+7 495 127-27-11

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Deloer
We provide complex legal support for the most significant and high-profile projects, relying on many years of experience and high standards of legal assistance
About us

For more than 20 years, we have specialized in comprehensive legal support for private clients and businesses in various fields of economic activity and life situations.

Our advocates and lawyers represent the interests of Russian and foreign companies, including government agencies, as well as individuals in courts and public authorities at all levels. We also provide pro bono legal assistance.

Why choose us
DELOER — это
Experience and professionalism
Many years of successful experience in providing legal assistance, extensive legal expertise
Comprehensive support
Provision of legal services in various areas, immersion in the specifics of clients activities, full participation in project implementation at all stages
Efficiency
Individual approach to forming the cost of services that corresponds not only to the complexity and timing of the project, but also to the effectiveness of the proposed solutions
Confidentiality
Strict observance of attorney-client privilege in the most high-profile cases, conscious refusal to disclose clients and project details for the sake of participating in ratings
Loyalty
Full compliance with the interests of the client, respect for their position and willingness to defend their rights by any lawful means
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Our advocates provide effective defense in criminal cases, representing the interests of clients at all stages of the criminal process.

We provide comprehensive legal support for the activities of Russian and foreign companies in various areas:

  • dispute resolution and enforcement proceedings
  • restructuring and bankruptcy
  • corporate law, M&A
  • real estate and construction
  • intellectual property

We provide qualified legal assistance to individuals in various life situations:

  • asset structuring, investment protection
  • intellectual property
  • consumer rights protection
  • family law
  • inheritance law

Our advocates and lawyers represent the interests of clients in administrative and judicial proceedings involving state authorities and local governments on various legal issues, primarily in the field of tax, customs and currency legislation.

The most important
Publications
  • Digital Assets in Bankruptcy: Challenges of Identification and Inclusion in Bankruptcy Estate
    In recent years, the treatment of digital assets in bankruptcy proceedings has gained significant legal and practical attention. With their high liquidity and decentralized nature, digital assets—such as cryptocurrencies—are increasingly recognized by courts as part of the debtor’s property that can be included in the bankruptcy estate and subject to realization.
    30.07.2025
  • Legal Tools to Combat Abuses in Structuring Corporate Financing
    In corporate practice, it's not uncommon for intra-company financing to be structured as a loan. While seemingly straightforward, this arrangement can become problematic in the event of a corporate conflict. A business partner may attempt to recover funds or gain control over the company by enforcing the "loan" agreement – treating what was in fact a capital contribution as debt.
    30.07.2025
  • Leaving the statement of claim without action: how to avoid unreasonable delay in the process?
    In civil proceedings, the court may leave the claim without progress if it does not meet the requirements for the form, content or attached documents (Part 1 of Article 136 of the Civil Procedure Code of the Russian Federation) i.e. suspend the start of the proceeding in order to give the claimant specific period of time to eliminate the violations. If claimant is unable to do so within prescribed period, claim is returned by the court and the proceeding is not opened.
    30.01.2026
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Contacts
Phone number
+7 495 127-27-11
Email
mka@deloer.ru
Address
1/2 Solyanka Street, Building 1, Moscow 109028, Russia

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Digital Assets in Bankruptcy: Challenges of Identification and Inclusion in Bankruptcy Estate
30.07.2025

In recent years, treatment of digital assets in bankruptcy proceedings has gained significant legal and practical attention. With their high liquidity and decentralized nature, digital assets—such as cryptocurrencies—are increasingly recognized by courts as part of debtor's property that can be included in bankruptcy estate and subject to realization.

Traditionally, courts were hesitant to view digital assets as recoverable property. However, jurisprudence is evolving. For example, in 2018, a trial court declined to include cryptocurrency in bankruptcy estate. Yet, appellate court reversed this position and required debtor to hand over wallet credentials to insolvency practitioner (see Ruling of Ninth Commercial Court of Appeal dated May 15, 2018, case No. А40-124668/2017).

Despite growing recognition, integrating digital assets into bankruptcy procedures remains complex due to several factors:

  • Lack of transparency: Digital assets are not registered in public registries; ownership and asset composition are anonymized.
  • Foreign jurisdiction issues: These assets are often administered by platforms based in foreign, sometimes unfriendly, jurisdictions.
  • Access limitations: Only parties with specific credentials or cryptographic "keys" can access assets. Without key, even legal owner or court-appointed trustee may be powerless.

Today, primary method for identifying digital assets is through formal inquiries—directed at debtor and relevant third-party platforms. Courts increasingly view such inquiries as a necessary measure for insolvency administrators. Failure to take steps to locate digital assets may lead to liability for inaction (see Ruling of Ninth Commercial Court of Appeal dated January 28, 2025, case No. А40-161690/2020).

