Annual report of a limited liability company (LLC)

Limited liability companies (LLC), like joint stock companies, are required to annually hold annual (regular) general meetings of their participants.
One of the mandatory issues of such meetings for an LLC is the approval of the company’s annual report. This issue, unlike the situation with joint stock companies, cannot be referred to another management body, including the board of directors (supervisory board). The ban on this is contained in paragraph 2 of Article 33 of the Federal Law “On Limited Liability Companies”.
The current legislation does not establish a complete list of information required to be included in the annual report of an LLC. But Article 30 of the Federal Law “On Limited Liability Companies” determines that the annual report of an LLC must contain a section on the status net assets company, which indicates:
1) indicators characterizing the dynamics of changes in the value of the net assets and authorized capital of the company for the last three completed financial years, including the reporting year, or, if the company has existed for less than three years, for each completed financial year;
2) the results of an analysis of the causes and factors that, in the opinion of the sole executive body company, board of directors (supervisory board) (if the specified board is formed in the company), led to the fact that the value of the company’s net assets was less than its authorized capital;
3) a list of measures to bring the value of the company’s net assets in accordance with the size of its authorized capital.
The requirements for the preparation and preliminary approval of the annual report of an LLC, unlike the annual report of a joint-stock company, are also not clearly spelled out in the legislation, but there are instructions (Articles 47 and 48 of the Federal Law “On Limited Liability Companies”) on mandatory check annual report before its approval by the meeting of the audit commission (auditor) of the LLC, if the company has such a body, and for verification by the auditor, if such a decision is made general meeting participants or such a requirement is established by law.
Thus, the final composition of the information in the annual report of the LLC and the rules for its preparation can be determined by the internal documents of the LLC itself. In this case, as a rule (at least for “large” LLCs), the composition of information and the rules of execution established for the annual report of a joint stock company in the “Regulations on the disclosure of information by issuers of equity securities” (approved by the Bank of Russia on December 30, 2014) are taken as a basis N 454-P).
There is another important difference between the annual report of an LLC and the corresponding report of a joint stock company. According to the provisions of paragraph 3 of Article 47 of the Federal Law “On Limited Liability Companies”, the general meeting of participants does not have the right to approve the annual reports and balance sheets of the company in the absence of conclusions audit commission(auditor) of the company.
The annual report of the LLC is included in the information and materials to be provided to the company's participants when preparing the annual (regular) general meeting of participants. If a different procedure for familiarizing LLC participants with information and materials is not provided for by the charter, the body or persons convening the general meeting are obliged to send them information and materials along with a notice of the meeting, and in the event of a change in the agenda, the relevant information and materials are sent along with a notice of such a change. The annual report included in the materials must be provided to all participants for review at the premises of the executive body of the LLC within 30 days (unless a shorter period is established by the charter of the LLC) before the general meeting of the company’s participants. The company is also obliged, at the request of any LLC participant, to provide him with a copy of such a report for a fee that cannot exceed the cost of its production.
Disclosure (publication) of the annual report of an LLC is necessary only in cases expressly established by law. For example, such a case would be a situation where an LLC is an issuer of publicly offered bonds and/or other issue-grade securities.
CJSC RCC provides services for preparing and holding general meetings of LLC participants, preparing all documents necessary for this, including notifications of participants, minutes, bulletins, annual reports. Our many years of experience will allow you to avoid mistakes, subsequent fines, as well as corporate conflicts that develop on the basis of violation of the rights of participants in a limited liability company due to miscalculations in convening meetings.

We are preparing for the annual general meeting of the LLC and would like to clarify what features we need to pay attention to this year? We heard that important changes have been adopted related to the procedure for organizing and holding such a meeting.

The rules themselves regarding the procedure for organizing and holding the annual general meeting have not changed. But significant changes affected documents that are considered only at the annual general meeting.

Let us remind you that the next general meeting of the company’s participants, at which the annual results of activities are approved (as it is officially called in the Federal Law of 02/08/98 No. 14-FZ “On Limited Liability Companies”, hereinafter referred to as the LLC Law) is held from 1 March to April 30. On annual meeting The company's annual report must be approved (subclause 6, part 2, article 33 of the LLC Law).

