428 p of 11 August. Position of the Central Bank of the Russian Federation
Registered
Ministry of Justice
Russian Federation
About emission standards valuable papers, okay state registration issue (additional issue) of emissive securities, state registration of reports on the results of the issue (additional issue) of emissive securities and registration of securities prospectuses
1.9. The documents provided for by this Regulation may be submitted to the registration authority in electronic form (in the form of electronic documents), signed (signed) with an electronic signature in accordance with the requirements of the Federal Law of April 6, 2011 No. 63-FZ "On electronic signature"(Collected Legislation of the Russian Federation, 2011, No. 15, Art. 2036; No. 27, Art. 3880; 2012, No. 29, Art. 3988; 2013, No. 14, Art. 1668; No. 27, Art. 3463, Art. 3477; 2014, No. 26, art. 3390) These documents in electronic form ( electronic documents) are recognized as equivalent to documents signed with a handwritten signature and submitted on paper.
1.10. The terms established by these Regulations are calculated from the day following the day when the relevant documents are received by the registering body, and if the indicated terms are established by these Regulations for the issuance (sending) of notifications based on the results of consideration of documents received by the registering body - from the day following the day the registering body accepts body of the relevant decision based on the results of consideration of such documents. If the last day of the period established by these Regulations falls on a non-working day, the expiration day of the specified period is the next business day following it.
1.11. In the event that, in accordance with this Regulation, it is required to submit a document confirming the fact of payment of the state fee levied in accordance with the legislation of the Russian Federation on taxes and fees for the commission of a legally significant action by the registering authority, and the registering authority does not have reliable information about the payment by the applicant (issuer) the specified state fee in accordance with the established procedure, the documents submitted by the applicant (issuer) are left without consideration. In this case, the registering authority is obliged, within seven working days from the date of receipt of the documents submitted by the applicant (issuer), to send him a notification indicating the need to submit a document confirming the fact of payment of the state fee, and within the time limits established by this Regulation for consideration of the documents submitted by the applicant (issuer) documents, is suspended until the date of receipt by the registering authority of reliable information about the payment of the state fee in the prescribed manner.
1.12. The use of a seal on documents submitted in accordance with this Regulation to the registration authority on paper is mandatory in cases provided for by federal laws, as well as if information about the presence of a seal is contained in the charter (constituent document) of the relevant legal entity.
1.13. If, in accordance with these Regulations, a copy of the protocol (extract from the protocol) is required general meeting participants of the economic company, and the specified document does not contain information on compliance with the first part established by paragraph 3 of Article 67.1 Civil Code of the Russian Federation (Sobraniye zakonodatelstva Rossiyskoy Federatsii, 1994, No. 32, art. 3301) of the procedure for confirming the decision (decisions) adopted (adopted) by the general meeting of participants in the economic company, and the composition of the persons present at its (their) adoption, together with such a document a certificate containing information on compliance with the specified procedure (another document containing information on compliance with the specified procedure) must be submitted. At the same time, information on compliance with the specified procedure should include the name of the registrar who performed the functions counting commission, or the last name, first name, patronymic (if any) and the title of the position of the notary who certified the decision (s) made, and if the decisions taken by the general meeting of participants in a limited liability company are confirmed in another way - an indication of such a method.
1.14. If in accordance with these Regulations it is required to submit a document (including a copy of the minutes (extract from the minutes) of the general meeting of bondholders) confirming the receipt of the consent of the bondholders in the prescribed manner, and the specified consent of the bondholders cannot be obtained due to the fact that no bondholder has the right to vote on the relevant issue, a statement containing the relevant explanations must be submitted instead of the specified document.
2.1. The procedure for making a decision on the placement of securities, as well as its content, must comply with the requirements of federal laws and these Regulations.
2.2. If the statute joint-stock company the procedure and conditions for the placement of announced shares of a certain category (type) are determined, then the procedure and conditions for the placement of additional shares of this category (type), determined by the decision on their placement, must comply with said provisions the charter of such joint-stock company.
2.3. In the cases established by these Regulations, the decision on the placement of securities shall not be made.
3.1. The decision on the issue (additional issue) of securities, unless otherwise provided by these Regulations, is approved on the basis of and in accordance with the decision on their placement.
3.2. The decision on the issue (additional issue) of securities of a business company is approved by the board of directors (supervisory board) or the management body exercising the functions of the board of directors (supervisory board) of this business company in accordance with federal laws.
The decision on the issue (additional issue) of securities of a legal entity of a different organizational and legal form is approved by the supreme management body of this legal entity, unless otherwise established by federal laws.
3.3. The decision on the issue (additional issue) of securities must be approved no later than six months from the date of the decision to place them.
3.4. The requirement provided for in paragraph 3.3 of this Regulation does not apply:
in case of approval of the decision on the issue of securities placed upon the establishment of a joint-stock company and subject to placement upon reorganization in the form of a merger, division, separation and transformation, including in the form of a division or separation, carried out simultaneously with the merger or accession;
in cases when the decision on the issue (additional issue) of securities is re-approved by the authorized management body of the issuer in connection with making the necessary changes to it after the submission of documents for state registration of the issue (additional issue) of securities and prior to such state registration.
3.5. One copy of the decision on the issue (additional issue) of registered securities is kept by the registrar that maintains the register of owners of such securities, one copy of the decision on the issue (additional issue) of bearer bonds with obligatory centralized storage - at the depository that carries out obligatory centralized storage of such bonds . In case of discrepancies in the text of the copies of the decision on the issue (additional issue) of securities, the copy stored in the body that carried out the state registration of the issue (additional issue) of securities shall prevail, and if the state registration of the issue (additional issue) of securities was not carried out - in body (organization), which (which) in accordance with the Federal Law "On the Securities Market" or other federal laws assigned (assigned) an identification number to the issue (additional issue) of securities.
3.6. The decision on the issue (additional issue) of securities is signed by the person holding the position (performing the functions) of the sole proprietor. executive body issuer, indicating the date of signing and sealed with the seal of the issuer.
If the powers of the sole executive body of the issuer are transferred under an agreement commercial organization (managing organization), the decision on the issue (additional issue) of securities is signed by the person holding the position (performing the functions) of the sole executive body of such a managing organization, indicating the details (number and date of conclusion) of the agreement under which the authority of the sole executive body of the issuer was transferred to it, or by a representative of such managing organization acting on the basis of a power of attorney, with an additional indication of the details (number and date of issue) of such a power of attorney.
3.7. In the cases provided for by this Regulation, the decision on the issue (additional issue) of securities must contain the procedure for disclosing the relevant information.
In cases where, in accordance with these Regulations, the decision on the issue (additional issue) of securities contains an information disclosure procedure, such procedure must comply with the requirements of the legislation of the Russian Federation on securities.
3.8. The decision on the issue (additional issue) of securities must provide that the securities are intended for qualified investors in cases where:
securities are bonds without collateral, the issuer of which meets the signs of bankruptcy, insolvency and (or) insufficiency of property, provided for by the legislation of the Russian Federation on insolvency (bankruptcy);
securities are bonds of a business entity, the value net assets which, at the end of the second completed reporting year or each subsequent completed reporting year preceding the date of submission of documents for state registration of an issue (additional issue) of bonds, is less than the amount of the authorized capital of such a business entity;
securities are bonds, the placement decision of which provides that they are intended for qualified investors;
securities are Russian depositary receipts certifying the ownership of shares or bonds (represented securities) of a foreign issuer, in accordance with the personal law of which such shares or bonds (represented securities) cannot be offered to an unlimited number of persons;
in other cases established by federal laws.
