428 position. New regulations on standards for issuing securities. Interaction with the Central Bank of the Russian Federation

Reduction in the number of securities of an issue (additional issue) as a result of: redemption of 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 your computer, you also need to download the templates and replace the new templates with the old ones). The program is in zip, you need to unpack it, 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 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 required by law entails liability in the form of payment 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 failure to disclose mandatory information in the form of an annual report and annual financial statements and the procedure for eliminating the subsequent consequences. In this material, we will pay attention to an equally important obligation of a joint stock company - this is a notification to the Bank of Russia (Central Bank of the Russian Federation) about a change of organizational and legal form from a closed joint stock company to a joint stock company.

Appendix 26

Appendix 26
to the Bank of Russia Regulations
“On standards for issuing securities
papers, state procedure
registration of issue (additional
issue) of issue-grade securities,
state registration reports
about the results of the release (additional
issue) of issue-grade securities
and registration of securities prospectuses"
dated August 11, 2014 N 428-P

The date is indicated which, in accordance with Chapter 59 of these Regulations, is the moment of occurrence of relevant 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.

Law Club Conference

Good day everyone! The closed joint-stock company was renamed into joint-stock company + the address changed. I am drawing up a notification to the Central Bank (Appendix 26). Do I understand correctly that on sheet A you need to indicate a new name and a new address of location (according to the notification form it is indicated name of the issuer or its legal successor) and the location address I indicate is the one specified in the decision (according to the charter - Moscow, the exact address is indicated in the decision)? Please tell me who has encountered something similar.

In the charter they made an indulgence in 14 that you don’t have to indicate the exact address to simplify the change of legal entity. addresses within the locality - so that there is no extra paperwork, so only the city can be indicated in the charter. The title page indicates “Name of the issuer or its legal successor”.

Sample of filling out Appendix 26 to the Bank of Russia Regulations 428 p

59.1.1 Emission standards. Contents of the notice Information about the decrease in the number of securities of the issuer as a result of the redemption of part of the outstanding shares of the JSC in connection with its reorganization (clause 59.1.1 of the Issue Standards). Moment of occurrence of the change: the date of receipt by the created JSC of a certificate of entry into the Unified State Register of Legal Entities about the creation of the company (clause 59.2 of the Issue Standards).

• A) Form of the title page of changes 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. Changes to the securities prospectus

• A) Form of the cover 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 the issue (additional issue) of securities
• Appendix 22.

Written notification according to application form

1. Regulations of the Central Bank of the Russian Federation dated August 11, 2014 No. 428-P “On standards for issuing securities, the procedure for state registration of an issue (additional issue) of issue-grade securities, state registration of reports on the results of the issue (additional issue) of issue-grade securities and registration of prospectuses valuable papers".

Title page and contents of the Notification 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). Requirements for electronic media and the format of document texts, which the issuer is obliged to provide to the Central Bank of the Russian Federation in accordance with the requirements of securities legislation, were approved by Order of the Federal Financial Markets Service of Russia dated June 18, 2009 No. 09−23/PZ-N.

Frequently asked questions regarding notifications to the Central Bank of the Russian Federation

• in case of a change in the full or abbreviated corporate name, the location of the issuer of securities - the date of receipt by the issuer of a written notification (certificate) of the authorized state body on state registration of changes to the charter (constituent documents) of the issuer regarding the change in its full and (or) abbreviated corporate name, location;
• in case of a change in the full or abbreviated corporate name, location (last name, first name, patronymic) of the person who provided (provides) security for the issuer's bonds - the date on which the issuer learned or should have learned about such a change.

The issuer (the legal successor of the issuer whose activities have been terminated as a result of reorganization) is obliged to notify the registration 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 No. 252 - On the procedure for notifying about the opening of a branch of a credit organization

The questionnaire should indicate all places of work and positions held, including part-time positions; date of entry and dismissal from position; for work in the banking system, indicate additionally the nature of the work in each position and the reason for dismissal (vacation of the position). The terms of work, place, position and reasons for release are checked by an employee of the Main Directorate (National Bank) with the work book.

