Reporting of joint-stock companies. Should joint-stock companies publish accounting (financial) statements? Terms of disclosure of information by joint-stock companies

Chapter 71. Disclosure of the annual accounting (financial) statements of a joint-stock company

71.1. Joint stock companies are required to disclose information in the form of annual accounting (financial) statements.

71.2. The annual accounting (financial) statements of a joint-stock company are approved by the general meeting of shareholders or the board of directors (supervisory board) of the joint-stock company, if the issue of approving the annual accounting (financial) statements is referred by the charter of the joint-stock company to its competence.

The accuracy of the data contained in the annual accounting (financial) statements of the joint-stock company must be confirmed by the audit commission (auditor) of the joint-stock company. The specified confirmation is not required if, in accordance with the charter of a non-public joint-stock company, an audit commission (auditor) is absent (not elected) or is elected (created) exclusively in cases provided for by the charter of a non-public joint-stock company, and such cases do not provide for confirmation (verification) of reliability data contained in the annual accounting (financial) statements of the joint-stock company.

71.3. The annual accounting (financial) statements of a joint-stock company must consist of a balance sheet, a statement of financial results and annexes thereto.

If the annual accounting (financial) statements of a joint-stock company are subject to mandatory audit in accordance with federal laws, such accounting (financial) statements must be disclosed together with an auditor's report expressing, in the prescribed form, the audit organization's opinion on its reliability.

71.4. The annual accounting (financial) statements of a joint-stock company are disclosed:

by publishing its text on a page on the Internet no later than three days from the date of drawing up the audit report expressing in the prescribed form the opinion of the audit organization on its reliability, but no later than three days from the date of expiration of the deadline established by the legislation of the Russian Federation for the submission of a legal copy of the compiled annual accounting (financial) reporting;

as part of the quarterly report of the joint-stock company - issuer for the first quarter in accordance with Section IV of these Regulations, if the joint-stock company - issuer in accordance with these Regulations is obliged to disclose information in the form of a quarterly report.

71.5. A non-public joint-stock company that has carried out (carried out) a public offering of bonds or other securities, which, in accordance with these Regulations, is not subject to disclosure requirements in the form of a quarterly report and notices of material facts, no later than two days from the date of the minutes ( the date of expiration of the period established by the legislation of the Russian Federation for drawing up the minutes) of the annual general meeting of shareholders or a meeting of the board of directors (supervisory board) of the joint-stock company (if the issue of approving the annual accounting (financial) statements is referred by the charter of the joint-stock company to its competence), at which the issue was considered on the approval of the annual accounting (financial) statements, is obliged to publish on the Internet page a message on the approval (not approval) of the annual accounting (financial) statements of the joint-stock company. If at the annual general meeting of shareholders or the meeting of the board of directors (supervisory board) of the joint-stock company, which considered the issue of approving the annual accounting (financial) statements of the joint-stock company, the said statements were not approved, the joint-stock company is obliged to indicate the reasons that served as the basis for this . The text of the specified message must be available on the Internet page for at least three years from the date of expiration of the period established by these Regulations for the publication of the text of the annual accounting (financial) statements on the Internet, and if the text of the annual accounting (financial) statements is published on the Internet Internet after the expiration of such a period - from the date of its publication on the Internet.

71.6. If the annual accounting (financial) statements of a non-public joint-stock company specified in paragraph 71.5 of these Regulations, not approved at the annual general meeting of shareholders or the corresponding meeting of the board of directors (supervisory board) of the joint-stock company (if the issue of approving the annual accounting (financial) statements referred by the charter of the joint-stock company to its competence), amendments were made and the annual accounting (financial) statements with the amendments were approved at an extraordinary general meeting of shareholders or a meeting of the board of directors (supervisory board) (if the issue of approval of the annual accounting (financial) statements is referred by the charter of the joint-stock company company to its competence), the joint-stock company is obliged to publish the text of such annual accounting (financial) statements on the Internet page no later than two days from the date of drawing up the protocol (the date of expiration of the period established by the legislation of the Russian Russian Federation for drawing up minutes) of an extraordinary meeting of shareholders or a meeting of the board of directors (supervisory board) of a joint-stock company.

