They fictitiously employed an employee who actually worked in another organization. Nominee director at the enterprise Fake general director

On the labor market today you can find a lot of unusual offers, including the position of a nominal director of an enterprise. And it is often not clear what exactly this offer implies and whether it is a scam.

From the point of view of modern legislation, such a phenomenon as a nominal position is not in itself a violation. At the same time, not only directors, but also shareholders or even secretaries are attracted to such positions. There are special companies that do what they have legal staff. and physical persons who are appointed to nominal positions.

Such an employee has a limited range of rights and obligations, coordinates his activities with the real management of the enterprise and performs the functions assigned to him by the employer. At the same time, he is often given the right to sign internal documents and, importantly, be responsible for his actions.

It is important to consider that such employees have limited access to information about the activities of the company. Therefore, in order to carry out such activities, they must be well versed in the area where the organization operates.

A nominee director is a person who often works under a power of attorney, in which the range of his rights and obligations is fixed. The person holding this position, carries out the orders of the employer and manages the company in a predetermined manner. All significant issues are agreed with the actual head of the company.

It happens that the nominee director is generally used only as a person signing documents and papers that the employer sends him. He may not even know where the office of the firm is located.

In addition to the director, a shareholder can be nominal. In this case, a part of the company's shares is registered on it, if their true owner does not want to appear in the official state. register. At the same time, an agreement is concluded between the parties under which the rights of a nominal shareholder are limited, and it is also indicated that the right to dividends on shares belongs to their real owner.

Other nominal positions are used quite rarely and only in cases where, according to the law, they must be present at the enterprise, although in fact there is no need for them.

When may a nominee (fictitious) director be required?

The nominee director is a figure who manages the enterprise, without having a real intention to engage in this activity. Also, the fictitious boss does not have sufficient authority, since in practice he performs the tasks of the employer.

Based on this, it becomes clear that a fictitious director is a person appointed to this position only nominally. On practice this worker fails to perform the duties of this position. In this case, the real management is carried out by the owner of the company, who for some reason did not want to advertise his data.

The need for the services of a fictitious director, conceived, arises when necessary:

Hide information about the real owner of the enterprise or the person who manages the company;
Create conditions for maintaining the confidentiality of transactions;
Managing a company whose owner is located in another country or is a non-resident of the Russian Federation;
Avoid being held liable for transactions between relatives;
Include the “necessary” people in the staff of the company and so on.

One of the distinguishing features of a nominal position is that a fictitious director is responsible for the actions of the actual leader. And since it can be problematic to prove involvement in the actions of the real owner of the company, the punishment is imposed on the person who leadership position and whose signatures are on the documents.

Therefore, special companies are often engaged in providing services of nominee workers, having specialists and lawyers in their staff who are able to realistically assess the risks. They also study the specifics of the company, the nuances of its work, and so on. In such companies, several fictitious positions can be registered per employee, the number of which can reach up to 20.

Possible risks of a nominal leader

There is an opinion that nominal positions and their use is a fraud. But in the current legislation, such a concept does not appear and in itself is not an offense. Accordingly, the possibility of bringing to responsibility for the use or work in a nominal position is not provided.

At the same time, operating regulations it is forbidden to organize a firm with the involvement of figureheads. But in practice, it is almost impossible to prove that a hired director is such. Therefore, in this area, the risks of the parties are minimal.

The danger lies in the implementation itself. labor activity fictitious leader. Since work in a nominal position involves the signing of documents and the performance of actions specified by the employer, the person occupying it often cannot control this process.

The main and main risk that is inherent in the position of a nominally director is that, in fact, he is responsible for the decisions made by other people. The owner of the company may decide to carry out an illegal transaction or use fraud. But if this is revealed, then the fictitious director will be held liable for illegal actions, since it is his signature that is on the documents.

It is practically impossible to prove that a nominee director is not responsible for the actions taken. In addition, for this he will have to reveal that he is a figurehead, for which he will also be held accountable.

Therefore, a citizen who agrees to work as a nominee director should take into account all the risks and possible consequences of such a decision. Before giving consent, it is necessary to study the activities of the company, its specifics, understand why exactly he is hired and what goals they pursue.

Liability of a nominee (fictitious) director

The main task of a fictitious director, in fact, is to keep secret information about the real head or owner of the company. Both parties are interested in this, since if this fact is revealed, they can be held liable for organizing an enterprise with the involvement of a nominee.

As for the movement of funds on the accounts of the organization, in this case it will be not so much the director who will be responsible, but the enterprise itself within the framework of its property. At the same time, when committing illegal actions with the participation of a nominee director, he can be held administratively or criminally liable based on the specifics of the offenses committed.

If the fact of using it as a nominal value is revealed, then measures of administrative or criminal punishment will be applied to the fictitious director. According to the current legislation, he will be involved in the creation or reorganization of a company, without a real intention to carry out activities in this area.

Violation of the norms of administrative legislation, namely part 4 of article 14.25 of the Code of Administrative Offenses, entails the imposition of a penalty in the form of a fine in the amount of 5 thousand rubles to 10 thousand rubles. In case of repeated commission of similar actions against the guilty person, disqualification for up to 3 years can be used.

Criminal punishment against a nominee director is provided for in Articles 170.1, 171.1, 173.2 of the Criminal Code of the Russian Federation. As a penalty in this case, both a fine of up to 300 thousand rubles and correctional labor for up to 3 years can be used. In especially serious cases, the guilty person may be sentenced to imprisonment for up to 5 years.

At the same time, it is much more difficult to prove the involvement of the employer of the fictitious director in the offense than the person who was registered in this position. Therefore, the responsibility in the end can only be borne by the employee.

Analysis of the Decree of the Plenum of the Supreme Court of the Russian Federation No. 53 dated December 21, 2017 “On some issues related to holding the persons controlling the debtor liable in bankruptcy”.

On December 21, 2017, the Supreme Court of the Russian Federation published “On some issues related to bringing the persons controlling the debtor to liability in case of bankruptcy” (hereinafter - Resolution of the Plenum No. 53). The adoption of the Decree was the next step in the development of the institution of subsidiary liability of controlling persons in bankruptcy proceedings.

Who can be a controlling person?

In accordance with paragraph 3 of the Resolution, a necessary condition for having the status of a controlling debtor of a person (hereinafter referred to as the CDL) is his actual ability to give the debtor binding instructions or otherwise determine his actions. At the same time, the condition established in paragraph 3 of the Resolution should be considered in conjunction with Art. 61.10 No. 127 of October 26, 2002 (hereinafter referred to as the Bankruptcy Law), since this article establishes a three-year period before the appearance of signs of bankruptcy.

