In what order should an OJSC disclose information in the form of a quarterly report? Quarterly reports Who signs the issuer's quarterly report

Disclose information in the form of a quarterly report in accordance with clause 10.1 of the current Regulations on the disclosure of information by issuers of equity securities (approved by the Bank of Russia dated December 30, 2014 No. 454-P) are obliged:

1. Issuers in respect of whose securities at least one securities prospectus has been registered;

2. 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. 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 was the prospectus for the issue of shares of such an issuer on the date of its approval, if the specified privatization plan provided the possibility of alienating the issuer's shares to more than 500 acquirers or an unlimited number of persons.

4. 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. 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.

And also ALL public joint stock companies (in accordance with clause 69.3 of the above Regulations).

The obligation to disclose information in the form of a quarterly report arises starting from the quarter during which the placement of the relevant securities began, and if this is provided for by the registered securities prospectus (prospectus of exchange-traded bonds or Russian depositary receipts submitted to the exchange for admission of exchange-traded bonds or Russian depositary receipts to organized trading) - from the quarter, during during which the securities prospectus was registered (from the quarter during which exchange-traded bonds or Russian depositary receipts were admitted to organized trading).

If a securities prospectus is subsequently registered, the obligation to disclose information in the form of a quarterly report arises starting from the quarter during which such securities prospectus was registered.

In the case of registration of a prospectus of shares when an issuer that is a joint-stock company acquires public status, the obligation to disclose information in the form of a quarterly report arises starting from the quarter during which the decision to register the specified prospectus of shares came into force (information about the issuer’s corporate name containing an indication of that it is a public joint-stock company was entered into the Unified State Register of Legal Entities).

The quarterly report must be drawn up in accordance with Appendix No. 3 to the Regulations on the disclosure of information by issuers of issue-grade securities.

The obligation to disclose information in the form of a quarterly report ceases on the next day after the information is published in the news feed:

On the adoption (entry into force) of a decision to recognize as failed or invalid an issue (additional issue) of securities, the state registration of which was accompanied by the registration of a securities prospectus, or an issue (additional issue) of exchange-traded bonds, or an issue of Russian depositary receipts that were admitted to organized trading on the stock exchange with the submission to the stock exchange of a prospectus of the specified securities for such admission;

On the adoption (entry into force) of a decision to invalidate the registration of a securities prospectus registered subsequently;

On the redemption of all securities that are not shares in respect of which their prospectus was registered, or all exchange-traded bonds or Russian depositary receipts in respect of which a prospectus of these securities was submitted to the exchange for their admission to organized trading;

On the decision of the Bank of Russia to release the issuer from the obligation to disclose information in accordance with Article 30 of the Federal Law “On the Securities Market”.

Procedure and timing for disclosure of the quarterly report:

1. The quarterly report of the issuer of mortgage-backed bonds, no later than 45 days from the end of the reporting quarter, is submitted to the registration authority, and the quarterly report of the issuer of mortgage-backed bonds, which is a credit institution, is also submitted to the federal executive body for the securities market.

Quarterly reports of other issuers are not submitted to the registration authority (the provision came into force on September 1, 2012);

3. Information about the issuer’s disclosure of the quarterly report is disclosed in the form of a message about a material fact about the issuer’s disclosure of the quarterly report within the following periods from the date of publication of the text of the issuer’s quarterly report on the Internet page:

in the news feed – no later than 1 day;

on the Internet page – no later than 2 days.

Our specialists have extensive experience in preparing securities prospectuses and quarterly reports of securities issuers.

As part of providing this service, our specialists:

They will analyze the constituent and internal documents of the issuer of securities;
Prepare a quarterly report;
Submit a quarterly report to the Bank of Russia or its territorial bodies within the required time frame (in cases provided for by current legislation);
They will provide support for the disclosure of information in the news feed and on the Internet page.

The obligation to disclose information in the form of a quarterly report is terminated provided that there are no other grounds for the emergence of such an obligation provided for above.

If you are interested in receiving additional information about our services, we will be happy to answer all your questions in any form convenient for you.

In an article published in one of the previous issues of the magazine, the author examined the most common issues that arise for joint-stock companies in connection with the entry into force of Bank of Russia Regulation No. 454-P “On the disclosure of information by issuers of equity securities” (hereinafter referred to as the Bank Regulation Russia), including those relating to the disclosure of information in the form of a quarterly report. Within the framework of this article, the author will give recommendations on how to fill out certain sections of this document, which can be used by issuers of securities when preparing this document for disclosure.

Clause 1.1. Information about the issuer's bank accounts

Previously, paragraph 1.1 of the quarterly report was called “Persons included in the issuer’s management bodies.” It indicated information about the persons included in each management body of the issuer, as provided for in its constituent documents, with the exception of the general meeting of shareholders (participants) of the issuer. At the same time, largely similar information was previously reflected in paragraph 5.2 “Information on persons included in the issuer’s management bodies” of the quarterly report. Thus, before the Bank of Russia Regulation came into force, there was duplication of the same information that was required to be indicated in different sections of the quarterly report.

Now paragraph 1.1 of the quarterly report is called “Information on the issuer’s bank accounts.” It requires indicating the full and abbreviated company names, location, tax identification number of each credit organization in which the issuer's current and other accounts are opened, the numbers and types of such accounts, as well as the BIC and correspondent account number of each credit organization. However, it is not required to indicate information about persons included in the issuer’s management bodies.

However, this does not mean that such important information is not reflected in the quarterly report. For this purpose, only paragraph 5.2 of the quarterly report is now intended, which, as before, is called “Information on persons included in the issuer’s management bodies.”

Clause 1.5. Information about persons who signed the quarterly report

It follows from clause 10.6 of the Regulations of the Bank of Russia that the quarterly report must be signed by the person holding the position (performing the functions) of the sole executive body of the issuer, as well as the chief accountant (another person performing his functions). In addition, the quarterly report may be signed by other persons, including the issuer’s consultants, auditor (audit organization), appraiser (legal entity on whose staff the appraiser is).

Based on the wording of paragraph 1.5 of the quarterly report, it seems that the issuer in this paragraph should indicate information about all persons who signed the quarterly report, even though information about the auditor, appraiser, and consultant of the issuer is also indicated in paragraphs 1.2 - 1.4 of the quarterly report .

This recommendation is supported, in particular, by the fact that in paragraph 1.5 of the quarterly report, among the information about the legal entity, it is required to indicate information about the address of the Internet page used by the legal entity to disclose information (if any), which is not included in other paragraphs.

At the same time, it also seems possible not to include in paragraph 1.5 of the quarterly report information about the persons who signed the quarterly report, which was disclosed in paragraphs 1.2 - 1.4 of the quarterly report. In this case, the issuer must indicate the reason why the information in this paragraph is not disclosed, and also provide a reference to the paragraph of the quarterly report where such information is disclosed.