If the credit organization fails to notify the Main Directorates about the opening of a branch or opens a correspondent account for the 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 the event of an unsatisfactory financial position of the credit organization at the time of notification of the opening of its branch Main Directorates (National Banks) at the location of the credit organization are obliged to initiate an inspection in connection with the violation committed and resolve the issue of applying a sanction to the credit organization in accordance with Article 75 of the Federal Law “On the Central Bank of the Russian Federation (Bank of Russia)”, including including a ban on opening branches for a period of 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 about changes in information related to the 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 notification must be drawn up in accordance with Appendix No. 26 to the Emission Standards. It must bear the signature of the person performing the functions of 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 timing for sending a notification to a person who has received the right to dispose of 10 percent or more of the votes attributable to voting shares (stakes) constituting the authorized capital of a non-credit financial organization, as well as the procedure for the Bank of Russia to request information about persons who directly or indirectly have the right to dispose 10 and more percent of votes attributable to voting shares (stakes) constituting the authorized capital of a non-credit financial organization (lost in force on the basis of the instructions of the Bank of Russia from N 4658-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 the legislation of the Russian Federation, unless otherwise provided by international treaties to which the Russian Federation and the country of location of the foreign person are parties. , with the attachment of a duly certified translation of these documents into Russian.

1.7. The documents provided for by this Directive are signed by the person who has received the right to dispose of shares (stakes) of the NKFO, or by a person authorized by him. If 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 the shares (stakes) of the NKFO, or a duly certified copy thereof, or another document confirming the authority of the person who signed the documents.

17 Aug 2018 2403

Registered

Ministry of Justice

Russian Federation

On standards for issuing 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 securities prospectuses

1.9. The documents provided for by these Regulations may be submitted to the registration authority in electronic form (in the form of electronic documents), signed with an electronic signature in accordance with the requirements of the Federal Law of April 6, 2011 No. 63-FZ “On Electronic Signatures” (Meeting Legislation of the Russian Federation, 2011, No. 15, Article 2036; No. 27, Article 3880; 2012, No. 29, Article 3988; 2013, No. 14, Article 1668; No. 27, Article 3463, Article 3477; 2014 , No. 26, Art. 3390). The specified documents in electronic form (electronic documents) are recognized as equivalent to documents signed with a handwritten signature and presented on paper.

1.10. The deadlines established by these Regulations are calculated from the day following the day of receipt of the relevant documents by the registering authority, and if the specified deadlines are established by these Regulations for issuing (sending) notifications based on the results of consideration of documents received by the registering authority - from the day following the day of acceptance by the registering authority the 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 end date of the specified period is the next working day following it.

1.11. In the case where, in accordance with these Regulations, it is required to submit 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 commission of a legally significant action by the registering authority, and the registering authority does not have reliable information about payment by the applicant (issuer) specified state duty in the prescribed manner, the documents submitted by the applicant (issuer) are left without consideration. In this case, the registration authority is obliged, within seven working days from the date of receipt of the documents submitted by the applicant (issuer), to send it a notification indicating the need to submit a document confirming the fact of payment of the state duty, and the passage of the time limits established by these Regulations for consideration of the documents submitted by the applicant (issuer) documents is suspended until the registration authority receives reliable information about the payment of the state duty in the prescribed manner.

