The Russian government has introduced a bankruptcy moratorium with effect from 1 April to 1 October 2022 in respect of all Russian legal entities and individuals (“Persons“) except for certain residential real estate developers.
The moratorium is intended to protect Russian debtors against creditors’ claims and provide support for players on the Russian market given the challenging environment they operate in. It applies to all Persons irrespective of their solvency.
The key consequences of the introduction of the moratorium regime are as follows:
- The courts will not accept bankruptcy applications filed by creditors. Voluntary bankruptcy will still be possible, but the obligation of the Person (its management or shareholders) to apply for bankruptcy in case of the Person’s objective insolvency has been suspended.
- If the Person defaults on its liabilities that arose before 1 April, no penalties will be accrued and no other financial sanctions will apply.
- Enforcement proceedings on the Person’s liabilities that arose before 1 April have been suspended. In most cases, it is prohibited to set off claims against the Person and to foreclose on the property pledged by the Person.
- Any Person that is a legal entity may not distribute profits (dividends) to shareholders, buy its shares back and pay the actual value of the participation interest to its participants. The Person’s participants may not require that the Person pay the value of the participation interest.
Any Person has the right to declare a waiver of its “bankruptcy immunity,” in which case all benefits and restrictions described above cease to apply.
As a result, all Russian companies including the publicly-traded ones may not pay dividends or buyback shares until and unless they waive the application of the moratorium. Therefore, they will have to publish a waiver in advance to be able to pay dividends or buyback shares.
Waiving the moratorium entails no additional risks for a solvent company. It only means that such company will no longer enjoy the immunity against bankruptcy applications filed by its creditors if the company’s financial condition deteriorates.