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List of affiliated persons of the joint-stock company. List of affiliates

List of affiliated persons of the joint-stock company. List of affiliates

"New Accounting", N 1(7), 2003

Joint stock companies are required to disclose information about their affiliates. This requirement is stipulated by the provisions of the RSFSR Law of March 22, 1991 N 948-1 “On Competition and Restriction of Monopolistic Activities in Commodity Markets” (hereinafter referred to as the Law “On Competition”), Federal Law of April 22, 1996 N 39-FZ “On the Securities Market” ", as well as the Federal Law of December 26, 1995 N 208-FZ "On Joint-Stock Companies".

The concept of affiliates was first introduced by the Law on Competition.

According to Article 4 of the Law “On Competition”, affiliates are individuals and legal entities capable of influencing the activities of legal entities and (or) individuals engaged in business activities.

In order for a person to be recognized as an affiliate, a number of conditions established by the Law “On Competition” must be met. Let's give examples.

The citizen is a member of the company's board of directors. In relation to the company, he is an affiliate.

The Law “On the Securities Market” provides for a number of conditions relating to:

  • participation of affiliated persons in stock exchanges (Article 20);
  • disclosure of information about affiliated persons in information about the financial and economic activities of the issuer and in interested party transactions (Article 22);
  • restrictions on the right of affiliated persons to sign a securities prospectus (Article 22.1).

Although the definition of affiliated persons appeared in the Law “On Competition” back in 1991, the participation of affiliated persons in joint-stock relations was first legally regulated by Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies”.

The Law “On Joint Stock Companies” provides for a number of obligations of the company related to affiliated persons, in particular:

  • keep lists of affiliates indicating the number and category (type) of shares owned by them (Article 89);
  • publish lists of affiliated persons indicating the number and categories (types) of shares owned by them (Article 92);
  • keep records of affiliated persons and submit reports on them in accordance with the requirements of the law (Article 93).

* * *

Resolution of the Federal Commission for the Securities Market (hereinafter referred to as the FCSM) dated 01.04.2003 N 03-19/ps approved the Regulations on the disclosure of information about affiliates of open joint-stock companies<*>(hereinafter referred to as the Regulations dated 04/01/2003).

<*>Published in the magazine "ODR" No. 11, 2003.

The procedure for disclosing information about affiliated persons differs depending on whether the joint-stock company has access to trading its securities on the stock market or not.

Based on the Regulations dated April 1, 2003, all open joint-stock companies created in accordance with the legislation of the Russian Federation are required to disclose information about affiliated persons by submitting lists of affiliated persons to the Federal Commission for the Securities Market.

Joint-stock companies, the issue-grade securities of which, at the request of these companies, are admitted to circulation on the stock market by at least one organizer of trading in the securities market, licensed by the FCSM, in addition to submitting a list of affiliated persons indicating all changes that have occurred in this list, place it in the FCSM on your page (website) on the Internet.

List of affiliates joint stock company submitted to the FCSM is compiled in free form.

However, it must contain the following information:

  • full company name (name - for non-profit organization), location and postal address of the legal entity or name (last name, first name, patronymic) and place of residence individual, which is an affiliate of the joint-stock company;
  • the date of occurrence of the basis by virtue of which a person is recognized as an affiliate;
  • the basis on which a person is recognized as affiliated (if there are two or more grounds, all grounds must be listed in the list);
  • the share of shares of each category owned by an affiliate;
  • the date of the change in the list of affiliates and the content of the change.

The accuracy of the information presented in the list of affiliated persons is confirmed by the signature of the person who performs the functions of the sole executive body(Executive Director).

Simultaneously with the submission of the list of affiliated entities to the FCSM, a magnetic medium is submitted containing the text of the list in a format that meets the requirements established by the FCSM. A 3.5 floppy disk should be used as a magnetic storage medium.

The correspondence of the list of affiliated persons of the joint-stock company and the text of the list presented on magnetic media is confirmed by a letter signed executive director and certified by the seal of the joint-stock company.

