home  /  Circuit breaker  /  Who is affiliated with the joint stock company? Affiliates of joint stock companies: legal regulation. What is affiliation of a legal entity

Who is affiliated with the joint stock company? Affiliates of joint stock companies: legal regulation. What is affiliation of a legal entity

Circuit breaker
29.04.2021

Vavulin Denis Alexandrovich

Head of the department for work with regions of the Oryol regional branch of the FCSM. Candidate of Economic Sciences, Associate Professor of the Department of Public Administration and Finance, Institute of Business and Law, Orel State Technical University. Corporate Governance Specialist.

According to paragraph 4 of Art. 93 of the Federal Law “On Joint Stock Companies”, joint stock companies are required to provide reports on their affiliates in accordance with legal requirements Russian Federation. In development of this norm, the Federal Market Commission valuable papers(FCSM of Russia) Resolution No. 7 was adopted on September 30, 1999, establishing a specific procedure for providing information about affiliates of joint-stock companies. However, after its cancellation and entry into force on May 15, 2003, Resolution No. 03-19/ps of the Federal Securities Commission of Russia dated April 1, 2003, which approved the Regulations on the disclosure of information about affiliated entities of open joint-stock companies (hereinafter referred to as the Regulations), the requirements for providing information about affiliated persons of the joint-stock company has changed significantly.

First of all, it should be noted that if earlier the Resolution of the Federal Commission for the Securities Market of Russia dated September 30, 1999 No. 7 established the procedure for maintaining records of affiliated persons and providing information about affiliated persons, which applied to all joint-stock companies, then the Regulation establishes a procedure for disclosing information about affiliated persons, which applies only for open joint stock companies. In accordance with the Regulations, closed joint stock companies are exempt from the obligation to disclose information about their affiliates.

The Regulations establish two modes of disclosure of information for open joint-stock companies about their affiliates.

  1. Quarterly submission of a list of affiliated entities compiled as of the end date of the reporting quarter, indicating all changes that occurred in this list in the reporting quarter, to the registration body that carries out state registration of issues of equity securities of this open joint-stock company (hereinafter referred to as the registration body).

At the same time, within 45 days from the end of the reporting quarter, the list of affiliates must be submitted to the registration authority, which, in turn, ensures the disclosure of the lists of affiliates of open joint-stock companies submitted to it on the Internet.

  1. Placing a list of affiliates of an open joint-stock company indicating all changes occurring in this list on a page (website) on the Internet.

When posting a list of affiliated persons of an open joint-stock company on a page (website) on the Internet, the following must be disclosed: a list of affiliated persons of the joint-stock company as of the current date; lists of affiliated persons of the joint stock company for previous dates, but not less than three last year, starting from the date of entry into force of the Regulations. However, such lists may not disclose the date of the change in the list of affiliates and the content of the said change.

Changes made to the list of affiliated persons must be posted on the Internet within three days from the date when the open joint-stock company learned or should have learned about these changes.

Within three days from the date of posting the list of affiliated persons of the open joint-stock company on the page (website) on the Internet, a letter is submitted to the registration authority confirming that the list of affiliated persons of the joint-stock company is posted on the Internet, indicating the address of the page (website) ) on the Internet where the specified information is posted. This letter must be signed by the person performing the functions of the sole executive body of the joint-stock company and certified with the seal of the joint-stock company.

The joint stock company must notify the registration authority of a change in the address of the page (website) of an open joint-stock company on the Internet, as well as the absence and restoration of access to the specified page (website) within three days from the date of such change or the occurrence of circumstances preventing access.

It should be noted that the obligation to comply with the regime for disclosing information about affiliated persons is assigned by the Regulations only to open joint-stock companies, the issue-grade securities of which, at the request of these joint-stock companies, are admitted to listing (in accordance with Article 2 of the Federal Law "On the Securities Market" listing - inclusion of securities in the quotation list of the trading organizer) by at least one trading organizer on the securities market licensed by the Federal Securities Commission of Russia. Such open joint stock companies are required to disclose information about affiliated persons in the two ways mentioned above. Other open joint-stock companies are required to comply only with the first information disclosure regime.

The list of affiliated persons of any open joint stock company must contain the following information:

a) full corporate name (name for a non-profit organization), location and address for receiving postal items legal entity or the name (last name, first name, patronymic) and place of residence of an individual who is an affiliate of an open joint-stock company;

b) the date of occurrence of the ground(s) by virtue of which a person is recognized as an affiliate of an open joint-stock company in accordance with the legislation of the Russian Federation;

c) the basis on which a person is recognized as an affiliate of an open joint-stock company in accordance with the legislation of the Russian Federation (if there are two or more grounds for affiliation, the list must include all the grounds on which a person is recognized as an affiliate of an open joint-stock company in accordance with the legislation Russian Federation);

d) the share of shares of an open joint-stock company of each category owned by its affiliate;

e) the date of the change in the list of affiliates and the content of the change.