71.7. The text of the annual accounting (financial) statements of the joint-stock company, together with the text of the audit report expressing in the prescribed form the opinion of the audit organization on the reliability of the annual accounting (financial) statements subject to mandatory audit in accordance with federal laws, must be available on the Internet page for at least three years from the date of expiration of the period established by these Regulations for its publication on the Internet, and if it is published on the Internet after the expiration of such a period - from the date of its publication on the Internet.

FUND "NATIONAL NON-STATE

ACCOUNTING REGULATOR

"ACCOUNTING METHODOLOGICAL CENTER"

(FUND "NRBU "BMC")

Developed

non-profit organization

FUND "NRBU "BMC"

Accepted 2013-04-08

(without meeting, upon request)

RECOMMENDATION R-36/2013
"DISCLOSURE OF INFORMATION BY A JOINT STOCK COMPANY"

DESCRIPTION OF THE PROBLEM

Does a joint-stock company need to publish explanations to its accounting (financial) statements in connection with the entry into force of Federal Law No. 402-FZ of 06.12.2011 "On Accounting" (hereinafter - Law No. 402-FZ)?

SOLUTION

1. Open joint stock companies are required to publish accounting (financial) statements in the media in the manner prescribed by the Order of the Ministry of Finance of the Russian Federation of November 28, 1996 No. 101 (hereinafter - Order of the Ministry of Finance No. 101).

2. The publication is made up of:

Balance sheet (in simple or abbreviated form);

Statement of financial results (in simple or abbreviated form);

Audit report (full text of the final part of the audit report, or opinion (assessment) of an independent auditor (audit firm) on the reliability of financial statements).

3. Joint-stock companies are not required to publish annexes and/or explanations to their accounting (financial) statements in the media. Publication is carried out no later than June 1 of the year following the reporting year.

These norms from 01.01.2013 are not based on the Law, but can be applied by the courts until the abolition of the Order of the Ministry of Finance No. 101.

4. Open joint-stock companies are obliged, in addition to the publication specified in paragraph 1 of this Decision, to publish accounting (financial) statements on the Internet in the manner prescribed by the Order of the Federal Financial Markets Service No. 11-46/pz-n dated 04.10.2011 /pz-n).

Closed joint-stock companies that conduct (carried out) a public offering of securities are required to publish accounting (financial) statements on the Internet in the manner prescribed by Order No. 11-46/pz-n of the Federal Financial Markets Service.

The publication is made up of:

Balance sheet;

Income statement;

Statement of changes in equity;

Cash flow statement;

Report on the intended use of the funds received (if any);

Other appendices (explanations) to the accounting (financial) statements included in the financial statements, drawn up in tabular and (or) text form;

Auditor's report (in the case of a mandatory audit) of accounting (financial) statements).

5. Publication is carried out no later than 2 days from the date of expiration of the deadline established by the legislation of the Russian Federation for the submission of annual accounting (financial) statements, and if the annual accounting (financial) statements of the joint-stock company are drawn up before the expiration of the specified period - no later than 2 days from the date of its compilation, and in the case of if the annual accounting (financial) statements of the joint-stock company are subject to mandatory audit - no later than 2 days from the date of drawing up the audit report.

6. In accordance with paragraph 3 of Order No. 11-46/pz-n of the Federal Financial Markets Service, these norms come into force 10 days after the day of official publication - 02/20/2012) and apply to accounting (financial) statements signed after 03/01/2012. These rules, in terms of open joint-stock companies that do not carry out (have not carried out) a public offering of bonds or other securities, are not based on Law, but can be applied by the courts up to the abolition of the relevant norms in the prescribed manner.

JUSTIFICATION OF THE DECISION

According to Art. 13 of Law No. 402-FZ, from 01.01.2013 the following rules apply: “Approval and publication of accounting (financial) statements are carried out in the manner and in cases established by federal laws. In case of publication of accounting (financial) statements, which are subject tomandatory audit, such accounting (financial) statements should be published together with the auditor's report.

