Federal Law of July 27, 2010 № 208-FZ «On Consolidated Financial Statements»

RUSSIAN FEDERATION

FEDERAL LAW

of July 27, 2010 No. 208-FZ

“ON CONSOLIDATED FINANCIAL STATEMENTS”

Article 1. Relations governed by this Federal Law

1. This Federal Law defines general requirements for the preparation, presentation and disclosure of consolidated financial statements by a legal entity incorporated in accordance with the legislation of the Russian Federation (hereinafter referred to as “entity”).

2. For the purposes of this Federal Law consolidated financial statements are deemed to be a systemized information reflecting financial position, financial performance and changes in financial position of an entity which with other entities and (or) foreign entities is defined as a group in compliance with the International Financial Reporting Standards (hereinafter referred to as “IFRS”).

Article 2. Scope of this Federal Law

1. This Federal Law shall apply to:

1) credit institutions;

2) insurance companies (except for medical insurance companies, whose single activity is statutory medical insurance);

3) non-state pension funds;

4) management companies of investment funds, investment unit trusts and non-state pension funds;

5) clearing institutions;

6) federal state unitary enterprises, the list of which shall be approved by the Government of the Russian Federation;

7) joint-stock companies, whose shares are held by the Russian Federation and the list of which shall be approved by the Government of the Russian Federation;

8) other entities, whose securities are listed, except for special purpose vehicles and mortgage agents.

2. In case federal laws provide for the preparation and (or) presentation and (or) disclosure of consolidated financial statements (aggregated accounting statements, aggregated (consolidated) statements and balance sheet), or if charter documents of the entity that is not specified in section 1 of this Article provide for the presentation and (or) disclosure of consolidated financial statements, then such consolidated financial statements shall be prepared in compliance with this Federal Law.

3. [repealed]

4. [repealed]

5. This Federal Law shall also apply to the preparation, presentation and disclosure of financial statements of entities that do not constitute a group, specified in section 2 of Article 1 of this Federal Law (except for banks with a basic license). In the title of such financial statements, the word “consolidated” shall not be applied.

6. This Federal Law shall not be applied by the public sector entities.

7. This Federal Law shall not be applied to consolidated (aggregated) budget financial statements, consolidated statements of public (municipal) institutions, which shall be prepared in compliance with the budget legislation of the Russian Federation.

Article 3. Preparation of consolidated financial statements

1. Consolidated financial statements shall be prepared in compliance with IFRS.

2. Consolidated financial statements of an entity shall be prepared in addition to its financial statements that shall be prepared in accordance with the Federal Law of December 6, 2011 No. 402-FZ “On Accounting”.

3. IFRS and IFRS Interpretations issued by the International Financial Reporting Standards Foundation and endorsed in accordance with the procedure set forth within the requirements of legislation of the Russian Federation by the Government of the Russian Federation in coordination with the Central Bank of the Russian Federation shall be applied in the territory of the Russian Federation.

4. The reporting period for annual consolidated financial statements (the reporting year) is a calendar year starting from 1 January and ending on 31 December inclusive.

5. The charter documents of entities that are not entities specified in points 1-7 of section 1 of Article 2 of this Federal Law and (or) parent entities for bank holding companies can establish different terms for starting and ending of the reporting year provided that its duration is equal to the duration of the calendar year. This provision shall not be applied if other federal laws provide that the reporting year for annual consolidated financial statements is a calendar year and (or) entity’s annual report comprises consolidated financial statements.

6. The first reporting year for entity’s consolidated financial statements is the period starting from the date of its state registration until 31 December of the same calendar year inclusive. In case when the charter documents of the entity establish a different term for ending of the reporting year, the first reporting year for consolidated financial statements of such entity shall be the period starting from the date of its state registration until the end of the reporting year, established by the entity’s charter documents, inclusive. Entities, except for entities specified in points 1-5 of section 1 of Article 2 of this Federal Law and entities that are parent entities for bank holding companies, shall have a right not to prepare consolidated financial statements for the first reporting year if its duration from the date of their state registration until the ending date of the reporting year is less than 90 days.

7. The reporting period for interim consolidated financial statements is the period starting from the beginning of the reporting year until the reporting date of the interim period, for which these interim consolidated financial statements have been prepared, inclusive. The first reporting period for interim consolidated financial statements is the period starting from the date of entity’s state registration until the reporting date of the interim period, for which these interim consolidated financial statements have been prepared, inclusive.

Article 4. Presentation of consolidated financial statements

1. Annual consolidated financial statements shall be presented to the entity’s participants (shareholders, founders) or entity’s property owners. These statements, except entity’s statements, specified in points 6–8 of section 1 of Article 2 of this Federal Law, unless otherwise provided by section 7.1 of this Article, shall also be presented to the Central Bank of the Russian Federation.

2. Interim consolidated financial statements shall be presented to the entity’s participants (shareholders, founders) or entity’s property owners, in case such presentation provided by the entity’s charter documents. These statements, except entity’s statements, specified in points 6–8 of section 1 of Article 2 of this Federal Law, unless otherwise provided by section 7.1 of this Article, shall also be presented to the Central Bank of the Russian Federation in cases, established by the Central Bank of the Russian Federation.

2.1. Federal laws can define cases for presentation of annual and interim consolidated financial statements by entities, specified in point 8 of section 1 of Article 2 of this Federal Law, to the Central Bank of the Russian Federation.

3. Annual and interim consolidated financial statements shall be presented to the entity’s participants (shareholders, founders) or entity’s property owners, under the procedure set forth by the charter documents of the entity.