3.9. The title page of the decision on the issue (additional issue) of securities intended for qualified investors must contain the words "Securities constituting this issue (additional issue) are securities intended for qualified investors and are limited in circulation in accordance with the legislation of the Russian Federations" printed in the largest of the fonts used to print the rest of the text, except for the title of the document.
The decision on the issue (additional issue) of securities intended for qualified investors must contain a provision stating that such securities may only be owned by qualified investors, with the exception of cases provided for by the Federal Law "On the Securities Market" and regulations registering authority.
4.1. If the state registration of an issue (additional issue) of securities is accompanied by the registration of a securities prospectus, the issuer has the right to apply to the registering body with an application for preliminary consideration of the documents necessary for the state registration of such an issue (additional issue) of securities.
4.2. For preliminary consideration of the documents required for state registration of an issue (additional issue) of securities, accompanied by the registration of a securities prospectus, the following shall be submitted to the registering authority:
an application for preliminary consideration of documents required for state registration of an issue (additional issue) of securities, drawn up in accordance with Appendix 1 to these Regulations;
a document confirming the fact of payment of the state fee levied in accordance with the legislation of the Russian Federation on taxes and fees for the preliminary consideration of documents required for state registration of an issue (additional issue) of securities (payment order, receipt prescribed form in the case of a cash payment with an attached document confirming the authority to make such a payment), containing a bank note on the fulfillment of the obligation to pay the specified state fee;
annexes 10 - 17 to this Regulation;
prospectus of securities. The requirements for the form of a securities prospectus and the composition of the information included in it are established in accordance with federal law"On the securities market"; other documents, the submission of which for the state registration of an issue (additional issue) of securities, accompanied by the registration of a securities prospectus, is provided for by these Regulations.
4.3. When submitting for preliminary consideration the documents required for state registration of an issue (additional issue) of securities, accompanied by registration of a prospectus of securities, the following may be submitted to the registering authority:
decision on the issue (additional issue) of securities and the prospectus of securities without their approval by the authorized management body of the issuer;
the issuer's questionnaire drawn up as of the date specified in the application for preliminary consideration of documents required for state registration of an issue (additional issue) of securities;
draft decisions adopted by the issuer's authorized management bodies (authorized persons) if the relevant decisions by the issuer's authorized management bodies (authorized persons) have not yet been adopted;
certificate of decisions of the President of the Russian Federation, the Government of the Russian Federation, federal bodies executive power, authorities of the constituent entities of the Russian Federation, local governments, other authorized bodies state power, the adoption of which is required for the state registration of an issue (additional issue) of securities, if the relevant decisions have not yet been made;
4.4. The issuer submits documents to the registering authority for their preliminary consideration in one copy, except for the decision on the issue (additional issue) of securities and the prospectus of securities, submitted in two copies.
The texts of the issuer's questionnaire, the decision on the issue (additional issue) of securities, the inventory of documents, the prospectus of securities are submitted to the registering authority for preliminary consideration of these documents also on electronic media and in a format that meets the requirements of the registering authority.
4.5. The registering body is obliged to review the submitted documents in advance and make a decision on their compliance or non-compliance with the requirements of the legislation of the Russian Federation within 30 days from the date of their receipt.
4.6. If a decision is made on the compliance of the documents submitted in accordance with these Regulations for their preliminary consideration with the requirements of the legislation of the Russian Federation, the registering authority is obliged, within three working days from the date of the relevant decision, to issue (send) to the issuer:
notification of the registering authority on the compliance of the documents required for state registration of an issue (additional issue) of securities with the requirements of the legislation of the Russian Federation;
one copy of the decision on the issue (additional issue) of securities with a note on its preliminary consideration;
one copy of the securities prospectus with a note on its preliminary consideration.
4.7. If a decision is made on non-compliance of the documents submitted in accordance with these Regulations for their preliminary consideration with the requirements of the legislation of the Russian Federation, the registering authority is obliged, within three working days from the date of the adoption of the relevant decision, to issue (send) to the issuer a notice from the registering authority about the non-compliance of the documents required for state registration of an issue (additional issue) of securities, the requirements of the legislation of the Russian Federation, containing a list of identified inconsistencies.
5.1. State registration of issues (additional issues) of securities is carried out by the registering body.
5.2. For state registration of an issue (additional issue) of securities, the following shall be submitted to the registering authority:
an application for state registration of an issue (additional issue) of securities, drawn up depending on the method of placement of securities in accordance with Annexes 2-4 to this Regulation, and in cases where, in accordance with this Regulation, state registration of a report on the results of an issue of securities is carried out simultaneously with the state registration of the issue of securities - drawn up in accordance with Appendix 5 to these Regulations;
the issuer's questionnaire compiled in accordance with Appendix 7 to these Regulations;
a copy of the document confirming the state registration of the issuer;
a decision on the issue (additional issue) of securities, which, depending on the method of their placement, must be drawn up in accordance with appendices 10 - 15 to these Regulations;
a copy (extract from) of the minutes of the meeting (session) of the authorized management body of the issuer (order, instruction or other document of the authorized person), which made the decision to place securities, indicating if this decision was made collegiate body management, quorum and voting results for its adoption;
a copy (extract from) of the minutes of the meeting (session) of the authorized management body of the issuer (order, order or other document of the authorized person), which approved the decision on the issue (additional issue) of securities, indicating, if the decision on the issue (additional issue) securities approved by the collegiate governing body, quorum and voting results for its approval;
a copy of the charter (constituent documents) of the issuer in the current edition with all the amendments and (or) additions made to them;
a document containing a calculation of the net asset value of a commercial organization that provides a guarantee for bonds, indicating the unit of measurement in which such calculation was made. The specified document must be drawn up according to the data of the accounting (financial) statements of the commercial organization that provides the bond guarantee for the last completed reporting period, consisting of three, six, nine or twelve months of the reporting year, preceding the date of submission of documents for state registration of an issue (additional issue) of bonds, and signed by a person holding the position (carrying out functions) of the sole executive body of a commercial organization providing a guarantee for bonds;
a document confirming the fact of payment of the state duty levied in accordance with the legislation of the Russian Federation on taxes and fees for the state registration of an issue (additional issue) of securities (payment order, receipt of the established form in the case of cash payment, accompanied by a document confirming the authority to make such payment) containing a note from the bank on the fulfillment of the obligation to pay the specified state duty (with the exception of state registration of issues (additional issues) of shares placed in order to increase the authorized capital by the amount of revaluation of fixed assets carried out by decision of the Government of the Russian Federation);
Appendix 9 to this Regulation;
5.3. For state registration of an issue (additional issue) of securities, accompanied by the registration of a securities prospectus, the following shall be additionally submitted to the registering authority:
prospectus of securities. Requirements for the form of a prospectus for securities and the composition of the information included in it are established in accordance with the Federal Law "On the Securities Market";
a copy (extract from) of the minutes of the meeting (session) of the authorized management body of the issuer (order, instruction or other document of the authorized person), by which the securities prospectus is approved, indicating, if the securities prospectus is approved by the collegial management body, the quorum and voting results for his approval;
paragraph four is invalid;
certificate of the issuer on the elimination of all inconsistencies with the requirements of the legislation of the Russian Federation, identified by the registration authority based on the results of a preliminary review of the documents submitted by the issuer, if, based on the results of the preliminary review of the documents necessary for state registration of an issue (additional issue) of securities, accompanied by registration of a securities prospectus , the registration authority decided that they did not comply with the requirements of the legislation of the Russian Federation. This certificate must be signed by the person holding the position (performing the functions) of the sole executive body of the issuer.
