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Legal briefing notes

Disclosure of information by joint-stock companies (PAO, NAO)

Disclosure of information by AO - general information

Mandatory disclosure of information on the stock market implies that any interested entity is able to get open access to it, according to the approved procedure and regardless of the purpose that this interested entity has. Information in the news feed and on the website of the authorized body must be posted by both public and non-public joint-stock companies. The same requirement is contained in Regulation No. 454-P, which was approved by the Russian Central Bank at the end of December 2014.

What kind of AO should disclose information

The current domestic legislation extends this obligation to the following types of joint-stock companies:

  • Public;
  • Non-public, that is having more than fifty shareholders;
  • Non-public companies that are publicizing their securities.

In what form disclosure of the information is carried out

Two legal acts describe all acceptable forms. They are the Regulation of the Central Bank No. 454-P and the law “On Joint Stock Companies”.

For PAO, the following points are subject to display:

  • charter as well as internal regulations and documents of PAO that control the functioning of its structures;
  • annual reports;
  • annual accounting reports, including an auditor's report confirming the accuracy of the specified data;
  • information about persons who associated with PAO and being affiliated;
  • securities prospectus (according to the requirements of the Central Bank);
  • notice of the Meeting of Shareholders;
  • notice of the concluded shareholder agreement;
  • the decision on issuing bonds and/or other securities;
  • notifications on the receiving or changing of rights to approve the election procedure at meetings of shareholders dedicated to securities related to PAO;
  • reports for each quarter;
  • notification of the upcoming filing of a lawsuit aimed at the annulment of one or another decision of the meeting of shareholders, compensation for damage, recognition of the transaction as invalid, etc.;
  • notification of any facts that significantly influence the work of PAO;
  • Additional information (according to Regulation No. 454-P).

Provision of all the information assets listed above is not only the fulfillment of the requirements established by law but also the opportunity to pursue a transparent policy that is credible for customers, partners and other strategically important persons.

For NAO with more than fifty shareholders:

  • annual report;
  • data on purchases of more than 20% of the voting shares of another joint-stock company by NAO;
  • annual accounting statements, including the auditor's report, which reflects the opinion of the audit company on its accuracy, that is compiled according to the established order.

For NAO that publishes or has placed any securities:

  • charter and internal documents regulating the activities of its bodies;
  • the decision on issuing bonds and other securities;
  • annual report;
  • information about persons associated with NAO and being affiliated;
  • annual financial statements, including an auditor's report confirming the accuracy of the data;
  • additional information about any important changes.

It's important to know. The Central Bank may exempt a joint-stock company from the obligation to disclose information. However, the activities of the AO should be according to the conditions established in the law “On the Securities Market” (Article 30.1)

What are the consequences of non-compliance with requirements on the disclosure of information?

If it is revealed that the information provided is incomplete, misleadingly false as well as if the procedure or terms for disclosing information are violated, the AO will pay a fine that is up to 1 million rubles for legal entities and up to 50 thousand for officials.

The advantages of working with the Tsentralny Okrug Law Firm in Voronezh

  • Consultations of specialists and free rapid assessment of documents.
  • Free consultation and express evaluation of documentation.
  • Prompt the provision of advice on the preparation of documents included in the list of mandatory for disclosure.
  • Full accompaniment of the procedure of disclosure of information of AO.
  • Money-back guarantee in case of the results will not be achieved.
  • Preferential treatment for the provision of services for regular customers.

Specialists of the Tsentralny Okrug Law Firm for many years successfully resolve questions in the corporate and legal area. We guarantee professionally and expeditiously accompaniment of the mandatory disclosure of AO information.

Author is Dmitry Prosvirin

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