Until 01/01/2013, the norms of the previously valid Federal Law of November 21, 1996 N 129-FZ "On Accounting" were applied (hereinafter - Law No. 129-FZ):

“Open joint-stock companies, banks and other credit organizations, insurance organizations, stock exchanges, investment and other funds created at the expense of private, public and state funds (contributions) are required to publish annual financial statements no later than July 1 of the year following the reporting one.

The publicity of financial statements consists in their publication in newspapers and magazines available to users of financial statements, or distribution among them of brochures, booklets and other publications containing financial statements, as well as in their transfer to the territorial bodies of state statistics at the place of registration of the organization for provision to interested users. .

Based on these norms, the Order of the Ministry of Finance No. 101 was issued, according to which:

“1.1. In accordance with the Federallaw“On Accounting” No. 129-FZ of November 21, 1996, the annual financial statements of open joint-stock companies are subject to mandatory publication no later than June 1 of the year following the reporting year.

The publicity of financial statements consists in their publication in newspapers and magazines available to users of financial statements, or distribution among them of brochures, booklets and other publications containing financial statements, as well as in their transfer to the territorial bodies of state statistics at the place of registration of the organization for presentation to interested users.

1.2. The publication of accounting statements is the announcement by the company of accounting statements in the mass media for general information.

The financial statements of the company are considered to be published in the mass media accessible to all shareholders of this company, if the publication actually took place in at least one periodical printed publication, which may be determined by the charter of the company or by the decision of the general meeting of the company.

This norm corresponds to the invalidated Law No. 129-FZ, while since 01.01.2013 it is not based on either Law No. 402-FZ or other Laws. Nor can it be applied subject to Art. 30 of Law 402-FZ. Thus, the Order of the Ministry of Finance No. 101 is subject to cancellation. At the same time, since Order No. 101 was registered with the Ministry of Justice of the Russian Federation on December 10, 1996 N 1209, it is formally valid until it is canceled in the prescribed manner by the Ministry of Finance of the Russian Federation, or it is declared invalid and not subject to application on the territory of the Russian Federation, in a judicial proceeding.

In parallel with the norms specified in clause 1, the norms of Art. 92 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies" (hereinafter - Law No. 208-FZ):

"1. An open society is required to disclose:

company's annual report, annual financial statements;

a prospectus for the company's securities in cases stipulated by the legal acts of the Russian Federation;

notification of holding a general meeting of shareholders in the manner prescribed by this Federal Law;

other information determined by the federal executive body for the securities market.

2. Mandatory disclosure of information by a company, including a closed company, in the event of a public placement of bonds or other securities by it, is carried out by the company in the amount and procedure established by the federal executive body for the securities market.

P. 2 Art. 92 of Law No. 208-FZ can be interpreted in two ways:

Option 1. Mandatory disclosure of information by a company (including a closed company), in the event of a public placement of bonds or other securities by it, is carried out by the company in the amount and procedure established by the federal executive body for the securities market.

Option 2. Mandatory disclosure of information by a company, including a closed company (in the event of a public placement of bonds or other securities by it), is carried out by the company in the amount and procedure established by the federal executive body for the securities market.

However, the absence of a comma after the phrase " or other securities testifies in favor of option 1. In the case of option 2, the phrase “ in case of public placement of bonds or other securities by him" should have been separated by commas. In the current version, the phrase " carried out by the company in the amount and manner established by the federal executive body for the securities market” applies" in case of public placement of bonds or other securities by the company” whether the society is open or closed.

According to Art. 2 of the Federal Law of April 22, 1996 No. 39-FZ "On the Securities Market":

“Public placement of securities - placement of securities by open subscription, including placement of securities at organized auctions. It is not a public offering of securities intended for qualified investors in organized trading.