The main change associated with the preparation of the annual report is the requirement to include in such a report a section on the state of the LLC's net assets. This is what it says new edition Art. 30 of the LLC Law, in force since January 1, 2012 1 This article now not only regulates the creation of company funds, but also establishes the procedure for determining the value of net assets and including this information in the company’s annual report. In addition, information on net assets is now included in the list of information to which the LLC must provide access to any interested party. Since these amendments are effective from January 1, information on net assets must be included in the report for 2011.

In the section of the report on net assets, indicators are indicated that characterize the dynamics of changes in the value of the net assets and authorized capital of the company for the last three completed financial years, including the reporting year, that is, for 2009, 2010 and 2011. Newly established companies provide such data for each completed financial year.

If the value of the company's net assets turns out to be less than its authorized capital, the annual report must not only present the results of an analysis of the reasons and factors that led to such a decrease, but also list measures to bring the value of the company's net assets in line with the size of its authorized capital. In such a situation, according to paragraph 4 of Art. 30 of the Law on LLCs, the company is obliged no later than July 1 to either reduce its authorized capital or liquidate.

If a decision is made to reduce the authorized capital, within three working days after this it is necessary to inform the registrar - the Federal Tax Service of Russia (Clause 3 of Article 20 of the LLC Law) about such a decision. In addition, it must be published twice with a frequency of once a month in the journal “Vestnik” state registration» notification of a reduction in the authorized capital of the company. The notice states:

1) full and abbreviated name of the company, information about the location of the company;

2) the size of the authorized capital of the company and the amount by which it is reduced;

3) the method, procedure and conditions for reducing the authorized capital of the company;

4) the procedure and conditions for the company’s creditors to submit a claim provided for in paragraph 5 of Art. 20 of the LLC Law. Be sure to reflect the address of the location of the permanent executive body of the company, additional addresses at which such demands can be made, as well as methods of communication with the company - telephone numbers, faxes, addresses Email and other information (clause 4 of the LLC Law).

The decision to liquidate will have to be made by those LLCs whose net assets turned out to be less than the authorized capital equal to the minimum allowed - today it is 10,000 rubles, and which will not be able to increase the value of their net assets during the second quarter.

Let us recall that the calculation of the net asset value involves asset indicators (the cost of non-current and current assets) and liabilities of the balance sheet (long-term liabilities - loans, credits, etc., short-term liabilities for loans and credits - accounts payable, debt to participants for the payment of income, reserves for future expenses, other short-term liabilities. Such rules are established by order of the Ministry of Finance of Russia No. 10n, FCSM Russia No. 03-6/pz dated January 29, 2003 “On approval of the Procedure for assessing the value of net assets joint stock companies» (applies to the valuation of LLC net assets).

1 Changes to Art. 30 introduced by Federal Law No. 228-FZ of July 18, 2011 “On Amendments to Certain Legislative Acts Russian Federation in terms of revising the methods of protecting the rights of creditors when reducing the authorized capital, changing the requirements for business companies in case of discrepancy between the authorized capital and the value of net assets.”

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ANNUAL REPORT

LIMITED LIABILITY COMPANIES

"DOK-15"

FOR 2016

Location: Russian Federation,

The Company plans to carry out its main activities on Russian market production kitchen furniture, and its income will be denominated in Russian currency. The Company has no obligations expressed in foreign currency. The Company does not export products.

Partially imports components for the manufacture of products. Thus, the financial condition of the Company, its liquidity, sources of financing, and the results of the Company’s activities are not directly subject to changes in the exchange rate, since all the Company’s obligations are expressed in the currency of the Russian Federation (rubles). At the same time, with regard to significant fluctuations in the exchange rate (more than 30%), it can be noted that they will affect, first of all, the Russian economy as a whole, and therefore can indirectly affect the activities of the Company itself. In particular, a significant depreciation of the ruble could lead to a decrease in real value assets of the Company denominated in rubles, such as bank deposits and accounts receivable.

