The Supreme Court Explained When an Acceptance Certificate Becomes an Instrument of a Fraudulent Transaction

In its ruling of 19 March 2025 in case No. 910/17461/23, the Supreme Court clarified the legal nature of an acceptance certificate for an additional contribution to the charter capital and further developed the approach to fraudulent transactions (fraudatorny transactions).

The Court stressed that an acceptance certificate is not always merely a “primary document”: if it reflects the mutual will of the parties regarding the transfer of ownership and if, without this document, the acquirer would not be able to obtain ownership of the property, such a certificate should be regarded as a full-fledged bilateral transaction that may be declared invalid. At the same time, resolutions of general meetings remain acts of a management body, not contracts, and are subject to challenge under a different legal logic.

The Court also clarified the approach to fraudulent transactions, referring to the general principles of good faith and the prohibition of abuse of rights. Key indicators of such transactions include:

• their execution after the debt has arisen or when enforcement is clearly imminent;
• significant deterioration of the debtor’s or guarantor’s solvency;
• involvement of related parties and economically disadvantageous or artificial conditions that effectively obstruct the enforcement of a court judgment.

Separately, the Supreme Court emphasised that a guarantor, being aware of his obligations to the creditor, may not transfer substantial assets to related entities to create his own insolvency.

The practical conclusion of the ruling is that effective creditor protection must be comprehensive: invalidation of a fraudulent transaction should be combined with cancellation of the registration of the ownership transfer and the restoration of the previous registry entry to effectively return the property to the sphere of potential enforcement.