When a state’s companies answer for its debts: the alter ego doctrine, 1896–2026

Vereenzelviging (identification) or misbruik van identiteitsverschil (abuse of separate identity). Both are decided under the law of the company’s incorporation.

Article 435(3) of the Dutch Code of Civil Procedure lets a creditor attach a third party’s assets if that party is identified with the debtor or abuses its separateness. In interim proceedings, a “quite conceivable” abuse is enough to keep an attachment.

• Immunity presumption: state property is presumed immune, so the creditor must show a non-public purpose (Hoge Raad 2020 and 2023).
• Abuse of process: courts treat attempts to circumvent immunity as abuse.
• Disclosure: creditors must tell the court about earlier setbacks.

The DTEK merits case and the remitted Zhnyva and Slavutich recognition cases are pending in The Hague. Interim cassation is open.

High: currently the most creditor-receptive forum in Europe.

Alter ego under Bancec: a strong presumption that a state-owned company is separate from the state, rebuttable in two ways. A company owned by the state only indirectly is not an “agency or instrumentality” under the FSIA at all (Dole Food v. Patrickson, 2003), so creditors must use ordinary veil-piercing against it.

The presumption falls if the state controls the company so extensively that a principal–agent relationship arises, or if respecting separateness would work fraud or injustice. Courts weigh five factors from Walter Fuller, endorsed in Rubin:

• the state’s economic control
• whether profits go to the state
• whether officials manage day-to-day affairs
• whether the state is the real beneficiary
• whether separateness lets the state use U.S. courts while avoiding its obligations.

The circuits apply this differently:

• Third Circuit (Delaware): extensive control alone is enough, and status is judged as of service of the writ.
• Second Circuit (New York): requires “significant and repeated control over day-to-day operations.”
• D.C. Circuit: control must significantly exceed a normal parent’s supervision. Since 2025 it also analyzes alter ego separately for due-process purposes.

• FSIA §1610(a): state property in the United States is attachable only if used for a commercial activity there. Alter ego property is treated as the state’s own.
• FSIA §1610(b): agency property is reachable more broadly, but only for the agency’s own debts.
• FSIA §1610(c): a court order is needed before attachment.
• FSIA §1611(b)(1): central-bank property is protected even if the bank is an alter ego.
• Discovery: post-judgment discovery into the debtor state’s worldwide assets is allowed (Argentina v. NML, 2014).
• Sanctions: OFAC licenses are required to execute on blocked Venezuelan or Russian property (FAQ 808, 31 CFR §587.202).

• CITGO sale: the court approved a sale of about $5.9B to Amber Energy on November 25, 2025 (order). The Third Circuit heard the appeal on October 21, 2026.
• Girard Street v. PDVSA: the Second Circuit has yet to rule on whether PDV Holding is PDVSA’s alter ego.
• Petersen (YPF): the Second Circuit reversed the judgment on March 27, 2026. A certiorari petition is pending (No. 26-442).
• Exxon v. CIMEX: the Supreme Court held on June 23, 2026, that Helms-Burton strips Cuban SOEs of immunity. On remand, the link between CIMEX’s Panamanian affiliate and its Cuban parent is still open (SCOTUSblog).
• Havlish v. Taliban: a certiorari petition on the Afghan central bank’s reserves goes to conference on November 6, 2026 (No. 26-292).

Medium overall: high in Delaware, low in New York.

The federal State Immunity Act separates the state from its “agency,” a legal entity that is an organ of the state but separate from it. In Quebec, courts add a civil-law veil test. A body with public functions can also be treated as the state itself, as an “inseparable organ.”

Alter ego status alone does not let a creditor reach a commercial SOE. Article 317 of the Civil Code of Québec requires fraud, abuse of right or a breach of public order. A statutory body exercising sovereign functions under tight state control may be treated as the state.

• State Immunity Act ss. 2 and 12: an agency’s property is exposed only for the agency’s own debts.
• Quebec procedure: ex parte pre-judgment seizure against a foreign state is available.
• IATA: its Montreal headquarters makes airline and airport receivables a practical target.

The Supreme Court of Canada refused leave in both Devas matters (2023 and September 2025). We have not verified what happened to the seizure afterward.

Medium: strict for commercial SOEs, but open to treating public-function bodies as the state.

Émanation de l’État: a state entity whose assets can be seized for the state’s debts.

Two conditions must both be met, as restated by the Cour de cassation on June 17, 2026:

1. the entity lacks, under its statutes, enough functional independence to be autonomous from the state in law and in fact
2. its assets are mixed with the state’s.

State control alone has never been enough (Benvenuti & Bonfant, 1987). Since 2026 the label is also set aside if it would compromise the objectives of EU measures.