All documents can also be submitted in the form of an electronic document signed with an electronic digital signature, in accordance with the Regulations on the procedure for submitting electronic documents to the Federal Commission for the Securities Market, approved by Resolution of the Federal Commission for Securities of October 31, 2002 N 43/ps, and Requirements for the format of electronic documents submitted to the Federal Commission for the Securities Market, approved by FCSM Resolution No. 03-1/ps dated January 30, 2003.

To submit documents to in electronic format a software product can be used (Electronic Questionnaire of the Federal Commission for the Securities Market of Russia). It can be obtained free of charge on the FCSM server (http://disclosure.fcsm.ru) or on the web pages of the regional branches of the FCSM.

If documents are submitted electronically, then they are not required to be submitted on paper or magnetic media.

The list of affiliated persons is submitted by joint stock companies quarterly. It must be submitted to the Federal Securities Commission within 45 days from the end of the reporting quarter. The list is compiled as of the end date of the reporting quarter, indicating all changes that occurred in it.

Joint-stock companies that are responsible for posting a list of affiliates on their website on the Internet indicate when posting:

  • list of affiliated persons of the joint stock company as of the date of placement;
  • list of affiliated persons of the joint stock company for previous periods, but not less than three last year starting from the date of entry into force of the above Regulations of 04/01/03.

Within three days from the date of posting the list on the Internet, the joint-stock company sends a confirmation letter to the FCSM. It states that the list of affiliates of the joint-stock company is posted on a page (website) on the Internet, and indicates the address of the page (website) of the joint-stock company. The letter is signed by the executive director and certified by the seal of the joint-stock company.

All changes in the list of affiliates are posted on the Internet within three days from the date when the joint stock company learned or should have learned about these changes.

The joint stock company notifies the FCSM about a change in the address of the page (website) of the joint-stock company, as well as about the absence and restoration of access to the page within three days from the date of such change or the occurrence of circumstances that impede access.

The FCSM ensures the disclosure of lists of affiliated entities submitted to it on the Internet on its official website www.fcsm.ru.

* * *

Previously, the procedure for disclosing information about affiliated persons was regulated by the Federal Commission for Securities Market Resolution No. 7 of September 30, 1999 “On the Procedure for Maintaining Records of Affiliated Persons and Presenting Information about Affiliated Persons of Joint-Stock Companies” and applied to open and closed joint-stock companies.

Now, in the above-mentioned Regulations dated 04/01/2003, the list of information contained in the list of affiliated entities submitted to the FCSM has been supplemented and clarified (clauses have been added on the shares of shares owned by affiliated entities and on the date of amendment with the content of the change). An obligation has been established for a joint stock company to obtain the consent of an individual who is its affiliate to disclose information about his place of residence. The right to sign the list is granted to an “authorized person” (previously - only to the head of the joint-stock company). Open joint-stock companies can send lists of affiliated persons in electronic form instead of paper and magnetic media.

Mandatory publication of the list of affiliated persons of open joint-stock companies in the media mass media no longer required.

The Regulations dated 04/01/2003 do not provide for the obligation of a joint stock company to provide its shareholders with the opportunity to familiarize itself with the list of affiliated persons and does not regulate the procedure for the company to provide shareholders with information about affiliated persons for a fee.

Thus, the issue of access to information about affiliated persons of the company is resolved in the charter of the joint-stock company.

* * *

For failure to submit, untimely submission or submission of incomplete or unreliable information about affiliated persons, the joint-stock company is liable in accordance with the Code of the Russian Federation on Administrative Offenses of December 31, 2001 (hereinafter referred to as the Code of Administrative Offenses of the Russian Federation).

Article 15.19 of the Code of Administrative Offenses of the Russian Federation defines liability for violation of the procedure for disclosing information on the securities market, the obligation to disclose which is provided for by law, in the form of imposing an administrative fine on officials- in the amount of 30 to 40 times the minimum wage; for legal entities - from 300 to 400 times the minimum wage.

Cases of administrative offenses provided for in Article 15.19 of the Code of Administrative Offenses of the Russian Federation are considered by the federal executive body authorized in the field of the securities market - the FCSM.

On behalf of the FCSM, the head of the FCSM, his deputies, as well as the heads of regional branches of the FCSM have the right to consider cases of this category.

