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Dear clients and cooperation partners,
The deadline for filing annual reports with the State Revenue Service (SRS) is approaching.
Under the Law on Annual Reports, 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 the company’s reporting year is the same as the calendar year, the deadline is 30 April. An exception is made for larger companies that comply with the criteria set by the Law on Annual Reports. These companies may file their annual report no later than seven months after the end of the reporting year.
In addition to the annual report and the auditor’s statement on the annual report (for those companies that satisfy the criteria set forth in the Law on Annual Reports, as well as companies whose articles of association or shareholders’ meeting requires the annual report to be reviewed by an auditor), the Commercial Law states that before approval of the annual report a board proposal must be prepared on distribution of profit (in case of losses – on improvement of financial status) and, if the company has a council, a report from the council on the annual report. Further, under the Law on Groups, dependent companies must prepare a statement of dependence, unless a group agreement has been concluded.
The annual meeting of shareholders for approval of the annual report must be held no later than by the deadline mentioned above, and the notice convening the meeting must be sent to shareholders of 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 need not append these last 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 a company.
The annual report must be filed only with the SRS, along with explanations on approval of the annual report by the shareholder’s meeting or shareholders’ meeting minutes (or an extract) approving the annual report.
If you have questions or require legal advice, please contact the SORAINEN Corporate Practice specialists or your legal adviser. |