Negative changes in monetary policy in the country, increased interest rates, as well as a significant increase in inflation rates may lead to an increase in the Company’s costs, including for servicing attracted funds and, therefore, have a negative impact on financial results activities of the Company.

4.9.4. Legal risks

Legal risks associated with the Company’s activities:
In the foreseeable future, risks associated with changes in currency, tax, customs, antimonopoly and licensing regulations, which may lead to deterioration financial condition The societies are insignificant. The Company conducts its activities in strict accordance with the legislation, monitors and promptly responds to changes in it.
Currently, the Company is not involved in litigation that could negatively affect the results of its activities. Change judicial practice on issues related to the activities of the Company, cannot significantly affect the results of its activities.

4.9.5. Risk of loss of business reputation (reputational risk)

The risk of losses for the Company as a result of a decrease in the number of clients (counterparties) due to the formation of a negative impression of financial stability, financial situation of the Company, the quality of its products (works, services) or the nature of its activities in general: the Company makes significant efforts to create a positive image among clients and the public by increasing information transparency. Loss risk management business reputation is a component of the risk management system and is carried out with the direct participation of the Company’s management. The risk of the Company incurring losses as a result of a decrease in the number of clients (counterparties) due to the formation of a negative image of the financial stability, financial position of the Company, and the quality of its products (works, services) is minimal.

4.9.6. Strategic risk

The risk of the Company incurring losses as a result of errors (shortcomings) made when making decisions that determine the strategy of the Company’s activities and development ( strategic management) and expressed in failure to take into account or insufficient consideration of possible dangers that may threaten the activities of the Company, incorrect or insufficiently substantiated definition promising directions activities in which the Company can achieve an advantage over competitors, absence or incomplete provision necessary resources(financial, logistical, human) and organizational measures ( management decisions), which should ensure the achievement of the strategic goals of the Company:
This risk is minimized through careful development of management decisions based on preliminary analysis current situation in the industry and prospects for its development, actions of contractors and competitors of the Company, customer needs, human resources, financial and technical support planned changes.

4.9.7. Risks associated with the Company's activities

Risks inherent exclusively to the Company or associated with the main financial and economic activities carried out by the Company:
The following main risks can be identified, taking into account the specifics of the furniture industry:
- damage to finished products during storage due to large quantities oversized packages.
- losses during transportation, due to unpackaged shipments and, as a result, breakage and mechanical damage to the cargo during transportation.
At the same time, the Company implements a balanced risk management policy; therefore, in its opinion, such risks are minimal.

4.10. Sales markets for the Company's products (works, services) in the reporting year

The main markets in which the Company operates:
Moscow and Moscow region

4.11. Suppliers of the company, which account for 10 percent or more of all supplies of inventory items,

Complete brand name: Limited Liability Company "BSH Household Appliances"

Location: 198515, St. Petersburg, lit. A

OGRN: 1057810139452

Share in total volume deliveries, %: 13.63

Full corporate name: Limited Liability Company "Dailytrade"

Location: 141090, Moscow region, Korolev, microdistrict. Yubileiny, st. Leninskaya, 12, room 08

OGRN: 1125018007344

Share in total supplies, %: 17.71

Full corporate name: Limited liability company "Profit Garant" real estate investment fund "Nori Estate"

Location: 107076, room 13

OGRN: 1057747611272

Share in total supplies, %: 11.04

4.12. Information on price changes of more than 10% for basic materials and goods (raw materials) during the corresponding reporting period compared to the corresponding reporting period of the previous year

There were no price changes of more than 10% for basic materials and goods (raw materials) during the corresponding reporting period.

4.13. Information about the Company's licenses(license number, date of issue and validity period, issuing authority).

The body (organization) that issued the corresponding permit (license) or admission to certain species works: Ministry of the Russian Federation for Civil Defense, emergency situations and disaster relief

Number of the permit (license) or document confirming receipt of admission to certain types of work: 50-B/01310

Type of activity (work) for which the Company has received the appropriate permit (license) or admission: Installation, Maintenance and repair of fire extinguishing systems and their elements, including dispatching and commissioning

Date of issue of permission (license) or admission to certain types of work: 02/28/2017

Validity period of the permit (license) or admission to certain types of work: Indefinite

The interest rate on Bond coupons is set at 17.00% (Seventeen percent) per annum, which is 42.38 rubles (Forty-two rubles 38 kopecks) per Bond.