The controlling person can be not only the heads or founders of the organization, but also the actual owners, as well as beneficiaries. Under the beneficiary is understood, in accordance with clause 7 of the Resolution, a person who has benefited from the unfair behavior of the head of the debtor. The unscrupulous behavior of a leader is considered to be actions in the course of which the size of the assets of the organization headed by him decreased in favor of another company. In this case, the head of the organization and (or) the beneficiary will have to prove the actual economic meaning of financial transactions with the debtor, as well as that the benefit is due to reasonable economic reasons.

By virtue of par. 2, paragraph 4 of this Resolution, the head can be held liable by recovering losses for damage caused to the organization that was committed outside the three-year period (Article 531 of the Civil Code of the Russian Federation, Article 71 of the Federal Law of December 26, 1995 No. 208-FZ “On joint-stock companies”, Article 44 of the Federal Law of February 8, 1998 No. 14-FZ “On Companies with limited liability" etc.). So the arbitration manager will have to analyze the actions of the manager not only in three recent years, but also for the entire period of existence of the debtor organization.

At the same time, by virtue of special regulation (clause 9 of article 6111 of the Bankruptcy Law), the amount of subsidiary liability of a nominee manager can be reduced if, thanks to the information disclosed by him, which is not available to independent participants in the turnover, the actual head and (or) property of the debtor or the actual head were established hidden by them, at the expense of which the claims of creditors can be satisfied.

Subsidiary liability for failure to file a debtor's own bankruptcy application

According to Art. 9 of the Bankruptcy Law, the CDL is obliged to file an application for bankruptcy of the debtor within a month from the moment it learned about the insolvency of the organization. At the same time, by virtue of clause 9 of the Decree, the obligation of the head to apply to the court with a bankruptcy petition arises at the moment when a conscientious and reasonable head, who is in similar circumstances, within the framework of standard management practice, given the scale of the debtor's activities, should have objectively determined the existence one of the circumstances specified in paragraph 1 of Article 9 of the Bankruptcy Law.

If the manager proves that even if the conditions specified in par. 5.7 p.1 art. 9 of the Bankruptcy Law, he took all necessary measures to restore solvency and not cause damage to the creditor, then the manager may be released from liability for the period while the implementation of his plan was reasonable from the point of view of an ordinary manager who is in similar circumstances. Such actions can be considered measures to collect receivables, the conclusion of settlement agreements with deferred payments, the conclusion of new contracts, etc.

At the same time, paragraphs 9 and 12 of the Resolution should be considered together, since by virtue of the latter, a causal relationship is presumed between the failure of the head to submit applications and the inability to satisfy credit requirements. The presence of such a presumption imposes an obligation on the manager to prove the opposite.

Subsidiary liability for the impossibility of full repayment of creditors' claims

Within the meaning of par. 1 clause 16 of this Resolution, the subsidiary liability of the head arises in case of such actions (inaction) that caused the bankruptcy of the debtor and the impossibility of satisfying the claims of creditors.

In accordance with par. Clause 2, Clause 16 of the Decree under illegal actions (inaction) of the head is understood as the adoption of key business decisions in violation of the principles of good faith and reasonableness, including the approval, conclusion or approval of transactions on knowingly unfavorable conditions or with a person knowingly incapable of fulfilling an obligation (a one-day firm etc.), giving instructions on the performance of clearly unprofitable operations, appointing persons to senior positions, the result of whose activities will obviously not meet the interests of the headed organization, creating and maintaining such a debtor management system that is aimed at systematically deriving benefits by a third party in harm to the debtor and his creditors, etc.

It should be noted that the principles of good faith and reasonableness of the head are disclosed by the Decree of the Plenum of the Supreme Arbitration Court of the Russian Federation No. legal entity"(hereinafter - Resolution No. 62).

So, in accordance with Resolution No. 62, bad faith means actions (inaction) of a manager who:

acted in the presence of a conflict between his personal interests (the interests of the director's affiliates) and the interests of the legal entity, including if the director actually had an interest in the transaction by the legal entity, unless information about the conflict of interest was disclosed in advance and the director's actions were approved in the manner prescribed by law;
hid information about the transaction made by him from the participants of the legal entity (in particular, if information about such a transaction, in violation of the law, the charter or internal documents of the legal entity, was not included in the reporting of the legal entity) or provided the participants of the legal entity with inaccurate information regarding the relevant transaction;
made a transaction without the approval of the relevant bodies of the legal entity required by law or the charter;
after the termination of his powers, withholds and evades transferring to the legal entity documents relating to circumstances that entailed adverse consequences for the legal entity;
knew or should have known that his actions (inaction) at the time they were committed did not meet the interests of the legal entity, for example, he made a transaction (voted for its approval) on conditions that were obviously unfavorable for the legal entity or with a person (firm) who was obviously unable to fulfill the obligation - "one-day", etc.).

A transaction on unfavorable terms is understood to be a transaction, the price and (or) other conditions of which differ significantly for the worse for a legal entity from the price and (or) other conditions under which similar transactions are made in comparable circumstances (for example, if the grant received under the transaction legal entity, two or more times lower than the value of the provision made by the legal entity in favor of the counterparty). The unprofitability of the transaction is determined at the time of its completion; if the unprofitability of the transaction was discovered later due to a violation of the obligations arising from it, then the director is liable for the corresponding losses if it is proved that the transaction was originally concluded with the aim of non-performance or improper performance.

The head of the organization is released from liability if he proves that the transaction concluded by him, although in itself unprofitable, was part of interrelated transactions united by a common economic goal, as a result of which it was expected that the legal entity would receive benefits. He is also released from liability if he proves that an unprofitable deal was concluded to prevent even greater damage to the interests of the legal entity.

According to paragraph 3 of Resolution No. 62, the unreasonableness of the actions (inaction) of the head is considered proven when he:

made a decision without taking into account the information known to him that is relevant in this situation;
prior to the adoption of the decision, did not take actions aimed at obtaining the information necessary and sufficient for its adoption, which are usual for business practice under similar circumstances, in particular, if it is proved that under the circumstances a reasonable director would postpone the adoption of the decision until additional information is received;
entered into a transaction without complying with the internal procedures normally required or accepted in the given legal entity for making similar transactions (for example, coordination with legal department, accounting, etc.).