In this case, the information specified in sub. “a” - “d” should be given as of the end date of the reporting quarter (period), and the information specified in sub. "d", must contain the information specified in subparagraph. "a" - "d", before and after the change. Information about place of residence individuals included in the list of affiliates are disclosed only with their consent.

The list of affiliated persons of an open joint-stock company must contain information that is known or should be known to this joint-stock company. In accordance with paragraph 2 of Art. 93 of the Federal Law “On Joint-Stock Companies”, affiliates are required to notify the joint-stock company 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. If the affiliate did not provide or untimely provided such information, as a result of which the company suffered property damage, then in accordance with clause 3 of Art. 93 of this Law, an affiliate is liable to the joint-stock company in the amount of damage caused.

The list of affiliated persons submitted by an open joint-stock company to the registration authority must be signed by a person performing the functions of the sole executive body of this joint-stock company, thereby confirming the accuracy of all information contained in it. If the list of affiliated persons contains more than one sheet, it must be numbered, stitched, sealed with the seal of the joint-stock company on the firmware and certified by the signature of an authorized person of the joint-stock company.

Simultaneously with the list of affiliated persons of the open joint-stock company, a magnetic medium containing the text of the specified list in a format that meets the requirements established by the Federal Securities Commission of Russia is submitted to the registration authority. The correspondence of the list of affiliated persons of an open joint-stock company and the text of the said list presented on magnetic media is confirmed by a letter signed by the person performing the functions of the sole executive body of the joint-stock company and certified by the seal of the joint-stock company.

Currently, the requirements for the text format of the list of affiliates of a joint stock company and for magnetic media on which information is sent to the registration authority are established by Order of the Federal Securities Commission of Russia dated January 18, 2001 N 18-r “On approval of the requirements for magnetic media and the format of the list text affiliates of the joint stock company on magnetic media."

ConsultantPlus: note.

Order of the FCSM of the Russian Federation dated January 18, 2001 N 18-r "On approval of the requirements for magnetic media and the text format of the list of affiliated persons of a joint stock company on magnetic media" became invalid due to the publication of the order of the FCSM of the Russian Federation dated August 15, 2003 N 03-1729/r " On approval of temporary requirements for magnetic media and the format of texts of documents submitted by issuers of issue-grade securities."

A 3.5" floppy disk formatted on IBM-compatible computers must be used as a magnetic storage medium. The file containing the list of affiliates of the joint-stock company must be submitted in the Securities Market Markup Language (SMML) format developed by the Federal Securities Commission of Russia.

For filling electronic documents in the SMML format, you should use a special software product - the Electronic Questionnaire of the Federal Securities Commission of Russia. This program can be downloaded from the FCSM of Russia page on the Internet (http://disclosure.fcsm.ru/) or obtained from the regional branches of the FCSM of Russia.

The text of the list of affiliates of an open joint stock company must be presented in the form of a single file named alist.smm. The file must be located in the root directory, and the magnetic media must not contain other directories and files. The file can be packaged with PKZIP archiver version no earlier than 2.04. The name of the archived file must match the name of the original file and have a .ZIP extension.

In accordance with the Regulations, documents can be submitted to the registering authority in the form of an electronic document signed with an electronic digital signature, in accordance with the regulatory legal acts of the Federal Securities Commission establishing the procedure for the provision of electronic documents (currently this procedure is established by the Resolution of the Federal Securities Commission of Russia dated January 30, 2003 No. N 03-1/ps). In this case, the submission of these documents on paper and magnetic media is not required.

From a practical point of view, the issues of classifying individuals and legal entities as affiliates of a joint stock company are quite important. In paragraph 1 of Art. 93 of the Federal Law “On Joint-Stock Companies” establishes that a person is recognized as affiliated with a joint-stock company in accordance with the requirements of the legislation of the Russian Federation. Currently, the grounds for classifying persons as affiliates of a joint-stock company are contained in Art. 4 of the RSFSR Law of March 22, 1991 N 948-1 “On competition and restriction of monopolistic activities in commodity markets.” At the same time, affiliated persons of a joint stock company should be understood as individuals and legal entities capable of influencing the activities of this joint stock company.

An analysis of the norms of the Federal Law “On Competition and Restriction of Monopolistic Activities in Commodity Markets” allows us to identify the following possible affiliates for a joint-stock company.