5.4. For state registration of an issue (additional issue) of bonds that is not accompanied by registration of a securities prospectus, a copy of the issuer's accounting (financial) statements for the last completed financial year and for the last completed reporting period, consisting of three, six or nine months of the reporting years preceding the date of submission of documents for state registration of an issue (additional issue) of bonds.
If the annual accounting (financial) statements of the issuer are subject to mandatory audit, together with the submitted copy of the annual accounting (financial) statements of the issuer, a copy of the audit report is submitted, which must comply with the requirements established by federal rules (standards) audit activity. At the same time, the accounting (financial) statements, in respect of which the auditor expresses an opinion on its reliability, must be attached to the audit report.
If, for any reason, the issuer is unable to submit annual accounting (financial) statements or accounting (financial) statements for the last completed reporting period, consisting of three, six or nine months of the reporting year, or does not submit such statements in full ( structure), additionally, a certificate containing the relevant explanations must be submitted, which must be signed by the chief accountant (the person exercising his functions) or other official issuer responsible for accounting.
5.5. For state registration of an issue (additional issue) of securities, with the exception of securities subject to placement during reorganization legal entities in the form of a merger, division, spin-off and transformation, including in the form of a split or spin-off carried out simultaneously with the merger, a certificate of the issuer that is a business entity on payment of its authorized capital, signed by the person holding the position (performing the functions ) the sole executive body of the issuer. This certificate must contain information about the amount of the issuer's authorized capital and its payment.
5.5.1. In the case of submission of documents for state registration of an issue (additional issue) of securities and registration of a prospectus of securities after their preliminary consideration, an application for state registration of an issue (additional issue) of securities must contain an indication of this circumstance.
5.6. The issuer submits to the registering body the documents required in accordance with these Regulations for the state registration of an issue (additional issue) of securities in one copy, except for the decision on the issue (additional issue) of securities and the prospectus of securities, submitted in triplicate.
The texts of the issuer's questionnaire, the decision on the issue (additional issue) of securities, the inventory of documents, the prospectus of securities (if the state registration of the issue (additional issue) of securities is accompanied by the registration of their prospectus) are submitted to the registering authority for state registration of the issue (additional issue) securities also on electronic media and in a format that meets the requirements of the registering authority.
5.7. Documents for state registration of an issue (additional issue) of securities must be submitted to the registering authority no later than three months from the date of approval of the decision on their issue (additional issue), and if the state registration of an issue (additional issue) of securities is accompanied by registration of a securities prospectus - no later than one month from the date of approval of the securities prospectus, unless otherwise provided by these Regulations.
5.8. The registering body is obliged to carry out the state registration of the issue (additional issue) of securities or make a reasoned decision to refuse its state registration within the following terms.
5.8.1. Within 30 days from the date of receipt by him of the documents submitted in accordance with these Regulations for state registration of an issue (additional issue) of securities and registration of a securities prospectus.
5.8.2. Within 20 days from the date of receipt by him of the documents submitted in accordance with these Regulations for state registration of an issue (additional issue) of securities, not accompanied by registration of a prospectus of securities.
5.8.3. Within 10 working days from the date of receipt of the documents submitted in accordance with these Regulations for state registration of an issue (additional issue) of securities and registration of a securities prospectus after their preliminary consideration, if:
the registration authority made a decision on the compliance of such documents with the requirements of the legislation of the Russian Federation;
the issuer eliminated all inconsistencies with the requirements of the legislation of the Russian Federation, identified by the registration authority based on the results of a preliminary review of the submitted documents;
documents for state registration of an issue (additional issue) of securities and registration of a prospectus of securities shall be submitted to the registering authority no later than three months from the date of their preliminary consideration.
5.9. If not all the documents provided for by this Regulation are submitted to the registering authority, if the composition of the information contained in these documents does not comply with the requirements of the Federal Law "On the Securities Market", these Regulations, regulatory acts of the registering authority, as well as in case of detection of other violations that do not require a general meeting of participants (shareholders) of the issuer to eliminate them (hereinafter referred to as remedial violations), or signs of violations, the registration authority checks the accuracy of the information contained in the prospectus of securities and other documents submitted for state registration of the issue (additional issue) of securities . In this case, the period specified in subparagraphs 5.8.1 and 5.8.2 of paragraph 5.8 of these Regulations is suspended for the duration of the inspection, but not more than 30 days.
The registering body requests the documents, the submission of which is required to verify the accuracy of the information contained in the prospectus of securities and other documents submitted for state registration of an issue (additional issue) of securities.
5.10. If rectifiable violations are discovered after the expiration of the period provided for verifying the accuracy of the information contained in the prospectus of securities and (or) other documents submitted for state registration of an issue (additional issue) of securities, the registering body shall take a decision to suspend the issue of securities. In the event of verification of the accuracy of the information contained in the prospectus of securities and other documents submitted for state registration of an issue (additional issue) of securities, or suspension of the issue of securities, the registering authority sends the issuer an appropriate notice indicating the violations committed (signs of violations), the period for their elimination (in case of detection of violations) and (or) the need for the issuer to submit corrected documents.
If correctable violations are discovered after the registering body makes a decision to suspend the issue of securities, the registering body sends the issuer a corresponding notice indicating the violations committed, the time period for their elimination, and the need for the issuer to submit corrected documents.
When the issuer submits amended documents, only those documents to which changes have been made shall be submitted to the registering body. The specified documents are submitted in the number of copies established by these Regulations, with a cover letter and an inventory of the submitted documents.
5.11. The registering body is responsible only for the completeness of the information contained in the documents submitted for state registration of an issue (additional issue) of securities, but not for their accuracy.
5.12. In the event that before the state registration of an issue (additional issue) of securities, circumstances arise that may significantly affect the decision to purchase securities, the issuer is obliged to submit to the registering body a decision on the issue (additional issue) of securities and (or) a prospectus of securities as amended to reflect these circumstances.
5.13. If a decision is made on the state registration of an issue (additional issue) of securities, the registering body is obliged, within three working days from the date of the relevant decision, to issue (send) to the issuer:
notification of the registering body of the state registration of an issue (additional issue) of securities;
two copies of the decision on the issue (additional issue) of securities with a mark on its registration and the state registration number of the issue (additional issue) of securities;
two copies of the securities prospectus with a mark on its registration and the state registration number of the issue (additional issue) of securities (in case of registration of the securities prospectus).
5.14. If a decision is made to refuse state registration of an issue (additional issue) of securities, the registering body shall, within three working days from the date of the relevant decision, issue (send) to the issuer a notice of refusal to state registration of the issue (additional issue) of securities containing the grounds failure.
5.15. The decision to refuse state registration of an issue (additional issue) of securities is made by the registering body on the following grounds:
violation by the issuer of the requirements of the legislation of the Russian Federation on securities, including the presence in the submitted documents of information that allows one to conclude that the conditions for the issue and circulation of securities are inconsistent with the legislation of the Russian Federation and the conditions for issuing securities are inconsistent with the legislation of the Russian Federation on securities;
discrepancy between the documents submitted for the state registration of an issue (additional issue) of securities or the registration of a prospectus of securities, and the composition of the information contained therein, with the requirements of the Federal Law "On the Securities Market", these Regulations, regulatory acts of the registering authority;
failure to submit within 30 days, at the request of the registering authority, all documents required for state registration of an issue (additional issue) of securities or registration of a securities prospectus;
non-compliance of the financial consultant on the securities market, who signed the securities prospectus, with the established requirements;
inclusion in the prospectus of securities or decision on the issue (additional issue) of securities (other documents that are the basis for state registration of the issue (additional issue) of securities) false information or information that does not correspond to reality (inaccurate information).
