From corporate law perspective a liability in general is specified for all the company’s officials, e.g. not only for directors (members of the executive body), but also for members of the supervisory board and other company’s bodies, CFOs etc..
Such persons are by default liable for damages caused to a company by their actions or omissions in case of failure to observe the fiduciary duty principle. Moreover, specific legislation on LLCs and JSCs provide several additional grounds for their officials’ liability. This might be:
- non-compliance with conflict of interest, disclosure of trade secrets and confidential information rules
- failure to disclose the company's affiliates
- improper approval of high-valued and affiliated transactions, dividend payment etc.
The mentioned violations imply both compensation for damages and, in quite rare cases and for LLCs solely - termination of a director\officer contract without compensation payable (for violations related to confidentiality, affiliates and conflict of interest/restrictions on combination and non-compete clause). This can also include reimbursement of payments to the company (for example, in case of misleading shareholders of the company regarding its financial condition which affected payment of dividends).
As from labor legislation perspective both directors and other company officials may be liable for violation of trade union rights and labour rights of employees (particularly for delay in payment of wages etc) with placing either full or limited civil liability under labour law over them. Additionally, directors may bear disciplinary liability, for example in case of one-time gross violation of labour duties, truancy, etc.. Whether such disciplinary penalties be used as a warning or cause the director's dismissal is to be decided by the employer (shareholders).
Moreover, directors may bear administrative liability under the Code of Administrative Offences for incompliance with labour, tax, environmental laws etc.
A 2019 Insolvency Code and a 2018 LLC act stipulate (and recent Supreme Court judgments confirm) that a director\board may be brought to either joint and vicarious civil liability for the unpaid creditor claims if:
- not using early warning tools (as conveying an extraordinary shareholders' meeting and filing for insolvency) in case of the company's distress
- wrongful\reckless trade leading to the company's insolvency.