• Sapin II (CPCE arts L.111-1-1 to L.111-1-3): any measure needs prior authorization from the enforcement judge in Paris. The asset must be used for non-public purposes and connected to the entity sued. Diplomatic property needs an express and specific waiver.
• Frozen funds: prior authorization from the Treasury is required.
• Notice: the emanation itself must be notified of the attachment.

Commisimpex keeps attaching assets of SNPC as an emanation of the Republic of Congo. The Versailles Court of Appeal ruled on May 7, 2026 (Jus Mundi).

Medium: the most developed doctrine in Europe, but procedure has tightened.

Real owner and simulation. Courts look through sham trust or nominee arrangements to the state as true owner.

Who in substance owns the asset, and does it serve a public purpose?

Article 1412quinquies of the Judicial Code requires the attachment judge’s prior authorization, plus conditions mirroring Article 19 of the UN Convention. The Constitutional Court largely upheld this in 2017 (Legal 500).

Creditors of Spain have attached Eurocontrol payments owed to the air-navigation operator ENAIRE. A Brussels court released €75.8M on October 20, 2026, on EU-law grounds (elEconomista). Other attachments remain.

Medium.

No settled doctrine has been published. Luxembourg matters as the seat of SOE holding companies.

Not stated in published decisions. Attachment orders are usually granted ex parte and rarely reasoned in public.

Customary immunity applies. Luxembourg is not a party to the UN Convention but is a party to the European Convention of 1972.

In October 2026 a court froze ČEZ’s stakes in the Luxembourg holdings of the Czech gas network GasNet over a debt of the Czech Republic to Diag Human. ČEZ is challenging the freeze (Radio Prague).

Medium: easy to obtain a freeze, uncertain to keep it.

Real owner. Swedish courts do not pierce veils. They ask who actually owns an asset and what it is used for.

An asset in an entity’s name belongs to the state if the entity only manages it. A central bank’s immunity covers only property with a “clear connection” to monetary policy.

Sweden is a party to the 2004 UN Convention.

Nothing new on SOEs since 2023.

Medium: high for sovereign-fund assets held through central banks.

Real owner, as in Sweden.

Whether the state is the true owner of property held by a state enterprise.

Norway is a party to the 2004 UN Convention and applies its protected categories, including cultural heritage, as custom.

• Yukos Capital has announced an appeal (Dagens PS).
• On September 2, 2026, Naftogaz had the Russian vessel Professor Molchanov arrested in Svalbard (Sysselmesteren).

Medium.

No Indian court has treated a foreign SOE as a foreign state’s alter ego. Three separate lines of law are relevant:

• Restrictive immunity: judge-made.
• “State” under Article 12: a domestic public-law test.
• Ordinary veil-lifting: company-law piercing.

• Immunity: commercial dealings carry no immunity, even for a state airline (Ethiopian Airlines v. Ganesh Narain Saboo (2011) 8 SCC 539).
• Veil-lifting: the veil may be lifted where public policy or the enforcement of settled obligations requires it. The Delhi High Court did this in 2023 to treat Delhi Metro as an alter ego of the Indian governments (DAMEPL v. DMRC). The award was later set aside.

• CPC s.86: Central Government consent is needed to sue a foreign state or execute a decree against its property.
• Awards: no consent is needed, and an arbitration clause is an implied waiver (KLA Const. Technologies v. Embassy of Afghanistan, Delhi HC 2021).

The DAMEPL award was set aside on curative review in April 2024. We could not verify the outcome of the appeal against KLA.

Medium: pro-enforcement against states, but untested for foreign SOEs.

The UAE has three court systems with different answers. None has yet attached an SOE’s assets for a foreign state’s debt.

• Onshore courts: no codified state-immunity or alter ego doctrine.
• DIFC Courts: treat immunity as a common-law procedural matter and decide whether an entity is separate from its state under the Gécamines test.
• ADGM Courts: apply English common law, but have no ruling on state immunity yet.

In Fal Oil v. Sharjah Electricity and Water Authority (DIFC, 2021) the court asked whether the entity is so intertwined with the state that it should be treated as the state. Constitution, control and functions all count, and none decides alone. Separate personality weighs heavily, and the authority was held separate, so it had no immunity.

• Onshore: public property of the federation or an emirate cannot be attached. This protects UAE property, not foreign states’ property.
• DIFC: immunity from execution is decided asset by asset. An express waiver “for itself and its assets” covers execution (Pearl Petroleum v. Kurdistan Regional Government, 2017). Execution outside the DIFC goes through the onshore Dubai Courts.

No immunity ruling in 2024–2026.

• DIFC: Medium.
• Onshore and ADGM: Low and untested.

