In accordance with Article 92 of the Federal Law of the Russian Federation "On Joint-Stock Companies", open joint-stock companies are required to annually publish annual financial statements in the media accessible to all shareholders of this company. In addition, the following are subject to annual publication:

• 1) the prospectus for the issue of shares of the company in cases provided for by the legal acts of the Russian Federation;
• 2) notification of holding a general meeting of shareholders in the manner prescribed by the Federal Law "On Joint Stock Companies";
• 3) lists of affiliated persons of the company indicating the number and category of shares they own;
• 4) other information determined by the Federal Commission for Securities and the Stock Market under the Government of the Russian Federation (2).

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

The company's financial statements 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 company's charter or by a decision of the general meeting of shareholders of the company.

• 1) the statements have been verified and confirmed by an independent auditor (audit firm);
• 2) reporting approved by the general meeting of shareholders (5).

Publication is mandatory for the balance sheet and income statement, the most necessary reporting forms for users.

The publication of the balance sheet can be carried out in an abbreviated form developed by the company in accordance with the Accounting Regulations "Accounting Statements of the Organization" (PBU 4/99).

The abbreviated form of the balance sheet may include either totals for sections, or indicators for groups of articles.

The abbreviated form of the balance sheet may include only totals for sections, subject to the following conditions:

• 1) the balance sheet currency at the end of the reporting year does not exceed 400,000 times the minimum wage established by the legislation of the Russian Federation;
• 2) proceeds (net) from the sale of goods, products, works, services for the reporting year do not exceed the millionth minimum wage established by the legislation of the Russian Federation at the end of the reporting period (5).

In the form of the balance sheet, which includes only the totals for the sections, the lines for which there are no numerical values ​​of assets and liabilities are given, but crossed out.

Groups of balance sheet items for which the company does not have indicators may not be given. An exception to this rule are those cases where the corresponding indicators took place in the year preceding the reporting period (6).

The income statement form submitted for publication must include all the indicators provided for by PBU 4/99. Subtotals may not be included in the report form. In addition, it is allowed not to cite articles of the report for which the company does not have indicators. In the event that the relevant indicators took place in the year preceding the reporting period, they must be included in the report (5).

The profit and loss statement must include information about the decision of the general meeting of shareholders on the distribution of profits or covering losses of the company for the reporting year, unless such information is published separately or as part of any other document subject to in accordance with the Federal Law "On Joint Stock Companies" publication in the media (6).

Together with the financial statements, information should be published on the results of an audit conducted by an independent auditor (audit firm), accounting statements drawn up according to standard forms approved by the Ministry of Finance of the Russian Federation for reporting for the reporting year.

If the financial statements are published in abbreviated forms, then instead of the full text of the final part of the audit report prepared by an independent auditor (audit firm), the publication should contain an opinion (assessment) of an independent auditor (audit firm) on the reliability of the financial statements.

If the company publishes financial statements in full, then the publication must include the full text of the final part of the audit report prepared by an independent auditor (audit firm).

In any case, information on the results of the audit of financial statements should also include the full name of the auditor (audit firm), the type and number of the license to carry out audit activities, and the date of the audit report.

In the explanatory note to the annual financial report, it is necessary to disclose all environmental protection measures carried out by this organization, as well as reflect the degree of their impact on the level of capital investment and profit in the reporting year and characterize the financial consequences for future periods. It is also necessary to disclose information on payments made for environmental needs and for the use of natural resources, current environmental protection costs and the level of their impact on financial performance.

The publication of financial statements is carried out after verification and confirmation by an independent auditor (audit service), as well as approval of the statements by the general meeting of shareholders (5).

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)?

