A director answers to the company for losses if it is proven that he or she acted in bad faith or unreasonably (Article 53.1 of the Civil Code of the Russian Federation). An AI agent changes nothing here: the decision to give an agent rights to payments, data or correspondence with clients is a decision of management. If an agent caused the company losses, the court will assess not the agent but how the director organized its selection, rules and control, using the criteria of Resolution No. 62 of the Plenum of the Supreme Arbitration Court of the Russian Federation of 30 July 2013.
This page describes Russian law. “Director” here means the chief executive, in Russian practice usually the general director; Resolution No. 62 uses the word for members of the board and of the management board as well. Quotations from Russian legal acts below are our translation; the official texts are in Russian.
In brief
- Under Article 53.1 the director answers to the company. Losses are recovered by the company or its members (Civil Code, Article 53.1, point 1). To clients and counterparties, the company itself answers for the agent’s action; see the page on who is liable for AI mistakes.
- Fault is required: bad faith or unreasonableness, including actions that did not correspond to the ordinary conditions of civil commerce or the ordinary business risk.
- Good faith and reasonableness are presumed (Civil Code, Article 10, point 5), and losses alone do not rebut the presumption (Resolution No. 62, point 1).
- Unreasonable means deciding without the necessary information or without the internal procedures adopted in the company; separately, organizing the management system improperly (Resolution No. 62, points 3 and 5).
- Approval by the board does not release the director (Resolution No. 62, point 7), and an agreement releasing him or her from liability for bad-faith actions is void (Civil Code, Article 53.1, point 5).
When does a director answer to the company for losses?
Under Article 53.1, point 1 of the Civil Code, a person authorized to act on behalf of a legal entity must, at the request of the legal entity or its members, compensate the losses caused to it through his or her fault. Liability arises if it is proven that the director acted in bad faith or unreasonably, “including if his or her actions (inaction) did not correspond to the ordinary conditions of civil commerce or the ordinary business risk”.
In point 1 of Resolution No. 62, the Plenum of the Supreme Arbitration Court explains three important things:
- Losses by themselves prove nothing. Negative consequences that occurred while the director was in office “do not in themselves indicate bad faith and (or) unreasonableness of his or her actions (inaction)”, because they accompany the risky nature of business.
- The court does not review the economic expediency of decisions. The director is not liable if his or her actions did not go beyond the ordinary business risk.
- The claimant proves the case, but the director must explain himself or herself. The claimant proves bad faith or unreasonableness (Civil Code, Article 10, point 5). The director may give explanations, point to the causes of the losses and present evidence. If the director refuses to explain or the explanations are clearly incomplete, and the court considers such conduct to be in bad faith, the burden of proving that the director acted in good faith and reasonably may be placed on him or her.
Members of collegial bodies are liable in the same way, except those who voted against the decision or in good faith did not take part in the vote (Article 53.1, point 2), and so is a person who has the actual ability to determine the company’s actions (Article 53.1, point 3). Where losses are caused jointly, liability is joint and several (point 4).
What do courts consider bad faith?
Point 2 of Resolution No. 62 lists cases in which bad faith is considered proven. Among them:
- a conflict between the director’s personal interests and the interests of the company, unless the conflict was disclosed in advance and the director’s actions were approved in the established manner;
- concealing from the members information about a transaction made (in particular, if information about it was not included in the company’s reporting in breach of the law, the charter or internal documents), or giving them false information about it;
- a transaction without the approval of the company’s bodies required by law or the charter;
- withholding documents after the director’s powers have ended;
- a case where the director “knew or should have known” that his or her actions did not serve the company’s interests at the time they were taken.
For AI agents, the second case is worth keeping in mind. If an agent made a transaction on behalf of the company and information about it did not reach the reporting required by law, the charter or internal documents, or the members were given false information about it, this argument may be turned against the director.
What counts as an unreasonable decision when deploying AI?
Under point 3 of Resolution No. 62, unreasonableness is considered proven, in particular, when the director:
- made a decision without taking into account information known to him or her that mattered in the situation;
- before making the decision, did not take the steps to obtain the necessary and sufficient information that are usual in business practice in similar circumstances, in particular if it is proven that, in the circumstances, a reasonable director would have postponed the decision until additional information was obtained;
- made a transaction without following the internal procedures usually required or adopted in that legal entity for similar transactions (for example, approval by the legal department or the accounting department).
Under point 5, the director is liable for losses when he or she chose, or controlled the actions of, representatives, counterparties and employees in bad faith or unreasonably, and in the case of “improper organization of the management system of the legal entity”. Violations of the company’s usual selection and control procedures may indicate bad faith and unreasonableness.
Point 5 contains a reservation in the director’s favour: the court takes into account whether such selection and control were part of his or her direct duties, given ordinary business practice and the scale of the company. In a large company a director is hardly expected to check every action of an agent in person, but the procedure by which others check them is already a matter of how management is organized. The court also checks the opposite: whether bringing in third parties was an attempt to avoid liability.
Translated to deploying an agent, the questions to the director will be these:
| Criterion of Resolution No. 62 | Question when deploying an AI agent |
|---|---|
| Decision without regard to known information (point 3, subpoint 1) | Were the agent’s risks known (incidents, errors in testing, warnings from the security team), and were they taken into account? |
| Failure to obtain necessary information (point 3, subpoint 2) | Was it assessed before launch what actions the agent can perform and what harm they can do? |
| No internal procedures (point 3, subpoint 3) | Did granting the agent rights to payments and data go through the same approvals an employee with such rights would? |
| Selection and control, organization of management (point 5) | Are there rules for what the agent may do, who is responsible for it and how each of its actions is checked? |
Does approval by the board release the director?