5.16. State registration of an issue (additional issue) of shares cannot be carried out:
until full payment of the authorized capital of the joint-stock company - issuer (except for the issue (issues) of shares placed during its establishment);
before the state registration of reports (submission of notifications to the registering body) on the results of all previously registered issues (additional issues) of shares (except for shares, the placement of which was completed before the entry into force of the Federal Law "On the Securities Market", and shares placed by converting into of securities convertible into such shares) and until the relevant changes are made to the charter of the joint-stock company - issuer;
prior to state registration in the charter of the joint-stock company - issuer of provisions on the nominal value and the number of declared shares of the relevant categories (types), as well as on the rights secured by them (in the case of placement of additional shares).
5.17. State registration of an issue (additional issue) of bonds cannot be carried out:
until full payment of the authorized capital of the issuer, which is a business entity;
if the amount of nominal values or the amount of liabilities on placed bonds of an issue (additional issue) exceeds the limit on the volume of bonds issued, established in the charter (constituent documents) of the bond issuer;
before state registration in the charter of the joint-stock company - issuer of provisions on the nominal value, quantity, as well as on the rights to declared shares of the relevant categories (types) into which bonds are converted (in the case of placement of bonds convertible into shares).
5.18. State registration of an issue (additional issue) of an issuer's options cannot be carried out:
until full payment of the authorized capital of the joint-stock company - issuer;
before state registration in the charter of the joint-stock company - issuer of provisions on the nominal value, quantity, as well as on the rights to declared shares of the relevant categories (types), the right to acquire which is provided by such options.
5.19. State registration of two or more issues (additional issues) of ordinary shares or two or more issues (additional issues) of preferred shares of the same type cannot be carried out simultaneously, except for cases of simultaneous state registration of two or more additional issues of ordinary shares or two or more additional issues preference shares of the same type, placed during the reorganization of joint-stock companies in the form of merger or in the form of division or separation, carried out simultaneously with the merger.
5.20. If state registration of an issue (additional issue) of securities is denied, the documents submitted for state registration of an issue (additional issue) of securities shall not be returned.
6.1. An identification number is assigned to an issue (additional issue) of securities, which, in accordance with the Federal Law "On the Securities Market" or the Federal Law of December 26, 1995 No. , item 1; No. 25, item 2956; 1999, No. 22, item 2672; 2001, No. 33, item 3423; 2002, No. 12, item 1093; No. 45, item 4436; 2003, No. 9 , item 805; 2004, No. 11, item 913; No. 15, item 1343; No. 49, item 4852; 2005, No. 1, item 18; 2006, No. 1, item 5, item 19; No. 2, article 172; No. 31, article 3437, article 3445, article 3454; No. 52, article 5497; 2007, No. 7, article 834; No. 31, article 4016; No. 49, article 6079; 2008, No. 18, item 1941; 2009, No. 1, item 23; No. 19, item 2279; No. 23, item 2770; No. 29, item 3642; No. 52, item 6428; 2010, No. 41, item 5193; No. 45, item 5757; 2011, No. 1, item 13, item 21; No. 30, item 4576; No. 48, item 6728; No. 49, item 7024, item 7040; No. 50, item 7357; 2012, No. 25, item 3267; No. 31, item 4334; No. 53, item 7607; 2013, No. 14, item 1655; No. 30, item 4043, item. 4084; No. 45, item 5797; No. 51, item 6699; No. 52, item 6975; 2014, No. 19, Art. 2304; No. 30, Art. 4219; No. 52, art. 7543; 2015, no. 14, art. 2022; No. 27, Art. 4001) (hereinafter referred to as the Federal Law "On Joint Stock Companies") is not subject to state registration, namely:
issue (additional issue) of exchange-traded bonds in the event that the issue of exchange-traded bonds by decision (discretion) of their issuer is carried out without state registration of the issue (additional issue) of the said bonds, registration of the prospectus of the said bonds, state registration of the report (submission by the issuer to the registering body of notification) on the results of the issue (additional issue) of the said bonds;
issue (additional issue) of commercial bonds in the event that the issue of commercial bonds by decision (discretion) of their issuer is carried out without state registration of the issue (additional issue) of these bonds, registration of the prospectus of these bonds, state registration of a report (submission by the issuer to the registering body of a notification) on the results of the issue (additional issue) of the said bonds;
the issue of securities placed during the reorganization of a joint-stock company in the form of division or separation, if such division or separation is carried out simultaneously with a merger or accession;
issue of Russian depositary receipts, in respect of which the conditions established by paragraph 5.1 of Article 27.5-3 of the Federal Law "On the Securities Market" are simultaneously observed, if the issue of such Russian depositary receipts, at the decision (discretion) of their issuer, is carried out without state registration of the issue of Russian depositary receipts and registration of a prospectus of Russian depositary receipts.
6.2. The assignment of an identification number is carried out:
issues (additional issues) of exchange-traded bonds and issues of Russian depositary receipts - by the exchange;
issues (additional issues) of commercial bonds - by the central depository;
issues of securities placed during the reorganization of a joint-stock company in the form of division or separation, if such division or separation is carried out simultaneously with a merger or accession, - by the registering body.
6.3. The list of documents submitted to the exchange for assigning an identification number to an issue (additional issue) of exchange-traded bonds, an issue of Russian depository receipts, as well as the specifics associated with assigning an identification number to an issue (additional issue) of exchange-traded bonds, an issue of Russian depositary receipts of an identification number, are determined by sections VIII and these Regulations respectively.
The list of documents submitted to the central depository for assigning an identification number to an issue (additional issue) of commercial bonds, as well as the specifics associated with assigning an identification number to an issue (additional issue) of commercial bonds, are determined by Section VIII of these Regulations.
The list of documents submitted to the exchange for assigning an identification number to an issue (additional issue) of exchange-traded bonds placed under the exchange-traded bonds program, or to the central depository for assigning an identification number to an issue (additional issue) of commercial bonds placed under the commercial bonds program, as well as features, associated with the assignment of an identification number to an issue (additional issue) of exchange-traded or commercial bonds placed under the program of exchange-traded or commercial bonds, are determined by Section VI.1 of these Regulations.
6.4. List of documents to be submitted to the registering authority for assignment to an issue of securities placed during the reorganization of a joint-stock company in the form of division or spin-off, if such division or spin-off is carried out simultaneously with a merger or accession, as well as the specifics associated with assigning an identification number to the issue of the said securities numbers are determined by Chapter 56 of this Regulation.
6.5. The procedure and term for the exchange to make a decision to assign an identification number to issues (additional issues) of exchange-traded bonds and issues of Russian depositary receipts are determined by the exchange rules.
The procedure and term for the decision by the central depository to assign an identification number to issues (additional issues) of commercial bonds are determined by the internal document (rules) of the central depository.
7.1. The placement of securities includes:
making transactions aimed at alienating securities to their first owners;
making credit entries on personal accounts (deposit accounts) of the first owners (in the case of placement of registered securities or documentary bonds with mandatory centralized storage);
issuance of certificates of documentary bonds to their first owners (in case of placement of documentary bonds without mandatory centralized storage).
7.2. The placement of securities must be carried out in accordance with the conditions determined by the decision on their issue (additional issue).
7.3. The issuer has the right to begin placement of securities only after the state registration of their issue (additional issue), unless otherwise provided by the Federal Law "On the Securities Market" and these Regulations.