DECISION

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 dated 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 a 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 in case 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 the FFMS Order No. 11-46/pz-n, these norms come into force 10 days after the day of official publication (FSFR Order No. 11-46/pz-n is published in the Bulletin of Normative Acts of Federal Executive Authorities - 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):

"one. 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 placement of bonds or other securities (hereinafter referred to as joint stock companies for the purposes of this Chapter of the Regulations), in addition to other information provided for by this Regulation, are obliged to 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 to 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 rules, 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 a 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)the formstatement of changes in equity;

b)the formcash flow statement;

in)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).

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 Internet information and telecommunications network 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).

And 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.

Should a non-public joint-stock company publish statements, disclose information?

The organization is a non-public joint stock company. Do I need to disclose reporting information? Read the article.

Question: A non-public joint-stock company, one shareholder, does not carry out public offering of securities. Should such a joint-stock company publish, disclose information?

Answer: No, it shouldn't.

There is such a duty:

At public joint-stock companies;

For non-public companies with more than fifty shareholders;

In the event of a public offering of bonds or other securities (Article 92 of Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies”).

Rationale

Who, how and when is required to submit financial statements

The organization must publish reports in cases provided for by law (clause 9, article 13 of the Law of December 6, 2011 No. 402-FZ). Thus, public joint-stock companies are required to publish their annual financial statements. This follows from paragraph 1 of Article 66.3 and paragraph 6 of Article 97 of the Civil Code of the Russian Federation, as well as paragraph 1.1 of Article 1 and the Law of December 26, 1995 No. 208-FZ. Moreover, they must publish statements together with the audit report ().

Joint-stock companies publish the text of the annual financial statements on the Internet page. The term is three days from the date of drawing up the auditor's report on the reliability of the financial statements. In any case, the accounting statements should be published no later than three calendar days from the date when the deadline for their submission to Rosstat expired (clause 71.4 of the Regulation of the Bank of Russia dated December 30, 2014 No. 454-P).

For 2016, you need to report to the statistics by March 31, 2017 inclusive. The deadline for publication of the financial statements together with the auditor's report falls on 4 April. If you are late with the publication, there will be a fine. The Bank of Russia warns about this in an information letter dated March 30, 2016 No. IN-06-52/17.

LLCs are required to do this only if they openly place bonds or other equity securities ().

The requirements for mandatory publication of financial statements also apply to organizations using simplified taxation (letter of the Ministry of Finance of Russia dated June 18, 2008 No. 07-05-06 / 137).

Attention: for violation of the requirements of the legislation on disclosure of information by the issuer, administrative liability is provided (part 2 of article 15.19 of the Code of Administrative Offenses of the Russian Federation).

The measure of responsibility is a fine. In this case, the amount of the fine is:

• from 700,000 to 1,000,000 rubles. - for the organization;
• from 30,000 to 50,000 rubles. - for officials (or disqualification for a period of one to two years).

The costs associated with the publication of financial statements are management costs (clause 7 PBU 10/99). Therefore, in accounting, reflect them on account 26 or account 44 (for trade organizations). When calculating income tax, consider the costs of publishing annual reports as part of other expenses (). When calculating a single tax with simplification from the difference between income and expenses, these costs can also be taken into account in reducing the taxable base ().

Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies”

Article 92. Mandatory disclosure of information by a company

1. A public company is obliged to disclose:
the company's annual report, annual accounting (financial) statements;
prospectus of the company's securities in cases stipulated by the legal acts of the Russian Federation;1
notification of holding a general meeting of shareholders in the manner prescribed by this Federal Law;
other information determined by the Bank of Russia.

1.1. A non-public company with more than fifty shareholders is obliged to disclose the company's annual report, annual accounting (financial) statements in the manner prescribed by the legislation of the Russian Federation on securities for disclosure of information on the securities market.

2. Mandatory disclosure of information by a company, including a non-public 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 Bank of Russia.

Issues of disclosure of information by issuers of emissive securities, despite numerous publications on this topic, as well as the existence of extensive judicial practice, remain relevant at the present time.

