OJSC discloses information. Reporting of joint stock companies Publication of the annual report of joint stock companies in the media

Open joint stock companies are required to publish annual accounting (financial) statements by posting them on their Internet page in any case. For closed companies, such an obligation arises only upon public placement of bonds or other securities.

Rationale. According to Clause 9, Art. 13 of the Federal Law of December 6, 2011 N 402-FZ “On Accounting”, publication of accounting (financial) statements must be carried out in the manner and cases established by federal laws. If the obligation to publish is established, statements subject to mandatory audit are published together with the auditor's report (Clause 10 of this article).

By virtue of paragraph 1 of Art. 97 of the Civil Code of the Russian Federation, an open joint-stock company is obliged to annually publish for public information an annual report, a balance sheet, and a profit and loss account (the profit and loss account apparently means the Statement of Financial Results). The procedure for publishing financial statements by open joint-stock companies is approved by Order of the Ministry of Finance of the Russian Federation dated November 28, 1996 N 101. However, this document should soon lose force - after 10 days after the publication of Order of the Ministry of Finance of the Russian Federation dated June 5, 2014 N 45n “On declaring the order of the Ministry of Finance to have lost force Russian Federation dated November 28, 1996 No. 101 “On the procedure for publishing financial statements by open joint-stock companies,” which is what financiers also focused on (see Letter dated June 25, 2014 No. 07-01-06/30294). (As of the date of preparation, the material had not yet been published.)

As for a closed joint-stock company, it may also be required to publish relevant documents for public information, if this is provided for by Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies.”

Based on Art. 92 of Federal Law No. 208-FZ, open joint-stock companies are required to disclose:

— annual report, annual financial statements;

— prospectus of securities in cases provided for legal acts RF;

— message about the general meeting shareholders;

— other information determined by the Central Bank of the Russian Federation.

It also says here: 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 volume and manner established by the Bank of Russia.

From the presented norms it is clear that closed companies are required to disclose the listed information only in the event of a public offering of bonds and other securities. What is the situation like regarding open societies?

The composition, procedure and terms of mandatory disclosure of information by a joint-stock company are prescribed in the Regulations on the disclosure of information by issuers of equity securities, approved by Order of the Federal Financial Markets Service of the Russian Federation dated October 4, 2011 N 11-46/pz-n. According to this document, an open joint-stock company, as well as a closed joint-stock company that has carried out a public placement of bonds or other securities, are required to disclose, among other things, the annual accounting (financial) statements of the joint-stock company. The obligation to disclose information arises:

- for an OJSC - from the date of state registration of such a company;

- for a closed joint stock company - from the date following the date of state registration of the issue (additional issue) of bonds or other securities of the company placed by open subscription (public offering). The obligation of the CJSC to disclose information terminates simultaneously with the termination of the obligation to disclose information in the form of a quarterly report and statements of material facts.

Thus, OJSCs are required to disclose annual accounting (financial) statements in any case, and CJSCs are required to disclose them only in the event of a public offering of bonds and other securities.

Now let's understand what is meant by disclosure of information. The annual accounting (financial) statements of a joint stock company are disclosed:

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

Consequently, the disclosure of the annual accounting (financial) statements of a joint-stock company means, in particular, their posting on the Internet on the company’s website.

Should joint stock companies publish accounting (financial) statements?

Duty to Disclose

  • How to find out whether we have an obligation to disclose material facts and quarterly reports or disclose only mandatory information (Charter, Issue Decision, annual report, annual financial statements, lists of affiliates)?
  • First of all, you need to understand that regardless of whether you have a duty to disclose the no. facts and quarterly reports or not, for all joint stock companies that have an obligation to disclose information, there is a minimum mandatory disclosure of information, namely:

    • company charter
    • decision to issue securities
    • annual report
    • annual accounting reporting
    • lists of affiliates
    • and so on (see section VII “Mandatory disclosure of JSC information” of the Information Disclosure Regulation No. 454/P)

    In addition, some companies must disclose information more widely and in more detail (in the form of fact sheets and quarterly reports).

