Disclosure of the annual financial statements of the joint stock company. Issuers' mistakes when disclosing information on the securities market. Information about changes

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 attributed by the charter of the joint-stock company to its competence.

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. This 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 elected (created) only in cases provided for by the charter of the non-public joint-stock company, and such cases do not provide for confirmation (verification) of the reliability data contained in the annual accounting (financial) statements of the joint stock company.

71.3. The annual accounting (financial) statements of a joint-stock company should consist of a balance sheet, a report on financial results and applications to them.

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

71.4. The annual accounting (financial) statements of the 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 an auditor's 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 established by law Russian Federation the deadline for submitting a legal copy of the prepared annual accounting (financial) statements;

(see text in previous edition)

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

71.5. Non-public joint-stock company that carried out (carries out) a public offering of bonds or other valuable papers, which, in accordance with these Regulations, is not subject to the requirements for disclosing information in the form of a quarterly report and messages on 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 shareholders or a meeting of the board of directors (supervisory board) of a joint-stock company (if the issue of approving the annual accounting (financial) statements is within its competence by the charter of the joint-stock company), at which the issue of approving the annual accounting (financial) statements was considered, must be published on the web page Internet 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 expiry of the period established by this Regulation for the publication of the text of the annual accounting (financial) statements on the Internet, and if the text of the annual accounting (financial) statements is published on the network The Internet after the expiration of such a period - from the date of its publication on the Internet.

(see text in previous edition)

71.6. If the annual accounting (financial) statements of the 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 issue of approving the annual accounting (financial) statements attributed by the charter of the joint-stock company to its competence), amendments were made and the annual accounting (financial) statements with the amendments were approved at an extraordinary general meeting of shareholders or a meeting of the board of directors (supervisory board) (if the issue of approving the annual accounting (financial) statements is attributed to the charter of 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 of the period established by the legislation of the Russian Federation Russian Federation for drawing up a protocol) of an extraordinary meeting of shareholders or a meeting of the board of directors (supervisory board) of a joint stock company.

(see text in previous edition)

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 auditing 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 expiry of the period established by this Regulation 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 Article 92 Federal law Of the Russian Federation "On Joint Stock Companies" open joint stock companies are obliged to publish annual financial statements in the mass media accessible to all shareholders of the given company. In addition, the following are subject to annual publication:

1) the prospectus for the issue of the company's shares in the cases provided for by the legal acts of the Russian Federation;
2) a message on the holding of 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 held by them;
4) other information determined by the Federal Commission for Securities and Stock Market under the Government of the Russian Federation (2).

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

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

1) the statements are checked and confirmed by an independent auditor (audit firm);
2) the reporting was approved by the general meeting of shareholders (5).

The balance sheet and profit and loss statement, the most necessary reporting forms for users, are required to be published.

The publication of the balance sheet can be carried out in an abbreviated form developed by the company in accordance with the Regulations on accounting"Financial statements of the organization" (PBU 4/99).

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

The abbreviated form of the balance sheet may include only the totals for the sections, provided that the following conditions are met simultaneously:

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 provided. An exception to this rule are those cases when the corresponding indicators took place in the year preceding the reporting period (6).

The form of the profit and loss statement submitted for publication must include all the indicators provided for in PBU 4/99. It is allowed not to include subtotals in the report form. In addition, it is allowed not to cite the 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 on the decision of the general meeting of shareholders on the distribution of profits or coverage of losses of the company for the reporting year, if such information is not published separately or as part of any other document subject to the Federal Law "On Joint Stock Companies" publication in the media (6).

Along with the financial statements, information should be published on the results of an audit conducted by an independent auditor (audit firm), financial 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 the opinion (assessment) of an independent auditor (audit firm) on the reliability of the financial statements.

If the company publishes the financial statements in full, then the publication should 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, the date of the auditor's report.

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

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

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

Before proceeding to the consideration of the composition of the statements of a joint-stock company (hereinafter referred to as JSC), let us briefly recall what is meant by JSC.