The result of such actions (inaction) of the manager will be the creation of conditions for a further significant increase in the disproportion between the value of the debtor's assets and the size of his obligations, subject to subsidiary liability in full, since it is presumed that due to his actions (inaction) the possibility of exercising in in relation to the debtor of rehabilitation measures aimed at restoring solvency, and, as a result, the possibility of real repayment of all debt obligations in the future has been lost.

So, by virtue of paragraph 18 and par. 2, paragraph 19 of Resolution No. 53, the head of a bankrupt debtor will need to prove that he acted within the limits of ordinary business risk and his actions were not aimed at violating the rights and legitimate interests of creditors. At the same time, the manager has the right to refer to the fact that bankruptcy arose due to external factors (unfavorable market conditions, financial crisis, significant change business conditions, accidents, natural disasters, other events). When proving external factors, managers should use official sources, in particular, data from the Government of the Russian Federation, as well as relevant ministries and Rosstat.

Responsibility of the head of the debtor for failure to transfer documents to the arbitration manager

By virtue of paragraph 24 of this Resolution, as well as paragraph 32 of Article 64, para. 4 p. 1 art. 94, paragraph 2, paragraph 2 of Art. 126 of the Bankruptcy Law, the head of a bankrupt organization has a direct obligation to transfer documents to an arbitration manager. During the transfer of documents, the manager should sign the act of acceptance and transfer of documents, and in the case of sending by mail, it should be sent in a valuable letter with a description of the attachment. The necessary measures will help to avoid dishonest behavior on the part of the arbitration manager, as well as, if necessary, to prove in the arbitration court the fact of transfer required documents.

In the event that the arbitration manager files an application for bringing to subsidiary liability for failure to provide the necessary documents, the manager will need to prove that the failure to provide the necessary documents did not lead to a significant difficulty in the bankruptcy proceedings. Such documents, for example, may include information about the accounting report, current accounts, real estate, availability Vehicle. By virtue of par. 7 paragraph 1 of Art. 20.3 of the Bankruptcy Law, the arbitration manager has the right to request the necessary information from the competent authorities. But it is worth noting that the failure to provide contracts, acts and (or) other calculations can be recognized as a significant difficulty in conducting bankruptcy procedures.

By virtue of paragraph 24 of this Decree, a manager can be held vicariously liable even for the mistakes of past bosses who were dishonest in document management.

A conscientious and reasonable manager is obliged to take actions to request documentation from the previous manager or to restore documentation in another way (in particular, by sending requests for duplicate documents to the competent authorities, interacting with counterparties to restore primary documentation, etc.). Moreover, actions for the recovery of documents can be carried out by sending letters, requests, as well as by filing an application for the recovery of documents to the court. If the manager proves that he has taken all the necessary steps to search for and return all the necessary documentation, he can avoid liability for dishonest actions when transferring documents to the arbitration manager.

In the case of illegal actions of several managers who successively replaced each other, related to the maintenance, storage and restoration of documentation, it is presumed that the actions of each of them were sufficient to bring the debtor to objective bankruptcy.

As can be seen from the above, the head needs to control the activities of the headed organization and, in the event of signs of bankruptcy, take all necessary measures either to restore insolvency or to file a bankruptcy petition.

When the real owner and head of the organization wants to remain anonymous when doing business, he resorts to the services of the so-called nominee director. The nominal head does not actually manage the company and is not engaged in this business. In what cases do organizations need such a director, how legal such activity is, and what responsibility the nominee general director bears, we will describe further.

When is the position of nominee director used?

A fictitious leader may most often be needed by organizations whose activities are not entirely legal. However, firms whose business is completely legal may also need it. For example, in cases where the actual owner of the company wants to remain anonymous and hide his participation in management from other persons. But often this is still a violation of the law:

a real business leader cannot be the head of the company due to his special status (civil servant, deputy, etc.);
restrictions have been placed on the actual leader by the court, and therefore he cannot hold a leadership position for some time;
the same person actually manages the firm and its foreign partner - an offshore company;
it is required to hide the interdependence of organizations and individuals who are close relatives so as not to attract attention tax authorities to transactions concluded between them;
the company was originally created to implement illegal schemes, and the founders want to remain in the shadows.

Powers of nominee director

In fact, such a director does not decide anything in the company, doing for a certain fee what the real leader dictates to him. He may have the right to sign documents, open bank accounts, enter into transactions with counterparties, but all these actions are possible only at the direction of this company's management.

The nominal head is appointed to the position in the same way as the real one: by the general meeting of founders by a majority of votes, with documentation and notification of the tax authorities of the appointment. But at the same time, business owners, as a rule, take the necessary measures so that their dummy director does not get out of control, for example, when they are appointed to a position, they may immediately be asked to fill out a letter of resignation without specifying a date.

Nominee director: responsibility in 2017

The fictitious director, although he does not accept independent decisions, the responsibility can bear the real one, since he personally signs all the documents of the company. The real owners can conduct illegal operations, for which the nominee director will be responsible, and it can be very difficult to prove their guilt and bring them to justice.

What is the responsibility of a nominee director in 2017? If the founders of an LLC are threatened only material liability within the limits of their contributions, and they are not responsible for the obligations of the company, then the dummy leader may incur both administrative and criminal penalties.

The whole range of possible violations of the law, for which the pseudo-director will have to answer, is rather difficult to outline. It is obvious that a firm created to implement illegal schemes can knowingly provide false information, evade paying taxes, and so on.

Thus, the Administrative Code provides for the imposition of a fine on the head in the amount of 5,000 to 10,000 rubles for failure to provide or provide false information about the organization to the state registration authorities. In the event of a repeated such violation, as well as the submission of knowingly false information, the nominee leader is already threatened with disqualification for a period of 1 to 3 years (parts 4 and 5 of article 14.25 of the Code of Administrative Offenses of the Russian Federation).