    According to clause 10.1 of the Regulation on Information Disclosure No. 454-P, the obligation to disclose information in the form of noun. facts and quarterly reports are distributed:

    1. on issuers in respect of whose securities at least one securities prospectus has been registered;
    2. on issuers, the state registration of at least one issue (additional issue) of securities of which was accompanied by registration of a prospectus for the issue of securities in the case of placement of such securities by open subscription or by private subscription among a circle of persons whose number exceeded 500;
    3. for issuers that are joint-stock companies created during the privatization of state and (or) municipal enterprises (their divisions) in accordance with the privatization plan approved in the prescribed manner and which, on the date of its approval, was the prospectus for the issue of shares of such an issuer, if the specified privatization plan provided for the possibility of alienation shares of the issuer to more than 500 acquirers or an unlimited number of persons;
    4. on issuers whose exchange-traded bonds are admitted to organized trading on the stock exchange with the submission to the exchange of a prospectus of exchange-traded bonds for such admission;
    5. on issuers of Russian depositary receipts admitted to organized trading on the exchange with the submission to the exchange of a prospectus of Russian depositary receipts for such admission.

    Personal Area

  • What is the Personal Account of the Disclosure System User?
  • Your personal account is a special section of the website, available only for your company, with which you can:

    • post to the Disclosure News Feed
    • post documents on your page on the Internet
    • submit press releases (more detailed information about corporate events) to the Issuer Press Releases Tape on the PRIME information disclosure website
    • use background information on disclosure (lists of documents for disclosure, calendar of issuer information disclosure, etc.)
    • download financial documents (accounts, closing financial documents)
    • and other.

    Please note that for the convenience of your work, our specialists have developed and posted the following documents in your Personal Account on the website:

    1. Instructions for working in your personal account (in the blue menu on the left)
    2. List of documents for placement on the page (go to the “Information Disclosure on the Internet” tab -> “List of documents that must be posted by the issuer”)
    3. Issuer information disclosure calendar(list of corporate events upon the occurrence of which the company must disclose information, and the procedure for disclosure) (in the blue menu on the left)
    4. Answers to FAQ(in the blue menu on the left)

    The address of your Internet page

  • How can I find out the address of our Internet page?
  • The address of your page on the Internet is written in the address bar of the browser when you go to your page (in the blue menu “Issuer Pages” -> enter the Taxpayer Identification Number -> click on the name of your company -> your page opens)

    the address of your Internet page on our website -

    where instead of 1111111111 is the TIN of your organization

    Changing registration details

  • Our company data has changed (name, address, full name of the general director, etc.), how can I make changes on the page?
  • To do this, you need to go to the “Disclosure of information in the news feed” tab -> “Change reg. data”, this will open your registration form, where you can correct the necessary information in the windows.”

    After making the corrections, click on the “Submit Identification Form” button below.

    Changing your registration data on your Internet page on the disclosure site will occur only after your registration card is accepted into the information disclosure system after its preliminary verification by our specialists.

    Disclosure of information about the registrar

  • How and what information about the transfer of the register of shareholders must be disclosed to the registrar?
  • This obligation is provided for the issuer under Art. 8 Federal Law “On the Securities Market” and clause 2.7. Order No. 10-77/pz-n “On approval of the Regulations on the procedure for interaction when transferring documents and information that make up the system for maintaining the register of securities holders”:

    “If the register holder is replaced, the issuer discloses (provides) information about this in the manner established by the Bank of Russia”

    “The issuer is obliged to publish a notice of a change in the person maintaining the register of securities owners on the Internet page on which it discloses information... within no more than 3 business days from the date of concluding the agreement to maintain the register...”

    The issuer is obliged to post on the Internet page
    Notification of a change in the person maintaining the register,
    which should contain the following information:

    • The date of the issuer's decision to replace the registrar, as well as the basis for termination of the agreement to maintain the register.
    • Full name, location, postal address and other details of the registrar with whom the agreement for maintaining the register has been concluded.
    • The date of termination of the agreement for maintaining the register concluded with the previous registrar, and the date of concluding the agreement for maintaining the register with the new registrar.
    • The date from which maintenance of the register by the new registrar began (will begin).

    Posting information about the registrar on the Internet page

    To post a Notice on a page on the Internet in your Personal Account, select the “Information Disclosure on the Internet” tab. Next, in step 1, select the name of the document from the list - “Information about the registrar” - and using the “Browse” button, find the file that you need to place on your computer. Then click the “Add Document” button.