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

The obligation to provide reporting to JSC is enshrined in subparagraph 11 of paragraph 1 of article 48 of Law No. 208-FZ. So, by the general meeting of shareholders (or by the council if such a procedure is provided for by the charter of the joint-stock company), it is subject to approval:

Annual report;

Annual accounting (financial) statements of the company.

Important!

A JSC is obliged to submit both an annual report and an annual accounting (financial) statement for approval by the shareholders' meeting.

Annual accounting (financial) statements of JSC

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

For JSCs that do not belong to small businesses, the reporting set includes:

Balance sheet;

Income statement;

Statement of changes in equity;

Cash flow statement;

Report on intended use funds received (if necessary);

Other appendices (explanations) to the financial statements.

JSCs related to small business entities fill out only 2 forms in the annual reporting:

Balance sheet;

Income statement.

The forms of the annual financial statements are approved by the Order of the Ministry of Finance of the Russian Federation dated 02.07.2010 No. 66n.

In addition, if the JSC is subject to mandatory audit, then a conclusion is also presented in the reporting.

Important!

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

Supervision Holidays for Small Business

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" has been amended to toughen the criteria for classifying joint-stock companies as small and medium-sized enterprises (Federal Law 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 interest is important only for limited liability companies (subparagraph "a" of paragraph 1 of part 1.1 of 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:

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

The activity of JSC is connected in the practical application (implementation) of the results of intellectual activity, the exclusive rights to which belong to the founders (participants) - budgetary, autonomous scientific institutions;

AO has the status of a Skolkovo member;

Legal entities are state corporations (established in accordance with Federal Law No. 7-ФЗ dated 12.01.1996 "On Non-Commercial Organizations").

JSC annual report

Requirements for the content of the annual report in the Regulation on disclosure of information by issuers of equity securities, approved. The Bank of the Russian Federation dated 30.12.2014 No. 454-P (hereinafter referred to as the Regulation). So, 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 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 provided in article 70.3 of the Regulations.

Disclosure of information of JSC

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

Annual report and annual accounting (financial) statements;

Securities prospectus;

Notice of holding a general meeting of shareholders;

Other information as determined by the Bank of the Russian Federation.

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

Compulsory disclosure of information by a company, including a non-public JSC, in the event of a public offering of bonds (other securities) by it, is carried out in the amount and in the manner established by the Bank of the Russian Federation. Currently, the Regulation on disclosure of information by issuers of equity securities is in force, approved. The Bank of the Russian Federation dated 30.12.2014 No. 454-P.

We would like to remind that from 01.09.2014 all JSCs are divided into public and non-public companies. The main feature that distinguishes public JSCs from non-public ones is the placement of securities by open subscription for an unlimited number of persons, as well as the placement of securities in organized trading (Article 2 of the Federal Law of 22.04.1996, No. 39-FZ "On the Securities Market papers ").

New in civil law: JSC and JSC will no longer be

Important!

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

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

Justification. According to paragraph 9 of Art. 13 of the Federal Law of 06.12.2011 N 402-FZ "On Accounting", the publication of accounting (financial) statements must be carried out in the manner and in the cases established by federal laws. If the obligation to publish is established, the reporting, subject to mandatory audit, is published together with the auditor's report (Clause 10 of this article).

By virtue of P. 1, Art. 97 of the Civil Code of the Russian Federation, an open joint-stock company is obliged to publish an annual report, balance sheet, profit and loss account annually for public information (the profit and loss account, most likely, means the statement of financial results). The procedure for publishing financial statements by open joint-stock companies was approved by Order of the Ministry of Finance of the Russian Federation dated November 28, 1996 N 101. However, this document should soon become invalid - after 10 days after the publication of the Order of the Ministry of Finance of the Russian Federation dated 05.06.2014 N 45n Federation of November 28, 1996 N 101 "On the procedure for publishing financial statements by open joint-stock companies" - which was also the focus of the financiers (see Letter of June 25, 2014 N 07-01-06 / 30294). (At the time of preparation of the material, there was no publication yet.)