According to the norms of criminal law, a fictitious director will have to answer, for example, for such acts as:

Falsification of information submitted to the state registration authorities of legal entities or organizations maintaining the register of securities holders and depositary accounting. With proven intent, the punishment will be a fine of up to 300,000 rubles, corrective work or imprisonment for up to 2 years (part 1 of article 170.1 of the Criminal Code of the Russian Federation).
Evasion of taxes and fees by including deliberately false information in the declaration, or failure to submit it. Punishment in the form of a fine of up to 300,000 rubles, corrective work or up to 2 years in prison, followed by deprivation of the right to hold certain positions for a certain period, and under aggravating circumstances (preliminary conspiracy, especially large size), the punishment is significantly tougher (Article 199 of the Tax Code of the Russian Federation). A similar punishment threatens for failure to fulfill the duties of a tax agent (Article 199.1 of the Tax Code of the Russian Federation).
Illegal entrepreneurship that caused damage to other persons, or allowed to receive income on a large scale, is punishable by a fine of 300,000 rubles to arrest for up to six months (Article 171 of the Criminal Code of the Russian Federation).

This is not the whole list of punishable acts, for which the one who is listed as the head of an unreliable company will have to answer. When proving even the indirect intent of a nominee director, criminal liability may arise.

Who can be the subject of a crime under Art. 196 of the Criminal Code of the Russian Federation

What are the features qualifications of intentional bankruptcies committed in complicity

The article considers the features of qualification in criminal cases on crimes provided for Art. 196 Russian Criminal Code (« Deliberate bankruptcy”), based on the study of court decisions (verdicts, cassation rulings, decisions of supervisory courts) 1 . Attention is drawn to those circumstances that need to be investigated and established by the court when determining the subject of the crimeArt. 196 Russian Criminal Code and qualification of the actions of persons brought to criminal responsibility, as well as problems that cause difficulties in considering criminal cases of this category.

Subject of the crime

According to disposition Art. 196 Russian Criminal Code under intentional bankruptcy is understood as the commission by the head or founder (participant) of a legal entity or an individual entrepreneur of actions (inaction), obviously entailing the inability of the legal entity or individual entrepreneur to fully satisfy creditors' claims on monetary obligations and (or) to fulfill the obligation to make mandatory payments, if these actions (inaction) caused large damage.

Judicial Analysis intentional bankruptcy practice testifies that the subjects of these crimes are mainly managers and (or) founders (participants) business companies those performing organizational and administrative and administrative and economic functions related to the disposal of property and finances of companies, responsible for organizing accounting and compliance with the law when performing financial and business operations, which are the sole executive body legal entity having the right of first signature in financial documents, exercising management current activities without a power of attorney, having the right to act on behalf of a legal entity, including representing its interests.

Any evidence stipulated by the current legislation and confirming the official position of the heads of legal entities is used as admissible and relevant evidence when considering by the courts of criminal cases on deliberate bankruptcies. Documents confirming the official position of heads of legal entities include, in particular, constituent documents: the charter of a legal entity or an extract from the Unified State Register of Legal Entities, the decision of the owner of a legal entity to empower a particular person with the powers of a head (decision, order for employment, order ), decision (protocol) general meeting shareholders (founders) of a legal entity, employment contract, job description, etc.

Features of the responsibility of a person who is not the subject of a crime

In practice, there are situations when in the actions of a person brought to criminal responsibility there are signs of the objective side of the crime provided forArt. 196 Russian Criminal Code, but this person is not a leader, founder or individual entrepreneur, that is, formally does not fall under the concept of the subject of this crime. Existing case law indicates that such a person may be brought to criminal responsibility forArt. 196 Russian Criminal Code. When qualifying the actions of such persons, the following features should be borne in mind. Part 4 of Art. 34 of the Criminal Code of the Russian Federation establishes that a person who is not the subject of a crime specifically specified in the relevant article of the Special Part of the Criminal Code of the Russian Federation bears criminal responsibility for this crime as its organizer, instigator or accomplice.

From practice. On March 29, 2010, A. was found guilty of embezzlement, that is, embezzlement of entrusted credit funds, committed using her official position, on a large scale, as well as deliberate bankruptcy of N. LLC.
The court qualified the actions of A. under paragraph “b” of Part 3 of Art. 160, part 2 of Art. 201 and Art. 196 of the Criminal Code of the Russian Federation.
By the cassation ruling of the Vologda Regional Court dated July 8, 2010 in case No. 22-1290, the sentence of the Gryazovetsky District Court dated March 29, 2010 in respect of A. was changed: her actions were reclassified from paragraph “b” of Part 3 of Art. 160 of the Criminal Code of the Russian Federation for part 3 of Art. 160 of the Criminal Code of the Russian Federation; the indication of the conviction of A. under Part 2 of Art. 201 of the Criminal Code of the Russian Federation as unnecessarily imputed.
The Presidium of the Vologda Regional Court, having considered the materials of the criminal case on the supervisory complaint of the lawyer convicted V., changed the verdict of the court of first instance and the ruling of the cassation court in terms of qualifying A.'s actions under Art. 196 of the Criminal Code of the Russian Federation for the following reasons.
In accordance with the norm of Art. 196 of the Criminal Code of the Russian Federation, the subject of this crime is special: the head or founder (participant) of a legal entity, as well as individual entrepreneur. As follows from the materials of the case, by the decision of the meeting of the founders of September 17, 1998 and the order of September 21, 1998 No. 1 / k CEO LLC "N." appointed Sh.
By Order No. 221/k dated October 26, 2001, A. was appointed Director for Economics and Financial Affairs of LLC N. According to job description Director for Economics and Finance - Head economic department reports directly to the CEO.
Under these circumstances, A.'s actions were subject to qualification under Part 5 of Art. 33, Art. 196 of the Criminal Code of the Russian Federation as aiding in deliberate bankruptcy.
Decree of the Presidium of the Vologda Regional Court dated November 22, 2010 No. 44-u-74 changed the verdict of the Gryazovetsky District Court and the cassation ruling of the Vologda Regional Court in respect of convicted A.. The actions of the convict are reclassified from Art. 196 of the Criminal Code of the Russian Federation for part 3 of Art. 33, art. 196 of the Criminal Code of the Russian Federation 2 .

Nominal and actual management of the organization

Another question that arises when considering criminal cases on Art. 196 Criminal Code of the Russian Federation: whether a person who is not a nominal (formal) head of a legal entity can be the subject of this crime.

Judicial practice gives a positive answer to this question.