Clause 2.2. Issuer market capitalization

In paragraph 2.2 of the quarterly report, issuers - joint-stock companies, whose ordinary shares are admitted to organized trading, must disclose information on the market capitalization of the issuer as of the end date of the last completed reporting year and as of the end date of the reporting period.

In a situation where the trading organizer does not have data on the capitalization of the joint-stock company (there is no market price for any completed transaction), the issuer can determine capitalization based on:

net asset value;
share quotations on an organized market, taking as the share price, for example, the maximum purchase price of shares on such a market on the last day of the reporting quarter;
appraisers' estimates, if any were made in the reporting quarter.

Subclause 2.3.2. Issuer's credit history

Subclause 2.3.2 of the quarterly report establishes an open list of the issuer's obligations, the fulfillment of which it must disclose information about when describing the credit history. Thus, in particular, the issuer is required to describe the fulfillment of its obligations under the credit agreements and (or) loan agreements in force during the last completed reporting year and the current year, including those concluded through the issue and sale of bonds, the principal amount of which was five and more than a percent of the book value of the issuer's assets as of the end date of the last completed reporting period, consisting of 3, 6, 9 or 12 months preceding the conclusion of the relevant agreement, as well as other credit agreements and (or) loan agreements that the issuer considers significant for itself.

At the same time, the attraction of financial resources by the issuer in the form of issuing its own bills is in many ways similar to raising funds on the basis of bonds, the inclusion of information about which is directly provided for in subclause 2.3.2 of the quarterly report. Therefore, taking into account obligations under agreements related to the issue and sale of bills by the issuer, if the amount of the principal debt on such an obligation was five percent or more, also seems necessary to fill out subparagraph 2.3.2 of the quarterly report.

In addition, it should be noted that the above reporting periods are the same for all issuers, including credit institutions. At the same time, based on clause 10.11 of the Regulations of the Bank of Russia, the information reflected in clause 2.3.2 of the quarterly report must be provided as of the end date of the completed reporting quarter, i.e. as of 31.03, 30.06, etc. d.

Subclause 2.3.3. Obligations of the issuer from the security provided by him

In subclause 2.3.3, issuers that are credit institutions additionally indicate the following information:

the total amount of obligations from the collateral provided by the credit institution - issuer in the form of a bank guarantee - the amount of all issued bank guarantees, i.e. guarantees as an instrument issued for the obligations of third parties and for the credit institution’s own obligations;
the total amount of obligations of third parties for which the credit institution - issuer provided third parties with security in the form of a bank guarantee - the amount of issued bank guarantees (clause 1) minus guarantees issued for the credit institution's own obligations, i.e. if a credit institution has guarantees issued for itself, then such guarantees are not indicated.

At the same time, the security provided by the credit institution, information about which must be disclosed in subclause 2.3.3 of the quarterly report, should also include the aval on a third-party bill, since such an aval is inherently close to a guarantee or a bank guarantee

Subclause 2.3.4. Other obligations of the issuer

The number of transactions about which information must be indicated in subclause 2.3.4 of the quarterly report includes futures transactions.

According to paragraph 1 of Article 301 of the Tax Code of the Russian Federation, a forward transaction is a transaction with a financial instrument, which is a contract that is a derivative instrument in accordance with the Law “On the Securities Market”. In addition, from paragraph 1 of Article 301 of the Tax Code of the Russian Federation it follows that the list of types of derivative financial instruments (including forwards, futures, options contracts, swap contracts) is established by the Bank of Russia in accordance with the Law “On the Securities Market”.

Article 2 of the Law “On the Securities Market” establishes that a derivative financial instrument is an agreement, with the exception of a repurchase agreement, providing for one or more obligations that are defined in Article 2 of the Law “On the Securities Market”.

Based on paragraph 1 of Article 301 of the Tax Code of the Russian Federation and Directive of the Bank of Russia dated February 16, 2015 No. 3565-U “On the types of derivative financial instruments”, derivative instruments include the following financial instruments: forwards, futures, option contracts, swap contracts. Thus, subclause 2.3.4 of the issuer’s quarterly report should reflect information on futures transactions, the instruments of which are derivative financial instruments, defined in clause 1 of Article 301 of the Tax Code of the Russian Federation and Directive of the Bank of Russia dated February 16, 2015 No. 3565-U “On types of derivatives financial instruments".

Clause 2.4. Risks associated with the acquisition of placed (placed) securities

In paragraph 2.4 of the quarterly report, the issuer must describe in detail the risk factors that arise for an investor purchasing securities placed (placed) by the issuer. At the same time, according to the preamble to Section II of the quarterly report, it follows that in the quarterly report for the second to fourth quarters, the information contained in paragraph 2.4 is indicated if there were changes in the composition of such information in the reporting quarter.

Thus, paragraph 2.4 is required to be completed only when preparing a quarterly report for the first quarter. It should be noted that if there are no changes in the composition of risk factors in the second to fourth quarters, the issuer must indicate the reason why paragraph 2.4 of the quarterly report is not completed, for example: “Changes in the composition of risks associated with the acquisition of placed (placed) securities securities did not occur in the reporting quarter.”

It should be noted that the wording of the content of paragraph 2.4 of the quarterly report does not imply the need to reflect in the quarterly reports for the second to fourth quarters the impact of changes in the political and/or economic situation in the country and in the world that took place in the reporting quarter on the risks associated with acquisition of placed (placed) securities

Issuers that are credit institutions, instead of the risks specified in subclauses 2.4.1 - 2.4.5 of clause 2.4, provide a detailed analysis of the banking risk factors specified in subclauses 2.4.8.1 - 2.4.8.6.

Thus, the issuer - credit institution does not fill out subclauses 2.4.1 - 2.4.5, but fills out subclauses 2.4.6 - 2.4.8. At the same time, subclauses 2.4.1 - 2.4.5 indicate the reason why the information is not disclosed: “subclauses 2.4.1 - 2.4.5 are not completed, since the issuer is a credit institution.”

Subclause 3.2.6. Information on the activities of certain categories of issuers

In subclause 3.2.6 of the quarterly report, issuers - credit institutions, instead of the information provided for in subclauses 3.2.2 - 3.2.4 of clause 3.2, disclose the information provided for in subclause 3.2.6.3.

Thus, the issuer - credit institution does not fill out subclauses 3.2.2 - 3.2.4, 3.2.6.1, 3.2.6.2, 3.2.6.4, 3.2.6.5, while indicating the reason why the information is not disclosed: “subparagraphs are not filled in, since the issuer is a credit institution.” In this case, subclause 3.2.6.3 of the quarterly report is filled out, which indicates information about the main, namely the predominant and priority activity for the issuer - the credit organization.

At the same time, subclause 3.2.6.3 does not contain criteria for classifying the activities of a credit organization as such. Therefore, a credit institution should independently determine the types of activities, types of banking operations provided for by the legislation of the Russian Federation, which for it are basic, predominant and of priority importance.

