Dear clients and cooperation partners,
In this Newsflash you will find a reminder on the requirements for filing annual reports.
We will be happy to advise you on any questions you may have about the issues in this Newsflash!
Deadline approaching for filing annual reports with the State Revenue Service (SRS).
Under the Law on Annual Financial Statements and Consolidated Financial Statements, all companies must file with the SRS an annual report approved by the shareholders’ meeting no later than one month after approval and no later than four months after the end of the reporting year. This means that if a company’s reporting year is the same as the calendar year, the deadline is 30 April. An exception is made for:
- medium and large companies complying with the criteria set by the Law on Annual Financial Statements and Consolidated Financial Statements; and
- parent companies of a group of companies which prepare a consolidated annual report,
These must file with the SRS an annual report and consolidated annual report (if prepared) within seven months after the end of a company’s reporting year.
In addition to the annual report and auditor’s statement on the annual report (for those companies that meet the criteria listed in the Law on Annual Financial Statements and Consolidated Financial Statements, as well as companies whose articles of association or shareholders’ meeting requires the annual report to be reviewed by an auditor), the Commercial Law requires a board proposal to be prepared before approval of the annual report on distribution of profit (or in the case of losses on improving company financial status) and, if the company has a council, a report from the council on the annual report. Moreover, under the Law on Groups of Companies, dependent companies must prepare a statement of dependence to be filed with the Commercial Register, unless a group agreement has been concluded.
The annual meeting of shareholders to approve the annual report must be held no later than the deadline mentioned above. A notice convening the meeting must be sent to shareholders of private limited liability companies at least two weeks before the meeting, while for joint-stock companies the deadline is at least 30 days before the meeting. Along with the notice convening the meeting, the following must be sent to shareholders: the annual report, statement of dependence, auditor’s statement, a report from the council and board proposal. Joint-stock companies do not need to append the above-mentioned documents to the notice convening the meeting as long as the notice contains information about the place and time where the shareholder may access them at the registered address of the company.
The annual report must be filed only with the SRS, along with explanations on approval of the annual report by the shareholders’ meeting.
Please note that as of financial year 2016, the annual report must be signed not only by the board or an authorised member of the board but also by the accountant of the company or the outsourced accountant (criteria are listed in the Law on Annual Financial Statements and Consolidated Financial Statements and the co-signing duty of the accountant is applicable to the financial statements).