From practice. The verdict of the Volgodonsk district court of the Rostov region of 03.08. 2012 A. was convicted under Part 3 of Art. 33, art. 196 of the Criminal Code of the Russian Federation for organizing and managing the deliberate bankruptcy of OAO E., as well as committing crimes under Part 3 of Art. 33, part 4 of Art. 159, part 3 of Art. 30, and Art. 199.2 of the Criminal Code of the Russian Federation.
Having checked the materials of the criminal case on the cassation appeals of the convict, the Rostov Regional Court, by cassation ruling dated 10/17/2012 in case No. 22-7766, left the verdict of the court of first instance unchanged.
At the same time, the court of cassation agreed with the conclusions of the court of first instance about the involvement of A. in the commission of crimes, indicating the following.
The organizational role of the convict in acquiring rights to real estate by fraud, in hiding money from taxes and in deliberate bankruptcy is confirmed by the testimony of witnesses S., S. and G., given during the preliminary investigation. According to these testimonies, it was A. who made all the decisions on these issues, which is also confirmed by the phonogram of the convict's telephone conversations. From the evidence presented by the prosecution, it follows that the convict was aware that OAO E. legal grounds claim ownership of real estate. This is evidenced, among other things, by the testimony of witness S., who, according to witness Ya., became aware of A.'s instructions to falsify documents.
It also follows from the testimonies of the interrogated witnesses that it was the convict who was the actual leader of the society, and his instructions were binding on all employees. These testimonies are objectively confirmed by records of telephone conversations 3 .

Another example is also curious, in which the prosecution and the courts, assessing the actual role of the defendant in the alleged crime, assessed the actions of the nominal leader as non-criminal due to the fact that the latter was not aware of the criminal intentions of the actual leader.

From practice. By the verdict of the Shumerlinsky District Court dated June 29, 2012, the former deputy head of the city administration for construction, housing and communal services E. was found guilty of committing crimes under Part 1 of Art. 176 of the Criminal Code of the Russian Federation (illegal receipt of a loan - 2 episodes) and Art. 196 of the Criminal Code of the Russian Federation (deliberate bankruptcy).
During the trial, it was established that in November 2009, E., actually participating, contrary to the established prohibitions, in the management of R. LLC, the founder and director of which he was before taking office as the deputy head of the administration of the city of Shumerli, in order to make a profit, forced heads of two city municipal enterprises of housing and communal services to conclude civil law contracts for the supply of fuel and lubricants from OOO R. for the needs of these organizations, otherwise threatened them with dismissal. Thus, the attacker, illegally limiting the independence of municipal enterprises and interfering in their activities, provided commercial organization benefits and patronage.
In addition, in 2009-2010, in order to obtain loans for R. and not intending to subsequently fulfill obligations under loan agreements, the defendant twice submitted to the bank documents that did not correspond to reality on the economic situation of the specified organization, indicating in them information indicating that its financial condition was much better than it was in reality.
As a result, the borrower was issued two loans for 18.5 million rubles. each, which were not subsequently returned within the established time limits, and the creditor, taking into account the amount of unreceived interest, suffered damage in the total amount of more than 38.5 million rubles. In 2010, at the direction of E., his mother, who was the nominal director of R. LLC, sold the property of the company, and the proceeds in cash The defendant did as he pleased. As a result, the insolvency of the enterprise was increased by more than 24 million rubles, and in January 2011, by the decision of the Arbitration Court of the Chuvash Republic, OOO R. was declared bankrupt.
After checking the validity of E.'s conviction under Part 1 of Art. 176 (for two episodes) and art. 196 of the Criminal Code of the Russian Federation, the Judicial Collegium for Criminal Cases of the Supreme Court of the Chuvash Republic agreed with the conclusion of the court of first instance on the proof of guilt of the convicted person in committing these crimes.
At the same time, the panel of judges rejected the arguments of the cassation complaints of the convict E. and his lawyer that E. was not the subject of a crime under Art. 196 of the Criminal Code of the Russian Federation, substantiating this as follows.
Having documents on E.'s resignation of the powers of the director and withdrawal from the founders of this company, the court, however, came to the correct conclusion that these actions only created the appearance of fulfilling the requirements of the law on the prohibition of a municipal employee to engage in entrepreneurial activity in person or through a representative. In fact, E. continued to perform the functions of the head and founder of the company in the presence of a nominal director - F., who issued him a power of attorney with the right to act on behalf of R. LLC, and she herself followed his instructions. This conclusion corresponds to the actual circumstances of the case and is confirmed by the testimony of witnesses: the same F., employees of OOO R., director of ZAO G., bank employee M. and other persons.
The Court of Cassation pointed out that, as the de facto head of a legal entity who committed a crime using a legal head unaware of his criminal intentions, E., by virtue of Part 2 of Art. 33 of the Criminal Code of the Russian Federation bears criminal responsibility as a performer 4 .

Committing a crime by two or more persons

In jurisprudence, there are cases of consideration of criminal cases on deliberate bankruptcies in relation to several persons. The answer to the question of in what cases the actions of persons guilty of deliberate bankruptcy can be qualified as committed by a group of persons by prior agreement is given in the general norm of the Criminal Code of the Russian Federation. Thus, the intentional joint participation of two or more persons in the commission of an intentional crime is recognized as complicity in a crime (Article 32 of the Criminal Code of the Russian Federation). A crime is recognized as committed by a group of persons by prior agreement, if it was attended by persons who agreed in advance to commit a crime together (part 2 of article 35 of the Criminal Code of the Russian Federation).

