What happens if you submit unapproved reports to the tax office?

Approval of the financial statements prohibits their further adjustment - this means that having discovered a significant error in the already approved accounting statements for the past period, corrections should be made in the current reporting period (clause 9 of PBU 22/2010). The procedure for approving accounting records for JSCs and LLCs is provided for by federal laws No. 208-FZ dated December 26, 1995 “On Joint-Stock Companies” and No. 14-FZ dated February 8, 1998 “On LLCs”. Let's talk about the decision to approve the annual balance sheet.

General information on the procedure for approving annual financial statements

The owners of the organization are familiarized with the results of the year’s work at the next general meeting. The main features of approval of accounting records in LLCs and joint stock companies are presented in the table:

* Annual reports are submitted to the Federal Tax Service no later than March 31 of the year following the reporting year, and due to the pandemic and non-working days from March 30 to April 30, in 2022 the deadline for summer residence has been postponed to May 6. You need to submit your balance sheet to the tax office, even if by this date it has not yet been approved by the general meeting.

Illegal refusal to hold a general meeting in a JSC or LLC is subject to administrative fines in accordance with clause 1, art. 15.23.1 Code of Administrative Offenses of the Russian Federation (for an individual - up to 4 thousand rubles, for an official - up to 30 thousand rubles, for an organization - up to 700 thousand rubles).

Approval of annual reporting in LLC and changes in the timing of the procedure

According to Law No. 14-FZ of 02/08/1998 “On LLC”, approval of the annual report and annual balance sheet is attributed to the powers of the general meeting of owners (clause 6, paragraph 2, article 33), which is convened at least once a year. In this case, the company's charter must specify the time limit for convening the meeting - no earlier than 2 and no later than 4 months after the end of the reporting year (Article Law No. 14-FZ). Those. LLC reporting should be approved within a very strict time frame - from March 1 to April 30. The decision made by the meeting is recorded in the minutes; the date of its holding is the date of approval of the reporting.

These are the general rules for the procedure for approving the results of an LLC’s activities for the year. But with the onset of a difficult sanitary and epidemiological situation in the country, Law No. 115-FZ dated 04/07/2020 was adopted, and the Ministry of Finance published information message No. IS-accounting-26 dated 04/09/2020, which recorded changes regarding the timing of approval of annual reporting (consolidated ) enterprises of various organizational and legal forms.

Thus, the second part of Art. is suspended. 34 of Law No. 14-FZ, which determines the timing of holding meetings of LLC owners in 2022. This year (and so far only this year) different time frames are established - after 2 months and no later than 9 months after the end of the financial year. This means that the annual accounting statements of the LLC for 2022 must be approved no later than September 30, 2022.

The founder's decision to approve the balance sheet of the LLC

If there is only one founder in a company, he has the right to individually resolve all issues within the competence of the general meeting of participants. The results are presented in writing.

The decision to approve the annual financial statements by the sole owner may look like this:

The procedure for approving annual reports in a joint-stock company

A different system for approving financial statements has been developed for joint-stock companies; it consists of several stages and is regulated by the provisions of Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies.” The deadline for approval of the balance sheet is set in the range of 2 and no later than 6 months after the end of the reporting year, i.e. from March 1 to June 30. First, the accuracy of the data in the reports is confirmed by the audit commission, then (30 days before the day of convening the meeting of shareholders) the reporting package is approved by the board of directors.

If there is no such body in the JSC, the reporting is approved by the head of the company. And only after completion of all the listed stages is a general meeting of shareholders convened. True, approval of reporting may also fall within the competence of the board of directors if such a provision is enshrined in the company’s Charter (Article of Law No. 208-FZ).

For both LLC and JSC, approval of reporting is documented in the minutes of the general meeting.

The conditions for the duration of the period for convening a meeting of shareholders were adjusted in 2022 by the above legislative norms, i.e., the deadline for approving the balance sheet and reporting of the joint-stock company was increased and falls on the period from March 1 to September 30.

How to decide on balance sheet approval in 2020

On December 25, 2022, the Presidium of the Supreme Court of the Russian Federation approved a review of judicial practice, which must be taken into account when holding a general meeting of participants.

Previously, the owners did not notarize their decisions, preferring to enshrine in the Charter an alternative method of confirming their decisions. If such a provision was not included in the Charter, then each protocol contained approximately the following wording: “The method of confirming the adoption of decisions by the meeting on the issues of the agenda and the composition of the participants present is to be determined as the signing of the protocol by all participants present at the meeting, and therefore the protocol is not subject to certification by a notary "

The judicial review showed that this course of action does not exclude the possibility of the decision of the general meeting being declared invalid. Now you need:

• have every decision certified by a notary;
• or add a clause to the Charter on the use of a different method of confirmation.

Notarization requires additional costs. Therefore, we recommend changing the Charter and establishing in it the possibility of certifying decisions made and the composition of participants in a way alternative to a notary.