At the same time, it seems that when filling out subclause 3.2.6.3 of the quarterly report, first of all, it is advisable to indicate those types of activities, types of banking operations that a credit institution has the right to carry out on the basis of licenses from the Bank of Russia (FFMS of Russia).

Clause 3.4. Participation of the issuer in banking groups, bank holding companies, holdings and associations

In clause 3.4, the issuer must, among other things, indicate information about the issuer's participation in associations.

The legislation of the Russian Federation allows legal entities to create associations in the form of associations. The activities of associations are regulated by the Civil Code of the Russian Federation and the Law “On Non-Profit Organizations”, according to which associations are associations based on membership. Members of the association retain their legal independence, but bear subsidized liability for its obligations. The purpose of creating an association is to coordinate the entrepreneurial activities of its members, as well as to represent and protect common, including property, interests.

From the meaning of Article 3 of the Law “On Banks and Banking Activities” it follows that the association is an association of credit organizations that does not pursue the goal of making a profit, created to protect and represent the interests of its members, coordinate their activities, develop interregional and international relations, satisfy scientific, information and professional interests, developing recommendations for the implementation of banking activities and solving other joint problems of credit institutions.

In particular, such associations undoubtedly include:

International Banking Security Association;
International Capital Markets Association;
National Stock Association (self-regulatory non-profit organization);
Self-regulatory organization “National Association of Stock Market Participants”;
Russian National Association of SWIFT Members;
Non-profit partnership "Moscow Banking Union" (MBS);
Non-governmental non-profit organization "Association of Russian Banks" (ARB);
Non-profit organization "Association of Bill Market Participants" (AUVER);
Non-profit organization "National Monetary Association" (NMA).

As for MasterCard Worldwide and VISA International Service Association, in the form in which they operate in the Russian Federation, these are primarily international payment systems, the participants of which are Russian credit organizations. And, although you can find references to them as associations (VISA International Service Association), in the opinion of the author, they, strictly speaking, are not associations in the sense that is included in this concept by the legislation of the Russian Federation. Therefore, it seems that information about them should not be included in paragraph 3.4 of the quarterly report.

At the same time, the list of associations should include the MasterCard Members Association (non-profit organization) - a non-governmental non-profit organization whose members are the largest Russian credit organizations - participants in the MasterCard Int. payment system, who have a license to use MasterCard products, as well as payment system MasterCard Int.

Clause 3.6. Composition, structure and cost of the issuer's fixed assets, information on plans for the acquisition, replacement, disposal of fixed assets, as well as all facts of encumbrance of the issuer's fixed assets

Clause 3.6 of the quarterly report, among other things, requires information about plans for the acquisition, replacement, disposal of fixed assets, the cost of which is 10 percent or more of the value of the issuer's fixed assets, and other fixed assets at the discretion of the issuer.

Considering paragraph 3.6 of the quarterly report, it should be noted that in paragraph 10.10 The Regulations of the Bank of Russia establish: if the issuer’s securities are not admitted to organized trading and the issuer is not an organization that provided security for the bonds of another issuer that are admitted to organized trading, the quarterly report may not include, among other things, information on fixed assets issuer specified in subclause 3.6.1 of clause 3.6 of sectionIIIPart B of Appendix 3 to the Regulations of the Bank of Russia. However, in Appendix 3 to the Regulations of the Bank of Russia, subclause 3.6.1 is missing. There was a typo in clause 10.10 of the Bank of Russia Regulations. Therefore, everything said in clause 10.10 of the Bank of Russia Regulations regarding the issuer’s fixed assets does not relate to subclause 3.6.1, but directly to clause 3.6. Accordingly, an issuer that meets the above conditions, together with other information contained in clause 10.10 of the Bank of Russia Regulations, has the right not to include clause 3.6 in the quarterly report.

At the same time, it should be noted that according to clause 2.13 of the Regulations of the Bank of Russia, if the issuer does not disclose any information, the disclosure of which is required in accordance with the legislation of the Russian Federation and the Regulations of the Bank of Russia, including does not indicate in the quarterly report the information specified in Clause 3.6 of the Bank of Russia Regulations, in particular information about fixed assets, the issuer must indicate the reason why such information is not disclosed to them.

If the quarterly report is prepared using a questionnaire program for preparing a quarterly report developed by Interfax, then the basis for which clause 3.6 is not filled out will be generated automatically when the corresponding option is activated (checking the box). When preparing a quarterly report in a text editor, paragraph 3.6 may contain, for example, the following phrase: “Due to the fact that the issuer’s securities are not admitted to organized trading and the issuer is not an organization that provided security for the bonds of another issuer that are admitted to organized trading, based on clause 10.10 of the Information Disclosure Regulations, this information is not included by the issuer in the quarterly report.”

As for plans for the acquisition, replacement, disposal of fixed assets, the Regulations of the Bank of Russia do not define the concept of the above plan, and also do not establish requirements for its approval. According to the author, this kind of plan should be understood as a document in which the issuer describes the pre-planned sequence and timing of the acquisition, replacement, disposal of fixed assets, drawn up taking into account the actual availability and planned need for each type of fixed assets used by the issuer in its activities. The plan may be approved by an official of the issuer, who is entrusted with the implementation of such documents by internal documents.

Clause 4.3. Issuer's financial investments

Clause 4.3 of the quarterly report provides a list of the issuer's financial investments, which constitute five or more percent of all its financial investments as of the end of the corresponding reporting period. This list is presented separately for issue-grade securities, non-issue-grade securities and other financial investments of the issuer (contributions to the authorized capital of limited liability companies, issued loans and credits, etc.). Information is also provided on created reserves for impairment of securities.

If financial investments in securities amount to less than 5 percent, then information about created reserves for the depreciation of securities is not indicated.

Clause 4.6. Analysis of development trends in the area of the issuer’s core activities

In paragraph 4.6 of the quarterly report, it is necessary to indicate the main trends in the development of the sector of the economy in which the issuer carries out its main activities for the last completed reporting year and for the corresponding reporting period, consisting of 3, 6, 9 and 12 months of the current year, as well as the main factors influencing influence on the state of the industry.

Thus, in the quarterly report for the 1st quarter, the analysis is carried out for the last reporting year and the 1st quarter, and then on a cumulative basis (for example, 1st quarter 2015 - 2014 + 3 months of 2015, 2nd quarter 2015 -2014 + 6 months 2015, etc.).

Clause 5.2. Information about persons included in the issuer’s management bodies

In paragraph 5.2 of the quarterly report for each person included in the management body, it is required to indicate all positions that this person held and/or holds in the issuer and other organizations over the past five years and currently in chronological order, including part-time work.

Strictly speaking, based on Article 15 of the Labor Code of the Russian Federation, a position should be understood as the performance by a person, under the terms of a concluded employment contract, of a certain labor function for the corresponding position provided for in the staffing table with the establishment of the appropriate amount of remuneration (see Letter of the Bank of Russia dated August 26, 2008 No. 04-31-1/4323).

