Director Handover in Russia

Taking over as director of a Russian company? A 38-point checklist, a handover act template and a memo for violations, built for your first month.

You have been appointed director of an operating Russian company. Some documents were handed over; the rest were not. The seals and e-signatures are still with your predecessor. You do not know what happened in the company before you.

You may be held responsible for it. If debts, lost documents or signs of insolvency come to light later, you will have to prove that they arose before your time. A handover act is your best protection. Without one, you have no proof.

The Supreme Court of Russia does not treat a decline in a company’s performance as the new director’s fault in itself (Ruling of the Judicial Panel for Economic Disputes of 29 January 2024, No. 305-ES22-7760(2)). That makes your documents and dates decisive.

The guide covers the first month and answers three questions:

  1. What do you need to find out?
  2. How do you record it?
  3. What do you do if violations turn up?

The legal grounds are analyzed in the article Director Handover: Not Liable for a Predecessor’s Failures. The guide applies to Russian companies and Russian law.

In essence, this is the same comprehensive review of a company (due diligence) that an investor carries out before a deal, but applied to your own new area of responsibility. What is usually missed in such a review →

What’s Inside

38-point checklist. It is organized by day and week: what to do on day one and in each of the following four weeks. Work from top to bottom and tick off each item. Items with a hard deadline are marked separately. For example, if there are signs of insolvency, you have only one month to file with the court. The checklist is available in English and in Russian.

Handover act template. A ready form with tables for seals, e-signatures and original documents, so you see at once what has been handed over and what stayed with your predecessor. The most important section is “Not handed over”: it protects you when claims arise. You only need to fill in your details and sign. The template is in Russian, because that is what Russian authorities, banks and notaries accept.

Memo for violations. If you find a problem during the handover, for example a shortage, debts or signs of insolvency, the memo gives a step-by-step plan and a ready-to-send letter to the company’s owners. Once you send it, you can no longer be accused of knowing and staying silent. The memo and the letter are in Russian.

Who It’s For

You have become, or are about to become, general director of an operating company, especially if the previous director left in conflict with the owners or handed over only some of the documents.

If you are starting a company from scratch, this guide is not for you: there is nothing to take over.

How to Get It

Write to me by e-mail or on WhatsApp: the text of the message is already filled in. Telegram: +7 (902) 899-07-58. I will reply with the price, payment details and the terms of use, and send the guide within one business day after payment.

The price is agreed individually. The guide fee is credited in full if you later order a full handover audit.