S. Rogotskaya

AKDI "Economics and Life"

An LLC, at the request of its participant, is obliged to provide him with access to the list of affiliated persons (clause 8, clause 2, article 50 of the Federal Law of 02/08/1998 N 14-FZ). Accordingly, the LLC is required to maintain a list of affiliated persons.

Let us recall that affiliates are individuals and organizations that are capable of influencing the activities of a particular company. More information about who is an affiliate of the organization can be found in Art. 4 of the Law of the RSFSR dated March 22, 1991 N 948-1.

List of LLC affiliates: storage

Such a list is stored in the organization for at least 10 years (clause 150 of the List, approved by Order of the Ministry of Culture of August 25, 2010 N 558).

If an organization violates this rule, it faces a fine (Part 2 of Article 13.25 of the Code of Administrative Offenses of the Russian Federation):

  • from 200 thousand rubles. up to 300 thousand rubles. (the fine will be imposed by the company itself);
  • from 2.5 thousand rubles. up to 5 thousand rubles (the fine will be imposed on officials of the organization).

How to create a list of affiliates

There is no approved form for a list of affiliated persons for an LLC. You can develop your own form of such a list or take as a basis the form of the list of affiliated persons for joint stock companies (Appendix 4 to the Regulations, approved by the Bank of Russia on December 30, 2014 N 454-P), making some adjustments to it.

Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies”, hereinafter referred to as the Law on JSC).

For an LLC, the obligation to maintain a list of affiliated persons is not directly established by law. However, the law establishes the obligation of an LLC to keep lists of affiliated persons of the company (paragraph ten of clause 1 of Article 50 of the Federal Law of 02/08/1998 N 14-FZ “On Limited Liability Companies”, hereinafter referred to as the LLC Law). From this rule we can conclude that LLCs also need to maintain lists of their affiliates.

The obligation to keep a list of their affiliates is also established for unitary enterprises (Clause 1, Article 28 of the Federal Law of November 14, 2002 N 161-FZ “On State and Municipal Unitary Enterprises”).

A public or non-public joint stock company that has carried out (carries out) a public placement of bonds or other securities must disclose lists of its affiliates (Article 92 of the Law on JSC, paragraph five, clause 69.1, paragraph five, clause 69.4, clause 73.2 of the Bank Regulations Russia dated December 30, 2014 N 454-P “On the disclosure of information by issuers of issue-grade securities”, hereinafter referred to as the Regulations on Information Disclosure). The form of the lists is established by Appendix No. 4 to the Regulations on Information Disclosure.

These joint stock companies must publish on their Internet page a list of affiliates compiled as of the end date of the reporting quarter. The list must be posted on the Internet no earlier than the end date of the reporting quarter and no later than 2 working days from the end date of the reporting quarter (clause 73.3

The list of affiliates of a JSC must be available on the Internet for at least 3 years from the expiration date established for its publication (clause 73.4 of the Information Disclosure Regulations).

Non-public joint-stock companies that do not carry out public offerings of bonds or other securities, as well as limited liability companies and unitary enterprises, are not required to use the form established by the Bank of Russia for maintaining lists of affiliated persons. Accordingly, such legal entities may maintain lists of their affiliates in free form. There is no obligation to publish a list of affiliated entities for such JSCs, as well as LLCs and unitary enterprises.

At the request of a joint stock company, the Bank of Russia has the right to relieve it from the obligation to disclose or provide information required by law Russian Federation on securities (Article 92.1 of the Law on JSC, Article 30.1 of the Federal Law of April 22, 1996 N 39-FZ “On the Securities Market”). Such joint stock companies also have the right to maintain lists of their affiliates in free form.

Attention

JSC and LLC are obliged, at the request of a shareholder and a member of the company, respectively, to provide them with access to lists of affiliated persons or provide copies of the list (clause 1 and clause 2 of Article 91 of the Law on JSC, clause 4 of Article 50 of the Law on LLC).

Fulfillment by a JSC of the obligation to disclose the list of its affiliates does not relieve the JSC from fulfilling the obligation to provide such a list to the shareholder of the company upon his request (see Resolution of the Volga-Vyatka District AS dated September 29, 2016 N F01-4143/16).