Given that many requests go unanswered, a more robust approach is often required:

  • Conduct a forensic review of debtor's financial activity, including transaction histories that may point to crypto-asset operations.
  • Send inquiries to both Russian and international financial institutions, as well as tax authorities—since some debtors declare digital assets in their tax filings.
  • Pursue court orders to compel disclosure when voluntary cooperation is not forthcoming—especially effective within Russian jurisdiction.

Once digital assets are identified, both legal pleadings and judicial orders must clearly specify mechanism for asset transfer to ensure security, traceability, and authenticity.

For example, recommended procedure for transferring cryptocurrency assets may include following steps (see Ruling of Commercial Court of Moscow District dated February 15, 2024, case No. А40-262282/2021):

  • The debtor, in the presence of a notary, provides insolvency practitioner with access credentials to a bitcoin wallet, including wallet's URL, unique ID, and password, in a machine-readable ".doc" or ".docx" file on a digital storage device.
  • The debtor must personally assist trustee and notary during access, to allow proper transfer and certification of asset.
  • The insolvency practitioner assumes control of the wallet, and following the asset's realization, access credentials are securely transferred to buyer.
Legal Tools to Combat Abuses in Structuring Corporate Financing
30.07.2025

In corporate practice, it's not uncommon for intra-company financing to be structured as a loan. While seemingly straightforward, this arrangement can become problematic in the event of a corporate conflict. A business partner may attempt to recover funds or gain control over the company by enforcing the "loan" agreement – treating what was in fact a capital contribution as debt.

In bankruptcy proceedings, Russian courts have developed mechanisms to deal with this behavior. Most notably, subordination of claims from affiliated parties and broader restrictions on creditor rights for controlling persons serve to protect the integrity of bankruptcy estate.

These principles were formalized in Review of Judicial Practice on Claims by Controlling and Affiliated Parties in Bankruptcy, approved by Presidium of Russian Supreme Court on January 29, 2020. Under these rules, a shareholder's disguised loan may be subordinated or disregarded to prevent manipulation of creditor status.

But when bankruptcy proceedings have not been initiated, these special rules don't apply. In such cases, it becomes crucial to use general civil-law mechanisms – particularly challenging the validity of the loan agreement.

One effective strategy is to prove that the loan agreement is a sham transaction (a transaction that conceals a different legal relationship). Under Article 170(2) of the Civil Code of the Russian Federation, a sham transaction is void, and the court must apply rules relevant to the parties' actual intent.

If the true intent was to finance the company's operations or increase its capital, then the transaction should be treated as a capital contribution, not a debt. As per Article 66(1) of the Civil Code of the Russian Federation, such contributions form part of the company's assets and are not subject to repayment, except in specific cases (e.g., profit distribution, liquidation, or buyout of a shareholder's interest).

In a notable ruling, Moscow District Commercial Court refused to enforce a loan repayment. The court found the loan to be a sham – its true purpose was to create artificial debt to gain access to the company's assets (Ruling dated December 25, 2023, Case No. А40-78706/2022; see also similar Ruling from April 10, 2023, Case No. А40-1094/2022).

To succeed in court, it's necessary to demonstrate that the parties' conduct aligns more closely with equity financing than with a true loan arrangement.

Courts may look at the following indicators:

  • No formal loan agreement was executed; only a reference in the payment purpose field.
  • The agreement lacks clear terms regarding the loan amount, disbursement schedule, or repayment deadlines.
  • The loan purpose is vaguely defined (e.g., "financial support").
  • Interest is absent or set at a nominal rate; no collateral or penalties for non-payment are stipulated (though sometimes parties include these to simulate real debt).
  • The actual payments and amounts do not match the loan documentation.
  • The lender took no action to collect overdue amounts for a prolonged period or issued additional "loans" despite non-payment.

Challenging the loan's validity can help the company:

  • Prevent recovery under sham loan;
  • Pursue damages against the shareholder who acted in bad faith;
  • Seek exclusion of the abusive party from the company (for LLCs).
Leaving the statement of claim without action: how to avoid unreasonable delay in the process?
30.01.2026

In civil proceedings, the court may leave the claim without progress if it does not meet the requirements for the form, content or attached documents (Part 1 of Article 136 of the Civil Procedure Code of the Russian Federation) i.e. suspend the start of the proceeding in order to give the claimant specific period of time to eliminate the violations. If claimant is unable to do so within prescribed period, claim is returned by the court and the proceeding is not opened.

This measure is intended for formal shortcomings such as filing a suit without evidence of payment of governmental fee, but in practice it often leads to deprivation of the right to justice, when the courts require evidence of the plaintiff's position already at the stage of initiating the case.