At the same time, pursuant to Art. 92 of Law No. 208-FZ, the Order of the Federal Financial Markets Service No. 11-46 / pz-n was adopted. According to section 8.1 of the FFMS Order No. 11-46/pz-n:

An open joint stock company, as well as a closed joint stock company that has carried out (carrying out) a public offering of bonds or other securities (hereinafter referred to joint stock companies for the purposes of this Chapter of the Regulations), in addition to other information provided for by this Regulation, must disclose:

1) the annual report of the joint-stock company;

2) annual accounting (financial) statements of the joint-stock company;

3) the charter and internal documents of the joint-stock company regulating the activities of its bodies;

4) information about affiliated persons of the joint-stock company;

5) decision on the issue (additional issue) of securities of the joint-stock company;

6) additional information provided for by this chapter of the Regulation.

As follows from Order No. 11-46/pz-n of the Federal Financial Markets Service, the provision on disclosure of information by the Company was interpreted in contradiction with Law No. 208-FZ, based on the obligation to disclose relevant information by any open joint-stock company, and not only by a company that publicly places bonds or other securities. In addition, the FFMS Order No. 11-46/pz-n contains the following provisions, which confirm that in this aspect the FFMS Order No. 11-46/pz-n went beyond the limits established by Law No. 208-FZ.

“The obligation to disclose information provided for by this section of the Regulations arises:

for open joint stock companies - from the date of state registration of the open joint stock company;

for closed joint stock companies - from the date following the date of state registration of an issue (additional issue) of bonds or other securities of a closed joint stock company placed by public subscription (public offering).

Joint-stock companies are required to disclose information in the form of annual accounting (financial) statements.”

Thus, these norms, in terms of open joint-stock companies that do not (have not) public offering of bonds or other securities, are not based on the Law, but can be applied by the courts up to the abolition of the relevant norms in the prescribed manner.

Volume and procedure for disclosure of information by the Company

According to section 8.3 of the FFMS Order No. 11-46/pz-n:

“The annual accounting (financial) statements of a joint-stock company must contain:

balance sheet;

Profits and Losses Report;

appendices to the balance sheet and income statement, provided for by the regulations of the Russian Federation;

an auditor's report confirming the reliability of the annual accounting (financial) statements of the joint-stock company, if they are subject to mandatory audit in accordance with federal laws;

explanatory note.

The annual accounting (financial) statements of a joint-stock company are disclosed:

1) by publishing its text on a page on the Internet no later than 2 days from the date of expiration of the deadline established by the legislation of the Russian Federation for the submission of annual accounting (financial) statements, and if the annual accounting (financial) statements of a joint-stock company are drawn up before the expiration of the specified period - no later than 2 days from the date of its compilation, and if the annual accounting (financial) statements of the joint-stock company are subject to mandatory audit - no later than 2 days from the date of the audit report;

2) as part of the quarterly report of the joint-stock company - issuer for the first quarter in accordance withchapter Vof the Regulations if the issuer joint-stock company, in accordance with these Regulations, is obliged to disclose information in the form of a quarterly report.

If changes were made to the annual accounting (financial) statements of the joint-stock company, not approved at the annual general meeting of shareholders, and the annual accounting (financial) statements with the amendments were approved at the extraordinary general meeting of shareholders, the joint-stock company is obliged to publish the text of such annual accounting (financial) statements on the page on the Internet no later than 2 days from the date of drawing up the minutes (the date of expiration of the period established by the legislation of the Russian Federation for drawing up the minutes) of the extraordinary meeting of shareholders of the joint-stock company.

The text of the annual accounting (financial) statements of the joint-stock company must be available on the Internet page for at least 3 years from the date of expiration of the period established by these Regulations for its publication on the Internet, and if it is published on the Internet after the expiration of such a period - from the date of its publication on the Internet.

In accordance with Art. 14 of the Federal Law of December 6, 2011 N 402-FZ "On Accounting": “The annual accounting (financial) statements, except for the cases established by this Federal Law, consist of a balance sheet,reporton financial results and appendices to them.

According to the Order of the Ministry of Finance of the Russian Federation dated July 6, 1999 N 43n “On Approval of the Accounting Regulations “Accounting Statements of an Organization” (PBU 4/99)”:

"5. The financial statements consist of the balance sheet, income statement and losses, appendices to them and an explanatory note (hereinafter appendices to the balance sheet and income statement and an explanatory note are referred to as explanations to the balance sheet and income statement), as well as an auditor's report confirming the reliability of the organization's financial statements, if it is in subject to mandatory audit in accordance with federal laws.