Undoubtedly, thanks to the vigorous activity of the FFMS of Russia and its territorial bodies, as well as to the above factors, the general situation of information disclosure by issuers of emissive securities has improved significantly. More and more issuers disclose information in compliance with the terms, volume and procedure established by regulatory legal acts.

However, the number of administrative cases initiated by the Federal Financial Markets Service of Russia in the Central Federal District (since September 1, 2013 - MU RRF in the Central Federal District (Moscow)) of administrative cases under Part 2 of Art. 15.19 of the Code of Administrative Offenses of the Russian Federation (hereinafter referred to as the Code of Administrative Offenses of the Russian Federation) still remains significant.

I would like to draw attention to the fact that the composition of an administrative offense, the responsibility for which is provided for in Part 2 of Art. 15.19 of the Code of Administrative Offenses of the Russian Federation also arises if the issuer fails to disclose only one document out of the entire huge list of documents and information subject to disclosure or provides false/misleading information in only one paragraph of the quarterly report or other disclosed document .

Let's consider the most common mistakes made by issuers when disclosing information, the repetition of which can serve as a basis for bringing to administrative responsibility.

Disclosure of information on the cost of making copies of company documents

In accordance with clause 1.11 of the Regulations on Disclosure of Information by Issuers of Equity Securities, approved by Order No. 11-46/pz-n of 04.10.2011 of the FFMS of Russia (hereinafter referred to as the Regulations), the issuer must publish on the Internet page the bank details of its settlement account (accounts) to pay the costs of making copies of the documents specified in clause 1.11 of the Regulations, and the amount (procedure for determining the amount) of such expenses. Currently, a large number of issuers on the page on the Internet revealed the absence of such information.

At the same time, it should be taken into account that if copies of the documents named above are provided free of charge, this circumstance must be indicated on the page on the Internet.

The indication “copies of documents are provided for a fee not exceeding the cost of their production”, in the opinion of the author, cannot be considered an appropriate definition of the procedure, since it does not allow the interested person to assess the costs that may arise in connection with his stated requirement to provide copies.

Analyzing the information disclosure pages of issuers on the Internet, you often come across an indication that the cost of making copies is a specific amount of money, including VAT. However, in accordance with Art. 91 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”, the fee charged by the company for the provision of these copies cannot exceed the costs of their production. A similar rule is also contained in clause 1.11 of the Regulations. The salary of an employee who makes copies, as well as contributions to social funds, value added tax, electricity costs are expenses that the company incurs regardless of the request of shareholders to provide copies of documents. Therefore, these costs, including VAT, are not subject to inclusion in the cost of making copies of documents at the request of the shareholder. This position has been repeatedly expressed in the instructions of the Federal Financial Markets Service of Russia in the Central Federal District, as well as by the courts (Resolution of the Federal Antimonopoly Service of the West Siberian District dated July 2, 2009 No. F04-3846/2009 (9720-A45-16) in case No. A45-19649/2008, Decree of the Federal Antimonopoly Service of the Moscow District dated October 03, 2011 in case No. A40-99535 / 10-148-572).

Material facts

The most common mistake of issuers is that information is not disclosed about all the material facts, the disclosure of which is provided for in clause 6.1.7 of the Regulations, or the deadlines for their disclosure are violated. Of course, the list of information to be disclosed is so large that joint-stock companies often do not have time to keep track of them. In addition, the problem may be aggravated by the fact that the person responsible for disclosure of information in a joint-stock company does not always receive the necessary information within the shortest time frame set for the disclosure of notices of material facts.

So, for example, pp. 44, clause 6.1.7 of the Regulations provides for the disclosure of a message about the following material fact - "on a dispute related to the creation of the issuer, its management or participation in it." As a rule, such information is concentrated in the legal department, whose employees do not always interact with the person responsible for disclosing information. At the same time, the shareholder who filed such claims against the company, looking through the information disclosure page of the joint-stock company on the Internet and not finding a relevant message about a material fact, applies to the authorized body to consider the issue of bringing the joint-stock company to liability established by the Code of Administrative Offenses of the Russian Federation.