    Once uploaded, it will appear at the bottom of the list of posted documents, and you will see a “Document posted” confirmation. You can immediately see it on your page, to do this: first select the appropriate section from the list of documents - and in the table below (in the top line) you will see the name of the downloaded document.

  • Posting messages in the News Feed (and on the Internet page)
  • The message you send from the disclosure site is sent to our specialists for verification. If the message is written correctly, it is published in the News Feed. If errors are found in a message, it is rejected for publication. In both cases, a notification is sent to the email specified in your registration form either about the publication of the message or about rejection of publication, indicating the reasons (identical message, incorrectly composed, etc.).

    • it is published directly in the online News Feed on the disclosure site.
    • a copy of the message is uploaded to the “Messages” section on your Internet page.
    • A notification is sent to your email address when a message is published in the News Feed.
    • your message is automatically sent to the Disclosure News Feeds of other agencies authorized by the Central Bank of the Russian Federation.
    • For clients who have entered into an agreement with PRIME to notify exchanges about the fact of disclosure of messages in the News Feed, the message is sent to the exchange simultaneously with publication in the PRIME News Feed.

    note, that simply sending a message from a disclosure site is not enough. Be sure to make sure that it is published, because... Our specialists process only those messages that arrive on our server. If for some reason the message has not been received to us, you will have to duplicate it.

  • What exactly should we write in paragraph 2? "Message content" when publishing messages in News Feed?
  • Can I delete a post from my News Feed?
  • You cannot delete a message from the News Feed, but if you want to correct the message, use the message “About changes or corrections to information previously published in the News Feed.”

    1. “The message is published in order to change (adjust) the information contained in the previously published message (name) (date)
    2. Short description changes made
    3. Provide the full text of the correct message
  • How do messages published in the News Feed differ from messages published only on a page on the Internet?
  • Note:
    There are several messages that the issuer must not publish in the News Feed, but upload (as a document) to your page on the Internet. You can select the title of the message from the list of documents to place on the page.
    After publication, the title of the message will not appear in the “Messages” section, but separately in the section with the corresponding name.

    Notice of approval or non-approval of annual financial statements (for issuers who are not required to disclose information in the form of factual statements and quarterly reports)

    Notice of changes to the text of the quarterly report (for issuers who are required to disclose information in the form of factual statements and quarterly reports)

    In addition, from January 1, 2014, the Law “On Joint Stock Companies” No. 208-FZ provides for posting on a page on the Internet ( if this is provided for by the company's charter ) individual messages:

    Notice of holding a general meeting of shareholders

    Notification of the possibility of shareholders exercising their pre-emptive right to purchase the securities being placed

    Placing documents on a page on the Internet

  • How to find out if everything is Required documents posted on our Internet page?
  • To do this, in your Personal Account, in the “Information Disclosure on the Internet” tab, select the “Check for documents on the page” tab.
    You will be able to view a list of missing documents that should have been posted in the current reporting period. Check the availability of documents subject to disclosure on your Internet page, for others reporting periods You can do it yourself by checking the “List of documents for placement” located in the same tab.

  • In what format should we place documents on the page?
  • At the moment, there are no strict requirements for the format of documents posted on the website of the authorized agency. At the same time, we recommend, if possible, that you upload files that are not too large (no more than 10 MB). In order for interested parties to view the file you have posted without problems, you need to understand that the average user can use an Internet connection with low bandwidth.

  • How to place a document if it consists of several separate files? (eg financial statements)?
  • If you need to upload information consisting of separate files, archive them and upload the archive file to the section you need. Please note that if you download an account. reporting, the audit report must also be included in the archive along with the balance sheet and appendices.

  • How can we find out if the document we uploaded to the page is posted?
  • After you click on the “Add Document” button, the download process will begin, after which the “Document posted” prompt will appear on the site. You can immediately see it on your page. Select the appropriate section from the list of documents - and in the table below in the top line you will see the name of the downloaded document.

    You can view the availability of the file both from your personal account and externally – from the disclosure site page – by selecting the “Issuers Pages” tab in the blue menu on the left -> TIN of your company -> click on the company name -> your page will open.

  • I can’t load a document on the page (the file won’t load), what should I do?
  • If the file does not download immediately, try downloading it several times with a short time interval (5-10 minutes). The file will download.