  1. A person who is a member of the board of directors (supervisory board) of a joint stock company.
  2. A person who is a member of the collegial executive body (board, directorate, etc.) of a joint stock company.
  3. A person who is the sole executive body (general director, president, etc.) of a joint stock company.
  4. Persons belonging to the group of persons to which the joint-stock company belongs, namely:

4.1. Persons (persons) who, together with the joint stock company as a result of an agreement (concerted actions), have the right directly or indirectly<*>dispose (including on the basis of purchase and sale agreements, trust management, joint activities, assignments or other transactions) more than 50% of the total number of votes attributable to shares (contributions, interests, shares) constituting the authorized (share) capital any legal entity.

<*>Hereinafter, indirect disposal of votes of a legal entity is understood as the possibility of actual disposal of them through third parties in relation to whom the first person has the right to dispose (including on the basis of purchase and sale agreements, trust management, joint activities, orders or other transactions) more than 50% of the total number of votes attributable to shares (contributions, shares, units) constituting the authorized (share) capital of such a third party.

4.2. A legal entity in which a joint stock company together with other persons (persons) as a result of an agreement (concerted actions) have the right to directly or indirectly dispose (including on the basis of purchase and sale agreements, trust management, joint activities, assignments or other transactions) more than 50% of the total number of votes attributable to shares (contributions, shares, units) constituting the authorized (share) capital of such a legal entity.

4.3. Persons who, jointly as a result of an agreement (concerted actions) have the right to directly or indirectly dispose (including on the basis of purchase and sale agreements, trust management, joint activities, commissions or other transactions) more than 50% of the total number of votes attributable to for shares constituting the authorized capital of the joint-stock company.

4.4. Persons (person), together with whom the joint stock company has the opportunity, on the basis of an agreement or otherwise, to determine decisions made by other persons (person), including determining the conditions for other persons (person) to conduct business activities, or to exercise the powers of the executive body of other persons ( persons) on the basis of an agreement.

4.5. A person (persons) in respect of whom a joint stock company (or a joint stock company together with other persons) has received the opportunity, on the basis of an agreement or otherwise, to determine decisions made by this person, including determining the conditions for the conduct of business activities by another person (persons), or to carry out powers of the executive body of another person (persons) on the basis of an agreement.

4.6. Persons (persons) who have received the opportunity, on the basis of an agreement or otherwise, to determine decisions made by the joint-stock company, including determining the conditions for the joint-stock company to conduct business activities, or to exercise the powers of the executive body of the joint-stock company on the basis of an agreement.

4.7. The person who has the right to appoint<*>sole executive agency and (or) more than 50% of the composition of the collegial executive body and (or) at the proposal of which more than 50% of the composition of the board of directors (supervisory board) of the joint-stock company was elected.

<*>The institution of appointing executive bodies of commercial organizations is practically absent from the current legislation. Therefore, the appointment of executive bodies in this case must be understood as their election.

4.8. A legal entity in which the joint-stock company has the right to appoint a sole executive body and (or) more than 50% of the composition of the collegial executive body and (or) at the proposal of the joint-stock company, more than 50% of the composition of the board of directors (supervisory board) of this person is elected.

4.9. A legal entity in which more than 50% of the composition of the collegial executive body and (or) board of directors consists of the same individuals, their spouses, parents, children, brothers, sisters and (or) persons nominated by the same legal entity as persons constituting more than 50% of the composition of the collegial executive body and (or) the board of directors of the joint-stock company.

4.10. Individuals, their spouses, parents, children, brothers, sisters and (or) persons nominated by the same legal entity, simultaneously constituting more than 50% of the composition of the collegial executive body and (or) the board of directors of a joint-stock company and other legal entity.

4.11. A legal entity (entities) in which the same individuals, their spouses, parents, children, brothers have the right to independently or through representatives dispose of more than 50% of the votes attributable to the shares (contributions, shares) constituting its authorized capital , sisters and (or) legal entities that have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to the shares constituting the authorized capital of the joint-stock company.

4.12. Individuals, their spouses, parents, children, brothers, sisters and (or) legal entities who have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to the shares constituting the authorized capital of the joint-stock company, and at the same time have the right independently or through representatives dispose of more than 50% of the votes attributable to shares (contributions, shares) constituting the authorized capital of another legal entity (entities).

4.13. Individuals, their spouses, parents, children, brothers, sisters and (or) legal entities who, together with a joint-stock company, have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to the shares (contributions, shares) constituting the charter capital of two or more legal entities.

4.14. Two or more legal entities in which a joint stock company with the same individuals, their spouses, parents, children, brothers, sisters and (or) legal entities has the right, independently or through representatives, to dispose of a total of more than 50% of the votes attributable to for shares (contributions, shares) constituting their authorized capital.