According to the Order of the Ministry of Finance of Russia dated July 2, 2010 N 66n “On Forms of Accounting Statements of Organizations”, the following forms of appendices to the balance sheet and profit and loss statement were approved:

A)formstatement of changes in equity;

b)formcash flow statement;

V)formreport on the intended use of the funds received.

The same order establishes that other appendices to the balance sheet and income statement (explanations):

“a) are drawn up in tabular and (or) textual form;

Based on the foregoing, the publication is carried out as part of:

Balance sheet;

Income statement;

Statement of changes in equity;

Cash flow statement;

Report on the intended use of the funds received (if any);

Other appendices (explanations) to the accounting (financial) statements included in the financial statements, drawn up in tabular and (or) text form;

Auditor's report (in the case of a mandatory audit) of accounting (financial) statements).

: Mandatory disclosure of information to closed joint-stock companies applies only in the event of a public offering of bonds or other securities by them and is carried out by the company in the amount and manner established by the Bank of Russia (see Order of the FFMS of Russia dated 04.10.2011 No. 11-46 / PZ-N1 ).

As a general rule, the obligation to disclose information rests with open joint-stock companies. In accordance with Article 92 of the Federal Law of December 26, 1995 No. 208-FZ, an open joint-stock company is obliged to disclose the company's annual report, annual financial statements; a prospectus for the company's securities in cases stipulated by the legal acts of the Russian Federation; notification of holding a general meeting of shareholders in the manner prescribed by this Federal Law; other information determined by the Bank of Russia. In paragraph 1 of Art. Article 97 of the first part of the Civil Code of the Russian Federation establishes the obligation of an open joint-stock company to annually publish for general information the annual report, balance sheet, profit and loss account in accordance with the order of the Ministry of Finance of Russia dated November 28, 1996 No. 101.

Meanwhile, in accordance with clause 8.1.1 of Order No. 11-46/PZ-N of 04.10.2011 of the FFMS of Russia, mandatory disclosure of information applies to closed companies only in the event of a public offering by them of bonds or other securities and is carried out by the company to the extent and in the manner established by the Bank of Russia.

The rationale for this position is given below in the materials of "Systems Lawyer"

ORDER of the FFMS of RUSSIA No. 11-46/PZ-N DATED 04.10.2011 “On Approval of the Regulation on Information Disclosure by Issuers of Equity Securities”

"8.1. General provisions on mandatory disclosure of information by joint-stock companies

8.1.1. An open joint stock company, as well as a closed joint stock company that has carried out (carrying out) a public offering of bonds or other securities (hereinafter referred to collectively as joint stock companies for the purposes of this Chapter of the Regulations), in addition to other information provided for by this Regulation, must disclose: *

1) the annual report of the joint-stock company;

2) annual accounting (financial) statements of the joint-stock company;

3) the charter and internal documents of the joint-stock company regulating the activities of its bodies;

4) information about affiliated persons of the joint-stock company;

5) decision on the issue (additional issue) of securities of the joint-stock company;

6) additional information provided for by this chapter of the Regulation.

8.1.2. The obligation to disclose information provided for in this section of the Regulations arises:

for open joint stock companies - from the date of state registration of the open joint stock company;

for closed joint stock companies - from the date following the date of state registration of an issue (additional issue) of bonds or other securities of a closed joint stock company placed by public subscription (public offering).*

8.1.3. The obligation to disclose information provided for by this Chapter of the Regulations terminates for closed joint-stock companies that have carried out a public placement of bonds or other securities, simultaneously with the termination of the obligation to disclose information in accordance with this Regulation in the form of a quarterly report and notices of material facts.

8.3. Disclosure of the annual accounting (financial) statements of a joint-stock company

8.3.1. Joint stock companies are required to disclose information in the form of annual accounting (financial) statements.

8.3.2. The annual accounting (financial) statements of a joint-stock company shall be signed by the person holding the position (performing the functions) of the sole executive body of the joint-stock company, as well as by the chief accountant of the joint-stock company or the person exercising his functions.