1.12. The use of a seal on documents submitted in accordance with these Regulations 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, it is required to submit a copy of the minutes (extract from the minutes) of the general meeting of participants of a business company, and the specified document does not contain information on compliance with the provisions of paragraph 3 of Article 67.1 of the first part of the Civil Code of the Russian Federation (Collection of Legislation of the Russian Federation, 1994, No. 32, Article 3301) the procedure for confirming the decision (decisions) adopted by the general meeting of participants of a business company, and the composition of persons present at its (their) adoption, along with such a document a certificate must be submitted containing information about compliance with the specified procedure (another document containing information about compliance with the specified procedure). In this case, information about compliance with this procedure must include the name of the registrar who performed the functions of the counting commission, or the last name, first name, patronymic (if the latter is available) and the name of the position of the notary who certified the decision(s) made, and if the decisions were made by the general meeting participants of a limited liability company, confirmed by another method - an indication of such 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 receipt of the consent of the bondholders in the prescribed manner, and the specified consent of the bondholders cannot be obtained due to this that no bondholder has the right to vote on the relevant issue, instead of the specified document, a certificate containing relevant explanations must be submitted.

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 charter of a joint-stock company defines the procedure and conditions for the placement of authorized shares of a certain category (type), 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 the specified provisions of the charter of such a joint-stock company.

2.3. In the cases established by these Regulations, a decision on the placement of securities is not made.

3.1. The decision on the issue (additional issue) of securities, unless otherwise provided by these Regulations, is approved on the basis 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 that, in accordance with federal laws, carries out the functions of the board of directors (supervisory board) of this business company.

The decision on the issue (additional issue) of securities of a legal entity of a different organizational and legal form is approved by the highest 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 on their placement.

3.4. The requirement provided for in paragraph 3.3 of these Regulations does not apply:

in case of approval of the decision on the issue of securities placed during the establishment of a joint stock company and subject to placement during reorganization in the form of merger, division, separation and transformation, including in the form of division or separation carried out simultaneously with the merger or accession;

in cases where the decision on the issue (additional issue) of securities is re-approved by the authorized management body of the issuer in connection with the introduction of necessary changes to it after the submission of documents for state registration of the issue (additional issue) of securities and before such state registration.

3.5. One copy of the decision on the issue (additional issue) of registered securities is stored with the registrar maintaining the register of owners of such securities, one copy of the decision on the issue (additional issue) of bearer bonds with mandatory centralized storage - with the depositary maintaining the mandatory 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, in accordance with the Federal Law “On the Securities Market” or other federal laws, 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 executive body of the 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 to a commercial organization (management organization), the decision on the issue (additional issue) of securities is signed by the person holding the position (carrying out the functions) of the sole executive body of such management organization, indicating the details (number and date of conclusion ) an agreement under which the powers of the sole executive body of the issuer are transferred to her, or a representative of such a management organization acting on the basis of a power of attorney, with additional indication of the details (number and date of issue) of such a power of attorney.

3.7. In the cases provided for by these Regulations, the decision on the issue (additional issue) of securities must contain the procedure for disclosing relevant information.

In cases where, in accordance with these Regulations, a decision on the issue (additional issue) of securities contains a procedure for disclosing information, such a 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 criteria 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 company, the value of the net assets of 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 the issue (additional issue) of bonds is less than the size of the authorized capital of such a business company;

securities are bonds, the placement decision of which stipulates that they are intended for qualified investors;

securities are Russian depositary receipts certifying ownership of shares or bonds (represented securities) of a foreign issuer, in accordance with whose personal law 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 “The 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 Federation.” Federation", printed in the largest font used for the rest of the text except the title of the document.

The decision on the issue (additional issue) of securities intended for qualified investors must contain a provision that such securities can only be owned by qualified investors, except for cases provided for by the Federal Law “On the Securities Market” and regulations of the registering authority.

4.1. If the state registration of an issue (additional issue) of securities is accompanied by the registration of a prospectus of securities, the issuer has the right to apply to the registration authority with an application for preliminary consideration of the documents necessary for the state registration of such 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 registration of a securities prospectus, the following are submitted to the registration authority:

application for preliminary review 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 duty collected in accordance with the legislation of the Russian Federation on taxes and fees for the preliminary examination of documents necessary for state registration of an issue (additional issue) of securities (payment order, receipt of the established form in the case of cash payment with an attachment a document confirming the authority to make such a payment) containing the bank’s mark on the fulfillment of the obligation to pay the specified state duty;

