The courts have recognized[1] the fact of election of a member of the Board of Directors by minutes of the general meeting of shareholders even in the absence of remuneration payments as a civil law contract, the date of conclusion and termination of which (personnel events) must be reported immediately (no later than the business day following the personnel event) in the form EFS-1[2] in accordance with the Law[3] on Personified Accounting. It is not enough to submit and indicate this only in the EFS-1 reporting for half a year, and you may be fined for this.
The courts have the following arguments in this case:
The Ministry of Labor[4] shares the same position that EFS-1 reporting for members of the board of directors must be submitted.
In its turn, the Federal Tax Service[5] points out that insurance contribution calculations and personalized information must be submitted for members of the board of directors even if there are no payments and irrespective of whether they are provided for in the contract with them or not, since potentially such payments to members of the board of directors may take place.
[1] Resolution of the Seventeenth Arbitrage Court of Appeals of 30.05.2024 N 17AP-2298/2024-AKu in the case N A50-27839/2023.
[2] "Information for individual (personified) accounting and information on accrued insurance contributions for compulsory social insurance against accidents at work and occupational diseases (EFS-1)".
[3] Federal Law of 01.04.1996 N 27-FZ (ed. from 25.12.2023) "On individual (personified) accounting in the systems of compulsory pension insurance and compulsory social insurance".
[4] Letter of the Ministry of Labor of Russia from 04.04.2023 N 14-1/10/V-4784 "On sending answers to questions on the submission of monthly reporting to the Social Fund of Russia from January 1, 2023 in the form EFS-1".
[5] Letter of the Federal Tax Service of Russia dated 13.06.2023 N ZG-3-11/7733.
The courts have the following arguments in this case:
- members of the board of directors agree to do certain work for the company (management and control), i.e., in essence it is a civil law contract;
- filing a report does not depend on the payment of remuneration;
- when electing the board of directors, the insured cannot yet know for sure that no payments will be made.
The Ministry of Labor[4] shares the same position that EFS-1 reporting for members of the board of directors must be submitted.
In its turn, the Federal Tax Service[5] points out that insurance contribution calculations and personalized information must be submitted for members of the board of directors even if there are no payments and irrespective of whether they are provided for in the contract with them or not, since potentially such payments to members of the board of directors may take place.
[1] Resolution of the Seventeenth Arbitrage Court of Appeals of 30.05.2024 N 17AP-2298/2024-AKu in the case N A50-27839/2023.
[2] "Information for individual (personified) accounting and information on accrued insurance contributions for compulsory social insurance against accidents at work and occupational diseases (EFS-1)".
[3] Federal Law of 01.04.1996 N 27-FZ (ed. from 25.12.2023) "On individual (personified) accounting in the systems of compulsory pension insurance and compulsory social insurance".
[4] Letter of the Ministry of Labor of Russia from 04.04.2023 N 14-1/10/V-4784 "On sending answers to questions on the submission of monthly reporting to the Social Fund of Russia from January 1, 2023 in the form EFS-1".
[5] Letter of the Federal Tax Service of Russia dated 13.06.2023 N ZG-3-11/7733.