4.15. Individuals and (or) legal entities who have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to shares constituting the authorized capital of a joint stock company, and at the same time the same individuals, their spouses, parents, children, brothers, sisters and (or) persons nominated by the same legal entities constitute more than 50% of the composition of the collegial executive body and (or) board of directors of another legal entity.

4.16. A legal entity in which more than 50% of the collegial executive body and (or) board of directors are individuals<*>who have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to the shares constituting the authorized capital of the joint-stock company.

<*>As well as their spouses, parents, children, brothers, sisters or legal entities that nominated these individuals to be members of these bodies.

4.17. Individuals who make up more than 50% of the composition of the collegial executive body and (or) the board of directors of a joint-stock company and at the same time these persons<*>have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to shares (contributions, shares) constituting the authorized capital of another legal entity.

<*>As well as their spouses, parents, children, brothers, sisters or legal entities that nominated these individuals to join the specified bodies of the joint-stock company.

4.18. A legal entity in which, in the amount of more than 50% of the votes attributable to the shares (contributions, shares) constituting its authorized capital, individuals have the right to dispose independently or through representatives<*>simultaneously constituting more than 50% of the composition of the collegial executive body and (or) the board of directors of the joint-stock company.

<*>As well as their spouses, parents, children, brothers, sisters or legal entities that nominated these individuals to join the following bodies of the joint-stock company.

4.19. Persons (persons) who, together with a joint-stock company, have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to shares (contributions, shares) constituting the authorized capital of any legal entity, and at the same time these persons<*>and persons proposed by the joint-stock company constitute more than 50% of the composition of the collegial executive body and (or) the board of directors of another legal entity.

<*>As well as their spouses, parents, children, brothers, sisters or legal entities that nominated these individuals to be members of the following bodies of the legal entity.

4.20. A legal entity in which a joint-stock company and other persons have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to the shares (contributions, shares) constituting its authorized capital, and at the same time persons proposed by the joint-stock company, and these " other persons"<*>constitute more than 50% of the composition of the collegial executive body and (or) board of directors of another legal entity.

<*>As well as their spouses, parents, children, brothers, sisters or persons proposed by these “other persons”.

4.21. A legal entity in which more than 50% of the composition of the collegial executive body and (or) board of directors consists of persons proposed by the joint-stock company and other individuals<*>, which together with the joint stock company have the right, independently or through representatives, to dispose of more than 50% of the votes attributable to shares (contributions, shares) constituting the authorized capital of another legal entity.

<*>As well as their spouses, parents, children, brothers, sisters or legal entities that nominated these individuals to join the above-mentioned bodies of the legal entity.
  1. Persons who have the right to control more than 20% of the total number of votes attributable to voting shares or constituting the authorized capital of a given joint stock company.
  2. A legal entity in which this joint stock company has the right to dispose of more than 20% of the total number of votes attributable to voting shares or contributions constituting the authorized or share capital, shares of this legal entity.
  3. If a joint-stock company is a member of a financial-industrial group (FIG), then its affiliates are also:

7.1. Persons who are participants in financial and industrial groups.

7.2. Persons who are members of the boards of directors (other collegial management bodies) of legal entities - participants of financial industrial groups.

7.3. Persons who are members of collegial executive bodies of legal entities - participants of financial industrial groups.

7.4. Persons who are the sole executive bodies of legal entities - participants of financial industrial groups.

It should be noted that although the requirements for disclosure of information about affiliated persons established in the Regulations currently apply only to open joint-stock companies, both open and closed joint-stock companies must keep records of their affiliates. In addition, in accordance with paragraph 1 of Art. 91 of the Federal Law “On Joint Stock Companies”, all joint stock companies are required to provide shareholders with access to lists of affiliated persons, which, among other documents specified in paragraph 1 of Art. 89 of the Law must be kept in a joint stock company.

"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 Product 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 carrying out entrepreneurial activity.

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, they place it in the FCSM on your page (website) on the Internet.

The list of affiliated persons of the joint-stock company submitted to the FCSM is compiled in any form.

However, it must contain the following information:

  • full corporate name (name for a non-profit organization), location and postal address of a legal entity or name (last name, first name, patronymic) and place of residence of an individual who 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 reliability 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 by the 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 the Securities Market 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 in electronic form, a software product (Electronic Questionnaire of the Federal Commission for the Securities Market of Russia) can be used. 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 FCSM 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 affiliated persons on their website on the Internet indicate when posting:

  • list of affiliated persons of the joint stock company as of the date of placement;
  • a list of affiliated persons of the joint-stock company for previous periods, but not less than for the last three years, starting from the date of entry into force of the above-mentioned 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 may submit lists of affiliated persons in electronic form instead of paper and magnetic media.