appendices 10 - 17 to these Regulations;

securities prospectus. Requirements for the form of a securities prospectus and the composition of information included in it are established in accordance with the 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 necessary for state registration of an issue (additional issue) of securities accompanied by registration of a securities prospectus, the following may be submitted to the registration authority:

a decision on the issue (additional issue) of securities and a prospectus of securities without their approval by the authorized management body of the issuer;

the issuer's questionnaire drawn up on the date specified in the application for preliminary consideration of documents required for state registration of the issue (additional issue) of securities;

draft decisions adopted by the authorized management bodies of the issuer (authorized persons) in the event that the corresponding decisions by the authorized management bodies of the issuer (authorized persons) have not yet been adopted;

a certificate of decisions of the President of the Russian Federation, the Government of the Russian Federation, federal executive bodies, government bodies of constituent entities of the Russian Federation, local governments, other authorized government bodies, the adoption of which is required for state registration of an issue (additional issue) of securities, in the event if the relevant decisions have not yet been made;

4.4. The issuer submits documents to the registration authority for their preliminary consideration in one copy, with the exception of the decision on the issue (additional issue) of securities and the prospectus of securities, which are submitted in two copies.

The texts of the issuer's questionnaire, the decision on the issue (additional issue) of securities, the list of documents, and the securities prospectus are submitted to the registration authority for preliminary consideration of these documents, also on electronic media and in a format that meets the requirements of the registration authority.

4.5. The registration authority is obliged to first review the submitted documents 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 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 registration authority about the compliance of the documents required for state registration of the 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 indicating its preliminary consideration.

4.7. If a decision is made on the non-compliance of 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 a notification from the registering authority about the non-compliance of the documents required for state registration of the 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 registration authority.

5.2. For state registration of an issue (additional issue) of securities, the following must be submitted to the registration 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 Appendices 2 - 4 to these Regulations, and in cases where, in accordance with these Regulations, state registration of a report on the results of the 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 drawn up 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) 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 on the placement of securities, indicating, if this decision was made by a collegial management body, quorum and voting results for its acceptance;

a copy (extract from) the minutes of the meeting (session) of the authorized management body of the issuer (order, instruction 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 collegial management body, quorum and voting results for its approval;

a copy of the charter (constituent documents) of the issuer in the current edition with all amendments and (or) additions made to them;

a document containing a calculation of the net asset value of a commercial organization providing guarantee for bonds, indicating the unit of measurement in which such calculation was made. The specified document must be drawn up according to the accounting (financial) statements of a commercial organization providing guarantee for bonds 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 the issue (additional issue ) bonds, and signed by the person holding the position (performing the functions) of the sole executive body of the commercial organization providing guarantee for the 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 state registration of an issue (additional issue) of securities (payment order, receipt of the established form in the case of cash payment with the attachment of a document confirming the authority to make such payment) containing the bank’s note 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 these Regulations;

5.3. For state registration of an issue (additional issue) of securities, accompanied by registration of a securities prospectus, the following must be additionally submitted to the registration authority:

securities prospectus. Requirements for the form of a securities prospectus and the composition of information included in it are established in accordance with the Federal Law “On the Securities Market”;

a copy (extract from) the minutes of the meeting (session) of the authorized management body of the issuer (order, instruction or other document of the authorized person), which approved the securities prospectus, indicating, if the securities prospectus is approved by the collegial management body, the quorum and the results of voting for his statement;

paragraph four is no longer valid;

a certificate from 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 required for the state registration of an issue (additional issue) of securities, accompanied by the registration of a securities prospectus , the registration authority decided that they did not comply with the requirements of the legislation of the Russian Federation. The specified 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 accounting (financial) statements of the issuer for the last completed financial year and for the last completed reporting period, consisting of three, six or nine months of the reporting period, is additionally submitted to the registration authority years preceding the date of submission of documents for state registration of the issue (additional issue) of bonds.