7.4. The placement of securities must be carried out within the period specified (determined in accordance with the procedure established) in the decision on the issue (additional issue) of securities.
7.5. If changes are made to the decision on the issue (additional issue) of securities and (or) to the securities prospectus after the start of the placement of securities and before its completion, the issuer, from the moment the issuer’s authorized management body decides to make such changes, and if such changes affect conditions determined by the decision on the placement of securities - from the moment the issuer's authorized management body takes a decision to change the conditions for the placement of securities determined by the decision on the placement of securities - is obliged to suspend the placement of securities.
7.6. The placement of securities is resumed from the date of registration of changes in the decision on the issue (additional issue) of securities or the decision to refuse registration of such changes, and if the state registration of the issue (additional issue) of securities was accompanied by the registration of their prospectus, - from the date disclosure by the issuer of information on the resumption of placement of securities.
7.7. In case of non-placement of any security of the issue (additional issue), such issue (additional issue) of securities is recognized by the registering body as failed, and its state registration is cancelled.
8.1. The issuer submits to the registering authority a report on the results of the issue (additional issue) of securities, and subject to the conditions provided for by paragraph 2 of Article 25 of the Federal Law "On the Securities Market", instead of the report on the results of the issue (additional issue) of securities, the issuer has the right to submit a notice of results of the issue (additional issue) of securities.
A report (notice) on the results of an issue (additional issue) of securities shall be submitted by the issuer to the registering authority no later than 30 days after the end of the securities placement period specified in the registered decision on the issue (additional issue) of securities, and if all securities were placed before the expiration of this period - no later than 30 days after the placement of the last security of this issue (additional issue).
8.2. In the event that a report on the results of an issue (additional issue) of securities is submitted to the registering authority before the end of the term for the placement of securities specified in the registered decision on the issue (additional issue) of securities, such a report on the results of the issue (additional issue) of securities is returned to the issuer by the registering body without consideration, except in the following cases:
placement of all securities of the issue (additional issue) before the expiration of the securities placement period;
placement of securities of the issue (additional issue) by closed subscription, if the circle of persons among whom the issuer intended to place the securities consists of one person and the said person refuses to purchase all or part of the securities to be placed;
placement of shares of an issue (additional issue) by closed subscription, if the circle of persons among whom the issuer intended to carry out the placement of shares consists of shareholders of the issuer who refuse to purchase all or part of the shares of the issue (additional issue) to be placed in accordance with the shareholder agreement concluded by them ;
the issuer's refusal to place the securities of the issue (additional issue) and submit a report on the results of the issue (additional issue) of securities containing information that not a single security of the issue (additional issue) has been placed.
8.3. In the cases established by this Regulation, the report on the results of the issue of securities shall be submitted to the registering authority simultaneously with the documents submitted for the state registration of the issue of securities.
8.4. If a notice of the results of an issue (additional issue) of securities is submitted to the registering authority before the end of the term for the placement of securities specified in the registered decision on the issue (additional issue) of securities, such a notice of the results of the issue (additional issue) of securities shall be returned to the issuer by the registering by the body together with a notice of the need to submit to the registering body a notice of the results of the issue (additional issue) of securities after the end of the securities placement period, except for the case of placement of all securities of the issue (additional issue) before the expiration of the securities placement period.
8.5. If a notice of the results of an issue (additional issue) of securities is submitted to the registering authority if the conditions provided for by Clause 2 of Article 25 of the Federal Law "On the Securities Market" are not observed, such notice of the results of the issue (additional issue) of securities shall be returned to the issuer by the registering authority together with notification of the need to submit to the registration authority a report on the results of the issue (additional issue) of securities.
8.6. A notice of the results of an issue (additional issue) of securities returned to the issuer in the cases specified in paragraphs 8.4 and 8.5 of these Regulations shall not be considered submitted to the registering body.
8.7. A report (notice) on the results of an issue (additional issue) of securities of a business company is approved by the sole executive body of this business company, if the charter of the business company does not place the decision on this issue within the competence of the collegial executive body or the board of directors (supervisory board) of this business company. In this case, when the charter of a business company refers to the competence of its collegial executive body or the board of directors (supervisory board) the adoption of a decision on the issue of approving the report (notice) on the results of the issue of securities, the competence of the same management body of the business company also includes the adoption decisions on the issue of approving a report (notice) on the results of an additional issue of securities, except for the case when the charter of such a business company does not directly provide otherwise, including the adoption of a decision on this issue is directly referred to the competence of its sole executive body.
A report (notification) on the results of an issue (additional issue) of securities of a legal entity of a different organizational and legal form is approved by the sole executive body of the legal entity, unless otherwise provided by federal laws or the charter (constituent documents) of the legal entity.
8.8. The report (notice) on the results of the issue (additional issue) of securities is signed by the person holding the position (performing the functions) of the sole executive body of the issuer, indicating the date of signing and sealed by the issuer. By signing the report (notice) on the results of the issue (additional issue) of securities, the person holding the position (performing the functions) of the sole executive body of the issuer, thereby confirms the accuracy and completeness of all information contained in the report (notice) on the results of the issue (additional issue) valuable papers.
If the powers of the sole executive body of the issuer are transferred under an agreement to a commercial organization (managing organization), the report (notice) on the results of the issue (additional issue) of securities is signed by the person holding the position (functioning) of the sole executive body of such a managing organization, indicating the details ( number and date of conclusion) of the agreement under which the authority of the sole executive body of the issuer was transferred to it, or by a representative of such a managing organization acting on the basis of a power of attorney, with an additional indication of the details (number and date of issue) of such a power of attorney.
8.9. Persons who have signed or approved the report (notice) on the results of the issue (additional issue) of securities (voted for the approval of the report (notice) on the results of the issue (additional issue) of securities) bear joint and several subsidiary liability for losses caused by the issuer to the investor and (or ) to the owner of securities due to false, incomplete and (or) misleading information contained in the report (notice) on the results of the issue (additional issue) of securities, confirmed by them.
8.10. For state registration of a report on the results of an issue (additional issue) of securities, the following shall be submitted to the registering authority:
an application for state registration of a report on the results of an issue (additional issue) of securities, drawn up in accordance with Appendix 21 to these Regulations, and in the case when, in accordance with these Regulations, the state registration of a report on the results of an issue of securities is carried out simultaneously with the state registration of an issue of securities securities - drawn up in accordance with Appendix 5 to these Regulations;
report on the results of the issue (additional issue) of securities, which must be drawn up in accordance with Appendix 22 to these Regulations;
a copy (extract from) of the minutes of the meeting (session) of the authorized management body of the issuer (order, instruction or other document of the authorized person), which decided to approve the report on the results of the issue (additional issue) of securities, indicating if this decision was made collegiate management body, quorum and results of voting for its adoption;
the fifth paragraph is invalid;
the sixth paragraph is invalid;
a document confirming the existence of a decision on preliminary approval in accordance with the Federal Law of April 29, 2008 No. 57-FZ "On the Procedure for Making Foreign Investments in Business Companies of Strategic Importance for Ensuring the Defense of the Country and the Security of the State" (Collected Legislation of the Russian Federation, 2008 , No. 18, article 1940; 2011, No. 1, article 32; No. 27, article 3880; No. 47, article 6612; 2014, No. 6, article 566) transactions for the placement of securities of an issuer that is a business entity which are of strategic importance for ensuring the defense of the country and the security of the state, if such transactions are allowed if there is a specified decision on their prior approval;
a document containing a calculation of the net asset value of a commercial organization that provided a guarantee for bonds, indicating the unit of measurement in which such calculation was made. This document must be drawn up on the date when the first owner of the rights to the bonds arises (the date of making the first credit entry on the personal account (deposit account) of the first bond owner or the date of transfer of the first bond certificate to the first owner) and signed by the person holding the position (performing the functions) of the sole the executive body of the commercial organization that provided the guarantee for the bonds;
if the issuer refuses to place securities and submits a report on the results of their issue (additional issue) containing information that no securities have been placed, a copy (extract from) of the minutes of the meeting (session) of the issuer's authorized management body ( an order, instruction or other document of an authorized person) by which a decision was made to refuse to place securities, indicating, if this decision is made by a collegial management body, the quorum and the results of voting for its adoption;
a document confirming the fact of payment of the state duty levied in accordance with the legislation of the Russian Federation on taxes and fees for the state registration of a report on the results of an issue (additional issue) of securities (payment order, receipt of the established form in the case of cash payment with an attachment of a document confirming the authority to make such a payment) containing a note from the bank on the fulfillment of the obligation to pay the specified state duty (except for cases when, in accordance with these Regulations, the state registration of the report on the results of the issue of securities is carried out simultaneously with the state registration of the issue of securities);
an inventory of the submitted documents, compiled in accordance with Appendix 9 to these Regulations;
other documents provided for by these Regulations.