  • What date should I choose for the date of the basis for placing the document on the page? Is it possible to edit the date of occurrence of the basis for posting a document?
  • The date of occurrence is determined by the Regulation on Information Disclosure No. 454-P specifically for each document. If you are unable to determine the date, please call our Disclosure Team and we will advise you on this matter. Below is a table for selecting the date of occurrence of the basis for some of the most frequently posted documents:

    Document's name Date of occurrence of the basis for posting the document on the Internet page
    Initial version of the Charter (upon registration of the company)
    • for issuers in the form of joint stock companies– the date on which the specified company learned or should have learned about its state registration
    • for other issuers that carry out (have carried out) a public placement of bonds or other securities - the date following the date of the start of the public placement of bonds or other securities of such joint stock company
    New edition of the Charter/Changes and (or) additions to the Charter date of receipt by the joint stock company of the documents of the authorized government agency, indicating state registration of such changes and (or) additions (state registration of the new edition of the charter)
    Decision to issue securities
    • without obligation disclosure of nouns facts and quarterly reports - the date of publication of information on the state registration of an issue (additional issue) of securities of a joint-stock company on the website of the registration authority on the Internet or the receipt by the joint-stock company of a written notification from the registering authority about the state registration of an issue (additional issue) of securities via postal, fax, electronic communication, delivery against signature depending on which of the specified dates comes first
    • having a duty disclosure of nouns facts and quarterly reports – no later than the start date of securities placement
    Annual report date of drawing up the minutes of the general meeting of shareholders, at which a decision was made to approve the report
    Annual financial statements Date of preparation auditor's report to the annual financial statements
    List of affiliates quarter end date
    Quarterly report quarter end date
    Notification of approval or non-approval of the annual accounting. reporting date of drawing up the minutes of the general meeting of shareholders, at which a decision was made to approve/non-approve the reporting

    Please note: if you made a mistake when placing a document and indicated the wrong date of occurrence, you can edit it: follow the link in the menu “Disclosure of information on the Internet -> “Add document”. Next to the foundation date, click on the calendar icon and change the date.

  • How to remove a document from a page?
  • If you want to remove a previously posted document from your page, please note that when you re-upload the document, the publication date will change - the current date will be automatically set.

    To delete a previously posted document, click the link in the “Internet Information Disclosure” menu and select the “Add Document” tab. In the table below, you will see a gray “Delete” button to the right of each line with the document name.

  • We accidentally deleted a document previously posted on our page, how can we restore it?
  • Send to the site a scanned copy of the letter on your organization’s letterhead (with a stamp and signature) explaining the situation and asking for the opportunity to re-post the document with the original date of its publication.

    The PRIME information disclosure system records the actions of issuers on the website, through which the facts of placement/deletion of documents are verified. Based on the results of this check, PRIME specialists make a decision on the possibility of restoring documents accidentally deleted by the client with the original date of their publication.

    Agreement and financial documents

  • Where can I download an invoice for disclosure services?
  • You can download the invoice for payment in your personal account (the bottom line in the blue menu on the left is “Invoice for payment”). We send original invoices to your postal address. Invoices are issued at the beginning of the year (around the end of January).

  • Do we need to renew the contract for next year?
  • The disclosure agreement automatically renews for the next year and an invoice is sent to you at the beginning of the year for this service.

  • How to obtain closing accounting documents for our payment?
  • You can download closing documents (invoice and certificate of completion of work as of the end of the financial year) in your personal account (in the blue menu on the left - the “Closing accounting documents” tab). We send the original documents to your postal address.

    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 within the competence of the joint-stock company's charter.

    The reliability 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 the non-public joint-stock company, the audit commission (auditor) is absent (not elected) or is elected (created) exclusively in cases provided for by the charter of the non-public joint-stock company, and such cases do not provide for confirmation (verification) of accuracy 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 balance sheet, financial statements and appendices 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 the 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 submitting a legal copy of the compiled annual report accounting (financial) statements;