The annual accounting (financial) statements of a joint stock company must be approved by the general meeting of shareholders of the joint stock company.

The accuracy of the data contained in the annual accounting (financial) statements of the joint-stock company must be confirmed by the audit commission (auditor) of the joint-stock company.

8.3.3. The annual accounting (financial) statements of a joint-stock company must contain:*

balance sheet;

Profits and Losses Report;

appendices to the balance sheet and income statement, provided for by the regulations of the Russian Federation;

an auditor's report confirming the reliability of the annual accounting (financial) statements of the joint-stock company, if they are subject to mandatory audit in accordance with federal laws;

explanatory note.

8.3.4. The annual accounting (financial) statements of a joint-stock company are disclosed: 1) by publishing their text on a page on the Internet no later than 2 days from the date of expiration of the deadline established by the legislation of the Russian Federation for the submission of annual accounting (financial) statements, and if the annual accounting (financial) statements of a joint-stock company of the company was drawn up before the expiration of the specified period, - no later than 2 days from the date of its preparation, and if the annual accounting (financial) statements of the joint-stock company are subject to mandatory audit - no later than 2 days from the date of the audit report; 2) as part of the quarterly the report of the joint-stock company - issuer for the first quarter in accordance with Chapter V of the Regulations, if the joint-stock company - issuer in accordance with these Regulations is obliged to disclose information in the form of a quarterly report.

8.3.5. A joint-stock company, which, in accordance with these Regulations, is not subject to disclosure requirements in the form of a quarterly report and statements of material facts, no later than 2 days from the date of drawing up the minutes (the date of expiration of the period established by the legislation of the Russian Federation for drawing up the minutes) of the annual general meeting of shareholders, at which the issue of approving the annual accounting (financial) statements was considered, is obliged to publish on the Internet page a message on the approval (non-approval) of the annual accounting (financial) statements of the joint-stock company.* If the annual accounting (financial) the reporting of the joint-stock company was not approved at the annual general meeting of shareholders, the joint-stock company is obliged to indicate the reasons that served as the basis for this. The text of the specified message must be available on the Internet page for at least 3 years from the date of expiration of the period established by these Regulations for the publication of the text of the annual financial statements on the Internet, and if the text of the annual financial statements is published on the Internet after the expiration of such a period, - from the date of its publication on the Internet.

8.3.6. If changes were made to the annual accounting (financial) statements of a joint-stock company that were not approved at the annual general meeting of shareholders, and the annual accounting (financial) statements with the amendments were approved at an extraordinary general meeting of shareholders, the joint-stock company is obliged to publish the text of such an annual accounting (financial) statements on the Internet page no later than 2 days from the date of drawing up the minutes (the date of expiration of the period established by the legislation of the Russian Federation for drawing up the minutes) of the extraordinary meeting of shareholders of the joint-stock company.

8.3.7. The text of the annual accounting (financial) statements of the joint stock company must be available on the Internet page for at least 3 years from the date of expiration of the period established by these Regulations for its publication on the Internet, and if it is published on the Internet after the expiration of such a period, — from the date of its publication on the Internet.*

8.3.8. Disclosure of annual accounting (financial) statements in accordance with these Regulations does not relieve open joint stock companies from the obligation to publish annual accounting (financial) statements in accordance with the legislation of the Russian Federation on accounting"

Professional help system for lawyers, where you will find the answer to any, even the most complex question.

For an accountant, the composition of the reporting of joint-stock companies is limited only to financial (accounting) and tax reporting, as well as various forms of statistical reporting. At the same time, Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies” (hereinafter referred to as Law No. 208-FZ) provides for the need to submit (for subsequent approval by the general meeting of shareholders) an annual report.

Before proceeding to consider the composition of the reporting of a joint-stock company (hereinafter referred to as JSC), we briefly recall what is meant by JSC.