8.10.1. If the documents required in accordance with these Regulations for the state registration of the report on the results of the issue (additional issue) of securities were submitted for the state registration of the issue (additional issue) of the issuer's securities, instead of such documents, a certificate containing information on that these documents have already been submitted for state registration of the issue (additional issue) of the issuer's securities. This certificate must be signed by the person holding the position (performing the functions) of the sole executive body of the issuer.
8.11. The issuer submits to the registering body the documents required in accordance with these Regulations for the state registration of the report on the results of the issue (additional issue) of securities, in one copy, except for the report on the results of the issue (additional issue), provided in triplicate.
The texts of the report on the results of the issue (additional issue) of securities and the inventory of documents shall be submitted to the registering authority also on electronic media and in a format that meets the requirements of the registering authority.
8.12. The registering body is obliged to carry out state registration of the report on the results of the issue (additional issue) of securities or make a reasoned decision to refuse its state registration within 14 days from the date of receipt of documents by it in accordance with these Regulations.
8.13. If not all the documents provided for by this Regulation are submitted to the registering authority, the composition of the information contained in these documents does not comply with the requirements of the Federal Law "On the Securities Market", these Regulations, regulatory acts of the registering authority, as well as in case of detection of other violations (for with the exception of violations of the requirements of the legislation of the Russian Federation committed by the issuer in the course of the issue of securities, which cannot be eliminated otherwise than by withdrawing the securities of the issue (additional issue) from circulation, the registering authority decides to suspend the issue of securities. to the issuer an appropriate notice specifying the violations committed, the deadline for their elimination, the need for the issuer to submit corrected documents. e issuance of securities that cannot be eliminated otherwise than by withdrawing from circulation the securities of the issue (additional issue) after the decision to suspend the issue of securities, the registering authority sends the issuer an appropriate notification indicating the violations committed, the time period for their elimination, the need to submit the issuer of the corrected documents.
When the issuer submits amended documents, only those documents to which changes have been made shall be submitted to the registering body. The specified documents are submitted in the number of copies established by these Regulations with a cover letter and an inventory of the submitted documents.
8.14. If a decision is made on state registration of a report on the results of an issue (additional issue) of securities, the registering body is obliged, within three working days from the date of the relevant decision, to issue (send) to the issuer:
notification of the registering body about the state registration of the report on the results of the issue (additional issue) of securities;
two copies of the report on the results of the issue (additional issue) of securities with a mark of state registration.
8.15. If a decision is made to refuse state registration of a report on the results of an issue (additional issue) of securities, the registering authority is obliged, within three working days from the date of the adoption of the relevant decision, to issue (send) to the issuer a notice of refusal to state registration of a report on the results of an issue (additional issue) ) securities, containing the grounds for refusal.
8.16. The decision to refuse state registration of a report on the results of an issue (additional issue) of securities is made by the registration authority on the following grounds.
8.16.1. Violation by the issuer during the issue of securities of the requirements of the legislation of the Russian Federation, which cannot be eliminated otherwise than by withdrawing from circulation the securities of the issue (additional issue), including in the following cases:
violation of the placement conditions stipulated by the registered decision on the issue (additional issue) of securities;
non-compliance by the issuer with the established requirements for disclosure of information on the issue (additional issue) of securities;
violation by the issuer of the deadline for submitting to the registering body a report on the results of the issue (additional issue) of securities established by paragraph 8.1 of this Regulation (with the exception of the report on the results of the issue of shares placed during the establishment of the joint-stock company - issuer, as well as the report on the results of the issue (additional issue) securities placed during reorganization in the form of a merger, division, separation and transformation, including in the form of a merger that is carried out simultaneously with the division or separation).
8.16.2. Failure by the issuer to comply with the requirements of the registering authority to eliminate violations of the legislation of the Russian Federation committed during the issue of securities.
8.16.3. Inclusion in the decision on the issue (additional issue) of securities or other documents that were the basis for state registration of the issue (additional issue) of securities, or in the report on the results of the issue (additional issue) of securities or other documents that are the basis for state registration of the report about the results of the issue (additional issue) of securities, false information or information that does not correspond to reality (inaccurate information).
8.17. In case of refusal to state registration of the report on the results of the issue (additional issue) of securities, the documents submitted for the state registration of the report on the results of the issue (additional issue) of securities shall not be returned.
8.18. In case of refusal to state registration of a report on the results of an issue (additional issue) of securities, such an issue (additional issue) is recognized as failed and its state registration is cancelled.
8.19. The specifics of submitting a notice of the results of an issue (additional issue) of securities are established by Chapter 25 of these Regulations. In case of submission to the registering body in accordance with these Regulations of notification of the results of the issue (additional issue) of securities, the submission and state registration of the report on the results of the issue (additional issue) of securities shall not be carried out.
8.20. Submission to the registering body of a report (notice) on the results of an issue (additional issue) of securities is not carried out:
in case of issue of exchange-traded bonds - at the decision (discretion) of the issuer of exchange-traded bonds;
in the event of the issue of securities of a joint-stock company established as a result of division or spin-off, if such division or spin-off is carried out simultaneously with the merger or takeover;
in case of issue of Russian depositary receipts.
9.1. The issuer has the right, and in cases provided for by the Federal Law "On the Securities Market" or other federal laws on securities, is obliged to amend the decision on the issue (additional issue) of securities and (or) the securities prospectus.
9.2. Changes in the decision on the issue (additional issue) of securities and (or) in the prospectus of securities may be made after the state registration of the issue (additional issue) of securities and (or) registration of the prospectus of securities, respectively, and before the maturity of all securities of the corresponding issue ( additional issue).
9.3. Changes to the decision on the issue (additional issue) of securities and (or) the prospectus of securities are made by decision of the issuer's management body, whose competence includes approval of the decision on the issue (additional issue) of securities and (or) the prospectus of securities, respectively.
If the changes made to the decision on the issue (additional issue) of securities affect the conditions determined by the decision on the placement of such securities, these changes are also made by decision of the issuer's management body, whose competence is to make a decision on the placement of the relevant securities.
9.4. If changes are made to the decision on the issue (additional issue) of bonds after the placement of bonds, the introduction of such changes, with the exception of changes related to the replacement of the issuer of bonds during its reorganization, is carried out with the consent of the bondholders obtained in the manner established by federal law.