To solve this problem, I would recommend building such a system for transferring information in a joint-stock company, in which a person whose official duties include working with information included in the list of material facts should, as soon as possible, transfer such information to an authorized person responsible for information disclosure . The obligation to transfer this information should be included in the terms of reference of such persons, as well as the responsibility for its failure to be prescribed in the job description.

Quarterly and annual report

As for the disclosure of quarterly and annual reports, their content remains the main problem. Often, issuers formally approach their preparation by copying the relevant paragraphs of previous reports. Sometimes information is hidden on purpose. At the same time, I would like to draw attention to the fact that more and more complaints from shareholders are received precisely on the content of such reports, the disclosure of false or misleading information in them.

A typical situation is when in a quarterly report, in various ways (phrases), the issuer tries to avoid disclosing information on the amount of remuneration, benefits and/or reimbursement of expenses for each management body of the issuer (clause 5.3 of Appendix No. 3 to the Regulations). Many issuers explain that such information is confidential information. At the same time, clause 5.3 of Appendix No. 3 to the Regulations determines that in the quarterly report “for each of the issuer’s management bodies, all types of remuneration are described with an indication of the amount, including the wages of members of the issuer’s management bodies who are (were) employees of the issuer, including employees ( working) part-time, bonuses, commission payments, benefits and/or reimbursement of expenses, remuneration paid separately for participation in the work of the relevant management body, as well as other types of remuneration that were paid by the issuer during the relevant period, as well as information on existing agreements regarding such payments in the current financial year.

It is also stated here that "the specified information may not be subject to a confidential information agreement preventing their disclosure in the quarterly report, with the exception of information on the amount of remuneration of an individual acting as the sole executive body of the issuer”.

At the same time, it must be remembered that in accordance with clause 1.15 of the Regulations, if the issuer does not disclose any information that is required to be disclosed in accordance with the legislation of the Russian Federation, the Regulations and other regulatory legal acts, the issuer must provide a basis, by virtue of which such information is not disclosed by the issuer. Thus, in paragraph 5.3 of the quarterly report, the issuer may not disclose only information on the amount of remuneration of an individual acting as the sole executive body of the issuer, if such information, according to the relevant documents of the issuer, is classified as confidential. At the same time, in the quarterly report, the issuer is obliged to indicate the reason why the information is not disclosed to them. The absence of such an indication may be the basis for bringing the issuer to administrative responsibility.

With regard to the disclosure in the annual report of information on remuneration of the management bodies of the joint-stock company, provided for in paragraphs. 2 of Clause 8.2.3 of the Regulations, the annual report must contain the criteria for determining and the amount of remuneration (compensation of expenses) of a person holding the position of the sole executive body (manager, managing organization) of the joint-stock company, each member of the collegial executive body of the joint-stock company and each member board of directors (supervisory board) of the joint-stock company or the total amount of remuneration (compensation of expenses) of all these persons paid during the reporting year.

At the same time, the Regulations, in contrast to the rules governing the disclosure of such information in the quarterly report, do not establish the possibility of non-disclosure of such information in the annual report due to its confidentiality.

At the same time, it must be remembered that 11 art. 5 of the Federal Law of July 29, 2004, No. 98-FZ “On Commercial Secrets”, it is established that the commercial secret regime cannot be established by persons engaged in entrepreneurial activities, in relation, among other things, to information obligation to disclose which or the inadmissibility of restricting access to which is established by other federal laws.

Thus, information on the amount of remuneration, which must be disclosed in the annual report, cannot be classified as a commercial secret, since the obligation to disclose this information follows from Art. 92 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” and is provided for by the Regulations. The same position is also stated in the Decree of the Federal Antimonopoly Service of the Moscow District dated May 29, 2013 in case No. A40-119148 / 12-139-1142.