When using this approach, it turns out that the issuer may not disclose information that a person who is part of its management bodies is, for example, a member of the board of directors of another organization, if an employment contract is not concluded with him and remuneration is not paid for work on the board directors (supervisory board). However, this does not seem entirely correct. Therefore, in paragraph 5.2 of the quarterly report, in the opinion of the author, it is advisable to indicate information not only about the positions that the person held in the management bodies of the organization, but also about participation in the work of management bodies, on boards, commissions, etc. d. other organizations outside the staffing table of such organization on a free basis.

Clause 5.3. Information on the amount of remuneration and (or) compensation for expenses for each management body of the issuer

Clause 5.3 of the quarterly report does not require separate disclosure of the amount of remuneration of an individual who held the position of sole executive body of the joint-stock company in the reporting year, including those who ceased to perform their duties in the reporting period, unless such person was the manager.

The following must be taken into account:

if the sole executive body is a member of both the board of directors and the collegial executive management body, then the remuneration and compensation of such a person as a member of the board of directors should be included in the remuneration and compensation for the board of directors, and as a sole executive body - in the remuneration and compensation for collegial executive body;
if the sole executive body (in the absence of a collegial executive body) was a member of the board of directors, then all remuneration paid to him for the year, including wages and (or) compensated expenses associated with the exercise of functions in the said management bodies, are included in the total amount of remuneration paid and (or) reimbursed expenses by the board of directors.

Clause 5.5. Information on persons included in the bodies monitoring the financial and economic activities of the issuer

Clause 5.5 of the quarterly report discloses information about the auditor or the personnel of the audit commission and other bodies of the issuer for monitoring its financial and economic activities.

According to paragraph 1 of Article 85 of the Law “On Joint Stock Companies”, an audit commission (auditor) of the company is elected by the general meeting of shareholders in accordance with the company’s charter to exercise control over the financial and economic activities of the company. Thus, the current legislation of the Russian Federation does not directly provide for other bodies of control over the financial and economic activities of a joint-stock company other than the audit commission.

At the same time, from paragraph 3 of Article 1 of the Law “On Joint-Stock Companies” it follows that the specifics of the creation, reorganization, liquidation, and legal status of joint-stock companies in the field of banking activities are determined by federal laws.

Based on clause 2.2 of Bank of Russia Regulation No. 242-P, along with the audit commission (auditor), internal control in accordance with the powers defined by the constituent and internal documents of the credit organization is also carried out by the internal audit service and the internal control service.

Clause 5.5 of Appendix 3 to the Regulations of the Bank of Russia establishes that if the issuer has a separate structural unit (divisions) for risk management and internal control (other than the audit commission (auditor), a body (structural unit) exercising internal control over financial and economic activities of the issuer) and (or) a separate structural unit (service) of internal audit, information is indicated in relation to the head of such a separate structural unit (body) of the issuer.

Thus, in paragraph 5.5 of the quarterly report there is no need to indicate information about all employees of structural divisions performing functions of control over the financial and economic activities of the issuer (other than the audit commission).

Clause 5.6. Information on the amount of remuneration and (or) compensation of expenses for the body controlling the financial and economic activities of the issuer

Information is disclosed regarding the audit committee. It should be noted that such information is not disclosed in relation to an individual holding the position (performing the functions) of an auditor of the issuer.

If in the structure of the issuer, in addition to the audit commission (auditor), divisions have also been created that exercise internal control over the financial and economic activities of the issuer, then paragraph 5.6 of the quarterly report discloses information on the amount of remuneration and (or) compensation for expenses for such structural divisions. Moreover, the issuer must take into account the income that was paid to all employees of the issuer’s control divisions, and not just their managers.

In practice, a situation may arise when the same person is simultaneously a member of both the audit commission and another body monitoring financial and economic activities (internal audit service or internal control service).

In such a situation, by analogy with the disclosure of information in paragraph 5.3 of the quarterly report, it seems quite logical that the remuneration of such a person paid for work performed within the framework of control as a member of the audit commission should be indicated in payments to the audit commission, and the rest - for another control body (for example, for internal audit service or internal control service). However, the issuer must keep in mind that paragraph 5.6 of the quarterly report still does not directly provide for such a possibility.

Another situation is also possible: the issuer’s control body, different from the audit commission, consists of one employee working under an employment contract. In this case, again, it seems logical, by analogy with the disclosure of information in paragraph 5.3 of the quarterly report, not to disclose information about his remuneration in the form of wages. However, as in the case described above, paragraph 5.6 of the quarterly report does not directly provide for such a possibility.

Clause 6.6. Information on transactions carried out by the issuer in which there was an interest

In paragraph 6.6 of the quarterly report, it is necessary to indicate information on the number and volume in monetary terms of transactions completed by the issuer, recognized in accordance with the legislation of the Russian Federation as transactions in which there was an interest, requiring approval by the authorized management body of the issuer, based on the results of the last reporting quarter, regardless of the fact of their approvals in the reporting period, including:

about transactions that were completed before their approval;
about transactions that were completed and subsequently approved during the same quarter;
about transactions that were completed in one quarter and approved after the end date of the reporting quarter (in the next quarter, the next quarter, etc.).

In this case, detailed information is indicated in relation to each transaction in which there was an interest, completed by the issuer in the reporting quarter, but not approved at the time of its completion.

At the same time, it should be noted that the legislation of the Russian Federation establishes a regime of secrecy (tax, commercial, state, banking, etc.) in relation to certain amounts of information, which implies the imposition of restrictions on access to such information by an unlimited number of persons. So, for example, in accordance with paragraph 1 of Article 857 of the Civil Code of the Russian Federation, a joint-stock company - a credit organization is obliged to guarantee the secrecy of a bank account and bank deposit, account transactions and information about the client. This provision of the Civil Code of the Russian Federation raises the question of the legality of disclosing information about transactions as part of the annual report (opening a bank deposit, issuing a loan, etc.), which, on the one hand, are a bank secret, and on the other hand, are subject to disclosure as part of information about transactions in the annual report.

Thus, as part of the information on transactions that must be disclosed in the quarterly report of a joint-stock company - a credit organization, information on the essential terms of transactions in terms of information on transactions, accounts and deposits of its clients and correspondents may be classified as banking secrecy.

Accordingly, according to clause 2.13 of the Regulations of the Bank of Russia, such information may not be disclosed in the quarterly report of the joint-stock company, but it is necessary to indicate the reason why such information is not disclosed. At the same time, the list of transactions, as well as information about the interested person (persons) and the management body of the joint-stock company that made the decision to approve the transaction, cannot be classified as a bank secret and are subject to disclosure in the quarterly report of the joint-stock company in the general manner established by the Regulations of the Bank of Russia.