9.5. If the state registration of an issue (additional issue) of securities is accompanied by registration of a prospectus of securities and changes to the decision on the issue (additional issue) of securities are made before the completion of the placement of securities, such changes must be accompanied by changes similar in content to the prospectus of securities .
9.6. If an issue (additional issue) of securities in accordance with the Federal Law "On the Securities Market" and these Regulations is subject to state registration, changes made to the decision on the issue (additional issue) of securities and (or) to the securities prospectus, are subject to state registration by the registering authority, except for changes made to the securities prospectus, which are provided for in paragraph 9.7 of these Regulations.
9.7. If, after the registration of the prospectus of securities and before the start of their placement, the issuer has prepared accounting (financial) statements for the relevant reporting period and (or) new circumstances have arisen that may have a significant impact on the decision to purchase the relevant securities, the securities prospectus should be amended to reflect these circumstances. Such changes are not subject to state registration by the registering authority, and the information contained therein must be disclosed prior to the commencement of the placement of securities in the same manner as the information contained in the securities prospectus is disclosed.
The provision of this paragraph shall not apply if the issuer discloses information in accordance with paragraph 4 of Article 30 of the Federal Law "On the Securities Market".
REGULATIONS OF THE CENTRAL BANK OF THE RUSSIAN FEDERATION Section I. Procedure for issuing securities Chapter 1. Stages of the procedure for issuing securities Chapter 2. Making a decision on the placement of securities Chapter 3. Approving a decision on the issue (additional issue) of securities Chapter 4. Preliminary consideration of documents required for state registration of an issue (additional issue) of securities Chapter 5. State registration of an issue (additional issue) of securities Chapter 6. Assignment of an identification number to an issue (additional issue) of securities Chapter 7. Placement of securities Chapter 8. State registration of a report on the results of an issue (additional issue) of securities or submission to the registering body of a notice of the results of the issue (additional issue) of securities Section II. Amendments to the decision to issue (additional issue) of securities and (or) to the securities prospectus Chapter 9. General provisions on amendments to the decision to issue (additional issue) of securities and (or) to the securities prospectus Chapter 10. Peculiarities making changes to the decision on the issue (additional issue) of securities in terms of extending the placement period and (or) changing the conditions and procedure for the placement of securities its reorganization
Decrease in the number of securities of the issue (additional issue) as a result of: redemption of a part or all of the outstanding shares of the joint-stock company - issuer in connection with a decrease in its authorized capital, reorganization or conversion of preferred shares convertible into ordinary shares or preferred shares of another type;
The program must be downloaded and installed on the computer, it is also necessary to download the templates and replace the new templates with the old ones). The program is in zip, it must be unpacked, open the file EmNotification_01.smt (Notification of changes in information about the issue of securities, information about the issuer and / or the person who provided the security for the bonds), enter the necessary information into it.
Interaction with the Central Bank of the Russian Federation
Yes, Art. 19.7_3 of the Code of Administrative Offenses of the Russian Federation, establishes that failure to submit or violation of the procedure or deadlines for submitting reports, notifications and other information to the Bank of Russia stipulated by law without fail entails liability in the form of a fine for legal entities in the amount of 500,000 to 700,000 rubles for legal entities.
In a previously published article, we considered the issue related to the liability of a joint-stock company for non-disclosure of mandatory information in the form of an annual report and annual financial statements and how to eliminate the consequences that follow. In this material, we will pay attention to an equally important obligation of a joint-stock company - this is a notification from the Bank of Russia (Central Bank of the Russian Federation) about changing the legal form from a closed joint-stock company to a joint-stock company.
Appendix 26
Appendix 26
to the Regulations of the Bank of Russia
“On the standards for issuing securities
papers, the order of the state
issue registration (additional
issue) equity securities,
state registration reports
on the results of the issue (additional
issue) equity securities
and registration of securities prospectuses”
dated August 11, 2014 N 428-P
The date is indicated, which, in accordance with Chapter 59 of this Regulation, is the moment of occurrence of the corresponding changes in the information related to the issue (additional issue) of securities, their issuer and (or) the person who provided (provides) security for the issuer's bonds.
YurClub Conference
Everyone good day! CJSC renamed to JSC + address changed. I am compiling a notice to the Central Bank (Appendix 26). Do I understand correctly that on sheet A you need to indicate the new name and new address of the location (according to the notification form, name of the issuer or its assignee) and the address of the location I indicate the one that is registered in the decision (according to the charter - Moscow, the exact address is indicated in the decision)? Please let me know if anyone has experienced this.
In the charter they made an indulgence in the year 14 that you can not indicate the exact address, to simplify the change of legal entities. addresses within the settlement - so that there are no extra pieces of paper, so only the city can be indicated in the charter. The title page indicates "Name of the issuer or its assignee".
Filling out sample application 26 to the regulation of the Bank of Russia 428 p
59.1.1 Emissions Standards. Contents of the notice Information about the decrease in the number of the issuer's securities as a result of the redemption of a part of the JSC's outstanding shares in connection with its reorganization (clause 59.1.1 of the Issue Standards). The moment of the change: the date of receipt by the created JSC of the certificate of making an entry in the Unified State Register of Legal Entities about the creation of the company (clause 59.2 of the Emission Standards).
- A) Form of the title page of amendments to the decision on the issue (additional issue) of securities
- B) Information included in the text of amendments to the decision on the issue (additional issue) of securities
- Appendix 20. Amendments to the securities prospectus
- A) Form of the title page of amendments to the securities prospectus
- B) Information included in the text of amendments to the securities prospectus
- Appendix 21. Application for state registration of a report on the results of an issue (additional issue) of securities
- Annex 22.
Written notification in the application form
1. Regulation of the Central Bank of the Russian Federation of August 11, 2014 No. 428-P “On the standards for the issue of securities, the procedure for state registration of an issue (additional issue) of issue-grade securities, state registration of reports on the results of an issue (additional issue) of issue-grade securities and registration of prospectuses valuable papers".
Title page and content of the Notice of changes in information related to the issue (additional issue) of securities, their issuer and (or) the person who provided (provides) security for the issuer's bonds (Appendix No. 26 to the Securities Issue Standards, approved by the Regulations of the Central Bank of the Russian Federation dated August 11, 2014 No. 428-P). The requirements for electronic media and the format of the texts of documents that the issuer is obliged to submit to the Central Bank of the Russian Federation in accordance with the requirements of securities legislation are approved by Order of the Federal Financial Markets Service of Russia No. 09-23/PZ-N dated June 18, 2009.
Frequently Asked Questions on Notifications to the CBR
- in the event of a change in the full or abbreviated company name, location of the issuer of securities - the date of receipt by the issuer of a written notice (certificate) of the authorized government agency on state registration of amendments to the charter ( founding documents) the issuer in terms of changing its full and (or) abbreviated company name, location;
- in the event of a change in the full or abbreviated company name, location (surname, name, patronymic) of the person who provided (provides) security for the issuer's bonds, the date on which the issuer knew or should have known about such a change.
The issuer (the legal successor of the issuer, whose activity was terminated as a result of reorganization) is obliged to notify the registering authority of changes in the following information related to the issue (additional issue) of securities, their issuer and (or) the person who provided (provides) security for the issuer's bonds:
Letter of the Bank of Russia dated N 252 - On the procedure for notifying the opening of a branch of a credit institution
The questionnaire should indicate all places of work and positions held, including part-time jobs; date of admission and dismissal from the position; for work in banking system indicate in addition the nature of work in each position and the reason for dismissal (vacation of the position held). The terms of work, place, position and reasons for dismissal are verified by an employee of the Main Department (National Bank) with a work book.