No. Under point 7 of Resolution No. 62, approval of an action by collegial bodies or members, or acting on their instructions, is not in itself a ground for refusing to recover losses: the director “bears an independent duty to act in the interests of the legal entity in good faith and reasonably”. Together with the director, the members of the collegial body who approved the transaction are jointly and severally liable; those who voted against it or in good faith did not take part in the vote are not.
Nor can liability be excluded in advance: an agreement eliminating or limiting the liability of the director and of members of collegial bodies for bad-faith actions, and in a public company for bad-faith and unreasonable actions, is void (Civil Code, Article 53.1, point 5).
How does a log of the agent’s actions help in a dispute?
A dispute over losses is a dispute about what the director knew and did before the incident. Under point 1 of Resolution No. 62, the director may explain the causes of the losses (for example, the bad faith of a chosen counterparty, employee or representative, or unlawful actions of third parties) and present evidence. If there are no explanations or they are clearly incomplete, the burden of proof may shift to the director.
A log of the agent’s actions answers questions that would otherwise remain open:
- what exactly the agent did: which tool it called, with which parameters, and when;
- under which rule the action was allowed, or why it was not stopped;
- where the command came from: an employee, a document or an email (this matters in prompt injection);
- which rules management approved and whether they were in force at the time of the incident.
The value of a log in a dispute depends on whether it can be trusted. The other side will challenge a log that an administrator can silently correct. A log protected against retroactive changes and verifiable by a third party is harder to challenge: the director’s explanation rests on a record that can be checked. How to weigh such a record is for the court to decide. This is how the IS 3.0 architecture works: a person approves the rule, each action of the agent is checked against it before execution, and the decision is written to a verifiable log.
How do losses under Article 53.1 differ from subsidiary liability?
Losses under Article 53.1 of the Civil Code are recovered by the company or its members, and the director compensates them to the company itself. If a bankruptcy procedure has been introduced against the company, such a claim is heard in the bankruptcy case (Insolvency Law, Article 61.20, point 1). Subsidiary liability under Article 61.11 of the Federal Law “On Insolvency (Bankruptcy)” is tied to bankruptcy: the controlling person answers for the company’s obligations if the creditors’ claims cannot be paid in full because of his or her actions or inaction. The application is filed in the bankruptcy case (Article 61.14, point 1), and after the bankruptcy proceedings are completed or the case is terminated for lack of funds for the procedures, by the creditors (Article 61.14, point 3). A detailed comparison is on the page on who is liable for AI mistakes.
What a director should do before launching an agent
- Obtain and keep a risk assessment: what actions the agent can perform and what the worst outcome of each class of actions is.
- Grant rights to the agent through the usual procedures: the same approvals as for an employee with such powers.
- Approve the agent’s rules by a decision of the authorized body: amount limits, permitted recipients, data, a ban on deletion.
- Appoint a person responsible for each agent and for controlling its actions.
- Provide a log protected against retroactive changes, and a procedure for checking it.
- Review incidents and record what was changed after each one.
Frequently asked questions
Is a director liable for an AI agent’s mistake?
To the company, yes, if it is proven that he or she acted in bad faith or unreasonably (Civil Code, Article 53.1): for example, gave the agent rights without a risk assessment and without internal procedures, or did not organize control. Losses from the agent’s actions do not in themselves prove the director’s fault (Resolution No. 62 of the Plenum of the Supreme Arbitration Court, point 1).
What are unreasonable actions of a director?
Under point 3 of Resolution No. 62 of the Plenum of the Supreme Arbitration Court of 30 July 2013, in particular: a decision without regard to known information, without obtaining the necessary and sufficient information, and a transaction without following the company’s internal procedures. Under point 5, also bad-faith or unreasonable selection and control of employees, representatives and counterparties, and improper organization of the management system.
Does approval by the board release the director from liability?
No. Approval by a collegial body or by the members is not in itself a ground for refusing to recover losses (Resolution No. 62, point 7). Board members who approved the transaction are jointly and severally liable with the director, except those who voted against it or in good faith did not take part in the vote.
Who must prove the director’s fault?
The claimant, that is, the company or its members: good faith and reasonableness are presumed (Civil Code, Article 10, point 5; Resolution No. 62, point 1). But if the director refuses to explain his or her actions or the explanations are clearly incomplete, and the court considers this to be in bad faith, the burden of proof may be placed on the director.
How does a director’s liability under Article 53.1 differ from subsidiary liability?
Under Article 53.1 of the Civil Code, the director compensates losses to the company itself on a claim by the company or its members. Subsidiary liability under Article 61.11 of the Insolvency Law is tied to bankruptcy: the controlling person answers for the company’s debts to creditors if, because of his or her actions, their claims cannot be paid in full.
Sources
- Civil Code of the Russian Federation (Part One), as amended on 10 June 2026: Articles 10, 53.1 (in Russian), ConsultantPlus: https://www.consultant.ru/document/cons_doc_LAW_5142/
- Resolution No. 62 of the Plenum of the Supreme Arbitration Court of the Russian Federation of 30 July 2013 “On Certain Issues of Compensation of Losses by Persons Who Are Members of the Bodies of a Legal Entity” (in Russian), website of the Supreme Court of the Russian Federation: https://www.vsrf.ru/documents/all/17926/
- Federal Law No. 127-FZ of 26 October 2002 “On Insolvency (Bankruptcy)”, as amended on 4 August 2026: Articles 61.11, 61.14, 61.20 (in Russian), ConsultantPlus: https://www.consultant.ru/document/cons_doc_LAW_39331/
Checked against the primary sources: 17 October 2026. This page is a review of legal rules, not legal advice: a legal conclusion on a specific situation belongs to the organization’s lawyer.