Mandatory publication of the list of affiliates of open joint stock companies in the media is 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"

Understanding the term affiliate

The term " affiliate" derived from English verb « affiliate" - to join, to unite. If we talk about this concept in a broad sense, then “affiliation” means closeness to something, a preface to membership.

The concept " affiliates“It is quite possible to define it this way: these are persons who, due to certain relationships, have an effect on each other. Collectively, affiliated persons form an affiliated group.

Affiliate- this is an organization or an individual that is capable of exerting direct influence on the activities of a business company through personal participation in capital or through membership in the governing bodies. With all this, a connection is established between persons in a property and organizational sense. All subsequent actions are carried out only with clear coordination.

For the first time in the legislative acts of Russia, this term was seen in the Decree of the President of the Russian Federation of October 7, 1992 No. 1186 “On measures to organize the securities market during the privatization of municipal and city companies” (or rather, in the appendices to it: No. 1 - “Regulations on investment funds” and No. 2 “Regulations on special privatization investment funds accumulating privatization checks of natives”). In this Decree, the category of an affiliated person - an individual or legal entity (joint-stock company, partnership, state-owned enterprise) includes: its manager, boss and officials, founders, as well as shareholders who own 25 percent or more of the shares, or in which this person owns 25 percent or more of the voting shares.

Therefore, affiliates include:

Shareholders with a large block of shares. With the help of their voices expressed, they have the opportunity to take part in the management of society, to exercise control over its work;

Persons who directly determine the behavior of a community, company, or other person through participation in its governing bodies (by persuasion or specific participation).

The concept of “affiliated persons” is closely connected with the concept of control, in other words, a device with the help of which connections between persons within a category are established. In the same Presidential Decree, control is defined as the ability to have a major influence on the management of the work of an individual or legal entity, such as the exercise or appropriate ability to manage an enterprise in which this individual or legal entity owns 25 percent or more of the voting shares.

The term “affiliated persons” appears in 16 documents adopted by different authorities:

In letters from the Ministry of Finance dedicated to the certification of experts of investment institutions (2 documents);

In the orders of the State Property Committee of Russia (5 documents);

In documents (orders) adopted by the Federal Commission on Significant Securities and the Stock Market under the Government of the Russian Federation (6 documents).

The listed documents relate mainly to the regulation of the work of investment funds; as a result, the definition of “affiliated persons”, which is given in these regulations, should be used only in relation to investment funds.

For the first time at the level of Federal law, this term was used in the Russian Law “On Joint Stock Companies”. The specificity of this Law is that the concept of “affiliated persons” applies to all joint-stock communities, not counting the cases listed in Art. 1. Distinctive features creation and legal status of joint-stock communities in the field of investment work (which include investment funds) on the basis of clause 3 of Art. 1 are guided by federal laws regulating their activities. Here this law does not have a direct impact on investment funds.

This list can be expanded a little. The Competition Law applies for the most part to commodity markets. According to paragraph 3 of Art. 1 of this Law, cases related to monopolistic work and dishonest competition in the securities market and economic services, except for cases where developments in these markets have an impact on competition in commodity markets, are regulated by other legislative acts of the Russian Federation.

An example of another legislative act can be the Law “On Introducing Changes and Additions to the Law of the RSFSR “On Banks and Banking Work in the RSFSR”, which recently came into force. According to Art. 32 (antimonopoly rules) of this Law, compliance with antimonopoly rules in the field of banking services is controlled by the Municipal Committee of Russia for Antimonopoly Policy and Support of New Financial Structures in combination with the Central Bank of the Russian Federation.

The concept of an affiliate in the legislation of the Russian Federation

In Russian law enforcement practice, to our great regret, there are very often discrepancies in the explanation of various concepts, and often there are gaps in the legislation and conflict of laws rules. For a long time, the concept of “affiliated person” was not considered (and is not fully classified) as an exception, the meaning of which has been updated over the past few years.

Turning to the etymology of the concept of “affiliate,” the roots of the true term should be sought in the British language. Finally, it is indisputable that the root of the word “affiliated” is the verb “to affiliate”, which literally means to accept as a member, to join, and even to adopt. It turns out that we are actually talking about a certain relationship between subjects, which can be expressed both legally and practically. If we go further in our own linguistic research, then in the British language we can still identify the absolutely precise term “affiliated person”, literally translated as “affiliated person”. Although, in fact, it should be noted that there is a synonymous term “Control Person”, which, in addition to its own first meaning “exercising control person”, resulting from the literal translation, is, among other things, translated as “affiliated person”. And here we immediately see a terminological connection, from which it follows that an affiliate is a person capable of controlling another person. Moreover, out of context, “affiliated” is translated as cooperative, from the word cooperation, meaning the cooperation of several individuals to achieve a common goal. This means that, in addition to the control of one person by another, there may also be such an indicator as a plan to work on the basis of mutual “private” interests.

