COVID-19: The Central Bank has advised of the deadlines for disclosures by issuers in 2020

FAO CEOs, chief accountants and employees of companies' financial, tax and legal departments

Pepeliaev Group advises that the Bank of Russia has set final deadlines for disclosures by issuers of equity securities against the backdrop of the spread of the new coronavirus infection.

Please be reminded that on 29 April 2020 the Board of Directors of the Bank of Russia determined new (extended) deadlines for mandatory disclosures by issuers of equity securities (including joint-stock companies)[1] which will have effect in 2020[2]. For more details on the matter please read Pepeliaev Group’s alert dated 7 May 2020.

In connection with the Russian President having extended the so-called ‘non-working’ days[3] and in view of the above extension by the Bank of Russia of disclosure deadlines, the Bank of Russia has decided to set final deadlines for disclosures by issuers of equity securities (including join-stock companies)[4].

The final deadlines for disclosures by issuers of equity securities

The Bank of Russia has indicated the following final deadlines by which issuers of securities must fulfil their disclosure obligations:

• the text of an issuer’s report[5] for Q1 2020 must be published not later than 15 June 2020 (i.e. within 75 days after the date when the relevant quarter ends);

• an issuer’s annual accounting (financial) statements[6] for 2019 must be published not later than 27 May 2020 (i.e. not later than 15 days after the issue of an auditor's opinion and not later than 15 days from the date when the statutory period under Russian legislation expires for the submission of a mandatory counterpart of the above statements);

• the list of affiliates[7] for Q1 2020 must be disclosed not later than 25 May 2020 (i.e. within 10 business days after the date when the reporting quarter ends).

Please note that previously the Bank of Russia recommended that when an issuer discloses information it should also advise of objective reasons why it could not have met the standard disclosure deadlines[8]. Issuers should publish such information as a separate explanation to the annual accounting (financial) statements or in the message itself describing the material fact (if a company is obliged to disclose information in the format of communications about material facts[9]).

Help from your adviser

Pepeliaev Group’s specialists are keeping track of the amendments being made to corporate legislation in view of the current circumstances and are ready to provide any support to business entities and give recommendations on how to choose the best solutions for business with respect to any issues of corporate law, including the issues arising when corporate procedures are performed.

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[1] A disclosure obligation and the composition, procedure and deadlines for mandatory disclosure by issuers have been established by Regulation No. 454-P of the Bank of Russia “On disclosures by issuers of equity securities” dated 30 December 2014
[2] For the official press release of the Bank of Russia, please click here
[3] Non-working days have been extended under the Russian President’s Decree dated 28 April 2020 “On extending the measures for ensuring the sanitary and epidemiological well-being of the public in the Russian Federation in connection with the spread of the new coronavirus infection (COVID-19)”
[4] For the official press release of the Bank of Russia, please click here
[5] The disclosure obligation and procedure are stipulated by section IV of Regulation No. 454-P of the Bank of Russia “On disclosures by issuers of equity securities” dated 30 December 2014
[6] The disclosure obligation and procedure are stipulated by section VII of Regulation No. 454-P of the Bank of Russia “On disclosures by issuers of equity securities” dated 30 December 2014
[7] The disclosure obligation and procedure are stipulated by chapter 73 of Regulation No. 454-P of the Bank of Russia “On disclosures by issuers of equity securities” dated 30 December 2014
[8] General disclosure deadlines are regulated by clauses 11.1, 71.4 and 73.3 of Regulation No. 454-P of the Bank of Russia “On disclosures by issuers of equity securities” dated 30 December 2014
[9] The obligation to disclose information in the form of material facts is stipulated by chapter 5 of Regulation No. 454-P of the Bank of Russia “On disclosures by issuers of equity securities” dated 30 December 2014.