    as part of the quarterly report of the joint stock company - issuer for the first quarter in accordance with Section IV of these Regulations in the event that 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 (is carrying out) a public placement of bonds or other securities, which, in accordance with these Regulations, is not subject to requirements for disclosure of information in the form of a quarterly report and statements of material facts, no later than two 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 or 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 to by the charter of the joint-stock company within its competence), at which the issue was considered on approval of the annual accounting (financial) statements, is obliged to publish on the Internet page a message about the approval (non-approval) of the annual accounting (financial) statements of the joint-stock company. If at the annual general meeting of shareholders or a meeting of the board of directors (supervisory board) of a joint-stock company, at which the issue of approving the annual accounting (financial) statements of the joint-stock company was considered, these 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 publishing 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 clause 71.5 of these Regulations are 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 question of approval of the annual accounting (financial) statements assigned by the charter of the joint stock company to its competence), changes 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 approving the annual accounting (financial) statements is included in 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 minutes (the date of expiration established by the legislation of the Russian Federation for drawing up minutes) of an extraordinary meeting of shareholders or a meeting of the board directors (supervisory board) of the joint-stock company.

    71.7. The text of the annual accounting (financial) statements of the joint-stock company, together with the text of the auditor’s 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 within 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.

    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 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 moving on to considering the composition of the reporting of a joint stock company (hereinafter referred to as JSC), let us briefly recall what is meant by JSC.

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

    The obligation to provide JSC reports is enshrined in clause 11, clause 1, article 48 of Law No. 208-FZ. Thus, 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:

    Annual report;

    Annual accounting (financial) statements of the company.

    Important!

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

    Annual accounting (financial) statements of JSC

    The composition of the annual financial statements presented depends on the category of the joint stock company.

    For JSCs that are not classified as small businesses, the reporting package includes:

    Balance sheet;

    Report on intended use funds received (if necessary);

    Other appendices (explanations) to the financial statements.

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

    Balance sheet;

    Income statement.

    The forms of annual financial statements are approved by 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 an auditor’s report is also presented as part of the reporting.

    Important!

    From January 1, 2016, the list of JSCs classified as 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 present simplified financial statements.

    The fact is that the Federal Law of July 24, 2007 No. 209-FZ “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 is important 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 enterprise, the following conditions must be met:

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

    The activities of the JSC 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;

    The 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-Profit Organizations”).

    JSC annual report

    The requirements for the content of the annual report are established in the Regulations on the disclosure of information by issuers of equity securities, approved. Bank of the Russian Federation dated December 30, 2014 No. 454-P (hereinafter referred to as the Regulations). Thus, the annual report of a JSC must contain:

    Information about the position of the joint-stock company 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 type of energy resource used by the JSC in the reporting year in physical terms 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 the Regulations.

    JSC information 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;

    Notice of the general meeting of shareholders;

    Other information determined by the Bank of the Russian Federation.

    A non-public joint stock company (with more than fifty shareholders) is required to disclose an annual report and annual accounting (financial) statements.

    Mandatory disclosure of information by a company, including a non-public joint-stock company, in the event of a public placement of bonds (other securities) by it is carried out in the volume and manner established by the Bank of the Russian Federation. Currently, the Regulations on the disclosure of information by issuers of issue-grade securities, approved. Bank of the Russian Federation dated December 30, 2014 No. 454-P.

    Let us remind you that from September 1, 2014, all joint-stock companies are divided into public and non-public companies. The main feature that distinguishes public joint-stock companies from non-public ones is the placement of securities through 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 deadlines for 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): - for officials in the amount of 30 thousand to 50 thousand rubles. or disqualification of the manager for a period of 1 to 2 years; legal entities- from 700 thousand to 1 million rubles.

    Kuznetsova Elena.

    What information is required to be disclosed by an open joint stock company with one shareholder that has registered a report on the issue of shares if registration of a securities prospectus and a public offering of shares are not planned? Service experts answer Legal consulting GARANT Elena Kuznetsova and Artem Barseghyan.

    The JSC registered a report on the issue of shares. The OJSC does not plan a public offering of shares, bonds and other securities. All shares of the OJSC belong to one shareholder. Registration of the securities prospectus is not planned. What information and how in accordance with paragraph 1 of Art. 92 of the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies” is the JSC required to disclose?

    In accordance with clause 1 art. 92 Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the JSC Law), an open joint-stock company (hereinafter referred to as the “company”, “OJSC”) is required to disclose:

    Annual report of the company, annual financial statements;
    - prospectus of the company’s securities in cases provided for by legal acts of the Russian Federation;
    - notice of holding a general meeting of shareholders in the manner prescribed by law about JSC;
    - other information determined by the federal executive body for the securities market.