Under the State Immunity Act 1978 a state-owned company is a “separate entity.” Creditors have three routes to its assets:

• Assimilation: show the company is in reality an organ of the state.
• Veil-lifting: under the narrow evasion principle in Prest v. Petrodel (2013).
• Beneficial ownership: show the state is the beneficial owner of the specific asset.

Gécamines (Privy Council, 2012) sets a “strong presumption” that separate status is respected. It is displaced only in “quite extreme circumstances,” where the entity’s affairs are “so closely intertwined and confused” with the state’s that it is not distinct “for any significant purpose.” Constitutional and factual control, even sovereign functions, are not enough.

• **SIA 1978:** state property is immune from execution unless in commercial use (s.13(4)). A head of mission’s certificate is evidence of non-commercial use (s.13(5)). Central-bank property is protected regardless of use (s.14(4)).
• Third party debt orders: they reach only debts owed to the judgment debtor itself (AIG v. Kazakhstan, 2005, Continental Transfert v. Nigeria, 2009).
• ICSID awards: no immunity at registration (Spain v. Infrastructure Services, [2026] UKSC 9).
• New York Convention: ratifying it is not a waiver of immunity (CC/Devas v. India, [2026] EWCA Civ 797).

In 2026 the courts made it easier to get a judgment against a state but not to execute against its companies. We found no reported English decision since 2012 that disregarded an SOE’s separateness in favor of the state’s creditor.

Low.

The Foreign States Immunities Act 1985 treats a “separate entity” as distinct from the state. We found no Australian alter ego case.

Separate entities are immune only for sovereign acts. Separateness is presumed, and courts enforce awards against the entity itself, not the state.

Execution is allowed only against commercial property. Bank accounts of the state were held not to be commercial property.

CCDM Holdings v. India [2026] HCA 9 held that ratifying the New York Convention is not a waiver of immunity.

Low.

Under the State Immunity Act 1979, an entity distinct from the executive organs of government and able to sue and be sued is not the state (s.16). Alter ego claims otherwise run through ordinary veil-lifting under the law of the place of incorporation.

Separate personality is not decisive, but “caution is warranted” before treating such an entity as a government department (CMC di Ravenna v. Kathmandu Water, [2025] SGHC(I) 16). For veil-lifting, the question is whether the company was carrying on its controller’s business. Sole control of a bank account is not enough (Eng Teng Cheng v. Buenos Aires, [2024] SGCA 15).

• State property is immune from execution without written consent (s.15). Submitting to jurisdiction is not consent.
• The exception covers property in commercial use. Central-bank property is never treated as commercial (s.16(4)).
• An arbitration agreement removes immunity from adjudication only (s.11).

Russia had 14 days after the September 2026 appeal ruling to raise remaining challenges to the Yukos enforcement orders. We found no Singapore case treating a foreign SOE as the state.

Low for alter ego, high for enforcement against the state itself.

China’s Foreign State Immunity Law (in force since January 1, 2024) adopts restrictive immunity. It covers organizations exercising sovereign authority but says nothing about SOEs. Hong Kong treats PRC state entities under Crown immunity and decides it by a control test.

• Mainland: an SOE without sovereign functions is not a “foreign state.” Practitioners read this to mean an award against a state cannot be enforced against its SOEs.
• Hong Kong: asks whether the entity has independent powers and how far the central government controls it. In TNB Fuel v. China National Coal [2017] HKCFI 1016 a commercial SOE was denied immunity and a charging order was made over its shares.

• FSIL arts 13–15: execution only on an express waiver, on earmarked property, or on commercial property in China connected to the case. Central-bank and diplomatic property are protected.
• FSIL art 21: reciprocity.
• Supreme People’s Court notice of March 2025: such cases are channeled to 31 designated courts.
• Hong Kong: DRC v. FG Hemisphere (2011) applied absolute immunity, so a creditor could not reach sums Chinese SOEs owed to the DRC.

• No reported decision yet applies the FSIL.
• Hong Kong courts have not yet said how the shift to restrictive immunity applies there.
• A Wuhan claim against Missouri (filed April 2025) tests reciprocity.

Low.

Formal separateness: the account holder or registered owner is the debtor. We found no German decision since 2010 piercing from a state to its SOE.

Immunity follows the purpose of the asset, not the legal form of the holder.

Customary international law applies through Article 25 of the Basic Law, and Germany is a party to the European Convention of 1972.

Nothing reported on SOE alter ego.

Low.

Separate personality is respected. Durchgriff (piercing) is allowed only for abuse.

Assets that appear to belong to the state can be provisionally attached, with ownership left to a third-party claim procedure (NOGA v. Russia, BGE 134 III 122). Three conditions apply: the claim arises from commercial activity, it has a sufficient Swiss connection, and the asset does not serve sovereign purposes.