4. [repealed]

5. When presenting their annual and interim consolidated financial statements to the Central Bank of the Russian Federation entities shall follow the procedure set forth by the Central Bank of the Russian Federation.

6. Consolidated financial statements shall be presented to the users specified in this Article in the Russian language and its indicators shall be reflected in the currency of the Russian Federation unless otherwise provided by the legislation of the Russian Federation.

7. Annual consolidated financial statements shall be presented within 120 days after the end of the reporting year for which these consolidated financial statements have been prepared. Interim consolidated financial statements shall be presented within 60 days after the end of the reporting period for which these interim consolidated financial statements have been prepared. In case when the last day of the term for presentation of consolidated financial statements fall on a day recognized in accordance with legislation of the Russian Federation as weekends or holidays, the first workday following such day-off shall be deemed as the last day of the term for presentation of consolidated financial statements.

7.1. Annual and interim consolidated financial statements of entities, specified in points 1–5 of section 1 of Article 2 of this Federal Law, as well as entities, specified in point 8 of section 1 of Article 2 of this Federal Law and which are parent entities for bank holding companies, shall be presented to the Central Bank of the Russian Federation within the deadlines, established by the Central Bank of the Russian Federation.

8. Consolidated financial statements shall be signed by the chief executive officer of an entity and (or) by other authorized persons according to the charter documents of the entity. If federal laws state qualification requirements for the chief executive officer of an entity, consolidated financial statements shall be signed by the chief executive officer of an entity and, in cases provided by the charter documents of the entity, by other authorized persons.

Article 5. Audit of consolidated financial statements

1. Annual consolidated financial statements are subject to the statutory audit.

2. Consolidated financial statements for the first half-year period of the reporting period, which shall be disclosed in accordance with this Federal Law or other federal laws, are subject to audit or review, specified and regulated in accordance with the auditing standards, carried out by an audit firm.

3. The audit report on consolidated financial statements or other report, prepared on the results of review of interim consolidated financial statements in accordance with the auditing standards, shall be presented and disclosed together with these consolidated financial statements.

Article 6. Supervision over the presentation and disclosure of consolidated financial statements

Supervision over the presentation and disclosure of consolidated financial statements by entities, except for the entities, specified in points 6 and 7 of section 1 of Article 2 of this Federal Law, shall be executed by the Central Bank of the Russian Federation.

Article 7. Disclosure of consolidated financial statements

1. An entity shall disclose its annual consolidated financial statements. Entities, specified in points 1 and 8 of section 1 of Article 2 of this Federal Law, shall also disclose interim consolidated financial statements.

2. Consolidated financial statements are deemed to be disclosed if they are placed in the information systems of general use or published in the mass media available to the interested parties, and (or) another actions have been undertaken with respect to these consolidated financial statements to make sure that they are available to all interested parties, regardless of the reasons to receive these statements following the procedure guaranteeing that consolidated financial statements would be found and received.

3. Entity shall place on its official website information on the place of disclosure of consolidated financial statements if these consolidated financial statements are placed (published) in the place other than its official website.

4. Consolidated financial statements disclosed by the means of placement in the public information systems shall be available to the interested parties within three years from the date of placement along with the audit report or other document, prepared on the results of review of interim consolidated financial statements in accordance with the auditing standards.

5. Consolidated financial statements shall be disclosed by an entity within 30 days after expiration of the period for its presentation in accordance with section 7 of Article 4 of this Federal Law if other terms for disclosure of consolidated financial statements are not provided by other federal laws.

6. The Central Bank of the Russian Federation is entitled to set reduced deadlines for disclosure of consolidated financial statements of entities, specified in point 1 of section 1 of Article 2 of this Federal Law, as well as entities, specified in point 8 of section 1 of Article 2 of this Federal Law and which are parent entities for bank holding companies. In case when the last day of the term for disclosure of consolidated financial statements fall on a day recognized in accordance with legislation of the Russian Federation as weekends or holidays, the first workday following such day-off shall be deemed as the last day of the term for presentation of consolidated financial statements.

7. Information on disclosure of consolidated financial statements together with specification of composition of disclosed statements, procedure, provided by section 2 of this Article, and date of its disclosure shall be presented by the entities, specified in point 1 of section 1 of Article 2 of this Federal Law, as well as entities, specified in point 8 of section 1 of Article 2 of this Federal Law and which are parent entities for bank holding companies, to the Central Bank of the Russian Federation within the deadlines, established by the Central Bank of the Russian Federation.

8. Entity’s consolidated financial statements containing state secret information and (or) information specified by the Government of the Russian Federation shall be disclosed in the part that does not contain such information. In case, when it is impossible to exclude state secret information and (or) information specified by the Government of the Russian Federation from consolidated financial statements, such information shall not be disclosed.

Article 8. Final Provisions

1. Entities shall prepare, present and disclose consolidated financial statements starting from the reporting year following the year when IFRS are endorsed for application in the territory of the Russian Federation, except to the cases referred to in section 2 of this Article.

2. Entities whose securities are listed and which prepare their consolidated financial statements in accordance with international general accepted framework, other than IFRS, shall present and disclose their consolidated financial statements starting from the reporting year following the year when IFRS are endorsed for application in the territory of the Russian Federation, but not earlier than from the 2015 year.

3. In case, if entity’s bonds are listed, such entity shall prepare, present and disclose its consolidated financial statements, starting from the 2014 year.

4. Entities, specified in points 3-5 of section 1 of Article 2 of this Federal Law, shall prepare, present and disclose its consolidated financial statements, starting from the statements for 2015, and entities, specified in points 6 and 7 of section 1 of Article 2 of this Federal Law - starting from the year, following the year when they were included in the lists, approved by the Government of the Russian Federation.