    Disclosure and provision of information on the securities market is carried out in cases and in the manner provided for Art. thirty Federal Law of April 22, 1996 N 39-FZ “On the Securities Market” and Regulations on disclosure of information by issuers of issue-grade securities, approved by order FSFM of Russia dated October 4, 2011 N 11-46/pz-n (hereinafter referred to as the Regulations).

    Open joint-stock companies, regardless of the methods of placement of securities and the presence of registered prospectuses of securities (prospectuses for the issue of securities), are charged with the obligation to disclose information provided for in Chapter VIII “Mandatory Disclosure of Information by Joint-Stock Companies” of the Regulations. According to clause 8.1.1 Regulations JSC, in addition to other information provided for by the Regulations, is required to disclose:

    Annual report of the joint stock company;
    - annual accounting (financial) statements of the joint-stock company;
    - charter and internal documents of the joint-stock company regulating the activities of its bodies;
    - information about affiliated persons of the joint-stock company;
    - decision on the issue (additional issue) of securities of the joint-stock company;
    - additional information provided Chapter VIII Provisions.

    Let's consider the disclosure requirements sequentially specified types information.

    Disclosure of the annual report and annual financial statements of the company

    In accordance with clause 8.2.5 The joint-stock company is obliged to publish the text of the annual report on the Internet page no later than 2 days from the date of drawing up the minutes (the expiration date established by the legislation of the Russian Federation for drawing up the minutes) of the general meeting of shareholders, at which a decision was made to approve the annual report of the joint-stock company . Let us remind you that the minutes of the general meeting of shareholders are drawn up no later than three working days after the closing of the general meeting of shareholders ( clause 1 art. 63 Law on JSC). Requirements for the content and procedure for approving the annual report of a joint stock company are provided p.p. 8.2.2-8.2.4 Provisions.

    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 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 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 preparation of the auditor's report ( clause 8.3.4 Regulations).

    Let us remind you that a mandatory copy of the prepared annual accounting (financial) statements is submitted no later than three months after the end of the reporting period ( Part 2 Art. 18 Federal Law of December 6, 2011 N 402-FZ “On Accounting”). Disclosure of annual accounting (financial) statements does not relieve the JSC from the obligation to publish annual accounting (financial) statements in accordance with the legislation of the Russian Federation on accounting ( clause 8.3.8 Regulations).

    Disclosure of information about the content of the charter and other internal documents of the company regulating the activities of its bodies


    Barseghyan Artem.

    The text of changes and (or) additions made to the company's charter (new edition of the charter) must be published on the Internet page no later than 2 days from the date the joint-stock company receives a written notification (certificate) of the authorized state body about the state registration of changes and ( or) additions (state registration of a new version of the charter) (if in the established federal law In cases of changes and (or) additions to the charter of the company, they become effective for third parties from the moment of notification of the authorized state body - no later than 2 days from the date of such notification) ( clause 8.4.1 Regulations).

    Disclosure of information about affiliated persons of the company

    The list of affiliated persons of a joint stock company must be compiled in accordance with Appendix No. 4 to the Regulations. The joint stock company is obliged to publish on the Internet page the text of the list of affiliates compiled as of the end date of the reporting quarter, no earlier than the end date of the reporting quarter and no later than 2 business days from the end date of the reporting quarter, and the texts of changes that occurred in the list of affiliates , - no later than 2 working days from the date of making relevant changes to this list ( clause 8.5.3 Regulations).

    Disclosure of additional information provided for in Chapter VIII of the Regulations

    The list of additional information disclosed by the joint-stock company is contained in clause 8.7.1 Provisions.

    This list includes information:

    On the acquisition by a joint stock company of more than 20% of the voting shares of another joint stock company;
    - on the disclosure by the joint-stock company on the Internet page of the annual report, annual accounting (financial) statements, list of affiliated persons;
    - about changing the address of the Internet page used by the joint-stock company to disclose information;
    - on holding a general meeting of shareholders of the joint-stock company.

    Disclosure of additional information required by clause 8.7.1 The provisions must be implemented by the joint-stock company by publishing a message about the specified information within the following periods from the moment of the occurrence of the relevant event:
    in the news feed - no later than one day;
    on a page on the Internet - no later than two days ( clause 8.7.6 Regulations).

    The texts of the documents mentioned in the experts’ response can be found in the legal reference system

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