Regulatory Reporting: Who Reports and When
Ongoing, periodic regulatory reporting for public companies is governed by the Georgian law on the securities market. This regime differs from one-off filings on suspicious transactions: here the subject is annual and semi-annual reports submitted to the National Bank and published on a fixed calendar. The three obligations of reporting — preparation, submission to the National Bank and publication — are established by the law as a single row, and each of them is imposed on the issuer separately.
An issuer of public securities must prepare, submit to the National Bank of Georgia and publish an annual report; an issuer of public debt or public equity securities must also prepare a semi-annual report.
The Annual Report: Content and Deadline
The annual report is drawn up for every financial year and must contain financial statements confirmed by an auditor, a management report, and a declaration by the issuer’s responsible persons that the reports are complete, correct and fair. It is prepared and audited in the manner established for a public-interest entity by the accounting law.
Preparing the annual report is necessary from the very first financial year in which the issuer became public. It is submitted and published after the end of each financial year, but no later than 15 May; where the financial year differs, the National Bank may set a different deadline, but no later than 4 months after the end of the financial year.
The annual report within this term is also submitted and published by an issuer that became an issuer of public securities during the financial year — the calendar remains unchanged in that case as well.
The Semi-Annual Report and Accessibility
The semi-annual report covers the first 6 months of the financial year, as of 30 June, and contains semi-annual financial statements, an interim management report and the responsible persons’ declaration. It is submitted and published by 30 August of the current year; with a different financial year — no later than 2 months after the end of the period.
An issuer that became an issuer of public securities during the first 6 months of the financial year is likewise obliged to submit and publish its semi-annual report within this term.
The reports must remain publicly accessible for at least 10 years. The National Bank may at any time request additional information about the issuer or the report — to verify openness, clarify an entry or obtain new information — and may require the report’s correction. Information may be incorporated by reference to another document with a clearly identified source; the report is signed by the persons authorized to represent and by the supervisory-board chair, who are responsible for the accuracy of material information.
Management Remuneration, Equal Treatment and the Issuance Report
The periodic regime has three additional layers. First: a shareholder of an accountable enterprise has the right to receive information on the salaries and other income received from the enterprise by directors, board members and supervisory-board members, but is prohibited from disclosing it to third parties; where the information is already in the annual or semi-annual report, separate provision is not required.
Second: the issuer must ensure equal treatment of all holders of securities in equal conditions and must immediately make public any change in the terms of the securities or the rights attached to them. Third: within 1 month of the completion of a public offering, the issuer submits to the National Bank a report on the issuance and placement with the exact number and price of the securities offered and sold; the bank reviews the report within 14 calendar days of receipt.
Several details characterize the issuance report: it contains the exact number and price of the securities offered and sold; where the securities to be issued by the emission are not fully placed, the report concerns the securities actually placed; in its review the National Bank may also request clarification of the submitted information or changes to it; and for a commercial bank in a resolution regime the National Bank may release the issuer from this obligation or postpone it temporarily.
Frequently Asked Questions
Below are the most frequent questions about regulatory reporting.
When is the annual report submitted?
After the end of each financial year, no later than 15 May; with a different financial year — no later than 4 months after its end.
What does the annual report contain?
Auditor-confirmed financial statements, a management report and the responsible persons’ declaration of completeness, correctness and fairness.
Who answers for the report’s accuracy?
The signing persons authorized to represent and the supervisory-board chair — for the accuracy and completeness of material information.
How long does the report stay public?
For at least 10 years.
May the report refer to another document?
Yes, with a clearly identified source, unless the National Bank’s rules provide otherwise; hard-to-access information must be submitted directly.
How We Help on Legal.ge
The lawyers of Legal.ge help you run the reporting cycle: we check the report’s compliance with the law’s requirements, plan the deadlines and content blocks, and assist in responding to the National Bank’s additional requests. Contact us — a late report harms not only the regulator’s reaction but the market’s trust.