Clause 7.6. Information on significant changes that occurred in the composition of the issuer’s property after the end date of the last completed financial year

In paragraph 7.6 of the quarterly report, it is necessary to indicate information about significant changes in the composition of the issuer’s property that occurred within 12 months before the end of the reporting quarter. Since the materiality criterion for this case has not been defined, each issuer has the right to independently establish such a criterion for itself.

At the same time, from established practice, it seems possible to use as a criterion a change in the size of property that took place in the reporting period, for example, a change in the book value of the issuer's property by 10 percent or more. In this case, it is advisable to take into account all the issuer’s property, including those on the balance sheet of branches and the head office.

Subclause 8.1.5. Information on significant transactions completed by the issuer

Subclause 8.1.5 of the quarterly report contains information on material transactions for the last completed reporting period, consisting of 3, 6, 9 or 12 months preceding the date of the transaction.

Thus, the quarterly report for the 1st quarter contains information on significant transactions for the last reporting year and the 1st quarter, and then on an accrual basis (for example, 1st quarter 2015 - 2014 + 3 months of 2015; 2nd quarter 2015 - for 6 months 2015; 3rd quarter of 2015 - for 9 months of 2015, etc.).

Subclause 8.1.6. Information on the issuer's credit ratings

Subclause 8.1.6 of the quarterly report must be completed in the quarterly report for the first quarter. In quarterly reports for the second - fourth quarters, this item is not filled in if there were no changes in the composition of such information in the reporting quarter. If there have been changes in the rating, the issuer fills out this sub-item of the quarterly report.

At the same time, the issuer has the right to fill out this sub-item of the quarterly report for the second - fourth quarter at its own discretion.

Subclause 8.7.1. Information on declared and paid dividends on the issuer's shares

Based on paragraph 9 of Article 42 of the Law “On Joint Stock Companies”, dividends that were declared, but were not paid to persons entitled to receive them, due to the fact that the joint stock company or the registrar does not have accurate and necessary address information of such persons or their bank account details, or due to other delay by the creditor, are unclaimed dividends.

Thus, unclaimed dividends are included in the declared dividends, but at the same time they turn out to be unpaid for reasons beyond the control of the joint-stock company.

In paragraph 8.7.1 of the quarterly report, the amount of unclaimed dividends should be taken into account in the total amount of accrued (to be paid) dividends on shares of the joint-stock company, while reducing the amount of dividends paid by their amount and indicating the reasons for non-payment of declared dividends in full.

Clause 7.1. Annual accounting (financial) statements of the issuer

From paragraph 6 of Article 30 of the Law “On the Securities Market” and paragraph a) of paragraph 7.1 of Appendix 3 to the Regulations of the Bank of Russia, it follows that the quarterly report for the first quarter includes the annual accounting (financial) statements of the issuer for the last completed reporting year, compiled in in accordance with the requirements of the legislation of the Russian Federation, with the attached auditor's report in relation to the specified accounting (financial) statements.

In this regard, it should be noted that in accordance with Part 1 of Article 14 of the Law “On Accounting”, financial statements consist of a balance sheet, a statement of financial results and appendices to them (the explanatory note is included in the financial statements).

In addition, according to paragraphs 3 and 4 of the Order of the Ministry of Finance of Russia dated July 2, 2010 No. 66n “On the forms of financial statements of organizations” (hereinafter referred to as Order No. 66n), the appendices to the balance sheet and the financial performance statement include a statement of changes in capital, cash flow statement and other annexes (explanations).

Such annexes (explanations) are presented in tabular and (or) text form.

The content of the explanations, presented in tabular form, is determined by organizations independently, taking into account Appendix No. 3 to Order No. 66n.

According to clause 1.1 of the Bank of Russia Directive No. 3081-U dated October 25, 2013 “On the disclosure by credit institutions of information about their activities,” the annual accounting (financial) statements of credit institutions include the forms and information established in clause 1.5 of the Bank of Russia Directive dated September 4 .2013 No. 3054-U “On the procedure for credit institutions to prepare annual accounting (financial) statements”, including:

0409807 “Income Statement (Published Form).”

Appendixes to the balance sheet and income statement:

0409808 “Report on the level of capital adequacy to cover risks, the amount of reserves to cover doubtful loans and other assets (published form)”;
0409813 “Information on mandatory standards (published form)”;
explanatory information for annual reporting.

It should be noted that currently joint stock companies (regardless of type) cannot use simplified accounting methods, including simplified accounting (financial) statements, and are also required to audit annual accounting (financial) statements, which excludes the possibility that a joint stock company the company's annual accounting (financial) statements and auditor's report thereto.

Since the annual accounting (financial) statements are disclosed as part of the quarterly report for the first quarter together with the auditor’s report drawn up in relation to such statements, the issuer, when concluding an agreement with the auditor, must take into account that the quarterly report for the first quarter must be disclosed no later than 45 days from the date the end of the first quarter, that is, no later than May 15 of the current year. Thus, the auditor's report on the annual accounting (financial) statements must be ready by the date of disclosure of the quarterly report for the first quarter.

Disclosure of annual accounting (financial) statements as part of the quarterly report for the first quarter in violation of its composition and without an auditor's report is grounds for bringing the issuer to administrative liability under Part 2 of Article 15.19 of the Code of Administrative Offenses of the Russian Federation.

According to paragraph 12 of Article 30 of the Law “On the Securities Market” and paragraph b) of paragraph 7.1 of Appendix 3 to the Regulations of the Bank of Russia, if the issuer has annual financial statements drawn up in accordance with IFRS or other internationally recognized rules other than IFRS, such financial The issuer's reporting, together with the auditor's report, is disclosed as part of the quarterly report for the second quarter of the next reporting year.

At the same time, it should be noted that the disclosure of annual accounting (financial) statements as part of quarterly reports does not relieve the obligation to disclose its text on a page on the Internet.

Clause 7.2. Interim accounting (financial) statements of the issuer

According to paragraph 7 of Article 30 of the Law “On the Securities Market” and paragraph a) of paragraph 7.2 of Appendix 3 to the Regulations of the Bank of Russia, the quarterly reports for the second and third quarters include the interim accounting (financial) statements of the issuer for completed reporting periods, consisting of six and nine months of the reporting year, respectively.

In this regard, it should be noted that the composition of the interim accounting (financial) statements is similar to the composition of the annual accounting (financial) statements, which was discussed above.

Based on clause 1.1 of Bank of Russia Directive No. 3081-U dated October 25, 2013 “On the disclosure of information about their activities by credit institutions,” an issuer that is a credit institution should include interim accounting (financial) statements in its quarterly reports for the 1st to 3rd quarters the composition of the following reporting forms established by Bank of Russia Directive No. 2332-U dated November 12, 2009 “On the list, forms and procedure for compiling and submitting reporting forms of credit institutions to the Central Bank of the Russian Federation”, and information:

0409806 “Balance sheet (published form)”;
0409807 “Report on financial results (published form)”;

Appendixes to the balance sheet and financial results statement consisting of:

0409808 “Report on the level of capital adequacy to cover risks, the amount of reserves for possible losses on loans and other assets (published form)”;
0409813 “Information on mandatory standards and financial leverage indicator (published form)”;
0409814 “Statement of cash flows (published form)”;
explanatory information for interim accounting (financial) statements.