Such judicial mistakes cause unreasonable delays in the process. For example, the courts leave the claim without progress, motivating this by the lack of evidence, which should be requested only at the stage of preparing the case for trial (which takes place after start of the proceeding) (Article 148 of the Civil Procedure Code of the Russian Federation). According to statistics, about 20% of the appealed rulings on leaving without action are made on such grounds.

Examples of the unlawful application of this measure are described in the comments to the Civil Procedure Code of the Russian Federation and the judicial practice: leaving a claim without progress is permissible only to correct formal violations, and not to assess the merits of the dispute or to demand evidence in advance.

  • «The absence of evidence confirming the circumstances indicated by the plaintiff cannot serve as a basis for leaving the statement of claim without progress, since the issue of collecting evidence is subject to resolution at the stage of preparing the case for trial, with the clarification of whether the plaintiff has the opportunity to present the above evidence and the resolution of motions for the discovery of evidence that the plaintiff cannot obtain independently without the assistance of the court, in accordance with Part 1 of Article 57 of the Civil Procedure Code of the Russian Federation» (Decision of the Fourth General Jurisdiction Court of Cassation dated 04.09.2025 in case No 88–20886/2025, Decision of the Seventh General Jurisdiction Court of Cassation dated 17.10.2024 in case No 88–19850/2024)
  • «Thus, the statement of claim filed with the court contains the circumstances on which the applicant bases his claims, the evidence confirming, in his opinion, these circumstances are indicated. The mere fact that copies of all necessary documents are not attached to the statement of claim in this case cannot serve as a basis for the court to leave the statement of claim without movement and return it to the applicant» (Decision of the Third Court of Cassation of General Jurisdiction dated 13.02.2025 in case No 88–3127/2025).

Thus, the claimant is not obliged to present all the evidence and disclose the legal position at the stage of filing a claim. But we recommend that in order to avoid unreasonable delay of the process, all evidence should be attached to the statement of claim, the collection of which does not require a request from third parties.

Beneficiary of the company:
how to identify the shadow owner of the business?
28.02.2026

It's no secret that in addition to the management and participants (shareholders), in many companies there is a so-called "business owner", or beneficiary (ultimate beneficiary).

In tax law, in the field of combating money laundering, the beneficiary is a role in the corporate structure, it is actually identified with the company itself.

In bankruptcy cases in Russia, the word "beneficiary" is used as one of the synonyms of the person controlling the debtor. As a result, the beneficiaries bear secondary liability on an equal basis with the management and shareholders of the debtor, with the only difference that the beneficiaries often have assets that can be foreclosed.

Fearing the negative consequences of their status, beneficiaries are interested in hiding their connection with the company and take measures to remain in the shadows - they hide behind other companies, powers of attorney, chains of transactions, foreign jurisdictions.

Who is the beneficiary and how to establish them?

According to the legal definition, a beneficial owner is an individual who directly or through third parties owns a company (more than 25% in the share capital) or has the ability to control its actions on other grounds.

Let's consider the example of InvestCapital LLC.

Ivanov is a beneficiary of InvestCapital LLC (the Company) if:

  1. Ivanov owns 25% in the Company.
  2. Ivanov owns 15% in the Company and 100% in Beta LLC - in total, he owns 33% in the authorized capital of the Company.
  3. Ivanov owns less than 25% of the Company, but under a corporate agreement or power of attorney, he has the right to dispose of the votes of other members of the Company.
  4. Ivanov has no share in the Company, but is a charge holder of shares in the Company with the right to make a profit, vote on loan agreements with Beta LLC and Gamma LLC (in the amount of 30%).
  5. Ivanov has no share in the Company, but controls it due to property dependence or personal connections (he finances the Company, has family ties with the Company's members).
  6. Ivanov has no share in the Company, but he determines the areas of activity and/or controls current activities (coordinates transactions, gives instructions to employees).

Indications of beneficiaries are given in the explanations of Russian state authorities, foreign, supranational bodies ¹. These indications are also described in judicial practice.

For example, the Commercial Court of the Moscow Circuit in one of its cases stated that "the ultimate beneficiary may be a former member of the board of directors who does not legally perform his duties to the company, but actually retains the right to manage business activities and determine the strategic development of the company" ²

The Supreme Court of the Russian Federation highlighted the signs of beneficiary's control over the debtor ³:

  1. Actions are synchronous without objective economic reasons;
  2. The debtor's actions are contrary to its economic interests and lead to a significant increase in the beneficiary's property;
  3. The actions could not have taken place under any circumstances other than when there was control on the part of the beneficiary.

Thus, in order to identify the beneficiary, it is necessary not only to study the corporate documentation, but also to identify all the persons associated with it, assess the economic feasibility of the company's actions, the use of assets, the choice of counterparties and behaviour in the process of concluding and executing contracts.