If the credit institution fails to notify the Head Offices about the opening of a branch or the opening of a correspondent account for a branch before receiving a message from the Banking Supervision Department about assigning a serial number to the branch, or fails to notify the Informatization Department about the opening of a correspondent account, as well as in case of unsatisfactory financial situation credit institution at the time of notification of the opening of their branch, the Main Departments (National Banks) at the location of the credit institution are obliged to initiate an audit in connection with the violation committed and decide on the application of sanctions to the credit institution in accordance with Article 75 of the Federal Law "On the Central Bank of the Russian Federation (Bank Russia), including in terms of a ban on opening branches for up to one year. A correspondent account opened in violation of the established procedure for a branch is subject to closure and the issue of its opening is considered taking into account the results of the audit.
Procedure for notifying the Bank of Russia of changes in information related to an issue (additional issue) of securities
— copies of the certificate of state registration of changes in the charter of the joint-stock company - issuer and registered changes made to the charter of the joint-stock company - issuer in terms of reducing its authorized capital and (or) the number of outstanding shares of the corresponding category (type);
The notice must be drawn up in accordance with Appendix No. 26 to the Emission Standards. It must bear the signature of the person acting as the sole executive body of the issuer, the date of signing and the seal of the issuer (clause 58.4 of the Issue Standards).
On the procedure and terms for sending a notification by a person who has received the right to dispose of 10 percent or more of the votes attributable to voting shares (stakes) constituting authorized capital non-credit financial organization, as well as the procedure for the Bank of Russia to request information on persons who directly or indirectly have the right to dispose of 10 or more percent of the votes attributable to voting shares (stakes) that make up the authorized capital of a non-credit financial institution -U)
1.8. Documents submitted by a foreign person must be drawn up in the state (official) language of the country of location (registration) of the foreign person, legalized in the manner established by law of the Russian Federation, unless otherwise provided by international treaties to which the Russian Federation and the country where the foreign person is located are parties, with a duly certified translation of the said documents into Russian.
1.7. The documents stipulated by this Instruction are signed by the person who has received the right to dispose of shares (stakes) of the NCFO, or a person authorized by him. If the documents are signed by an authorized person, a power of attorney is presented giving the right to represent the person who has received the right to dispose of shares (stakes) of the NCFO, or a duly certified copy thereof, or another document confirming the authority of the person who signed the documents.
17 Aug 2018 240308.02.2018
Events. The Central Bank adjusted the dictionary. New concepts have appeared in the program document of the Bank of Russia. Yesterday, the Bank of Russia's policy document was published, describing plans for the development and application of new technologies in financial market for the coming years. The main ideas, concepts and projects have already been announced by the regulator in one way or another. At the same time, the Central Bank introduces and discloses new terms, in particular, RegTech, SupTech and “through identifier”. Experts note that these areas have been successfully developing in Europe for a long time.
08.02.2018
Events. The State Duma issued a pass to Russia for capital. It was decided to repeat the one-time business amnesty. The State Duma of Russia adopted on Wednesday in the first, and a few hours later in the second reading, a package of bills initiated by Vladimir Putin on the resumption of the capital amnesty. The new act of “forgiveness” was announced as the second stage of the 2016 campaign, which was then presented as a one-time campaign and was actually ignored by the business. Since the attractiveness of the Russian jurisdiction and trust in its law enforcement officers have not increased over the past two years, now the stake is placed on the thesis that capital must be returned to the country because it is worse for them abroad than in Russia.
07.02.2018
Events. Control and supervision are customized. Business and authorities compared approaches to reform. The results and prospects of the reform of control and supervisory activities were discussed yesterday by representatives of the business community and regulators as part of the Week Russian business» under the auspices of the Russian Union of Industrialists and Entrepreneurs. Despite a decrease in the number scheduled inspections by 30%, business complains about the administrative burden and calls on the authorities to respond more quickly to the proposals of entrepreneurs. The government, in turn, plans to review mandatory requirements, reform of the Code of Administrative Offenses, digitalization and acceptance of reports in the "one window" mode.
07.02.2018
Events. Issuers will add transparency. But investors are waiting for additions to the meetings of shareholders. The Moscow Exchange is preparing changes to the listing rules for issuers whose shares are on the highest quotation lists. In particular, companies will be required to create special sections on their websites for shareholders and investors, the maintenance of which will be controlled by the exchange. Large issuers already meet these requirements, but investors consider it important to fix these obligations in the document. In addition, in their opinion, the exchange should pay attention to the disclosure of information to shareholders' meetings, which is the most painful issue in the relationship between issuers and investors.
07.02.2018
Events. The Central Bank of Russia gets a grasp of advertising. The financial regulator has found a new field for supervision. The honesty of financial advertising will soon begin to be assessed not only by the Federal Antimonopoly Service, but also by the Central Bank. Starting this year, as part of behavioral supervision, the Bank of Russia will detect advertising financial companies and banks, containing signs of violations, and report this to the FAS. If banks receive not only fines from the FAS, but also recommendations from the Central Bank, this could change the situation with advertising on the financial market, experts say, but the procedure for applying supervisory measures of the Central Bank in new sphere not yet described.
06.02.2018
Events. Not by accent, but by passport. Foreign investments under the control of the Russians will remain without international protection already in the spring. A government bill depriving Russian-controlled foreign companies and persons with dual citizenship of the protection of the foreign investment law, in particular, guarantees of freedom to withdraw profits, will be adopted by the State Duma of Russia in early March. The document does not recognize as foreign and investments through trusts and other trust institutions. Russian-controlled structures investing in strategic assets in the Russian Federation, the White House is still ready to consider foreign investors - but for them, as before, this only means the need to coordinate transactions with the Foreign Investment Commission.
06.02.2018
Events. Banks are not given to state structures. FAS Russia intends to limit the expansion of the public sector in the financial market. The Federal Antimonopoly Service has developed proposals to limit bank purchases government agencies. The FAS plans to amend the law "On Banks and Banking Activities" and is currently working on them with the Central Bank (CB). An exception may be the reorganization of banks, ensuring the availability of banking services in areas that need it, as well as issues of the country's security. The head of the Central Bank, Elvira Nabiullina, has already supported this initiative.
06.02.2018
Events. Online audit was given a chance. IIDF is ready to support remote checks. Online auditing, hitherto a side branch of this business, which was carried out mainly by unscrupulous companies, has received support at the state level. The Internet Initiatives Development Fund invested 2.5 million rubles in AuditOnline, thus recognizing the prospects this direction. However, market participants are sure that online audit has no legitimate future - remote audits contradict international standards audit.
05.02.2018
Events. It is recommended to refrain from legitimate transactions. The Central Bank of Russia considered the "hidden trust management" unethical. The Bank of Russia warns professional participants against using some popular, but not entirely ethical practices in relation to clients in the stock market. The schemes described in the letter of the regulator lie in the legal plane, so the Central Bank limited itself to recommendations. But in fact, the regulator is testing the application of a motivated judgment, the right to use which has not yet been legally approved.
05.02.2018
Events. Absorption will be less entertaining. The Central Bank of Russia encourages banks to reduce lending to M&A transactions. The idea of the Central Bank to encourage banks to lend not to mergers and acquisitions of companies, but to the development of production takes on concrete features. The first step could be to instruct banks to form increased reserves for loans issued for M&A transactions. According to experts, this will reduce such lending, but in order for bank resources to go to the development of production, additional stimulus measures will be required.
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