In addition to the specified procedure, special rules for maintaining a list of affiliated persons and providing the information contained therein to authorized bodies are established for:

Credit organizations (Bank of Russia Regulation No. 307-P dated July 20, 2007 “On the procedure for maintaining records and presenting information on affiliated entities of credit organizations”, Bank of Russia instruction No. 4212-U dated November 24, 2016 “On the list, forms and procedure for compiling and submitting reporting forms for credit institutions to the Central Bank of the Russian Federation");

Insurers (Instruction of the Bank of Russia dated November 30, 2015 N 3860-U “On the forms, deadlines and procedure for drawing up and submitting reports by insurance organizations and mutual insurance companies to the Central Bank of the Russian Federation”).

A legal entity has the right to establish additional rules for maintaining a list of affiliated persons in its internal documents.

The information in the list of affiliates must be up-to-date, that is, reliable at any time. Respectively, legal entities It is recommended that affiliates be taken into account as they become aware that a person has become affiliated with them or, conversely, has ceased to be such. In this regard, changes to the list of affiliated entities must be made at the moment when circumstances arise with which the law relates changes in the composition of affiliated entities (see also Resolution of the Fifth AAS dated July 10, 2013 N 05AP-6046/13).

Affiliates of a JSC are required to notify the JSC in writing about the shares of the company they own, indicating their number and categories (types) no later than 10 days from the date of acquisition of the shares (clause 2 of Article 93 of the Law on JSC).

Until 01/01/2017, affiliated persons of the LLC were required to notify the LLC in writing about the shares or parts of shares they owned no later than ten days from the date of acquisition of the share or part of the share, which, taking into account the shares in the authorized capital of the LLC owned by these persons, provide the right dispose of more than 20% of the total number of votes of LLC participants (second paragraph of clause 6.1 of Article 45 of the LLC Law as amended before 01/01/2017). From 01/01/2017, the changes introduced by Federal Law N 343-FZ of 07/03/2016 came into force, and in the new version of Art. 45 of the LLC Law does not contain any mention of affiliated persons. The legislation does not regulate the procedure for creating lists of affiliated persons of an LLC.

Currently, the liability of LLCs and JSCs for failure to fulfill the obligation to keep records of their affiliates and store lists of affiliated persons of the company has not been established.

08.02.2018
Events. The Central Bank adjusted the dictionary. New concepts have appeared in the Bank of Russia program document. Yesterday, the Bank of Russia released a policy document describing plans for the development and application of new technologies in the financial market in the coming years. The main ideas, concepts and projects have already been announced by the regulator in one way or another. At the same time, the Central Bank introduces and discloses new terms, in particular, RegTech, SupTech and “end-to-end identifier”. Experts note that these areas have been successfully developing in Europe for a long time.

08.02.2018
Events. The State Duma issued capital a pass to Russia. It was decided to repeat the one-time business amnesty. The Russian State Duma adopted on Wednesday in the first, and a few hours later - in the second reading, a package of bills initiated by Vladimir Putin on the resumption of the capital amnesty. The new act of “forgiveness” was announced as the second stage of the 2016 campaign, which was then presented as a one-time campaign and was actually ignored by business. Since the attractiveness of the Russian jurisdiction and trust in its law enforcement officers have not increased over the past two years, the bet is now placed on the thesis that capital must be returned to the country because it is worse for them abroad than in Russia.

07.02.2018
Events. Control and supervision are tailored to fit the figure. Business and authorities compared approaches to reform. The results and prospects for the reform of control and supervisory activities were discussed yesterday by representatives of the business community and regulators as part of the “Week Russian business"under the auspices of the Russian Union of Industrialists and Entrepreneurs. Despite the decrease in the number scheduled inspections by 30%, business complains about the administrative burden and calls on the authorities to respond more quickly to proposals from entrepreneurs. The government, in turn, plans to revise mandatory requirements, reform the Code of Administrative Offences, digitalization and acceptance of reporting in the “one window” mode.