But what does the legislator say on this pretext?

During a specific period of time, after the federal law “On Joint Stock Companies” first mentioned the term “affiliated persons”, which did not have a specific collective concept, there were difficulties in classifying any group of entities as these persons . The only thing that made it possible to meaningfully define the subjects of the relationship in the form of affiliates was the condition of interest (in this case, a joint-stock company) in making transactions. At the same time, Article 81 of the Federal Law “On Joint-Stock Companies” has aspects of interest in the company’s transaction. Thus, this article lists all groups of subjects (member of the board of directors (supervisory board) of the company, a person performing the functions of the sole executive body of the company, including management organization or a manager, a member of the collegial executive body of the company or a shareholder of the company who, in combination with its affiliates, has 20 percent or more of the voting shares of the community, and another person who has the right to provide the company with instructions inherent to it) who are recognized as interested in the company completing a transaction in cases , when they, their immediate family and/or their affiliates have 1 of the following traits.

Firstly, they are considered a party, beneficiary, arbitrator or adept in the transaction.

Also, they own (each separately or in aggregate) 20 percent or more of the shares (shares, shares) of a legal entity that is a party, beneficiary, arbitrator or adept in the transaction.

In addition, they hold positions in the management bodies of a legal entity that is a party, beneficiary, arbitrator or follower in a transaction, and also positions in the management bodies of the ruling organization of this legal entity.

As we see, the legislator in this interpretation only mentions affiliated entities, focusing on interdependent properties, without drawing practically any definition. The situation is identical in the federal law “On Companies with Reduced Liability”, where in Article 45 of this law, among other things, formal indicators of interest in the company’s transaction are attached. In addition to all this, in the federal law “On Banks and Banking Activities” in Article 11.1 there are restrictions for officials of credit organizations: “The sole executive body, his deputies, members of the collegial executive body, the chief accountant of a credit organization, the manager of its branch do not have the right to occupy positions in other organizations that are affiliated with the credit institution in which its manager, chief accountant, and branch manager work. “This, among other things, indicates the presence of only individual features of the concept we are considering.

Although in the legislation of the Russian Federation there is still a definition of the concept of “affiliated person”. In April 1998, the federal law “On introducing changes and additions to the law of the RSFSR “On competition and limiting monopolistic activities in commodity markets” was adopted, which attached this concept to a suitable legal act.

Based on a similar formulation of the problem, the unconditional conclusion follows that with this option, the term “affiliated person” was introduced by the legislator in order to protect competition and limit monopolistic activities. In this context, it seems objective that some authors noted that if one person acquires a significant share of shares (parts) in business communities (partnerships), one person will be able to influence the decision-making of the entire business community or partnership, infringing on the rights of minority shareholders, and also enter into transactions , contrary to antimonopoly legislation; that specifically to prevent similar abuses, a group of affiliated persons and specialized rules for their role in civil circulation are legally established.

It was immediately noted that the creation of the institution of “affiliated persons” pursued a number of goals:

  • determination of forms and methods of dependence of economic entities, between which there is every chance of presenting relations of financial and legal inequality;
  • development of a special method of legal regulation of these relationships, based on the principle of accounting and control of affiliated persons, as well as public reporting on them.

Similar goals, from our point of view, are the most multi-purpose in nature and cover all possible areas of public relations. In addition to all this, one more task can be identified in regulating the institution of affiliated persons in relation to corporate relationships in the form of a measure to ensure the protection of the interests of investors from dishonest work and abuse of persons having influence on the activities of the company. Here we are talking directly about the use of this concept to corporate relations, therefore, affiliation is not limited only to the purely entrepreneurial sphere.

In the legislation itself, in Article 4 of the RSFSR Law “On Competition and Limitation of Monopolistic Activities in Commodity Markets,” affiliated persons are defined as individuals and legal entities capable of influencing the activities of legal entities and (or) individuals performing entrepreneurial activities. At the same time, the legislator distinguishes affiliated entities into legal entities and individuals.

