Senior Lawyer at Jingsh Russia Ivan Fedorov commented to Business FM on the situation involving inactive limited liability companies whose owners have begun receiving enquiries from the tax authorities.
From 2026, even dormant companies that do not conduct any actual business may be required to pay mandatory social insurance contributions in respect of their directors. According to Business FM’s estimates, this may result in annual costs of approximately RUB 100,000. In practice, owners of inactive companies are therefore faced with a choice: either continue bearing the costs of maintaining the legal entity or commence its liquidation.
Ivan Fedorov explained why many business owners had previously been reluctant to liquidate an LLC even after it had ceased operations. According to him, liquidation requires the preparation of a liquidation balance sheet, the appointment of a liquidator, publication of the relevant notice, settlement with creditors, collection of receivables, reconciliation with counterparties and the Federal Tax Service, and full payment of all outstanding tax liabilities.
In particular, he noted:
“Liquidating a company is usually much more complicated and significantly more labour-intensive than incorporating one.”
Ivan Fedorov also pointed out that incorporating a company generally takes only a few days, whereas liquidation may take considerably longer, depending on the company’s previous activities and the extent of the outstanding obligations that must be settled.
For businesses, this means that formally retaining an empty LLC is no longer a cost-neutral decision. Even in the absence of turnover or ongoing operations, the company may continue to incur expenses. Owners of such companies should therefore assess in advance which option is more commercially viable and legally secure: maintaining the legal entity in a dormant or semi-operational state, or proceeding with its liquidation.
Ivan Fedorov’s full comments and the Business FM article are available at the following link: https://www.bfm.ru/news/606491
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Jingsh Russia is a cross-border legal team advising on projects involving Russia, Mainland China and Hong Kong.
Jingsh’s head office has a professional legal team of at least 8,000 people, including more than 400 partners and over 6,000 practising lawyers.