JSC is recognized as a business company, the authorized capital of which is divided into a certain number of shares between its participants (shareholders). At the same time, the shareholders are not liable for the obligations of the joint-stock company, and their liability (the risk of losses associated with the activities of the joint-stock company) is limited to the value of the shares they own (clause 1, article 96 of Law No. 208-FZ).

The obligation to provide reports to JSCs is enshrined in clause 11, clause 1, article 48 of Law No. 208-FZ. So, the general meeting of shareholders (or the board of directors, if such a procedure is provided for by the charter of the JSC) is subject to approval:

Annual report;

Annual accounting (financial) statements of the company.

Important!

JSC is obliged to submit for approval of the meeting of shareholders, both the annual report and the annual accounting (financial) statements.

Annual accounting (financial) statements of JSC

The composition of the presented annual financial statements depends on the category of JSC.

For JSCs that are not related to small businesses, the reporting set includes:

Balance sheet;

Report on the intended use of the funds received (if necessary);

Other applications (explanations) to the financial statements.

JSCs related to small businesses fill out only 2 forms as part of their annual reporting:

Balance sheet;

Income statement.

Forms of annual financial statements are approved by the Order of the Ministry of Finance of the Russian Federation dated July 2, 2010 No. 66n.

In addition, if the JSC is subject to mandatory audit, then the audit report is also presented as part of the reporting.

Important!

From January 1, 2016, the list of JSCs related to small and medium-sized businesses will be significantly reduced. In this regard, JSCs are deprived of the right to “supervisory holidays” and the opportunity to submit simplified financial statements.

The fact is that Federal Law No. 209-FZ of July 24, 2007 “On the Development of Small and Medium-Sized Businesses in the Russian Federation” was amended to tighten the criteria for classifying joint-stock companies as small and medium-sized enterprises (Federal Law of December 29, 2015 No. No. 408-FZ). We are talking about such a criterion as the share of participation in the authorized capital of the company. The size of the total participation share matters only for limited liability companies (clause “a”, clause 1, part 1.1, article 4 of Law No. 209-FZ).

In order for a JSC to obtain the status of a small and medium-sized business, the following conditions must be met:

JSC shares circulating on the organized securities market should be classified as shares of the high-tech (innovative) sector of the economy;

The activities of JSCs are related to the practical application (implementation) of the results of intellectual activity, the exclusive rights to which belong to the founders (participants) - budgetary, autonomous scientific institutions;

JSC has the status of a Skolkovo participant;

Legal entities are state corporations (established in accordance with the Federal Law of January 12, 1996 No. 7-FZ "On Non-Commercial Organizations").

JSC annual report

The requirements for the content of the annual report are established in the Regulations on Information Disclosure by Issuers of Equity Securities, approved. Bank of the Russian Federation dated December 30, 2014 No. 454-P (hereinafter referred to as the Regulation). Thus, the annual report of the JSC must contain:

Information about the position of JSC in the industry;

Priority areas of activity;

Report of the Board of Directors (Supervisory Board) on the results of development in priority areas of activity;

Information on the volume of each of the types of energy resources used by the JSC in the reporting year in kind and in monetary terms;

Development prospects;

Report on the payment of declared (accrued) dividends on shares;

Description of the main risk factors associated with the activity;

Other information provided in Article 70.3 of the Regulations.

JSC disclosure

A public JSC is required to disclose the following information (Article 92 of Law No. 208-FZ):

Annual report and annual accounting (financial) statements;

Prospectus of securities;

Notice of holding a general meeting of shareholders;

Other information determined by the Bank of the Russian Federation.

A non-public JSC (with more than fifty shareholders) is required to disclose its annual report and annual accounting (financial) statements.

Mandatory disclosure of information by a company, including a non-public JSC, in the event of a public placement of bonds (other securities) by it is carried out in the amount and procedure established by the Bank of the Russian Federation. Currently, there is a Regulation on the disclosure of information by issuers of emissive securities, approved. Bank of the Russian Federation dated December 30, 2014 No. 454-P.

Recall that from September 1, 2014, all JSCs are divided into public and non-public companies. The main feature that distinguishes public JSCs from non-public ones is the placement of securities by open subscription for an unlimited number of persons, as well as the placement of securities at organized auctions (Article 2 of the Federal Law of April 22, 1996 No. 39-FZ "On the securities market papers").