Thus, the inclusion by credit institutions in the quarterly reports for the first - third quarters as quarterly accounting (financial) statements of the turnover sheet for the accounting accounts of the credit institution (form 0409101) and the profit and loss statement of the credit institution (form 0409102) is not appropriate compliance with the requirements of the legislation of the Russian Federation on securities for the disclosure of information by issuers.

_______________________________________________

Vavulin D.A. On the issue of the entry into force of Bank of Russia Regulation No. 454-P dated December 30, 2014 “On the disclosure of information by issuers of equity securities” // Joint Stock Company: Issues of Corporate Governance. 2015. No. 7 (134).

Aval - guarantee on a bill. It can be affixed by any person other than the payer or drawer. The one who puts an aval is called an avalist. Aval on a bill is equivalent to the legal concept of surety. The avalist is liable on an equal basis with the drawer, and his obligation is valid even if the obligation that he guaranteed turns out to be invalid for any reason other than a defect in form. In this respect, aval is completely equal not to a guarantee, which is additional (accessory) in relation to the main obligation, but to a bank guarantee.

The obligation to disclose information in the form of a quarterly report applies to:

For issuers in respect of whose securities at least one securities prospectus has been registered;

For issuers whose state registration of at least one issue (additional issue) of securities 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;

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.

The obligation to disclose information in the form of a quarterly report arises starting from the quarter during which the securities prospectus was registered. In the event of registration of two or more securities prospectuses of the issuer, the obligation to disclose information in the form of a quarterly report arises starting from the quarter during which the first securities prospectus was registered.

The obligation to disclose information in the form of a quarterly report ceases on the next day after the information is published in the news feed:

On the adoption (entry into force) of a decision to recognize an issue (additional issue) of securities, the state registration of which was accompanied by the registration of a prospectus of securities or a prospectus for the issue of securities, as failed or invalid;

On the adoption (entry into force) of a decision to invalidate the registration of a securities prospectus registered after the state registration of a report on the results of the issue (additional issue) of securities;

On the redemption of all securities in respect of which a securities prospectus, a securities issue prospectus was registered or a privatization plan was approved, recognized as of the date of its approval by the stock issue prospectus, with the exception of the redemption of securities as a result of their conversion, if the number of holders of the securities placed as a result of such conversion, exceeds 500.

If the approval of the quarterly report is provided for by the charter (constituent documents) or other internal documents of the issuer, the quarterly report must be approved in accordance with such documents of the issuer.

The quarterly report is signed by the person holding the position (performing the functions) of the sole executive body of the issuer, as well as the chief accountant (another person performing his functions), thereby confirming the completeness and reliability of all information contained in the quarterly report. The quarterly report may be signed by other persons, including the issuer's consultants, auditor, appraiser, confirming the accuracy of the information in the part of the quarterly report specified by them.

A quarterly report is compiled based on the results of each quarter. Information is provided by the issuer in the quarterly report as of the end date of the completed reporting quarter. The quarterly report is submitted to the registration authority no later than 45 days from the end of the reporting quarter. The quarterly report of the issuer of mortgage-backed bonds, which is a credit institution, is also submitted to the federal executive body for the securities market within the specified period.

Within no more than 45 days from the end of the corresponding quarter, the issuer is obliged to publish the text of the quarterly report on the Internet. The text of the quarterly report must be available on the Internet page for at least 3 years from the date of its publication on the Internet. No later than 1 day from the date of publication of the text of the quarterly report on the Internet page, the issuer is obliged to publish in the news feed a message about the procedure for accessing the information contained in the quarterly report.

A message on the procedure for accessing information contained in the quarterly report must be drawn up in the following form.

Appendix 11

Message about the procedure for accessing information,

1. General information
1.1. Full corporate name of the issuer (for a non-profit organization - name).
1.2. Abbreviated corporate name of the issuer.
1.3. Location of the issuer.
1.4. OGRN of the issuer.
1.5. Issuer's TIN.
1.6. Unique issuer code assigned by the registration authority.
1.7. Address of the Internet page used by the issuer to disclose information.

│2.1. The name of the document containing information to which │

│access is provided: quarterly report │

│indicating the year and number of the quarter based on the results of which it was compiled. │

│Internet used by the issuer to disclose information. │

│2.3. The procedure for the issuer to provide copies of the quarterly report │

│to interested parties. │

┌─────────────────────────────────────────────────────────────────────────┐

│ 3. Signature │

├─────────────────────────────────────────────────────────────────────────┤

│3.1. Job title │

│authorized person of the issuer _________________ I.O. Last name │

│ (signature) │

│3.2. Date "___" ___________ 20___ M.P. │

└─────────────────────────────────────────────────────────────────────────┘

Appendix 12

Approved "__" ________ 200__

(the authorized body is indicated

______________________________________

management of the issuer, which approved

______________________________________

quarterly report)

Protocol dated "___" ______ 200__ N __

______________________________________

(approval mark is indicated

______________________________________

on the title page of the quarterly

______________________________________

report if necessary

______________________________________

its approval is provided for by the charter

______________________________________

(constituent documents) or other

______________________________________

internal documents of the issuer)

QUARTERLY REPORT

(full company name is indicated

___________________________________________________________________________

(for a non-profit organization - name) of the issuer)

┌──┬──┬──┬──┬──┐ ┌──┐

Issuer code: │ │ │ │ │ │ - │ │

└──┴──┴──┴──┴──┘ └──┘

for the _______ quarter of 20___

Location of the issuer: _____________________________________________________

(location indicated

___________________________________________________________________________

(address of the permanent executive body of the issuer

___________________________________________________________________________

(another person authorized to act on behalf of the issuer

___________________________________________________________________________

without power of attorney) of the issuer)

The information contained in this quarterly report is subject to

disclosure in accordance with the legislation of the Russian Federation on

securities.