¹ Information Letter of Rosfinmonitoring dated 04.12.2018 No 57, Letter of the Federal Tax Service dated 16.08.2017 No SA-4-18/16148@, Recommendations of the International Financial Action Task Force on Money Laundering (FATF GAFI) dated 2014 No 24 and No 25, para. 12, 13 of EU Directive No 2015/849/EU. ² Resolution of the Commercial Court of the Moscow Circuit dated 26.12.2016 case No А4056167/2016. ³ Ruling of the Supreme Court of the Russian Federation dated 15.02.2018 No 302-ES14-1472.

Real estate transactions involving foreign persons from "unfriendly" states: rules and exceptions
31.03.2026

In the context of geopolitical tensions, transactions involving foreign persons and entities have become one of the most regulated areas in Russia. Violation of the rules can lead to the invalidation of the transaction, refusal to register ownership, etc. Knowledge of the established restrictions helps to find optimal solutions for structuring assets.

At the moment, restrictions on real estate transactions apply to persons from the so-called "unfriendly" states. The list of "unfriendly" states was established by the Decree of the Government of the Russian Federation dated 05.03.2022 No 430-r. Among them are the United States, the countries of the European Union, Great Britain, Japan, etc. - more than 50 states in total.

Subjects of restrictions

For convenience, persons from "unfriendly” states will be referred to as persons from NS, and Russian persons as residents of RF.

Persons from NS are:

  1. Persons associated with "unfriendly" states (including those who have citizenship, the place of their registration, primary conduct of business or derivation of income is these states);
  2. Persons under the control of the persons from paragraph 1 (regardless of the place of registration or primary conduct of business).

Nevertheless, the following persons are not recognised as the persons from NS (and are not subject to restrictions):

  1. Persons from NS who are under the control of residents of RF, or whose ultimate beneficiaries are residents of RF, including not directly, but through other persons from NS (the so-called "layer"); provided that the fact of control is disclosed to the tax authorities (within the established time limits and in accordance with the procedure);
  2. Persons from NS who, no later than 01.03.2022, are under the control of persons for whom the personal law is the law of a foreign state that is not “unfriendly”;
  3. Persons from NS who, no later than 01.03.2022, are under the control of a foreign state that is not “unfriendly”.

The essence of the restrictions

As a general rule, in order to conclude and execute real estate transactions in which a person from the NS is a party, it is necessary to obtain prior permission from the Government Commission for Control over Foreign Investments in the Russian Federation (hereinafter referred to as the Commission). An application for a permit is submitted through the Ministry of Finance of Russia¹.

For transactions with persons from NS, a special procedure for settlements through type "C" accounts² (a special type of bank accounts introduced by the Bank of Russia) is applied.

Type "C" accounts provide:

  • Payment guarantee for a resident of RF: foreign credit institutions, government authorities cannot "freeze" money.
  • Control over settlements: a foreign person can receive money from the account only after obtaining permission.

Exceptions

Party Conditions Source
Developers (residents of RF), controlled by persons from the NS Transactions (operations) with residents of RF are allowed regardless of size Letter of the Ministry of Finance of Russia dated 08.06.2023 No 05-07-05/53150
Legal entities from NS It is allowed to purchase real estate³ from residents of RF Letter of the Ministry of Finance of Russia dated 04.04.2025 No 05-06-05/33795
Russian legal entities in which persons from NS have a share in the capital stock

It is allowed to purchase real estate from residents of RF

Sale of real estate⁴ is allowed if the share of foreign participation of persons from NS:

  • Public JSC: not more than 50% - 1 share;
  • Non-public JSC: not more than 25% - 1 share;
  • LLC: not more than 25% - 1 vote
 		Letter of the Ministry of Finance of Russia dated 04.04.2025 No 05-06-05/33795

Pecularities for gratuitous transactions (operations)

Direction of the transfer Do I need a permit? Source
Person from NS → resident of RF No Extract from the record of the meeting of the Sub-Commission of the Commission dated 26.09.2022 No 90/1
Resident of RF → person from NS Yes (issued by the Commission) Letter of the Ministry of Finance of Russia dated 24.11.2023 No 05-05-05/113005
Between spouses or close relatives (persons from NS) No Decree of the President of the Russian Federation dated 04.05.2022 No 254

¹ Decree of the President of the Russian Federation dated 01.03.2022 No 81; Rules approved by the Decree of the Government of the Russian Federation dated 06.03.2022 No 295. ² Decision of the Board of Directors of the Bank of Russia dated 21.11.2022; Decree of the President of the Russian Federation dated 05.03.2022 No 95. ³ Except for aircraft and sea vessels, inland navigation vessels. ⁴ Except for aircraft and sea vessels, inland navigation vessels.

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