Important!

For non-disclosure (violation of the procedure) and the timing of disclosure of information, administrative liability is established in the form of a fine (clause 2 of article 15.19 of the Code of Administrative Offenses of the Russian Federation): - on officials in the amount of 30 thousand to 50 thousand rubles. or disqualification of the head for a period of 1 to 2 years; - for legal entities - from 700 thousand to 1 million rubles.

The reporting of joint-stock companies includes financial (accounting), tax, statistical reporting, as well as an annual report, which must be approved by the general meeting of shareholders.

The general meeting of shareholders (or the board of directors, if such a procedure is provided for by the charter of the joint-stock company) is subject to approval of the following statements of the joint-stock company (clause 11, clause 1, article 48 of Law No. 208-FZ "on joint-stock companies"):

Annual report;

Annual accounting (financial) statements.

JSC tax reporting is submitted to the tax authorities in accordance with the generally established procedure (according to approved forms, depending on the applicable taxation system). The general rules for the presentation of statistical reporting are established by Law No. 282-FZ.

The requirements for the content of the annual report are established in the Regulations on Information Disclosure by Issuers of Equity Securities, approved. Bank of the Russian Federation No. 454-P (hereinafter referred to as Regulation No. 454-P).

Thus, the annual report of the JSC must contain:

Information about the position of JSC in the industry;

Priority areas of activity;

Report of the Board of Directors (Supervisory Board) on the results of development in priority areas of activity;

Information on the volume of each of the types of energy resources used by the JSC in the reporting year in kind and in monetary terms;

Development prospects;

Report on the payment of declared (accrued) dividends on shares;

Description of the main risk factors associated with the activity;

Other information given in Article 70.3 of Regulation No. 454-P.

The filling of the annual report of the JSC depends on the requirements of the JSC for such a report in the charter or internal documents of the JSC. For JSCs whose shares are in federal ownership, the approximate structure of the annual report is approved by Decree of the Government of the Russian Federation No. 1214.

The annual accounting (financial) statements of a JSC are disclosed by publishing their text on a page on the information and telecommunications network "Internet" provided by one of the distributors of information on the securities market, no later than three days from the date of drawing up an audit report expressing an opinion in the prescribed form audit organization on its reliability, but no later than three days from the date of expiration of the deadline established by the legislation of the Russian Federation for the submission of a mandatory copy of the compiled annual accounting (financial) statements (clause 71.4 of Regulation No. 454-P).

A mandatory copy of the prepared annual accounting (financial) statements is submitted no later than three months after the end of the reporting period (clause 2, article 18 of the Federal Law No. 402-FZ “On Accounting”).

The composition of the disclosed information depends on the type of joint-stock company (PJSC or JSC):

In addition, joint-stock companies that are subject to the requirements of Section V of Regulation No. 454-P on disclosure of information in the form of statements of material facts should disclose such information about information that, in the opinion of the issuer, has a significant impact on the value of its issue-grade securities.

If the issuer does not disclose any information that it is obliged to disclose, then it must indicate the reason for which such information is not disclosed to them.

The absence of information subject to disclosure in accordance with Regulation No. 454-P, without sufficient grounds, is the basis for holding the JSC liable, as well as for imposing restrictions on the circulation of securities in accordance with the legislation of the Russian Federation.

However, if the JSC is justified inability to comply with the requirement to disclose the annual accounting (financial) statements together with the auditor's report within the prescribed period, the JSC should disclose information on the non-disclosure of the annual accounting (financial) statements within the established period, indicating the grounds for which such statements were not disclosed within the established period. is revealed.

In case of violation of the procedure for disclosure and the timing of disclosure of information, joint-stock companies establish administrative liability in the form of a fine (clause 2 of article 15.19 of the Code of Administrative Offenses of the Russian Federation):

For officials in the amount of 30 thousand to 50 thousand rubles. or disqualification of the head for a period of 1 to 2 years;

For legal entities - from 700 thousand to 1 million rubles.