│ _____________________________ _______________ ____________________ │

│ (job title (signature) (Job Last Name) │

│ _____________________________ │

│ the head of the issuer) │

│Date "___" ___________ 20___ │

│ ______________________________ _______________ ___________________ │

│ (name of the person’s position, (signature) (I.O. Last name) │

│ performing functions │

│ ______________________________ │

│ chief accountant of the issuer) │

│Date "___" ___________ 20___ M.P. │

│Contact person: _______________________________________________________ │

│ (position, surname, first name, patronymic are indicated │

│ contact person of the issuer) │

│Phone: ________________________________________________________________ │

│ (indicate the telephone number(s) of the contact person) │

│Fax: ___________________________________________________________________ │

│ (indicate the issuer's fax number(s)) │

│Email address: ________________________________________________ │

│ (indicate your email address │

│________________________________________________________________________ │

│ contact person (if available)) │

│Address of page(s) │

│on the Internet, _____________________________________________________ │

│on which it opens │

│information contained │

│in this quarterly │

│report │

On this issue, we adhere to the following position: if the joint-stock company has not been released in accordance with the established procedure from the obligation to disclose information about securities or other circumstances have not arisen that constitute the basis for termination of such an obligation, the company is obliged to disclose information in the form of a quarterly report in the manner specified. provided for by Bank of Russia Regulation No. 454-P dated December 30, 2014 “On the disclosure of information by issuers of equity securities.”

To be exempt from the obligation to disclose information, in particular in the form of a quarterly report, the issuer has the right to apply to the Bank of Russia with an application, to which documents must be attached confirming its compliance with the conditions that form the basis for such exemption.

Justification of the position

In accordance with paragraph 4 of Art. 30 of the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market” (hereinafter referred to as Law No. 39-FZ) in the case of registration of a securities prospectus, admission of exchange-traded bonds or Russian depositary receipts to organized trading with the submission of a prospectus of these securities to the stock exchange For such admission, the issuer, after the start of the placement of the relevant issue-grade securities or, if provided for by the securities prospectus, after its registration, the admission of exchange-traded bonds or Russian depositary receipts to organized trading, is obliged to disclose information on the securities market, in particular in the form of a quarterly report of the issuer issue-grade securities (hereinafter referred to as the quarterly report).

According to clause 10.1 of Bank of Russia Regulation No. 454-P dated December 30, 2014 “On the disclosure of information by issuers of issue-grade securities” (hereinafter referred to as Regulation No. 454-P), the obligation to disclose information in the form of a quarterly report in the manner prescribed by this Regulation applies to issuers specified in this norm, including those in respect of whose securities at least one securities prospectus was registered or the state registration of at least one issue (additional issue) of securities was accompanied by the registration of a securities prospectus in the event of placement of such securities securities by open subscription or by closed subscription among a circle of persons whose number exceeded 500, as well as on 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 the prospectus for the issue of shares of such an issuer as of the date of its approval, if the specified privatization plan provided for the possibility of alienation of the issuer's shares to more than 500 acquirers or an unlimited number of persons.

The list of grounds on which the obligation to disclose information in the form of a quarterly report is terminated is given in clause 10.3 of Regulation No. 454-P. According to this norm, such an obligation ceases the next day after the information is published in the news feed:

on the adoption (entry into force) of a decision to invalidate or invalidate an issue (additional issue) of securities, the state registration of which was accompanied by the registration of a securities prospectus, or an issue (additional issue) of exchange-traded bonds, or an issue of Russian depositary receipts that were admitted to organized trading on the stock exchange with the submission to the stock exchange of a prospectus of the specified securities for such admission;
on the adoption (entry into force) of a decision to invalidate the registration of a securities prospectus registered subsequently;
on the redemption of all securities that are not shares in respect of which their prospectus was registered, or all exchange-traded bonds or Russian depositary receipts in respect of which a prospectus of these securities was submitted to the exchange for their admission to organized trading;
on the decision of the Bank of Russia to release the issuer from the obligation to disclose information in accordance with Art. 30 of Law No. 39-FZ.

Within the meaning of the above norm, this list is exhaustive.

Let us note that making a decision to release the issuer from the obligation to disclose information on the securities market falls within the competence of the Bank of Russia in accordance with clause 1 of Art. 30.1 of Law No. 39-FZ as amended by Federal Law No. 251-FZ of July 23, 2013 (hereinafter referred to as Law No. 251-FZ), which entered into force on September 1, 2013. Previously, the Federal Financial Markets Service of Russia had the relevant competence (Article 30.1 of Law No. 39 -FZ as amended in force until September 1, 2013, letter of the Ministry of Finance of Russia dated August 27, 2013 No. 02-04-10/35057).

According to paragraph 2 of Art. 49 of Law No. 251-FZ licenses, permits, certificates, accreditations, status issued (executed or assigned), in particular, by the Federal Commission for the Securities Market of Russia, the Federal Financial Markets Service of Russia, are valid until their expiration date. If the specified licenses, permits, certificates, accreditations, status are issued (executed or assigned) without a limitation on the validity period, then they are valid indefinitely.

Therefore, in our opinion, if the Federal Financial Markets Service of Russia, before September 1, 2013, in accordance with the established procedure, notified the joint-stock company of its exemption from the obligation to disclose or provide information in accordance with Art. 30 of Law No. 39-FZ (clause 3.5 of the Procedure for considering applications from issuers that are joint-stock companies for exemption from the obligation to disclose or provide information in accordance with Article 30 of the Federal Law “On the Securities Market” (approved by order of the Federal Financial Markets Service of Russia dated 09.12 .2010 No. 10-75/pz-n, hereinafter referred to as the Procedure)), then in the absence of newly emerged grounds for such disclosure (clause 10.1 of Regulation No. 454-P), the joint-stock company (hereinafter also referred to as the company) is not obliged to disclose information in the form quarterly report.

At the same time, we would like to draw your attention to the fact that the possibility of exempting issuers from disclosing information on the securities market, including in the form of a quarterly report, is provided for by the provisions of Art. 30.1 of Law No. 39-FZ, art. 92.1 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the Law on JSC) as amended by the Federal Law of October 4, 2010 No. 264-FZ, which came into force on January 1, 2011. Therefore, in 2009 the company could not be exempted from the obligation to disclose information in accordance with Art. 30 of Law No. 39-FZ. Such a basis for terminating the obligation to disclose information in the form of a quarterly report, as releasing the issuer from such an obligation, was not provided for in clause 5.3 of the Regulations on the disclosure of information by issuers of equity securities (approved by order of the Federal Financial Markets Service of Russia dated October 10, 2006 No. 06-117/pz -m) as amended in 2009. This provision provided that the obligation to disclose information in the form of a quarterly report ceases (provided there are no other grounds for its occurrence) the next day after the information is published in the news feed:

on the adoption (entry into force) of a decision to recognize an issue (additional issue) of securities, the state registration of which was accompanied by the registration of a prospectus of securities or a prospectus for the issue of securities, as failed or invalid;
on the adoption (entry into force) of a decision to invalidate the registration of a securities prospectus registered after the state registration of a report on the results of the issue (additional issue) of securities;
on the redemption of all securities in respect of which a securities prospectus, a securities issue prospectus was registered or a privatization plan was approved, recognized as of the date of its approval by the stock issue prospectus, with the exception of the redemption of securities as a result of their conversion, if the number of holders of the securities placed as a result of such conversion, exceeds 500.