Reporting (coupon) period (year, quarter or start and end dates of the coupon period) for which income on issue notes was paid during 2016 securities Liabilities: were not paid during the reporting period.

7. List of major transactions completed by the Company in 2016.

7.1. Transaction date: 11/16/2016

Type and subject of transaction:
Placement of bonds. Documentary non-convertible interest-bearing bonds payable to bearer with mandatory centralized storage, series 01, with a maturity date of the 3640th (Three thousand six hundred and fortieth) day from the date of commencement of placement of bonds of the issue, placement method - open subscription, with the possibility of early repayment at the discretion of the Company, ISIN RU000A0JWYW3

Deadline for fulfillment of obligations under the transaction: with a maturity date of the 3640th (Three thousand six hundred and fortieth) day from the date of commencement of placement of bonds of the issue

Parties and beneficiaries to the transaction: DOK-15 LLC

Transaction size in monetary terms: RUR 1,816,000,000 x 1

Transaction size as a percentage of the value of the Company's assets: 76

The value of the Company's assets as of the end of the reporting period (quarter, year) preceding the transaction (date of conclusion of the agreement) and in respect of which financial statements were prepared in accordance with the legislation of the Russian Federation: RUR 2,380,667,000 x 1

The deal is a big deal

Transaction approval information

The management body of the Company that made the decision to approve the transaction: General Meeting of Participants

Date of decision to approve the transaction: 08/04/2015

Date of drawing up the minutes of the meeting (session) of the authorized management body of the Company, at which the decision to approve the transaction was made: 08/04/2015

Number of the minutes of the meeting (session) of the authorized management body of the Company at which the decision to approve the transaction was made: w/n

8. List of transactions carried out by the Company in 2016, in which there was an interest

In 2016, the Company did not enter into any transactions recognized in accordance with the Federal Law “On Limited Liability Companies” as interested party transactions.

9. Composition of the Board of Directors of the Company

The Company's Charter does not provide for the formation of the Company's Board of Directors.

10. Information about the person holding the position of the sole executive body of the Company.

Year of birth: 1975

Position: General Director

Education:
Higher education

All positions held by this person in the Company and other organizations over the past 5 years and currently in chronological order, including part-time positions

Shares in authorized capital Has no company/ordinary shares

Participatory shares of a person in the authorized (share) capital (share fund) of subsidiaries and dependent companies of the Company

The person does not have the specified shares

Information about the nature of any family ties with other persons who are members of the Company’s management bodies and/or control bodies over the financial and economic activities of the Company:
There are no stated relationships

Information about such person holding positions in management bodies commercial organizations during the period when bankruptcy proceedings were initiated against these organizations and/or one of the bankruptcy procedures provided for by the legislation of the Russian Federation on insolvency (bankruptcy) was introduced:

Face specified positions didn't take

11. Criteria for determining and amount of remuneration for a person holding the position of sole executive body of the Company

The criterion for determining the amount of remuneration of the sole executive body is the result of the financial and economic activities of the Company.

Remuneration in the form wages installed to CEO according to the employment contract and staffing schedule.

12. Information on the existence of a code of corporate conduct (governance) of the Company or another similar document

The Company does not have a Code of Corporate Conduct (Governance) or a similar document.

CEO ____________ //

Chief Accountant ____________ //

The competence of LLC participants (non-public) includes approval of the company’s annual report.

1. Is every LLC required to prepare an annual report and submit it to the members for approval? If an LLC is not included in the list of persons for whom disclosure of information is mandatory, is it necessary, in addition to drawing up an annual report, to post it somewhere? If so, where should such placement be?

2. Does such an annual report have to be subject to an audit?

3. Is it necessary to include the issue of approval of the annual report on the agenda of the General Meeting?

Answer