Article 7.1 of the Federal Law “On the State Registration of Legal Entities and Sole Entrepreneurs” (the “Law”) came into force starting from the 1st January 2013. This article regulates issues regarding the functioning of the Unified Federal Register of Activities of Legal Entities (the “Register”).
The information contained in the Register is not restricted-access data and it is open to the general public, except for the information to which access is restricted according to the legislation of the Russian Federation.
The Register exists in electronic form on the Internet with the web-address: [http://www.fedresurs.ru], and is maintained by the information agency CJSC “Interfax” (the “Operator who maintains the Register”).
The Law stipulates a list of information which is subject to compulsory and/or voluntary disclosure as well as who is responsible for the disclosure, namely the tax authorities or the legal entity itself.
The Register functions alongside the Unified State Register of Legal Entities (the “USRLE”) and duplicates some information (for instance, information regarding the establishment or liquidation of a legal entity) that is subject to compulsory disclosure by the tax authorities or legal entities in the Register following the date of its registration with the USRLE.
The most significant obligation on legal entities regarding disclosure is a requirement to disclose the records concerning the net asset value of joint-stock companies and limited liability companies in cases prescribed by law.
Click here to see table.
Click here to see table.
The list of information to be disclosed by the legal entity is not exhaustive and may be completed with information which is required to be disclosed under other federal laws.
It remains unclear how willing the legal entities will be to disclose information regarding their activities during the voluntary disclosure period.
The legal entity shall sign the information to be disclosed in electronic form with an electronic signature and shall pay for the said disclosure with the Operator who maintains the Register. The payment amounts to RUB 640 (approximately EUR 16) for each notice and it is made based on the payment order.
The Operator who maintains the Register can refuse to include information in two cases only:
- if the electronic information has no electronic signature;
- if the applicant has not paid the relevant fee.
An applicant who has included certain information into the Register is liable for its correctness and authenticity. Thus, anyone who has incurs loss as a result is entitled to sue for damages. The sanctions for non-disclosure of information to the Register have not yet been provided
A positive consequence of the appearance of the Register for business is that it aims at granting better protection for the interests of legal entities’ creditors. It is however difficult at this stage to assess whether the Register will function effectively.
A potentially negative consequence of the creation of the Register is that it constitutes a new system of disclosing information on legal entities. The new system is a state run, free of charge and privately paid system and is not only voluntary but also for some information compulsory. The new “service” of placing information on the Register to an extent duplicates the function of the state body that already records information on legal entities and therefore the new Register may introduce additional pressures on business.
In connection with the coming into force of the Register it is likely that legal entities will need to: (i) run a review of the legislation to check to what extent compulsory disclosure applies to it, (ii) apply for an e-signature, (iii) appoint an officer of the company in charge of monitoring triggering events, (iv) elaborate its policy on voluntary disclosure of information (if needed).
[Federal law No. 228-FZ “On Amending Certain Legislative Acts of the Russian Federation in as Much as it Concerns Reviewing the Means Whereby Creditors` Rights are Protected When the Charter Capital is Reduced, and Amending the Requirements Applicable to Business Associations When the Charter Capital does not Correspond to Net Asset Value”, dated 18 July 2011]