From practice. By the verdict of the Novgorod District Court of the Novgorod Region dated June 22, 2012, the General Director of Nov. Sh. and his deputy B. were found guilty of premeditated bankruptcy of the said enterprise.
As established by the court, Sh. and B., in order to seize the property of the State Unitary Enterprise Housing and Public Utilities "N." and the creation of a new commercial structure, developed a bankruptcy scheme for the State Unitary Enterprise Housing and Public Utilities. Under the guise of reorganizing the housing and communal services of the region, in October 2005, a non-profit fund "Development of the housing and communal services of the region" was created. In November 2005, State Unitary Enterprise Housing and Public Utilities "N." and a non-profit foundation established Nov. with an authorized capital of 988 million 410 thousand rubles. GOUP housing and communal services "N." contributed property to the authorized capital of the company in the amount of 988 million 400 thousand rubles, which is 99.999% of the amount of the authorized capital, the non-profit fund contributed 10 thousand rubles, which is 0.001% of the amount of the authorized capital. The authorized capital included almost the entire engineering infrastructure: heating mains, boiler houses, pumping stations, which made it impossible for the State Unitary Enterprise Housing and Public Utilities "N." carry out statutory activities and resulted in the insolvency of the enterprise and debt to creditors in the amount of more than 850 million rubles, to the Pension Fund in the amount of 69,402,297 rubles. and to the Federal Tax Service of Russia in the amount of 7,503,194.70 rubles.
Thus, Sh. and B., by reducing the assets of the enterprise, deliberately created the insolvency of the State Unitary Enterprise Housing and Public Utilities “N.”.
By the ruling of the Arbitration Court of the Novgorod Region dated March 12, 2007, based on the application of the creditor in relation to the State Unitary Enterprise Housing and Public Utilities "N." bankruptcy procedure was introduced - supervision and an interim manager was approved.
During the proceedings in the court of first instance, the defendants pleaded not guilty and filed cassation appeals against the verdict.
Having checked the materials of the criminal case against Sh. and B. in cassation, the Judicial Collegium for Criminal Cases of the Novgorod Regional Court agreed with the conclusion of the court of first instance that the defendants were guilty of the deliberate bankruptcy of the State Unitary Enterprise Housing and Public Utilities “N.”, stating the following.
At the time of the transfer of property from the State Unitary Enterprise Housing and Public Utilities "N." in the authorized capital of LLC "Nov." Sh. was the head of the State Unitary Enterprise Housing and Public Utilities "N.", B. - the director of LLC "Nov."; at the time of the transfer of property from the State Unitary Enterprise Housing and Public Utilities "N." in LLC MP Housing and Public Utilities "N." B. was the head of the State Unitary Enterprise Housing and Public Utilities "N.", Sh. - the director of Nov. LLC.
By the rulings of the Arbitration Court of the Novgorod Region dated September 30, 2011, the transaction for the transfer of the State Unitary Enterprise Housing and Public Utilities "N." property worth 1 million 425 thousand rubles. in favor of LLC MP Housing and Public Utilities N., as well as the transaction for the transfer of State Unitary Enterprise Housing and Public Utilities N. property worth 988 million 400 thousand rubles. in favor of Nov. were declared invalid, including on the grounds that these transactions were made by interested parties - Sh. and B.
These definitions also established that the seizure of property (production assets, vehicles, etc.) completely deprived the debtor (GOUP Housing and Public Utilities "N.") of the possibility of carrying out statutory activities in the provision of services for the operation of housing stock, and additional types the activities included in the charter a week before the seizure of property were intended only to smooth out the obvious discrepancy between the measures taken to seize the property and the debtor's statutory tasks.
The judicial panel also indicated that Sh. and B. alternately held the positions of heads of the State Unitary Enterprise Housing and Public Utilities “N.” at the time of the transfer of fixed production assets - the property of the heat and power and water and sewer facilities as contributions to authorized capitals limited liability companies, jointly and alternately prepared documents for the said transactions, financial and economic justifications, subsequently became the heads of the established companies.
In the process of implementing the intent, common for Sh. and B., committing a continued crime by prior agreement by a group of persons, each of the convicts was the head of the debtor, that is, the subject of the crime under Art. 196 of the Criminal Code of the Russian Federation.
In accordance with the employment contracts of Sh. and B., each of them, being the general director of the State Unitary Enterprise Housing and Public Utilities "N.", was obliged to conscientiously manage the enterprise, ensure the fulfillment of the main economic indicators and exercise other powers established by law, the charter of the enterprise and employment contract; prevent decisions that may lead to the bankruptcy of the enterprise.
However, by actual concerted actions to transfer property, without which the main activity of the State Unitary Enterprise Housing and Public Utilities "N.", the convicts committed precisely the deliberate bankruptcy of a legal entity, since these actions obviously entailed the debtor's inability to fully satisfy the claims of creditors for monetary obligations and fulfill the obligation to pay mandatory payments, which was obvious to the convicts.
The presence in the actions of Sh. and B. of direct intent to deliberately bankrupt the State Unitary Enterprise Housing and Public Utilities "N." is confirmed by the testimony of witness M., according to which Sh. and B. told him in 2006 that the purpose of the reorganization of the debtor's enterprise was to avoid debts.
The convicts also did not deny that at the time of the transfer of property from the State Unitary Enterprise Housing and Public Utilities "N." to the newly created LLC, they were aware of the presence of large accounts payable, and also understood that the limited liability companies registered and headed by them are not liable for the obligations of the debtor.
Under such circumstances, the court of cassation agreed with the conclusion of the court of first instance that Sh. and B. were guilty of the deliberate bankruptcy of the State Unitary Enterprise Housing and Public Utilities “N.” and the need to qualify their actions as deliberate bankruptcy by a group of persons by prior agreement 5 .

An essentially similar act is described in the following example.

