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Information subject to obligatory publication in Federal Register of data on the activities’ facts


Federal Law of 03 July 2016 No. 360 FZ “On Amendments to Certain Legislative Acts of the Russian Federation” introduced amendments inter alia into the Federal law of 8 August 2001 No. 129-FZ “On State Registration of Legal Entities and Sole Entrepreneurs” (hereinafter - the “Law”). The amendments comprise establishment of the Unified Federal Register of Information about Facts of Activities of Legal Entities (hereinafter - the “Register”)1. The Register supplemented the existing Unified State Register of Legal Entities and Sole entrepreneurs (hereinafter - the “EGRUL”).

According to the Law the following information has to be published in Register by the legal entity:

  • on the cost of the joint-stock company’s and limited liability company’s net assets (in cases provided by law) on the last reporting date2;
  • on the occurrence of criteria evidencing insufficiency of property in accordance with the legislation on insolvency (bankruptcy);
  • on financial and (or) the financial statements, when the law provides for obligation to disclose such information in mass media;
  • on obtaining a license, suspension, renewal, re-issuance of the license, license revocation or termination on other grounds of the license in respect of a particular activity;
  • on the commercial court ruling on the introduction of supervision procedure;
  • on pledge of movable property belonging to a legal entity;
  • on issuance of independent guarantee with indication of the beneficiary and the principal, as well as the essential terms of such guarantee;
  • on the conclusion by the financial agent of the financing contract under assignment of monetary claims between legal entities or sole entrepreneurs. The financial agent undertakes to publish  such information3;
  • other information, the introduction of which is provided by other federal laws and that entity is making on your own.

Federal tax authority undertakes to introduce other information in the Register. Such information includes:

  • record on the establishment of a legal entity (including the incorporation of a legal entity by the way of reorganization);
  • a record confirming, that the entity is in the process of liquidation;
  • a record on the exclusion of the legal entity from the register or of the liquidation of the legal entity;
  • a record on decrease or increase of the share capital;
  • a record on appointment or termination of the powers of the sole executive body of the legal entity;
  • a record of data inaccuracy contained in the EGRUL;
  • information, that the legal entity decided to change its location;
  • a record on change of the legal address of the legal entity.

The information shall be published in the Register within three working days starting from the date, when the legal entity discovered the relevant facts4.

Since 01.10.2016 amendments were also introduced to the Federal Law dated 29.10.1998 No. 164-FZ “On Financial Rental (Leasing)”, according to which the lessor shall post messages in Register on conclusion of each lease contract. The requirements on the mandatory publication of reports of the lessor on the lease agreement apply to agreements concluded since 01.10.2016.

The legal entity shall disclose information on imposed bankruptcy proceedings, namely: information about the introduction of supervision, external control, on adjudication of bankruptcy of the debtor and the opening of bankruptcy proceedings, which are included in the Unified Federal Register on Bankruptcy Information and published in the official gazette. Such Unified Federal Register on Bankruptcy is an integral part of the Register.

Publishing information in the Register is performed on a paid basis, and the applicable fee amounts to 805 (eight hundred and five) rubles for any publication. Monthly subscription fee of 11 800 (eleven thousand eight hundred) rubles is also applicable in respect of specific groups of publications, i.e. on entering into lease agreement, conclusion by the financial agent of the financing contract under assignment of claims, issuance of independent guarantee.

Non-publishing or untimely publishing of information in the Register entail administrative liability provided in article 14.25 of the Code of Administrative Offences (hereinafter - the “Administrative Code”):

  • late submission of data entails warning to the officials or imposition of an administrative fine on officials in the amount of five thousand rubles;
  • failure to submit or submission of false information, leads to the administrative fine on officials in the amount from five thousand to ten thousand rubles.

For repeated violation, administrative fine for officials increases up to fifty thousand rubles or leads to the disqualification for a period of one to three years.

There is also criminal liability, established in Article 170.1 of the Criminal Code of the Russian Federation, relating to the failure to publish information about:

  • the founders (participants) of the legal entity;
  • the size and nominal value of shares of participation in the share capital of the business entity, the registered owners of registered securities;
  • the number, nominal value and category of registered securities;
  • the encumbrance of securities or shares, the Company’s manager of securities or shares, transferred by way of inheritance;
  • the executive body of the legal person or on another person, entitled to act without a power of attorney on behalf of a legal entity.

For submitting to the registering authority or organizations, registering rights to securities, of documents containing false data, for the purposes of their entering in the EGRUL, in the register of securities’ holders or in the depository account established criminal liability provides:

  • a fine from one hundred thousand to three hundred thousand rubles;
  • compulsory labor for up to two years;
  • imprisonment for up to two years with a fine of up to one hundred thousand rubles or the salary or other income for a period of up to six months, or without the one.

It should be stressed that obligations of legal entities on entering data into the Register are cover situations, which occurred starting from 01.10.2016.

_____

1http://www.fedresurs.ru/
231 December of the current financial year
3Letter of Bank of Russia dated 26.09.2016 No. 41-2-8/1330
4p. 3.1 Order of the Ministry of Economic Development of Russia dated 05.04.2013 No. 178 “On approval of the formation and maintenance of the Unified Federal Register of information about the facts of legal entities and the Unified Federal Register of information about bankruptcy and the list of information to be included in the Unified Federal Register of information about bankruptcy”



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