On disclosure of financial statements

A very common violation is non-compliance with the requirements for the composition of the disclosed financial statements, specified in clause 8.3.3 of the Regulations. In accordance with this norm, in addition to the balance sheet and the profit and loss statement, the appendices to them provided for by law, the auditor's report (if the reporting is subject to mandatory audit) and the explanatory note are subject to disclosure. A similar composition of financial statements was provided for by the earlier 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 10.10.2006 No. 06-117/pz-n.

The largest number of issuers' errors is associated with the failure to disclose all or part of the appendices to the financial statements, as well as the explanatory note. Due to the fact that the period during which the annual financial statements disclosed by issuers must be available on the Internet is three years, we will consider the composition of the annexes to the annual financial statements for 2010-2012.

According to the Federal Law of November 21, 1996 No. 129-FZ “On Accounting”, which was in force until January 1, 2013, the financial statements of joint-stock companies consisted of:

• balance sheet;
• income statement;
• annexes to them provided for by regulatory enactments;
• audit report (if the reporting is subject to mandatory audit);
• explanatory note.

For the annual financial statements of joint-stock companies based on the results of 2010, paragraph 1 of the Order of the Ministry of Finance of the Russian Federation dated July 22, 2003 No. 67n “On Forms of Accounting Statements of Organizations” established the following composition of appendices to the balance sheet and income statement of financial statements:

• statement of changes in equity (Form No. 3);
• cash flow statement (Form No. 4);
• appendix to the balance sheet (form No. 5).

For the financial statements of joint-stock companies following the results of 2011, paragraphs 2 and 4 of the Order of the Ministry of Finance of the Russian Federation dated 02.07.2010 No. 66n “On Forms of Accounting Statements of Organizations” established the following composition of appendices to the balance sheet and income statement of financial statements:

• statement of changes in equity;
• cash flow statement;
• explanations (their content was determined by organizations independently, taking into account

Appendix No. 3 to the Order, the requirements of the Federal Law of November 21, 1996 No. 129-FZ “On Accounting” and the Accounting Regulation “Accounting Statements of an Organization” (PBU 4/99), approved by Order of the Ministry of Finance of the Russian Federation of July 6, 1999 No. 43n).

Taking into account h. 1 Article. 14 of the Federal Law of 06.12.2011 No. 402-FZ “On Accounting”, starting with the annual financial statements for 2012, the annual accounting (financial) statements of joint-stock companies consist of a balance sheet, a statement of financial results and annexes to them. Thus, at present, the explanatory note is not included in the accounting (financial) statements. As indicated in the Letter of the Ministry of Finance of the Russian Federation dated May 23, 2013 No. 03-02-07 / 2 / 18285, by virtue of Part 1 of Art. 30 of the Federal Law of 06.12.2011 No. 402-FZ “On Accounting”, with regard to the composition of the appendices to the balance sheet and the income statement, the Order of the Ministry of Finance of the Russian Federation of 02.07.2010 No. 66n “On the Forms of Accounting Statements of Organizations” continues to apply . According to p.p. 3 and 4 of this Order, the appendices to the balance sheet and income statement include a statement of changes in equity, a cash flow statement and other appendices (explanations). Thus, the explanations are included in the accounting (financial) statements. In accordance with paragraph 4 of the above-mentioned Order of the Ministry of Finance of the Russian Federation No. 66n, such explanations are drawn up in tabular and (or) text form. At the same time, the content of the explanations, drawn up in tabular form, is determined by the organizations independently, taking into account Appendix No. 3 to the Order.

