IIDF venture fund asked Supreme Court to return unprofitable startup to founder

Two other founders, Alexandra Tishchenko and Yaroslav Markin, participated as third parties, as well as Amplifer itself and MIFNS No. 46 in Moscow.

IIDF, through Frii Invest LLC, owns 4% of the startup. The fund’s claims against the founder are related to the fact that he withdrew his capital without fulfilling his obligations to the LLC. The fund claims that it discussed with the founder of the startup the voluntary liquidation of the company due to lack of profits and the advisability of continuing activities, but the founder decided to abandon this idea and left the LLC.

Now “Frii Invest” is trying, through the courts, to recognize the agreement on the withdrawal of Gadzhibalayev from the founders as illegal and to cancel the registration in the Unified State Register of Legal Entities. The plaintiff submitted to the court of first instance electronic correspondence with the defendant, in which he discussed the need for the voluntary liquidation of the startup and the alleged abuse of rights by the founder.

The court of first instance rejected the merits, citing the company’s charter, which provides for the right of a participant to leave the LLC regardless of the consent of other persons, and insufficient evidence of adverse consequences for the startup due to the decision. by Gadzhibalayev. The court decision also stated that the fund has the opportunity to bankrupt the startup instead of liquidating it.

“The plaintiff’s arguments essentially boil down to the fact that he will currently be forced to liquidate the company on his own,” the court filing says.

The IIDF also lost the case on appeal and in cassation, but hopes that the Supreme Court will side with it.

According to Krylova, the problem is not in the exit itself, but in the period in which the participants want to exercise this right, in the state in which they leave their business. Thus, in 2022, the startup’s net loss amounted to 5.4 million rubles, and revenue to 12.3 million rubles. No data provided for 2023.

According to the IIDF, the founder allegedly paid everyone’s salaries and bonuses in December 2022 and sold equipment to former employees. At that point, the startup no longer had money, property or employees, according to the venture fund. RB.RU was unable to obtain a comment from the founder or verify this information.

“Our goal is to create a judicial precedent: the court will have to resolve a legal dilemma with a “moral burden.” Should you leave your partners and rush for the exit when you realize things have gone wrong for you, or honestly try to find a solution together? “Every drop wears away the stone, there are many such cases in the risk market, and we are sure that one day judicial practice will fully function, turning its face towards those who today find themselves in a hopeless situation due to dishonest actions. . of their partners,” Krylova said.

The IIDF claims that the Amplifer service itself proposed carrying out a voluntary liquidation, to which the fund agreed. In December 2022 it announced the closure without going through a liquidation procedure, leaving the fund with its financial obligations, including those of creditors.

“The Fund was left with a ‘mannequin’ on its hands, unable to alleviate the burden,” says the IIDF commentary provided by RB.RU.

The IIDF also noted that in August 2023 they filed a lawsuit against all founders who left the LLC in order to de jure reestablish their participation in the LLC and correctly carry out the liquidation procedure, subsequently the claims remained only against one founder and director general; – Natik Gadzhibalaev.

• Gadzhibalaev resigned from his LLC membership on March 17, 2023, and MIFTS made an entry in the Unified State Register of Legal Entities about the termination of his obligations in relation to Amplifer, according to court documents. According to Kontur.Focus, the founder owned 19.2% of the company, and Markin and Tishchenko each owned 38.4%.
• Amplifer was closed in December 2022, currently 96% of the shares of Amplifer LLC are on the balance sheet of the legal entity, Frii Invest owns 4%.
• Representatives of the fund previously explained that the closed service is on the balance sheet of Frii Invest and the Fund cannot correctly carry out the procedure for its liquidation.
• In April, RB.RU wrote that the appeal sent the IIDF case against the closed Amplipher service to the court of first instance.