Similar conclusions apply to LLCs with a single founder.

Information included in annual reporting

In accordance with paragraph 3 of Art. 30 of the Federal Law “On LLC”, the annual report must contain a section on the state of net assets. The report provides information for the last three completed financial years, including the reporting year, with indicators of the dynamics of changes in net assets and authorized capital. If the LLC has been in existence for less than three years, information is provided for each completed financial year.

If the value of net assets turned out to be less than the authorized capital, then include an analysis of the reasons and factors that led to this situation. In addition, it is necessary to indicate a list of measures that, in the opinion of the director and the board of directors (if there is one), will help correct it.

We recommend including the following information in the annual report:

• information about the company: full and abbreviated name of the LLC, location, structure of management bodies, composition of participants, state registration information, size of the authorized capital, net asset value;
• about financial results;
• about completed transactions;
• accounting Report;
• information on the audit of financial and economic activities (audit, conclusion of the audit commission).

In order to check and confirm the correctness of annual reports and balance sheets, the LLC, by decision of the participants, has the right to engage a professional auditor who is not associated with property interests with the LLC (Article Federal Law “On LLC”).

Interim financial statements

Reports prepared for a period of less than a calendar year are called interim (Clause 5, Article 13 of Law 402-FZ).

Clause 29 of the Regulations on Accounting and Accounting Reports in the Russian Federation (PVBU) states: the company must prepare interim reports (for the month and for the quarter) on an accrual basis from the beginning of the reporting year, unless otherwise provided by the legislation of the Russian Federation. But paragraph 4 of Article 13 of Law 402-FZ precisely establishes “otherwise”. In accordance with it, interim financial statements need to be prepared only in cases where the company is obliged to present them. Such an obligation can be established by the legislation of the Russian Federation, regulatory legal acts of state accounting regulatory bodies, or at the corporate level - by company contracts, its constituent documents or decisions of owners. Of course, reporting periods and (or) reporting dates must be determined.

For example, by virtue of law, the reporting date for a business company is the day of payment of dividends. The fact is that on this day it is necessary to determine the value of net assets (clause 2 of article 29 of the Federal Law of 02/08/1998 No. 14-FZ “On Limited Liability Companies”, clause 4 of article 43 of the Federal Law of 12/26/1995 No. 208-FZ “On Joint-Stock Companies”).

Important

For most companies, the reporting period is the calendar year. Basis - Federal Law of December 6, 2011 No. 402-FZ “On Accounting”. The last day of the calendar month is not considered a generally established reporting date.

Another example: upon state registration of a securities prospectus, the issuer must submit interim reports for the last completed reporting period, consisting of three, six or nine months (subclause 3, clause 2, article 22 of the Federal Law of April 22, 1996 No. 39-FZ “ On the securities market").

What does an annual financial report consist of?

The composition of the annual financial statements is regulated by Art. 14 of the Law “On Accounting” dated December 6, 2011 No. 402-FZ.

The annual financial statements consist of a balance sheet, a statement of financial results and appendices thereto.

To applications according to paragraphs. 2, 4 Orders of the Ministry of Finance dated July 2, 2010 No. 66n include:

• Statement of changes in equity;
• Cash flow statement;
• Report on the intended use of funds (for non-profit organizations);
• other applications (explanations).

The forms of annual financial statements are approved by Order of the Ministry of Finance of Russia dated July 2, 2010 No. 66n. Moreover, both for “ordinary” organizations and for organizations that have the right to use simplified methods of accounting, including simplified accounting (financial) reporting.

Rules for evaluating financial statements items

32. When assessing the items in the financial statements, the organization must ensure compliance with the assumptions and requirements provided for by the Accounting Regulations “Accounting Policy of the Organization” PBU 1/98.
33. The balance sheet data at the beginning of the reporting period must be comparable with the balance sheet data for the period preceding the reporting period (taking into account the reorganization carried out, as well as changes related to the application of the Accounting Regulations “Accounting Policies of the Organization”).

34. In the financial statements, offsets between items of assets and liabilities, items of profit and loss are not allowed, except in cases where such offset is provided for by the relevant accounting provisions.

35. The balance sheet should include numerical indicators in a net valuation, i.e. minus regulatory values, which must be disclosed in the notes to the balance sheet and profit and loss account.

36. The rules for evaluating individual items of financial statements are established by the relevant accounting provisions.

37. In case of deviation from the rules provided for in paragraphs 32 - 35 of these Regulations, significant deviations must be disclosed in the explanations to the balance sheet and profit and loss statement, along with an indication of the reasons that caused these deviations and the effect that these deviations had on understanding state of the financial position of the organization, reflection of the financial results of its activities and changes in its financial position.

38. Items in the financial statements prepared for the reporting year must be supported by the results of the inventory of assets and liabilities.