07.02.2018
Events. Transparency will be added to issuers. But investors are waiting for additions to shareholder meetings. The Moscow Exchange is preparing changes to the listing rules for issuers whose shares are on the highest quotation lists. In particular, companies will be required to create special sections on their websites for shareholders and investors, the maintenance of which will be controlled by the exchange. Large issuers already meet these requirements, but investors consider it important to enshrine these obligations in the document. In addition, in their opinion, the exchange should pay attention to the disclosure of information for shareholder meetings, which is the most sensitive issue in the relationship between issuers and investors.

07.02.2018
Events. The Central Bank of Russia will read the advertising carefully. The financial regulator has found a new field for supervision. Not only the Federal Antimonopoly Service, but also the Central Bank will soon begin to evaluate the integrity of financial advertising. Starting this year, as part of behavioral supervision, the Bank of Russia will identify advertisements of financial companies and banks containing signs of violations and report this to the FAS. If banks receive not only fines from the FAS, but also recommendations from the Central Bank, this could change the situation with advertising in the financial market, experts say, but the procedure for applying supervisory measures of the Central Bank in the new area has not yet been described.

06.02.2018
Events. Not by accent, but by passport. Foreign investments under the control of Russians will remain without international protection in the spring.

06.02.2018
Events. A government bill depriving investments of foreign companies and persons with dual citizenship controlled by Russians from the protection of the law on foreign investment, in particular, guarantees of freedom to withdraw profits, will be adopted by the Russian State Duma in early March. The document does not recognize investments through trusts and other fiduciary institutions as foreign. The White House is still ready to consider structures controlled by Russians that invest in strategic assets in the Russian Federation as foreign investors - but for them, as before, this only means the need to approve transactions with the Foreign Investment Commission. Government agencies are not given banks. FAS Russia intends to limit the expansion of the public sector in the financial market.

06.02.2018
Events. The Federal Antimonopoly Service has developed proposals to limit purchases of banks by government agencies. The FAS plans to amend the law “On Banks and Banking Activities” and is currently working on them with the Central Bank (CB). An exception may be the reorganization of banks, ensuring the availability of banking services in areas that need it, as well as issues of national security. The head of the Central Bank, Elvira Nabiullina, has already supported this initiative. Online audit was given a chance. IIDF is ready to support remote inspections.

05.02.2018
Events. It is recommended to refrain from legal transactions. The Central Bank of Russia considered “hidden trust management” unethical.

05.02.2018
Events. The Bank of Russia warns professional participants against using some popular, but not entirely ethical practices in relation to clients in the stock market. The schemes described in the regulator’s letter are within the legal framework, so the Central Bank limited itself to recommendations. But in fact, the regulator is testing the use of motivated judgment, the right to use of which has not yet been approved by law. The absorption will be less entertaining. The Central Bank of Russia is encouraging banks to reduce lending to M&A transactions.


The idea of ​​the Central Bank to encourage banks to lend not to mergers and acquisitions of companies, but to the development of production takes on concrete features. The first step could be to instruct banks to create increased reserves for loans issued for M&A transactions. According to experts, this will reduce such lending, but in order for bank resources to go to the development of production, additional incentive measures will be required.

Law N 208-FZ and Section VIII of the Regulations on the disclosure of information by issuers of issue-grade securities, approved by Order of the Federal Financial Markets Service dated 04.10.2011 N 11-46/pz-n (hereinafter referred to as Regulation N 11-46/pz-n), remains in effect even after entry into force due to changes in the Civil Code of the Russian Federation * (2). However, after September 1, 2014, he indicates the need to disclose information in accordance with the provisions of Art. 92 of Law N 208-FZ and Section VIII of Regulations N 11-46/pz-n only by public joint-stock companies, at the same time saying that the requirements for the composition of information subject to mandatory disclosure by joint-stock companies that have brought the charter into compliance with the Civil Code of the Russian Federation and not are public, and the procedure and timing for disclosure of such information will be established by the legislation of the Russian Federation when it is brought into compliance with the Civil Code of the Russian Federation as amended by Law No. 99-FZ.