As for a closed joint stock company, it may also be obliged to publish the relevant documents for general information, if this is provided for by the Federal Law of December 26, 1995 N 208-FZ "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;

- a prospectus of securities in cases stipulated by the legal acts of the Russian Federation;

- notification of the general meeting of shareholders;

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

It also says: mandatory disclosure of information by a company, including a closed company, in the event of a public offering of bonds or other securities by it, is carried out by the company in the volume and procedure established by the Bank of Russia.

It is clear from the presented norms that closed companies are obliged to disclose the listed information only in the event of a public offering of bonds and other securities. How is the situation with regard to open societies developing?

The composition, procedure and terms of mandatory disclosure of information by a joint-stock company are prescribed in the Regulation on Disclosure of Information by Issuers of Equity Securities, approved by Order of the Federal Financial Markets Service of the Russian Federation dated 04.10.2011 N 11-46 / pz-n. According to this document, an open joint-stock company, as well as a closed joint-stock company that carried out (carries out) a public offering of bonds or other securities, are obliged to disclose, among other things, the annual accounting (financial) statements of the joint-stock company. The obligation to disclose information arises:

- at JSC - from the date state registration such a society;

- for a CJSC - from the date following the date of state registration of the issue (additional issue) of bonds or other securities of the company, placed by means of an open subscription (public offering). The obligation of 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 obliged to disclose annual accounting (financial) statements in any case, and CJSCs are obliged to disclose only when public offering of bonds and other securities.

Now let's figure out what is meant by disclosure. The annual accounting (financial) statements of the 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, its posting on the Internet on the company's website.

Should joint stock companies publish accounting (financial) statements?

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

Before proceeding to the consideration of the composition of the statements of a joint-stock company (hereinafter referred to as JSC), let us briefly recall what is meant by JSC.

A JSC is recognized as a business company, the authorized capital of which is divided into a certain number of shares between its participants (shareholders). At the same time, 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 reporting to JSC is enshrined in subparagraph 11 of paragraph 1 of article 48 of Law No. 208-FZ. So, the general meeting of shareholders (or the board of directors, if such a procedure is provided for by the charter of the joint-stock company) is subject to approval:

Annual report;

Annual accounting (financial) statements of the company.

Important!

A JSC is obliged to submit both an annual report and an annual accounting (financial) statement for approval by the shareholders' meeting.

Annual accounting (financial) statements of JSC

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

For JSCs that do not belong to small businesses, the reporting set includes:

Balance sheet;

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

Other appendices (explanations) to the financial statements.

JSCs related to small business entities fill out only 2 forms in the annual reporting:

Balance sheet;

Income statement.

The forms of the annual financial statements are approved by the Order of the Ministry of Finance of the Russian Federation dated 02.07.2010 No. 66n.

In addition, if the JSC is subject to mandatory audit, then an auditor's report is also presented in the reporting.

Important!

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

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

Shares of JSCs circulating on the organized securities market must be classified as shares in the high-tech (innovative) sector of the economy;

AO has the status of a Skolkovo member;

Legal entities are state corporations (established in accordance with Federal Law No. 7-ФЗ dated 12.01.1996 "On Non-Commercial Organizations").

JSC annual report

Requirements for the content of the annual report are established in the Regulation on the disclosure of information by issuers of equity securities, approved. The Bank of the Russian Federation dated 30.12.2014 No. 454-P (hereinafter referred to as the Regulation). So, 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 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 provided in article 70.3 of the Regulations.

Disclosure of information of JSC

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

Annual report and annual accounting (financial) statements;

Securities prospectus;

Notice of holding a general meeting of shareholders;

Other information as determined by the Bank of the Russian Federation.

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

Important!

For non-disclosure (violation of the order) and the timing of disclosure of information, administrative liability was established in the form of a fine (clause 2 of article 15.19 of the Administrative Code 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.