Thus, affiliates of a legal entity include the following groups:

  • a member of its Board of Directors (supervisory board) or other collegial management body, a member of its collegial executive body, also a person performing the functions of its sole executive body;
  • persons belonging to the group of persons to which this legal entity belongs;
  • persons who are authorized to give instructions with more than 20 percent of the total number of votes attributable to voting shares or constituting a charter or shareholding part of this legal entity;
  • a legal entity in which this legal entity has the right to give instructions with more than 20 percent of the total number of votes attributable to voting shares or underlying authorized or share capital contributions to parts of this legal entity;
  • when a legal entity is considered a participant in the financial-industrial category, its affiliates include, among other things, members of the Board of Directors (supervisory boards) or other collegial management bodies, collegial executive bodies of participants in the financial-industrial group, as well as persons performing the functions of the sole executive bodies of financial and industrial participants -industrial category;

From among the affiliated persons of an individual performing entrepreneurial activities, the legislator distinguishes the following 2 categories:

  • persons belonging to the group of persons to which this individual belongs;
  • a legal entity in which this individual has the right to give instructions with more than 20 percent of the total number of votes attributable to voting shares or underlying authorized or share capital contributions to parts of this legal entity.

It turns out that the law sets practical conditions under which a state of affiliation arises between two or more persons (role in capital, the presence of labor and contractual relationships, membership in the management bodies of a legal entity, similar relationships), in other words, they are given the opportunity to bear material, contractual, organizational - managerial, family law and even mixed in nature.

At the same time, there are regulatory legal acts that establish concepts that, by their nature, correspond to the legally established indicators of affiliation, although they have their own names. For example, Article 12 of the Federal Law “On Auditing Work” establishes the institution of autonomy of auditors, audit organizations and personal auditors, which is similar in nature to the institution of affiliated persons. The mentioned federal law, among other things, establishes categories of individuals and legal entities (audit firms and personal auditors) that are not able to implement in relation to specific entities.

  • auditors are considered the founders (participants) of the audited entities, their managers, accountants and other persons responsible for the company and maintaining accounting records and preparing financial (accounting) statements;
  • auditors consist of the founders (partners) of the audited entities, their officials, accountants and other persons responsible for the company and maintaining accounting records and preparing financial (accounting) statements, in the immediate family (guardians, spouses, brothers, sisters, children, and also brothers, sisters, ancestors and children of spouses);
  • audit organizations, heads and other officials who are the founders (participants) of the audited entities, their officials, accountants and other persons responsible for the company and maintaining accounting records and preparing financial (accounting) statements;
  • audit organizations, the heads and other officials of which are closely related (ancestors, spouses, brothers, sisters, children, also brothers, sisters, ancestors and children of spouses) with the founders (partners) of the audited entities, their officials, accountants and other persons , who are responsible for the company and maintaining accounting records and preparing financial (accounting) statements;
  • audit organizations in relation to audited entities that are their founders (participants), in relation to audited entities for which these audit organizations are considered founders (participants), in relation to subsidiaries, branches and offices of the designated audited entities, and also in relation to organizations with aggregate with this audit organization of founders (partners);
  • audit organizations and personal auditors who, over the course of the 3 years preceding the audit, provide proposals for the renewal and maintenance of accounting, and also for the preparation of economic (accounting) reporting to individuals and legal entities - in relation to these persons.

As we can see from these legal restrictions, we are talking about persons who have indicators of affiliation (role in capital, presence of labor and contractual relationships, membership in the management bodies of a legal entity, family ties), but there is a substantive feature.

Let’s assume that tax legislation uses the concept of “related entities” for purposes, which in terms of its own indicators is identical to the concept of “affiliated entities.” Article 20 of the Tax Code stipulates that interdependent persons are individuals and (or) organizations, the affairs between which have every chance of affecting the conditions or financial consequences their work or the work of the persons they represent, and specifically:

  • 1 organization specifically and (or) indirectly participates in another organization, and the total share of this participation is more than 20 percent;
  • one individual is subordinate to another individual due to his official position;
  • persons are, in accordance with the family legislation of Russia, in a marital relationship, a relationship of an inextricable connection or quality, an adoptive parent and an adopted child, and also a patron and a ward.

Also, part 2 of the article under consideration establishes the right of the court to recognize persons as interdependent for other reasons, if the affairs between these persons have every chance of influencing the consequences of transactions for the sale of goods (deeds, services).

