Do not forget to publish the financial statements

In addition to preparing the annual financial statements, entities have another legal obligation, which is the publication of documents in the collection of the public commerce register. You will learn in this article what the deadline is for publishing the financial statements, what needs to be published and what possible sanctions the entity is exposed to in case of non-publication.

Who is required to publish accounting information?

The methods of publishing accounting data are regulated by Section 21a) of the Accounting Act. Entities that are registered in the public register or those required by a special regulation are obliged to publish financial statements or an annual report. The obligation also applies to associations, foundations, institutes, associations of unit owners and public benefit societies.

The public register is kept by the register court in electronic form. Entities are divided according to the size of their assets, turnover and average number of employees into four categories: micro, small, medium, and large entities, and accordingly the breadth of the content of processed and published documents.

How is it published?

Entities that are registered in the public register shall publish the relevant documents by depositing them in a collection of documents of the public register. The documents are sent to the relevant register court in electronic form in PDF format.
Each individual document is submitted as one PDF document. These must not be encrypted and must be allowed to be printed in full. The key is the size of the files, which must not exceed 150 kB per 1 page of the document. The data message or PDF list must not be damaged.

What are the possible ways to send pdf document (s) with financial statements?

• a data box to the address of the relevant register court, see below
• to the electronic address of the court (by e-mail with electronic signature)
• through online submission to the collection of documents available via or.justice.cz
• ePodatelna web application available from the justice.cz website, see below

What is published?

Entities are required to disclose by depositing in the Collection of Documents:

• statutory financial statements (regular balance sheet, profit and loss statement, notes to the financial statements, statement of cash flows and changes in equity prepared by all companies except small and micro entities, or extraordinary and consolidated financial statements) or statement of assets and liabilities (in the case of simple accounting);
• a report on relations between related parties;
• decisions of the General Meeting approving the financial statements, including the distribution of profit or the method of compensation of loss (if they are not part of the financial statements);
• the annual report in the case of entities that are required to have their financial statements audited.

The financial statements are prepared and filed in the Czech language, or together with a translation of the document in a foreign language. The financial statements must be disclosed to the extent that they have been prepared. Entities that are required to have their financial statements audited by the auditor shall disclose them to the extent that they are audited, including the independent auditor's opinion.

An exception applies to micro and small entities without a statutory audit. Although they compile a profit and loss statement, they do not have to publish it, unless this obligation is provided for by a special legal regulation. They therefore publish only the balance sheet in short form and the notes to the financial statements in short form. The financial statements of the audited entities may be filed as part of the annual report.

When is it published?

a) Entities that are required to have audited financial statements shall disclose both the financial statements and the annual report:

• after their verification by the auditor, and
• after approval by the competent authority, and
• within 30 days of meeting both of the above conditions
• however, no later than twelve months after the balance sheet date of the published financial statements, regardless of whether these accounting records have been approved in this manner.

These entities are also required to publish the auditor's report and information that the published accounting records may not have been approved. It must also not disclose information that has not previously been verified by an auditor in such a way as to mislead the user that it has been verified by an auditor.

b) Entities that are not required to have their audited financial statements shall disclose the financial statements and the annual report no later than twelve months after the balance sheet date of the published financial statements. Due to the ambiguity of the amendment to the Accounting Act, some lawyers believe that the obligation to publish financial statements or annual reports within 30 days of their approval by the competent authority also applies to entities that are not required to have audited financial statements. In general, these documents must be deposited without undue delay.

What are the sanctions for breach of duty?
Sanctions for breach of the obligation to publish accounting data are stipulated by both the Accounting Act and the Register Act.

The Accounting Act considers a breach of the obligation to properly file financial statements in the Collection of Documents as a misdemeanour. According to § 37a, the sanction is a fine of up to 3% of the total value of assets. These offenses are discussed in the first instance by the tax office. The tax authorities have not yet imposed fines on a large scale. If they deal with it, they usually draw attention to the non-publication of the financial statements and give a deadline for resolving them.

Pursuant to Section 72 (2) of the Register Act, if the relevant document is not deposited in the Collection of Documents, the register court shall invite the registered person to submit the document without undue delay. If he does not heed the call, a fine of up to CZK 100 thousand can be imposed. However, if the registered person does not fulfil his obligation to submit the required documents repeatedly or if such non-compliance has serious consequences for third parties and there is a legal interest, the registration court may initiate proceedings to dissolve the registered person with liquidation pursuant to § 105 of the Register Act . In this case, however, the court of registry shall notify the registered person of this fact and give him a reasonable time to rectify the deficiencies.

Reluctance to publish and inability to punish?

Despite these relatively high fines, it turns out that companies do not fulfil these statutory obligations often. Most of them are smaller companies with sales of up to 10 million crowns. One reason may be the closer connection of smaller companies with the owner, who may not want his property to be publicly built. Another reason is the fact that the risk of sanction by the state is small and sanctions are usually preceded by an invitation from the register court to publish.

Business organizations also claim that too much business information is already being published in the Czech Republic, and other measures forcing more to be published could ultimately harm companies. According to many, the state also lacks tools and a commitment to support and enforce the publication of mandatory documents.

The consequences of non-disclosure may also be of a criminal law nature. For example, a person who endangers or restricts another's rights by failing to deposit a document in the collection of documents without undue delay commits the criminal offense of distorting data on the state of management and property. This can result in imprisonment for up to two years or a ban on activity.

Sanctions for non-disclosure of financial statements are primarily financial, but non-disclosure can also lead to other consequences, in some cases to the liquidation of a company in liquidation, in the extreme case to imprisonment for executives. A member of the statutory body of a legal entity that does not fulfill its obligations pursuant to Section 105 of the Register Act violates the care of a proper manager.

It follows from the above that it is necessary to consider whether the decision not to publish the financial statements or the mere omission of possible obstructions is worthwhile, the consequences can be unpleasant. If you need advice on how to deal with financial statements or their publication, do not hesitate to contact me.