Economically significant organizations will not publish information subject to disclosure

Companies that have received the status of “economically significant organizations (ESO),” as well as persons associated with them, will not publish information that is subject to disclosure in accordance with the requirements of current legislation, it follows from the presidential decree published by the Kremlin. The measure should limit access to “sensitive” information in the context of strengthening sanctions and is aimed largely at protecting the beneficiaries and counterparties of the EZO – however, even after the signing of the decree, the latter cannot be considered complete, experts believe.

Economically significant organizations (ESO) and certain related persons (who have the right to take direct ownership of ESO shares or to which such rights have been transferred) will not publish information required to be disclosed or provided under the laws on joint-stock companies, on accounting, on the contract system, foreign investments, etc. – presidential decree on this (No. 27 from January 27) was published on the portal for the official publication of legal acts. Instead, companies must provide notice to federal authorities and provide such information upon requests. It will be prohibited to post it in government information systems and other sources.

Now, let us remind you, for the status of EZO (it was approved Federal Law-470 dated August 3, 2023) large companies that meet one of the criteria can apply (revenue over 75 billion rubles, total asset value over 150 billion rubles, etc.). In addition, the criteria of the list (it is formed by the government) are supplemented by other conditions (in particular, professional participants in the securities market, structures whose services are used by more than 2 million people, and companies with the right to use Russian subsoil can apply for the status). The regulation is “anti-sanction” in nature – the law was adopted in order to give the beneficiaries of Russian companies the right through the court to receive their shares and interests in direct ownership, bypassing foreign structures from foreign jurisdictions. The RSPP previously estimated the number of potential recipients of EZO status at 30. Today, the association told Kommersant that “the business proposed limiting the availability of sensitive information in the current difficult conditions and is grateful for taking into account the concerns expressed by companies.”

Managing partner of the legal company Enterprise Legal Solutions, Yuri Fedyukin, expects that the decision will lead to an increase in the number of persons who may not disclose information, since such a right is granted not only to the EZOs themselves, but also to persons who have been given the right to take ownership of a share in the EZO capital – that is, those who are obliged or can become their shareholders.

The government has broad opportunities to include in the list of companies in respect of which (or their beneficiaries and counterparties) there are sanctions risks – by and large, this is a measure aimed not so much at protecting the ESOs themselves, but at those individuals, individuals and legal entities, who they are connected, he adds. Nevertheless, it is obvious that for public companies, failure to comply with information disclosure requirements, even if they have the appropriate right, is a rather difficult step, but in the case of participation in the capital of foreign organizations, there is a nuance associated with the fact that outside Russia this is an exceptional information disclosure procedure does not work. If there are mechanisms for the exchange of tax data and within the framework of the implementation of AML/CFT standards, identifying the ultimate beneficiaries of such foreign structures is not an impossible task – especially if this task is assigned to executive authorities, for which this is the main function (primarily OFAC) , adds Yuri Fedyukin.

Yuri Cherkasov from Sapozhnikov and Partners associates the release of the decree with the strengthening of sanctions, in particular, within the framework of the 12th EU package approved in mid-December – it includes tightening controls over imports from the Russian Federation, as well as the extension of sanctions to several companies from third countries, including from Uzbekistan and Singapore, which the EU suspects of connections with the Russian military-industrial complex. The decree can also reduce “information pressure” when Russian assets of foreign companies (Unipro, Fortum, Danone Russia) are transferred under the temporary management of the Federal Property Management Agency, the expert adds. The company also notes that state control over these companies and individuals is not decreasing, but is simply being transformed.

Tatiana Edovina, Diana Galieva