Compiling a list of affiliates Federal Law on JSC. Should such a non-public JSC, which previously disclosed annual reports and annual, re-disclose annual reports and annual financial statements for 2013 and 2014, or is it possible to “re-start” disclosure from the annual statements and annual report for 2015 already in 2016? Formally in this situation, since in general the laws do not have retroactive effect have, restore annual reports and annual financial statements for 2013 and 2014 on the website. is not necessary, that is, the company, as it were, “again” begins disclosing information in 2016, after the audit of the annual financial statements and approval of the annual report of the joint-stock company, respectively. Another situation: A company with more than 50 shareholders did not bring the charter in accordance with the Civil Code of the Russian Federation and remained as of July 1, 2015, an open joint stock company, without considering itself public.

Mandatory disclosure of information by non-public joint stock companies

It should be noted that incomplete disclosure of information or inclusion in the list of af. l. Knowingly false information is also considered dishonest behavior, for which the legislator has provided for administrative liability - see Art. 15.19 of the Code of Administrative Offenses of the Russian Federation (and for credit institutions also additionally under Article 19.7.3 of the Code of Administrative Offenses of the Russian Federation). Thus, the list of affiliated persons of the JSC can be used by interested parties in different cases economic life of society.

At the same time, strict requirements have been established both for its form and for the timing of publication. However, each JSC independently determines who is included in this list based on the definition of the law.

Chapter 73. Disclosure of information about affiliated persons of a joint-stock company

From the date of entry into force of these changes, the type of a newly created joint-stock company must be determined only in accordance with the norms of the Civil Code of the Russian Federation (clause 5 of Article 3 of Law No. 99-FZ). At the same time, the changes introduced by Law No. 99-FZ did not affect the provisions of Art.
92 of the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies” (hereinafter referred to as Law N 208-FZ), relating to the public disclosure of information by joint-stock companies. Based on the provisions of this article (as amended in April 2015 at the time of the creation of the non-public joint-stock company specified in the question), information disclosed by joint-stock companies should have been divided into two types: information subject to disclosure only by open joint-stock companies (clause
1), and information that both open and closed joint stock companies were required to disclose in the event of a public offering of bonds and other securities (clause 2).

List of affiliates

Separately, it should be noted that a non-public JSC that has lost the obligation to disclose information is also not obliged to provide access to previously disclosed documents and information (charter, lists of affiliated persons, annual reports and statements, etc.). The same applies to non-public JSCs, in respect of which the volume of disclosed information has been reduced, with the exception, accordingly, of ensuring the availability of previously disclosed annual reports and annual financial statements (i.e.

those documents the obligation to disclose which is retained by the legislator). Similar conclusions are contained in the letter of the Bank of Russia dated December 2, 2015. No. 52-5/15994.

List of affiliated persons of the joint-stock company (nuances)

Presidium of the Supreme Arbitration Court of the Russian Federation dated June 24, 2014 No. 3891/14);

  • execution of an interested party transaction (determination of the Constitutional Court of the Russian Federation dated November 2, 2011 No. 1486-О-О);
  • bankruptcy (resolution of the Federal Antimonopoly Service of the East Siberian District dated March 18, 2014 in case No. A69-845/2013, determination of the Supreme Court of the Russian Federation dated April 8, 2015 No. 305-ES14-1353, etc.);
  • challenging the decision of the arbitration court (Resolution of the Constitutional Court of the Russian Federation dated November 18, 2014 No. 30-P, determination of the Supreme Court of the Russian Federation dated March 19, 2015 in case No. 310-ES14-4768, etc.).

Methods of disclosing information about affiliates It can be assumed that the main purpose of maintaining a list of af. l. consists not only in recording information, but also in providing the opportunity to all interested parties, and an indefinite circle of such persons, to become acquainted with this information. Therefore, the legislator provided for the obligation of JSCs to disclose information about their affiliates.
l. In the above-mentioned Regulations in paragraph.

