3. Oral consultation (assessment of prospects and development of legal strategy).
4. Determination of the scope of legal services required.
5. Ongoing protection of the client’s interests.
6. Where necessary — appeal against court decisions or decisions of state authorities.

Legal Assistance in Respect of the Following Agreements:
— Sale and purchase agreements (including agreements governed by the general provisions of the Civil Code, retail sale, supply of goods, supply for state needs, energy supply, contracting of agricultural products, sale of real estate, sale of an enterprise as a property complex);
— Exchange (barter) agreements;
— Gift agreements (including charitable donations);
— Agreements for the provision of gratuitous (sponsorship) assistance;
— Agreements for the provision of foreign gratuitous assistance;
— Annuity agreements (including perpetual and life annuities);
— Life maintenance with dependency agreements;
— Lease agreements (including leases under the general provisions of the Civil Code, rental agreements, lease of vehicles with or without crew, lease of capital structures (buildings, constructions), isolated premises or parking spaces, lease of other immovable property, lease of an enterprise as a property complex, financial lease (leasing));
— Residential tenancy agreements;
— Works (contractor) agreements (including general construction contracts, consumer works contracts, contracts for design and survey works);
— Research and development agreements;
— Paid services agreements (including audit, medical, social, educational, tourism, accounting, legal, and other services);
— Passenger and cargo carriage agreements (with or without baggage), including by road, air, rail, and other modes of transport;
— Loan agreements (including oral loans evidenced by a receipt);
— Credit agreements;
— Factoring agreements (financing against assignment of monetary claims);
— Bank deposit agreements;
— Current (settlement) bank account and escrow account agreements;
— Storage agreements (including general storage, warehouse storage, storage of valuables in a bank or non-bank credit and financial institution, safe deposit box agreements, storage by transport organizations, cloakroom storage, hotel storage, sequestration of disputed property);
— Insurance agreements (including compulsory and voluntary insurance of life, health, property, and liability);
— Agency agreements (mandate);
— Commission agreements;
— Trust management of property agreements;
— License agreements (including open licenses);
— Agreements on assignment of exclusive intellectual property rights;
— Franchise agreements (complex business license agreements);
— Simple partnership agreements;
— Shareholders’ agreements and agreements on the exercise of participants’ rights in LLCs and ALCs;
— Agreements on contributions of participants not resulting in an increase of the charter capital;
— Shared construction participation agreements;
— Mixed agreements (agency, dealership, etc.);
— Unnamed (innominate) contracts;
— Agreements structured as public contracts, preliminary contracts, third-party beneficiary contracts, option contracts, contracts of adhesion;
— Other types of contractual obligations.

Areas of Legal Assistance:
— Drafting of civil law contracts;
— Legal review of contracts for compliance with legislation and the client’s interests, identification of hidden risks and unjustified provisions;
— Legal audit of contractual practice of a business entity (Legal Due Diligence);
— Counterparty due diligence (including within Legal Due Diligence);
— Termination of contracts and unilateral withdrawal from performance;
— Representation before courts and other state authorities in contractual matters;
— Participation as legal counsel in negotiations with counterparties;
— Other forms of legal assistance in the field of contract law.

Types of Legal Assistance:
— Oral legal consultations on contractual matters;
— Preparation of written legal opinions on civil law contracts;
— Drafting of statements of claim, applications, complaints, and other procedural documents;
— Drafting of civil law contracts and other legal documents;
— Representation of clients before courts and other state authorities;
— Legal assessment of documents and contractual practice within an organization;
— Other forms of legal assistance.

The effectiveness of legal assistance in contract law is further supported by my academic experience teaching the course “Civil Law” at the Educational Institution “Law College of Belarusian State University.”

I am currently preparing a PhD dissertation in Law (specialization 12.00.03 — Civil Law, Business Law, Family Law, Private International Law).
My academic research focuses on agreements for the provision of gratuitous (sponsorship) aid.

Stages of Legal Assistance:
1. Collection of initial information and documents; clarification of the client’s objectives.
2. In-depth analysis of the situation and detailed review of documentation.
3. Due diligence review of the debtor.
4. Oral consultation (assessment of recovery prospects and development of a strategy).
5. Determination of the scope of legal services required to protect the client’s interests.
6. Ongoing protection of the client’s interests, taking into account the specifics of the case.
7. Where necessary — challenging decisions or actions of the bailiff (enforcement officer).

Areas of Legal Assistance:
— Assistance in selecting the appropriate legal form for conducting business;
— Support in establishing a business in the Republic of Belarus;
— Preparation of corporate documents (charters, shareholders’ agreements, minutes, etc.);
— Drafting of corporate agreements and other corporate arrangements;
— Legal support in corporate reorganizations (merger, consolidation, transformation, spin-off, and division);
— Support in the acquisition (sale) or other transfer of a Belarusian business;
— Judicial resolution of corporate disputes between shareholders and top management;
— Legal audit of corporate documents and corporate activities.

Types of Legal Assistance:
— Oral legal consultations on corporate law matters;
— Preparation of written legal opinions;
— Drafting of statements of claim, applications, and other procedural documents;
— Drafting of civil law contracts and other legal documents;
— Representation before courts and other state authorities;
— Legal assessment of documents and contractual practice within the organization;
— Ongoing legal support of the company’s activities;
— Legal assistance in attracting investments in the Republic of Belarus;
— Other forms of legal assistance.

Stages of Legal Assistance:
1. Collection of initial information and documents; clarification of the client’s objectives.
2. In-depth analysis of the situation and detailed review of documentation.
3. Oral legal consultation on corporate law matters.
4. Determination of the scope of legal services required to protect the client’s interests.
5. Ongoing protection of the client’s interests, taking into account the specifics of the matter.

Target clients: businesses and individual entrepreneurs.

Categories of Commercial Disputes:
— Contract disputes (arising from conclusion, amendment, non-performance or improper performance, and termination of civil law contracts);
— Construction and construction-related disputes;
— Disputes arising from international carriage of goods;
— Claims for compensation of property damage;
— Claims for recovery of unjust enrichment;
— Disputes concerning protection of a company’s business reputation;
— Unfair competition disputes;
— Bankruptcy and insolvency-related disputes;
— Corporate disputes;
— Disputes with state authorities;
— Disputes involving foreign parties or otherwise complicated by a foreign element;
— Other categories of commercial disputes.

Types of Legal Assistance:
— Oral legal consultations (including development of legal strategy);
— Written legal opinions on commercial dispute matters;
— Drafting of statements of claim, applications, complaints, and other procedural documents;
— Representation before the commercial courts of the Republic of Belarus, arbitrazh courts of the Russian Federation, international commercial arbitration tribunals, and other authorities;
— Other forms of legal assistance.

Stages of Legal Assistance:
1. Collection of initial information and documents; clarification of the client’s objectives.
2. In-depth analysis of the situation and detailed review of documentation.
3. Oral consultation (assessment of prospects and development of legal strategy).
4. Determination of the scope of legal services required to protect the client’s interests.
5. Ongoing protection of the client’s interests, taking into account the specifics of the matter.
6. Where necessary — appeal against court decisions or decisions of state authorities.