It turns out that given the multifaceted nature of this phenomenon, there is no general methodology for classifying a person as an affiliate; there is no specific definition of the form of influence of affiliates on dependent entities. Therefore, it is necessary to develop a common approach, to unify the legislative definition of the concept of “affiliated persons” in order to be able to implement the latter when qualifying relationships in various areas social work. At the same time, this work is already being carried out by the legislator, thanks to which a plan for the federal law “On Affiliated Persons” has been developed, which is focused on “establishing the obligation of legal entities and individual businessmen to record and provide information about their own affiliated persons, claims for transactions with affiliated persons or with their role, describes the rights of co-participants (founders) of legal entities to receive information about affiliated persons of legal entities of which they are considered co-participants (founders). The presented bill most fully characterizes the concept of affiliated persons, taking into account the accumulated skill in its implementation, establishes requirements for accounting for affiliated persons, identifying information about affiliated persons, and also responsibility for non-compliance with the noted claims.

Stay up to date with everyone important events United Traders - subscribe to our

Affiliates are individuals and organizations that can influence the management of the company. In some cases, JSCs and LLCs are required to notify affiliates.

When preparing materials, we use only information

Affiliates as a concept are defined “On competition and restriction of monopolistic activities in commodity markets.” According to the provisions of this article, affiliates are citizens or organizations that are able to influence other companies or citizens in the process of the latter’s entrepreneurial activities. Companies or citizens are in dependent relationships with affiliates. If the occurrence of legal consequences depends on the presence of affiliation of persons, it is established in accordance with the law ().

Affiliates can influence the company's operations

When we talk about affiliated legal entities, it is meant that a citizen who is a member of the company’s governing body has influence on the activities of another company. The list of affiliates of the organization may include:

  1. Member of the company's board of directors, its supervisory board or other collegial management body.
  2. Member of the company's board.
  3. The general director of the company or other person who serves as a director.
  4. A person or persons who belong to the same group as the company. In this context, a group of persons is considered to be a set of individuals and (or) legal entities for whom one or more characteristics of the law on protection of competition are true.
  5. A person who has the right to control 20% of the votes or more in voting shares, authorized or share capital, shares of a legal entity.
  6. A company in which the entity has the right to control more than 20% or more of the voting rights.
  7. Members of boards of directors, supervisory boards, other collegial management bodies, as well as the collegial executive body of any of the companies that, together with this one, are part of the financial and industrial group. Also, affiliated persons are persons who exercise the powers of the sole executive bodies of participants in such a financial and industrial group.

Entrepreneurs can also have affiliates:

  1. Persons who, according to the criteria from Art. 9 of the Competition Law belongs to the same group.
  2. A company in which a given citizen can control more than 20% of the total number of votes.

For individuals who do not conduct business activities, the law does not define a list of affiliated persons ().

JSCs and LLCs must maintain lists of affiliated persons

Joint-stock companies are required to disclose lists of affiliated persons and publish them on official websites (“On the disclosure of information by issuers of equity securities”). For example, the list of affiliated persons of a JSC should be drawn up in accordance with the requirements of Regulation No. 454-P.

Each limited liability company is also required to compile such a list. The list of affiliated persons of the LLC is maintained in accordance with the requirements:

  • make such a list;
  • stored in accordance with the requirements of the law in the premises where the executive body of the LLC is located;
  • provide the participant with an original or a copy upon his request. A company participant has the right to request a list of affiliated legal entities or citizens who are associated with the LLC.

The law does not require the list to be drawn up in any specific form, but you can rely on the forms that are used to compile lists of affiliated persons of a JSC.

For interested party transactions, the concept of an affiliate was replaced by a controlling person

It should be borne in mind that from January 1, 2017, changes occurred in corporate legislation that affected the provisions on interested parties (clause 1, article 45 of law No. 14-FZ, clause 1 of article 81 of law No. 208-FZ). When an LLC or JSC enters into an interested party transaction, the law uses not the concept of affiliates, but the concept of controlling persons. A controlling person is a person who can:

  • directly or indirectly control more than 50% of the votes at the general meeting;
  • appoint a general director of the company;
  • appoint more than 50% of the board of directors or management board.

In this regard, many affiliates of companies moved into the category of controlled entities. This implies different degrees of responsibility of these persons for participation in transactions. However, an interested party transaction can be challenged if it was not approved in the prescribed manner or if it caused harm to society.

A professional help system for lawyers in which you will find the answer to any, even the most complex, question.


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 financial statements, re-disclose the annual reports and annual financial statements for 2013 and 2014, or can it “re-start” disclosure with the annual statements and annual report for 2015 already in 2016 year? Formally, in this situation, since in general laws do not have retroactive effect, annual reports and annual financial statements for 2013 and 2014 should be restored 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 a joint-stock company can be used by interested parties in various cases of the economic life of the company.

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; notice of the general meeting of its shareholders; 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 placement of securities by the joint-stock company. At the time of the creation of the company, Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies” was not brought into conformity with the Civil Code of the Russian Federation and did not answer the question of disclosure of information by 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.