From practice. On December 20, 2010, the head of the administration of the Dmitrovsky district, P., was sentenced by the Dmitrovsky district court of the Oryol region for aiding in deliberate bankruptcy (part 5 of article 33, article 196 of the Criminal Code of the Russian Federation) and abuse of office (part 2 of article 286 of the Criminal Code of the Russian Federation ). By the same verdict, the director of OOO S. K. was convicted of deliberate bankruptcy (Article 196 of the Criminal Code of the Russian Federation) and incitement to abuse of office (part 4 of Article 33, part 2 of Article 286 of the Criminal Code of the Russian Federation).
During the trial, it was established that in October 2007, P., at the request of K., who at that time was the director of the municipal unitary repair and maintenance enterprise “Zh.” (MUREP), issued organizational and administrative documents on the withdrawal from the economic management of this enterprise of administrative and industrial buildings, equipment and other property worth over 13 million rubles. and transfer it to the district budget. At the same time, P. and K. knew that if the enterprise had accounts payable to budgets of various levels in the amount of more than 8 million rubles, it had a real opportunity to pay off the debt at the expense of existing assets.
As a result, MUREP "Zh.", which carried out work to ensure the proper sanitary condition of the residential and non-residential fund of the district, the production and transmission of thermal energy, the uninterrupted operation of water supply and sewerage facilities, was declared bankrupt by the decision of the Arbitration Court of the Oryol Region dated May 26, 2008, and his property, transferred to the treasury, was transferred under lease agreements to the newly created K. LLC "S." with the same features.
The cassation ruling of the Judicial Collegium for Criminal Cases of the Oryol Regional Court dated February 11, 2011 changed the sentence against P.: the descriptive and motivational part of the sentence was clarified, indicating the qualifications of K.'s actions instead of the erroneous indication of P. The rest of the sentence was left unchanged.
By the decision of the Presidium of the Oryol Regional Court of April 12, 2012, which checked the legality and validity of his conviction on P.'s supervisory appeal, the verdict of the court of first instance and the cassation ruling were left unchanged.
Rejecting the arguments of the convict P. about his innocence and the absence of data indicating that he was aware of K.'s intention to commit actions related to the deliberate bankruptcy of MUREP “Zh.”, the supervisory authority indicated the following.
As established during the trial, P. assisted the director of MUREP “Zh.” K. in committing actions that knowingly entail the inability of the specified legal entity to carry out its activities. This is evidenced by the fact that, under the influence of persuasion on the part of K., by sending a letter to P., the latter agreed to take actions aimed at illegally withdrawing MUREP “Zh.” most municipal property used in the operation of the enterprise. At the same time, P. realized that as a result of the seizure of this property, the enterprise would not be able to carry out its statutory activities, realize the goals and objectives for which it was created, would not be able to make settlements with creditors who would suffer major damage, and bankruptcy would occur. Thus, P. entered into a criminal conspiracy with K., aimed at the deliberate bankruptcy of MUREP “Zh.”.
Witness testimony during the trial confirmed that friendly relations developed between K. and P.. The nature of their relationship, as well as the intent of the convict P., is evidenced by the fact that the letter from K. about the seizure of the property of MUREP “Zh.” was not registered in the journal of incoming correspondence of the district administration and was executed the next day.
Thus, the seizure of property from the economic management of MUREP "Zh." as a result, led to the impossibility of further implementation by this enterprise of statutory activities in the same volume, which led to a deterioration in its financial condition and solvency, as well as the impossibility of foreclosure on property that was in economic management enterprise, to repay the enterprise's obligations to creditors, and, as a result, to the inability of the specified enterprise to fully satisfy the requirements of creditors for monetary obligations and fulfill the obligation to make mandatory payments in a large amount.
Having considered the criminal case on the supervisory appeal of convicted P. against the verdict of the Dmitrovsky District Court of December 20, 2010, the cassation ruling of the Oryol Regional Court of February 11, 2011, and the decision of the Presidium of the Oryol Regional Court of April 12, 2012, the Judicial Collegium for Criminal Cases of the Supreme Court of the Russian Federation agreed with the conclusions lower courts on the validity of P.'s conviction for complicity in intentional bankruptcy, as well as in the commission by the head of the local government of actions that clearly go beyond his powers and entailed a significant violation of the rights and legitimate interests of organizations protected by law, the interests of society 6 .

Compliance with the requirements of the Code of Criminal Procedure of the Russian Federation when passing a sentence

Analysis judicial practice showed that when considering criminal cases and sentencing in relation to persons who committed deliberate bankruptcy in complicity, it is necessary to pay attention to the requirements of the Code of Criminal Procedure of the Russian Federation. Although the example of a court error described below can be called universal, the specificity of a deliberate bankruptcy committed by several persons dictates such a need.

In accordance with Art. 252 of the Code of Criminal Procedure of the Russian Federation, the trial is carried out in relation to the accused and only on the charge brought against him. According to the clarifications contained in the resolution of the Plenum of the Supreme Court of the Russian Federation of 29.04.1996 No. 1 “On the Judgment” (as amended by the Resolution of the Plenum of the Supreme Court of the Russian Federation of 06.02.2007 No. 7), the court should not allow wording in the verdict that indicates guilt in crimes of others. If the case against some of the accused is separated into a separate proceeding, the verdict states that the crime was committed by the defendant jointly with other persons, without mentioning their names.

From practice. The Presidium of the Moscow Regional Court, having checked the materials of the criminal case against M., who was convicted by the verdict of the Klimovsky City Court of the Moscow Region dated February 26, 2009 under Art. 196 of the Criminal Code of the Russian Federation to 2 years in prison without a fine, suspended probationary period for 2 years, came to the conclusion that it was necessary to change the sentence of the court on the following grounds.
As follows from the materials in the case, during the preliminary investigation in the criminal case against M., it was established that other persons were also involved in the crime of which M. was accused, the location of which at that time was not established.
However, in the descriptive and motivational part of the verdict, the court, when describing the criminal act committed by M., indicated that he committed the crime by prior agreement with specific persons: P.-S.Kh., P.V.V. and P.S.V., thus establishing the guilt of these persons. However, the proceedings against P.-S.Kh., P.The.The. and P.S.V. was not carried out.
Under such circumstances, the verdict of the court of first instance in relation to M. was changed by the decision of the supervisory court with the exclusion from its descriptive and motivational part of the indication of the commission of a crime under Art. 196 of the Criminal Code of the Russian Federation, P.-S.Kh., P.V.V. and P.S.V.
The Supervisory Court ruled that the crime under Art. 196 of the Criminal Code of the Russian Federation, committed by M. together with other persons, the criminal case in respect of which was separated into a separate proceeding. The rest of the verdict of the court of first instance was upheld 7 .

1 According to the Judicial Department of the Supreme Court of the Russian Federation (Form 10a), the number of convicts on the main Art. 196 The Criminal Code of the Russian Federation in 2011 amounted to 31 people, in 2012 - 26.
2 See: Review of the judicial practice of the Vologda Regional Court for the second half of 2010 (published on May 30, 2011) [ Electronic resource]. URL: http://oblsud.vld.sudrf.ru/modules.php?name=docum_sud&id=348(accessed 02.02.2013).
3 Official website of the Rostov Regional Court. URL: http://oblsud.ros.sudrf.ru/modules.php?name=sud_delo&srv_num=1&name_op=doc&number=535622&delo_id=4&text_number=1
4 Cassation decision of the Supreme Court of the Chuvash Republic dated August 23, 2012 in case No. 22-2796/2012 [Electronic resource]. URL: http://vs.chv.sudrf.ru/modules.php?name=bsr&op=show_text&srv_num=1&id=(date of access: 03.02.2013).
5 Cassation ruling of the Novgorod Regional Court dated September 18, 2012 in case No. 1-30-22-1361 [Electronic resource]. URL: http://oblsud.nvg.sudrf.ru/modules.php?name=sud_delo&srv_num=1&name_op=doc&number=158907&delo_id=4&text_number=1(date of access: 02.02.2013).
6 Ruling of the Judicial Collegium of the Supreme Court of the Russian Federation dated August 1, 2012 in case No. 37-D12-18.
7Decree of the Presidium of the Moscow Regional Court dated February 15, 2012 in case No. 44u-16/12[Electronic resource]. URL: http://base.consultant.ru/cons/cgi/online.cgi?req=doc .