New rules for disclosure of information by joint stock companies

In connection with the numerous questions that arise for joint-stock companies when establishing the obligation to carry out mandatory disclosure of information and determining its volume, we provide the following explanations on the procedure for disclosing information by public and non-public joint-stock companies. According to Art. 3 of the Federal Law of 05/05/2014. No. 99-FZ1, the norms of the civil code in force as amended by this law apply to joint-stock companies regardless of whether their charter and corporate name are brought into compliance with it.
Thus, at present, all joint stock companies are divided into public and non-public and are guided in their activities by the relevant provisions of the law, regardless of their name. In accordance with Art.

Important

In particular, to information subject to disclosure in accordance with paragraph 1 of Art. 92 of Law N 208-FZ at the time of the creation of the joint-stock company specified in the question included: the annual report and annual balance sheet of the company; prospectus of the company's securities; message about the general meeting its shareholders; the charter of the company and its internal documents regulating the activities of its bodies; information about the affiliates of the JSC, as well as other information provided for in clause 69.1 and Chapter 75 of Bank of Russia Regulation No. 454-P dated December 30, 2014 “On the disclosure of information by issuers of equity securities” (hereinafter referred to as Regulation No. 454-P). The same information should have been disclosed by persons not named in paragraph.


1 tbsp. 92 of Law No. 208-FZ, but who carried out a public placement of bonds or other securities (clause 69.2 of Regulation No. 454-P). In accordance with clause 1.1 of Art.

Disclosure of the list of affiliated persons by a non-public joint stock company

Thus, speaking about joint stock companies that have not brought their names in line with the Civil Code, the following conclusions should be drawn:

  • in relation to public OJSCs, mandatory disclosure remained the same;
  • non-public JSCs with more than 50 shareholders retained the obligation of mandatory disclosure of information, although its volume was reduced to 2 documents (annual report and annual financial statements);
  • non-public JSCs with 50 or fewer shareholders have lost the obligation to disclose information completely;
  • CJSCs with a number of shareholders of 50 or less, as before, do not disclose information, and CJSCs with a number of shareholders of more than 50, on the contrary, have acquired such an obligation (to the extent of the annual report and annual financial statements).

Attention

Taking into account that the norms of Section VIII of Regulation No. 11-46/pz-n concerned the disclosure of information specifically by an open joint-stock company, and applied to closed joint-stock companies only in the event of a public offering of securities by these joint-stock companies (clause 8.1 of this Regulation), it can be done conclusion that in its explanation the Bank of Russia confirmed the extension of the provisions of paragraph 1 of Art. 92 of Law N 208-FZ after September 1, 2014 only for public joint-stock companies. Therefore, based on the cumulative interpretation of clause 1.1 of Art.


1, paragraph 1 art. 92 of Law No. 208-FZ and pp. 69.1 and 69.2 of Regulations N 454-P, in force at the time of the creation of the non-public JSC specified in the question, such a JSC was obliged to disclose the information given in the question only if it publicly placed its shares or other securities.

JSC (non-public) was created by transforming a state unitary enterprise as a result of privatization, registered in April 2015. The company's shares were distributed by private subscription to a single participant.

The joint-stock company created as a result of privatization disclosed the following information: charter, list of affiliates, decision to issue shares, financial statements. The company did not disclose information in the form of a quarterly report, as well as other information, the disclosure of which is mandatory in connection with the public offering of securities by the joint-stock company. At the time of the creation of the company, Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies” was not brought into conformity with the Civil Code of the Russian Federation and did not answer the question of information disclosure non-public companies. Therefore, the company began to disclose information on the Interfax website.
Central Bank of the Russian Federation dated November 12, 2009 No. 2332-U), and according to the list of af. l. from a group of persons that also includes the bank. Due to the special specifics of these subjects, we will not dwell on them in detail in our article. So, the list af. l. contains information from two groups.

  1. The first group consists of data about the joint-stock company as an issuer: the name of the joint-stock company, address, Internet address, signatures of responsible persons, as well as the issuer code and the date on which the required list of af. l. composed.
  2. The second group consists of data about the persons included in the specified list: name or designation, address, reasons for entry and the date of occurrence of such grounds, as well as the share of shares of the person from the specified list both in the total number of ordinary shares and in the authorized capital of the JSC as a whole.

In addition, the list of af. l. should contain both static information and changes in content over a certain period.

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