When your company’s finances get sick, and you decide to help her by lending money, tell other creditors about her illness, because if she does not recover, you will not receive the loan back in bankruptcy, and if you have already received it, you will have to return it.
There are two ways for the owner to introduce money into his company: ① open — through corporate procedures, for example, increasing the authorized capital; ② closed — by providing a loan.
The second method, in contrast to the first, on the one hand, has an advantage, since it allows the owner of the company to receive part of the value of its property in bankruptcy on equal terms with independent creditors, but on the other hand, also to hide its poor financial position from them, violating their interests. which for the owner of the company means to behave in bad faith, since the law and order requires disclosing information that is important to him to his partner in order to avoid possible adverse consequences.
The Civil Code of the Russian Federation prohibits any of us from taking actions in circumvention of the law for an unlawful purpose and does not allow us to take advantage of illegal or dishonest behavior (paragraph 1 of article 10, paragraph 4 of article 1).
This is really important to know — no matter what kind of paper you have, only the court decides what your legal status is.
Therefore, for the arbitration court to recognize for the owner of the company in its bankruptcy status equal to that of an independent creditor, and not demote him to a participant in corporate relations, depriving this advantage and the opportunity to receive part of its assets, or not oblige him to return back previously received from the company as the return of the loan funds, when issuing a loan to your legal entity, you must behave in good faith, informing other creditors of its unsatisfactory financial condition, which is fully consistent with their interests.
Otherwise, the provision of a loan to the company will be recognized by the arbitration court as an action bypassing corporate procedures with the illegal purpose of hiding information from partners and retraining to relations to increase its authorized capital, and the inclusion of the requirement to return it to the register of creditors’ claims, as well as the status of an independent creditor, will be be considered as advantages that you are not entitled to derive from your unscrupulous behavior: the court will lower your status and will not let you into the register.
On the other hand, since the subsequent repayment of the loan after the granting of a loan is also an action within the framework of the structure of a loan relationship used to circumvent corporate rules against the interests of creditors, the payment by the company of the loan debt in your favor will likewise be recognized by the court as circumvention of the law for an unlawful purpose and an invalid transaction. as an unfair transaction that violates the requirements of the law, and you will have to return the funds received to the hedgehog yourself.
Why should the owners of a company be aware of its financial position? It is believed that those of them who voted for the nominee of the appointed leader know absolutely everything about the state of affairs. The law makes it possible to use oneself, but prohibits doing so in bad faith.