When searching suitable job many faced with the vacancy "nominee director". The position sounds solid, the reward is worthy. A special attraction of the service is that you don’t have to do almost anything. Looks like the perfect job. But is everything as smooth as it seems? What pitfalls can be encountered? What responsibility for the formal management of the company can come?

Who is a nominee director

The nominal director of the organization is figurehead. He has a solid position, a representative office, a good salary, but is not the actual manager of the company.

To such an activity both legal and individuals . The practice of involving such a person is widespread not only in Russia, but also abroad.

Especially often formal management is used when opening companies in offshore zones or to maintain individual privacy. Such a tool is often used when, according to the laws of the state, only a person with the status of a citizen of the country can manage the company.

Why is it needed

There are several most common reasons that necessitate the involvement of a fictitious manager:

Nominee director provides an opportunity for the real owner not to “shine” under his own name. For the “sale” of his name and passport data, the fictitious leader receives a worthy encouragement. At the same time, he is required to comply with confidentiality conditions and perform some simple functions.

Functional duties of a fictitious leader

When hiring a nominee manager it is necessary to define the scope of his duties. Such relations are formalized by an agreement, which clearly spells out the powers of the fictitious director. Particular importance is given to the clause on property rights and the possibility of disposing of property.

Signing a contract most often accompanied by a power of attorney on the real owner, who, on its basis, can carry out any actions on behalf of the company.

If the holding of a fictitious position provides for the presence of a share of capital or shares in this company, then they are formally transferred to a figurehead. That is, upon receipt of them, the nominal founder waives in writing their rights to own and receive profit.

Typically, the formal manager has the following responsibilities:

presence at important meetings and negotiations;
the right to sign contracts and other documents;
opening sets;
presence at the workplace during the agreed time.

Nominee leader fully accountable to the real owner. Therefore, any of his actions are predetermined. Without confirmation from the actual owner of the business, he cannot sign anything, be present anywhere, and even more so open accounts.

Depending on the purpose of hiring a nominee manager, his terms of reference also change. The main thing is that he does not have the right to any independent actions in relation to the management of the organization.

What to fear

The nominee director is in plain sight. He signs transactions, payment documents and even financial statements. If the hiring took place in a reputable organization whose goal is to expand the business or hide information about its real owners, the risk for the figurehead is not great.

Contractual relations are signed with him, which describe not only his powers, but also his responsibilities. Often in a contract not only the total amount of remuneration is stipulated, but also incentive payments for certain actions. For example, signing a contract - 3 thousand rubles, a payment document - 500 rubles, and the like.

The contract goes a clear delineation of responsibility and restricts the access of a nominee to work with shares, large monetary and property transactions. That is, an “honest” business is planned, which requires a formal representative. Under such circumstances, the risk of liability for a fictitious director is minimal.

But if a formal leader is needed to create a fictitious company whose goal is tax evasion, fraud and other shadow activities, then responsibility will be higher than the reward for "work".

A fictitious director is necessary precisely so that the real owner can evade administrative or criminal liability.

Therefore, if, for all the attractiveness of the vacancy, it traces the creation of an illegal business, you should not agree to it. Unless the applicant is attracted by the fate of Fuchs, the formal director of the Golden Calf, who professionally served his sentence under any regime for other people's offenses.

How to calculate a dummy general

If we clearly consider legal side question - then the nominee director is one of the persons of the organization, who is legally responsible. By signing documents, contracts, financial statements, such a "manager" fixes his agreement with their content, so he will not be able to escape responsibility.

We will not consider a legitimate business, where all the actions of a nominee are regulated by the relevant contracts. Consider how to identify a fictitious director of a one-day firm that has come under the attention tax office or other law enforcement agencies.

Usually on such "setups" citizens agree, attracted by a solid reward. They are explained that there can be no criminal liability for nominal management, since the management of the company is carried out formally.

Most often from such a leader signing required constituent documents and personal information: passport, TIN and registration. Next he gets monthly premium without even appearing in the organization.

When investigative measures begin, the first person to whom they turn for clarification of circumstances is the director of the company. It is not difficult to calculate it, since all information about it is reflected in the state register.

As a rule, such a person cannot give any intelligible answers to questions about the activities of the company, the number of employees, their job responsibilities, and interaction with other organizations. He has no idea how the company is managed and what documents are signed.

As a result, the fictitious manager, is indirectly involved in shadow machinations. For such a "relative" participation specific criminal liability. As a result, it is the fictitious director who will have to prove his innocence, since he may simply not know the real owners of the business.

In this situation, it is very difficult to prove your non-involvement in a criminal act. Therefore, verbal statements about: “That I did not sign anything! I didn't participate in anything!" are weak and hard to prove.

What is the responsibility under the laws of the Russian Federation

There is no clear legal definition of the term “nominee director” or “servants of formal management” in Russian legislation. However, the penalties are clearly defined.

Article 173.2 just determines the penalties for citizens who have submitted the original or a copy of their passport to register an enterprise. Persons who issued a power of attorney, which makes it possible on their behalf to open and register a company, are also liable.

If a "nominal director" is found guilty under this article, he faces the following punishment:

recovery in favor of the state of a fine in the amount of 100 to 300 thousand rubles;
fine equal to the average annual wages directors for the calendar year;
obligatory public Works for the benefit of the state no more than 240 hours, but no less than 180 hours;
forced involvement of a "fictitious director" to work for a period of up to 2 years.

Such a punishment can hardly be called a "minor risk" for a small reward.

Article 173.1 provides for severe penalties for the illegal organization or liquidation of a legal entity. That is, a person who is not actually the founder of the company, but who provided information about himself, which was then entered into State Register, is a criminal.

For such an act, the following punishment is provided:

At the same time, Russian legislation clearly defines citizens qualified as nominees. And this is just a “nominee director”, that is, a person who does not actually manage the organization, but “sold” his name.

If it is found that the criminal act was committed by a group of persons, then the level of punishment increases significantly. A dummy figurant can be deprived of liberty for up to 5 years. This is a very expensive fee for their services.

There is no easy money and you have to pay for everything in this life. Before agreeing to be a figurehead for a substantial reward, it is worth considering whether the temporary income is worth imprisonment or significant fines. Don't give in to persuasion. Do not hand over your passport even to friends who persuade you to temporarily be the founder of the company. As soon as the first problems arise, the friends will disappear, and the fictitious director will have to personally bear responsibility for everything.

This video contains Additional Information on the liability of a fictitious director.