In addition, by virtue of Part 1 of Art. 30 of the Federal Law of 06.12.2011 No. 402-FZ “On Accounting”, section VIII PBU 4/99, approved by Order of the Ministry of Finance of the Russian Federation of 06.07.1999 No. 43n (Information accompanying financial statements), continues to apply, as well as 37 PBU 4/99, according to which, in case of derogation from the rules provided for in paragraphs. 32 - 35 PBU 4/99, significant deviations should be disclosed in the explanatory notes to the balance sheet and income statement, together with an indication of the reasons that caused these deviations, and the result that these deviations had on understanding the financial position of the organization, reflecting financial results its activities and changes in its financial situation.

The norms governing the disclosure of information by issuers of emissive securities do not disclose the concept of the explanatory note referred to in clause 8.3.3 of the Regulations. At the same time, paragraph 5 of PBU 4/99 provides that the appendices to the balance sheet and income statement and the explanatory note are called explanations.

In connection with the above, according to the author, changes in the rules governing the composition of financial statements require the introduction of appropriate changes in clause 8.3.3 of the Regulations regarding the requirements for disclosure of an explanatory note. At present, the author considers it necessary to disclose, in accordance with clause 8.3.3 of the Regulations, in the composition of the annual financial statements for 2012, the balance sheet, income statement, statement of changes in equity, cash flow statement, explanations and an auditor's report (in the case of if the reporting is subject to mandatory audit).

Often recorded violations of clause 8.3.3 of the Regulations are associated with non-disclosure of financial statements and an audit report due to the fact that the joint-stock company is on a simplified taxation system and does not maintain accounting records. At the same time, in accordance with Part 1 of Art. 5 of the Federal Law of December 30, 2008 No. 307-FZ “On Auditing Activities”, a mandatory audit is carried out, including in cases where the organization has the organizational and legal form of an open joint-stock company, and also if the organization’s securities are admitted to circulation on organized auctions.

In addition, as follows from the Ruling of the Constitutional Court of the Russian Federation of June 13, 2006No. 319-O, exemption from the obligation to maintain accounting records in relation to the activities of an open joint-stock company does not exclude the need to draw up, based on data on the property and financial position and on the results of economic activities, financial statements in the form prescribed by law, including for the purpose of providing information openness.

In the ruling, the Constitutional Court of the Russian Federation also indicates that the features of an open joint-stock company require public conduct of business, including the mandatory annual open publication for the public of the annual report, balance sheet and profit and loss accounts, confirmed by an independent audit. The information contained in these documents is not a commercial secret, and its presentation (both to shareholders and other persons) is impossible without the preparation of financial statements.

Thus, a joint-stock company, which is obliged to disclose information in accordance with Chapter VIII of the Regulations, must in any case draw up and disclose financial statements.

About the procedure and terms of disclosure financial reporting

Currently, significant difficulties arise in determining the procedure and deadline for disclosure of annual financial statements. Clause 8.3.4 of the Regulations provides that the annual accounting (financial) statements of a joint-stock company are disclosed:

• 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;
• not later than 2 days from the date of drawing up the annual accounting (financial) statements of the joint-stock company - if it is drawn up before the expiration of the specified period;
• no later than 2 days from the date of drawing up the audit report - if the annual accounting (financial) statements of the joint-stock company are subject to mandatory audit;

2) as part of the quarterly 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 the Regulations, is obliged to disclose information in the form of a quarterly report.

To begin with, let's consider the disclosure of annual financial statements by issuers who are not required to disclose information in the form of a quarterly report. The starting point of two days for the disclosure of annual financial statements in this case is the occurrence of one of the following events: reporting (earlier March 31), expiration of the deadline for the provision of annual financial statements (March 31), drawing up an audit report. At the same time, if the choice from the first two events is obvious, then the choice between the first and third, as well as the second and third events seems to be ambiguous.

On the one hand, it could be assumed that the rule regarding the disclosure of annual financial statements subject to audit is special in relation to the rules relating to the time period for disclosure of annual financial statements that are not subject to mandatory audit. And in this case, the first two cases refer only to those disclosures that are not subject to mandatory audit. But such an assumption is contrary to the systemic interpretation of paragraphs. 6 p. 1 art. 5 of the Federal Law of December 30, 2008 No. 307-FZ “On Auditing”, Art. 92 and paragraph 3 of Art. 88 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”, based on the content of which a mandatory audit of the annual financial statements subject to disclosure is carried out in any case.