The Swiss-connection requirement (Binnenbeziehung) applies even to New York Convention awards (BGE 144 III 411). Sanctions can also defeat an attachment.

In January 2026 the Federal Supreme Court lifted an attachment obtained by a creditor 41% controlled by a sanctioned Russian entity (Lalive).

Low.

In Austria Durchgriff means piercing upward, from the company to its owners. There is no rule for reaching a company’s assets for its owner’s debts. Whether a state entity’s conduct counts as the state’s is a separate question of attribution.

Execution runs only against the person named in the enforcement title (OGH 3 Ob 47/00h, 2000). In 2022 the Supreme Court noted that Libyan agencies have their own legal personality. Their conduct is attributable to Libya only under the state’s effective control or authorization (Strabag v. Libya, OGH 3 Ob 80/22v).

• There is no immunity statute, and customary law applies.
• Where immunity is doubtful, the court asks the Justice Ministry for a declaration, which is not binding.
• Enforcement against immune persons runs through the ministries (§31 EO).
• Austria is a party to the 2004 UN Convention and the 1972 European Convention.

In Naftogaz v. Russia a Vienna court authorized execution against more than 20 properties registered to Russia itself, worth over €120M (ORF). An appeal court upheld this on March 31, 2026, leaving immunity to be tested property by property. This is not an alter ego case.

Low for SOE assets, though a good venue for property held by the state itself.

Levantamiento del velo (veil-lifting). Spain’s immunity statute treats state agencies as “the State” only when they exercise sovereign authority. A state company with its own personality is not the state in commercial claims.

Veil-lifting is exceptional and subsidiary. The creditor must prove abuse of personality, such as undercapitalization, confusion of assets, external direction or fraud (STS 673/2021).

Under Ley Orgánica 16/2015:

• execution requires consent, or property in Spain used for non-public purposes that has a “nexus” with the state sued (art. 17)
• central-bank and embassy assets and state ships are protected (art. 20)
• the Foreign Ministry gives a non-binding report.

There is no prior-authorization regime.

In February 2026 the Madrid High Court recognized a $33.7M ICC award against PDVSA and its affiliate CVP, with the SOEs themselves as debtors (CGPJ).

Low: the most open of the three southern European jurisdictions, but with no appellate authority.

Abuso della personalità giuridica (abuse of legal personality). It lets a company’s creditors reach its controlling shareholder, not the other way round.

A shareholder’s personal creditors cannot reach the company’s assets through this doctrine (Cass. ord. 20181/2022). By analogy, this blocks a state’s creditors from reaching SOE assets.

• Italy is a party to the 2004 UN Convention (Law 5/2013).
• Since 1992 no ministerial authorization is needed.
• A head of mission’s declaration creates a presumption that embassy accounts serve public purposes (DL 132/2014, art. 19-bis).
• Since 2024, foreign central-bank reserves at the Banca d’Italia cannot be attached (DL 92/2024, art. 11).

• Parliament has twice blocked enforcement against foreign states: the 2022 fund for victims of Nazi-era crimes, upheld by the Constitutional Court in 2023 (Corte cost. 159/2023), and the 2024 central-bank rule.
• Germany v. Italy remains pending at the ICJ.

Low.

Statutory separation. Under Article 126 of the Civil Code, the state does not answer for the entities it creates, and they do not answer for the state, unless a law says otherwise. Veil-piercing (снятие корпоративной вуали) exists, but only as an exception.

• Plenum of the Supreme Court: subsidiary liability of a controlling person is an “exceptional mechanism” (Resolution No. 53 of December 21, 2017).
• Economic Disputes Chamber (October 8, 2025, No. 305-ЭС24-22418): “mere corporate links” are not enough (commentary).
• Foreign SOEs: we found no Russian case treating one as its state’s alter ego. On these rules, a Russian court would likely refuse.

Federal Law No. 297-FZ of November 3, 2015 provides:

• restrictive immunity
• a functional definition: an organization counts as the state only when it actually exercises sovereign authority (art. 2)
• reciprocity (art. 4)
• rules on enforcement measures (arts. 14–16).

Articles 248.1 and 248.2 of the Arbitrazh Procedure Code give Russian courts exclusive jurisdiction over disputes involving sanctioned persons and allow anti-suit injunctions. For example, a 2024 injunction barred Uniper’s arbitration against Gazprom Export on pain of a €14.3B penalty (A56-16212/2024).

• In the Netherlands, the DTEK merits case and the remitted Zhnyva and Slavutich cases are pending against Russian SOE assets.
• In Norway, Yukos Capital’s appeal over Trust Arktikugol property is pending.

Low in Russian courts. Russian SOEs abroad face the risk under the law of each forum, as the Dutch cases show.