Therefore, if a company ceased its obligation to disclose information in the form of a quarterly report in 2009 or in another period of time, then the company is obliged to disclose information in this form in accordance with Regulation No. 454-P only if it has new the basis for disclosing such information (for example, a prospectus has been registered). If the circumstances with which regulatory legal acts connected (or connect) the termination of the issuer’s obligation to disclose information in the form of a quarterly report did not occur, the company retains such an obligation. In this case, the obligation to disclose information in the form of a quarterly report is terminated on the grounds provided for in clause 10.3 of Regulation No. 454-P, in particular, in connection with the release of the company by the Bank of Russia from the obligation to disclose or provide information about securities. For the Bank of Russia to make a decision to release the issuer from the obligation to disclose or provide information in accordance with Art. 30 of Law No. 39-FZ, the company must submit to the Bank of Russia the documents provided for in clause 2.1 of the Procedure (see also clause 1 of Article 49 of Law No. 251-FZ).

Please note that a joint stock company may be exempt from the obligation to disclose information about securities in accordance with Art. 30 of Law No. 39-FZ, while simultaneously meeting the following conditions:

the decision to apply to the Bank of Russia with a corresponding application was made by the general meeting of shareholders of the company by a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders;
the issuer does not have any other issue-grade securities, with the exception of shares in respect of which a prospectus for such securities has been registered;
the issuer's issue-grade securities are not included in the list of securities admitted to organized trading;
the number of shareholders of the issuer does not exceed 500 (Clause 1, Article 30.1 of Law No. 39-FZ, Article 92.1 of the Law on JSC).

By order number MMV-7-11/450 dated October 14, 2015, the Federal Tax Service of Russia approved the “6-NDFL” form. The new reporting of the quarterly certificate 2-NDFL does not cancel. They, as before, must be submitted to the inspection at the end of the year.

2016: submission of the monthly personal income tax report form

Starting from 2016, all organizations must fill out quarterly, and then. For the first time, a new report will need to be submitted for the 1st quarter. This will need to be done no later than May 4 of this year, 2016. Why May 4th? Therefore, April 30 falls on a Saturday, and May 1-3 is a weekend.

At the same time, the new report does not replace or cancel the “2-NDFL” certificate. It, as before, will need to be submitted no later than the first of April next year.

You can submit the report on paper, but provided that the number of employees who were paid by you is up to 25 people. This is stated in paragraph 2 of Article 230 of the Tax Code of the Russian Federation. This limit is also an innovation. By this time, it was allowed to report on paper if the number of employees was up to 10 people. The new limit applies to both “2-NDFL” and “6-NDFL”. And it is possible to apply it, as noted in the letter of the Federal Tax Service of the Russian Federation under the number BS-4-11/19263 dated November 5, 2015, starting with reporting for the previous year.

And now a few words about the new deadlines for personal income tax reporting from this year, 2016. There is no need to submit “2-NDFL” reports for the first quarter, half a year and 9 months. As for “6-NDFL”, reporting for the 1st quarter must be submitted no later than May 4, for the six months - no later than August 1, for nine months - no later than October 31. But at the end of the year, reporting on “2-NDFL” must be submitted no later than March 1 of the year that follows the tax year (about the impossibility of receiving personal income tax). And about income from which personal income tax was withheld - no later than April 1 of the year following the tax year. According to “6-NDFL”, year-end reports must be submitted no later than April 30 of the year following the tax year.

Fines for failure to submit the monthly report form to the personal income tax in 2016

As the legislation says (clause 1.2 of Article 126 of the Tax Code of the Russian Federation), in case of failure to submit a quarterly report, the fine for each month of delay will be 1000 rubles. In addition, if the payment is late by more than 10 working days, the inspectors have the right to block the company’s current account due to the delay in payment. This is noted in paragraph 3.2 of Article 76 of the Tax Code of Russia.

In addition to late submission of reports, there are other reasons for penalties in the code - liability for false information, which is 500 rubles for each document with errors. And it doesn’t matter in which “2-NDFL” or “6-NDFL”. The above is stated in the new article “126.1”. However, if there are mistakes, a fine can be avoided if company representatives see their mistakes before the tax authorities themselves.

Filling out the monthly report form in 2016

“6-NDFL” is submitted by tax agents. This form was approved by order of the Federal Tax Service of the Russian Federation with the number ММВ-7-11/450@ dated October 14, 2015.

Tax agents fill out the “6-NDFL” calculation and submit it to the tax authority at the place of registration using the “60-NDFL” form.

The “6-NDFL” calculation is formed from the following components:

The title page is page "001";

Section 1 entitled “Generalized Indicators”;

Section 2 with the name “Give the amounts of actually received income and withheld tax on personal income.”

The calculation is made for the first quarter, 6 months, 9 months and a year, that is, on a cumulative basis.

The “6-NDFL” Calculation form must be filled out on the basis of income accounting data accrued and paid to individuals by the tax agent, as well as tax deductions provided to individuals, withheld and calculated personal income tax, which are currently contained in tax accounting registers.

In the same case, if the indicators of such sections of the form of this Calculation “6-NDFL” cannot be placed on one page, then the required number of pages is filled out.

The field called "Page" Filled out on all pages of the Calculation form, with the exception of the page marked “001”.

When filling out the Calculation form, it is prohibited:

Correct errors by corrective or other similar means;

Print the calculation on both sides of a sheet of paper;

Staple the Calculation sheets, which will lead to damage to the paper.

On each page of the Calculation form, in the field entitled “I confirm the accuracy and completeness of the information specified on this page,” you must put the date of signing and a personal signature:

The head of the enterprise in case of confirmation of the completeness and accuracy of the information in the case of Calculation by the head of the enterprise;

A notary who is engaged in private practice, an individual entrepreneur, a notary, a lawyer who founded a law office in case of confirmation of the completeness and accuracy of the information in the Calculation of Individual Entrepreneurs, a private notary and a lawyer who founded a law office;

A representative of a tax agent if the completeness of the information in the Calculation is confirmed by a representative of a tax agent.

In the First Section you must indicate:

On the line called “010” - the tax rate at which the tax amount was calculated;

For the line named “020” - the amount of accrued income summarized for all since the beginning of the year on an accrual basis;

According to the line called “025” - the total amount of accrued income in the form of dividends, plus a cumulative total;

Line “030” is the generalized amount of tax deductions that reduce income that is subject to taxation (cumulative total);

Line “040” is the generalized amount of calculated tax from the beginning (also a cumulative total);

Line “045” is the generalized amount of calculated tax on income in dividends (cumulative total);

Line “050” is the generalized amount of fixed advance payments, which is taken to reduce the amount of calculated tax from the beginning of the year;

Line “060” - the total number of individuals who received taxable income during the tax period;

Line “070” - from the beginning of the tax period, the total amount of tax withheld (cumulative total);

Line “080” - the total amount of tax not withheld by the tax agent (cumulative total);

Line “090” - the total amount of tax was returned by the tax agent to taxpayers.