Then the publication of the annual financial statements subject to statutory audit immediately after their preparation is impossible, and in the second and third cases it can be assumed that the starting point for the disclosure period will be one of the above two events (March 31 or the preparation of an audit report), which comes earlier. If the auditor's report is drawn up before March 31, then the date of its compilation will be the starting point for the disclosure period. If the auditor's report is not drawn up before the specified deadline, then the starting point will be March 31.

Such a position, based, among other things, on the norms of the Federal Law of November 21, 1996 No. 129-FZ “On Accounting”, which has become invalid, is set out in the Letter of the Federal Financial Markets Service

of Russia dated April 28, 2012 No. 12-OP-10/19059, posted in legal information systems. The FFMS of Russia indicates that if the audit report on the annual financial statements is not submitted to the joint-stock company within the period established by the legislation of the Russian Federation for the submission of annual financial statements, the joint-stock company, no later than 2 days from the expiration date of the specified period, should disclose the annual financial statements indicating the relevant the grounds for not disclosing the auditor's report, and not later than 2 days after the receipt of the auditor's report in respect of the annual financial statements - to disclose the specified auditor's report.

However, as it seems to the author, in this case the joint-stock company may violate paragraph 3 of Art. 88 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”, indicating that before the publication of annual financial statements, the company is obliged to involve an auditor, as well as clause 10 of Art. 13 of the Federal Law of 06.12.2011 No. 402-FZ “On Accounting”, which prescribes, in the event of publication of financial statements that are subject to mandatory audit, to publish them together with the auditor's report.

In connection with the foregoing, in order to comply with these standards, the best option seems to be to build the company's activities in such a way that the audit report on the annual financial statements is in any case drawn up no later than March 31. At the same time, if the audit report on the annual financial statements is not submitted to the joint-stock company within the period established by the legislation of the Russian Federation for the submission of annual financial statements, the joint-stock company, no later than 2 days from the expiration date of the specified period, should, as the author believes, in accordance with the requirement of paragraph 1.15 of the Regulations, disclose a message indicating the relevant reason for not disclosing the annual financial statements. And no later than 2 days after receiving the auditor's report on the annual financial statements - to disclose it.

In addition, when disclosing annual financial statements, issuers often forget to publish on the Internet page a message about the approval (non-approval) of the joint-stock company's annual financial statements in accordance with clause 8.3.5 of the Regulations.

Let us now consider the procedure and terms for disclosing annual financial statements by issuers who are obliged to disclose information in the form of a quarterly report.

In the author's opinion, the rule relating to the disclosure of annual financial statements by such issuers (clause 2, clause 8.3.4 of the Regulations) could be considered as special in relation to the rules relating to the disclosure of annual financial statements by joint-stock companies, which are not subject to the obligation to disclose information in the form of a quarterly report (clause 1 clause 8.3.4 of the Regulations). In this case, the issuers, which are obliged to disclose information in the form of a quarterly report, disclose their annual financial statements only once as part of the quarterly report for the first quarter in accordance with Chapter V of the Regulations. However, in this case, joint-stock companies, which, due to their greater openness, are subject to additional stricter requirements for the volume and timing of disclosure of information, in general, will disclose their annual financial statements at least 45 days later than all other joint-stock companies. The last statement casts doubt on the first assumption. All of the above allowed some authors to argue that companies that are required to disclose information in the form of a quarterly report are required to disclose annual financial statements twice: as part of a quarterly report for the first quarter and in accordance with clause 1, clause 8.3.4 of the Regulation.

Thus, we believe that due to the lack of judicial practice on this issue, as well as the possible ambiguous interpretation of this rule, joint-stock companies that are subject to the obligation to disclose information in the form of a quarterly report should disclose their annual financial statements twice.

In connection with the entry into force of the Federal Law of December 6, 2011 No. 402-FZ “On Accounting”, which does not provide for the mandatory preparation and submission of quarterly accounting (financial) statements by all business entities, the question arises of the need to compile and disclose quarterly accounting ( financial) reporting by joint-stock companies, which are obliged to disclose information in the form of a quarterly report.

In accordance with Art. 30 of Federal Law No. 39-FZ of April 22, 1996 “On the Securities Market”, the quarterly report for the first quarter includes the interim accounting (financial) statements of the issuer for the completed reporting period, which consists of three months of the reporting year, and the quarterly reports for the second and third quarters - interim accounting (financial) statements of the issuer for completed reporting periods, consisting of six and nine months of the reporting year, respectively.

At the same time, paragraph 4 of Art. 13 of the Federal Law of December 6, 2011 No. 402-FZ “On Accounting” establishes that interim accounting (financial) statements are prepared by an economic entity in cases where the legislation of the Russian Federation, normative legal acts of the bodies of state regulation of accounting, contracts, constituent documents of an economic entity, decisions of the owner of an economic entity obligated to submit.

Thus, joint-stock companies, which are subject to the obligation to disclose information in the form of a quarterly report, are obliged, by virtue of special provisions of the Federal Law of April 22, 1996, No. 39-FZ “On the Securities Market”, to prepare and disclose interim accounting (financial) statements as part of quarterly reports for the first, second and third quarters. This position is also set out in the Information of the Ministry of Finance of the Russian Federation No. PZ-10/2012 “On the entry into force from January 1, 2013 of the Federal Law of December 6, 2011 No. 402-FZ “On Accounting”.

And in conclusion, considering the issues of disclosure of accounting (financial) statements, I would like to note that in accordance with paragraph 11 of Art. 13 of the Federal Law of 06.12.2011 No. 402-FZ "On Accounting" in relation to accounting (financial) statements, a trade secret regime cannot be established.

Disclosure of information about affiliates

The main mistake of issuers when disclosing information in the form of a list of affiliates is not including in the list of affiliates information about all affiliates that are known or should be known to this joint-stock company. Most often, issuers forget to indicate those affiliates who are recognized as affiliates in connection with belonging to the same group of persons to which this legal entity belongs. In order to avoid such mistakes, it is necessary to carefully study Article 9 of the Federal Law of July 26, 2006 No. 135-FZ “On Protection of Competition” and regularly monitor the grounds indicated in it.

When disclosing changes that have occurred in the list of affiliates, there are some difficulties with determining the date of occurrence of the event, which is the starting point for the disclosure period. In accordance with clause 8.5.3 of the Regulations, the joint-stock company is obliged to publish on the Internet page the texts of changes that have occurred in the list of affiliates no later than 2 business days from the date of making the relevant changes to this list. At the same time, the period during which the company must make these changes to the list of affiliates from the moment it learned or should have known about such changes is not established by the current regulatory legal acts. According to the author, taking into account the need to disclose information as soon as possible, the texts of changes that have occurred in the list of affiliates should be published no later than 2 business days from the date when the joint-stock company learned about the relevant changes.

In conclusion, we note that a common mistake of issuers is also the failure to disclose additional information provided for in part 8.7 of the Regulations. There are no particular difficulties in understanding the norms of this part; such errors are connected, first of all, with the lack of proper internal control over the facts specified in clause 8.7.1 of the Regulations, and over the timely disclosure of information about them. Let us also remind you that, in accordance with clause 8.7.6 of the Regulations, additional information must be disclosed both in the news feed and on the joint-stock company's website on the Internet.

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See, for example: Vavulin D.A. Disclosure of information by joint-stock companies. - M.: Yustitsinform, 2012. - paragraph 10.