If the issuer's annual accounting (financial) statements are subject to mandatory audit, together with the submitted copy of the issuer's annual accounting (financial) statements, a copy of the auditor's report is submitted, which must comply with the requirements established by the federal auditing rules (standards). In this case, the accounting (financial) statements, in relation to which the auditor expresses an opinion on their reliability, must be attached to the auditor's 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 ( composition), an additional certificate containing the appropriate explanations is submitted, which must be signed by the chief accountant (the person performing his functions) or another official of the issuer who is entrusted with maintaining accounting records.

5.5. For state registration of an issue (additional issue) of securities, with the exception of securities subject to placement during the reorganization of legal entities in the form of merger, division, separation and transformation, including in the form of division or separation, carried out simultaneously with the merger, additionally to the registration authority a certificate from the issuer, which is a business company, is submitted regarding payment of its authorized capital, signed by the person holding the position (performing the functions) of the sole executive body of the issuer. The said certificate must contain information about the amount of the issuer's authorized capital and its payment.

5.5.1. In the case of submitting documents for state registration of an issue (additional issue) of securities and registration of a securities prospectus after their preliminary consideration, the 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 registration authority the documents required in accordance with these Regulations for the state registration of the issue (additional issue) of securities, in one copy, with the exception of the decision on the issue (additional issue) of securities and the prospectus of securities, submitted in three copies.

The texts of the issuer's questionnaire, the decision on the issue (additional issue) of securities, the list 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 registration authority for state registration of the issue (additional issue) securities also on electronic media and in a format that meets the requirements of the registration authority.

5.7. Documents for state registration of an issue (additional issue) of securities must be submitted to the registration 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 prospectus of securities - no later than one month from the date of approval of the securities prospectus, unless otherwise provided by these Regulations.

5.8. The registration authority is obliged to carry out state registration of an issue (additional issue) of securities or make a reasoned decision to refuse its state registration within the following periods.

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 the issue (additional issue) of securities and registration of the securities prospectus.

5.8.2. Within 20 days from the date of receipt by him of documents submitted in accordance with these Regulations for state registration of an issue (additional issue) of securities that is not accompanied by registration of a securities prospectus.

5.8.3. Within 10 working days from the date of receipt of 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 has eliminated all inconsistencies with the requirements of the legislation of the Russian Federation identified by the registration authority based on the results of the preliminary review of the submitted documents;

documents for state registration of an issue (additional issue) of securities and registration of a securities prospectus are submitted to the registration authority no later than three months from the date of their preliminary consideration.

5.9. In the event that not all documents provided for by these Regulations 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, regulations of the registering authority, as well as in the event of other violations that do not require a general meeting of participants (shareholders) of the issuer to be eliminated (hereinafter referred to as remediable violations), or signs of violations; the registration authority checks the accuracy of the information contained in the securities prospectus and other documents submitted for state registration of the issue (additional issue) of securities . In this case, the period provided for in subclauses 5.8.1 and 5.8.2 of clause 5.8 of these Regulations is suspended for the duration of the inspection, but not more than 30 days.

The registration authority requests documents, the submission of which is required to verify the accuracy of the information contained in the securities prospectus and other documents submitted for state registration of the issue (additional issue) of securities.

5.10. If remediable violations are identified after the end of the period provided for verifying the accuracy of the information contained in the securities prospectus and (or) other documents submitted for state registration of the issue (additional issue) of securities, the registering authority makes a decision to suspend the issue of securities. In case of verification of the accuracy of the information contained in the securities prospectus 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 a corresponding notification indicating the violations committed (signs of violations), the deadline for their elimination (if violations are identified) and (or) the need for the issuer to submit corrected documents.

If remediable violations are identified after the registration authority makes a decision to suspend the issue of securities, the registration authority sends the issuer a corresponding notice indicating the violations committed, the deadline for their elimination, and the need for the issuer to submit corrected documents.

When the issuer submits corrected documents to the registration authority, only those documents to which changes have been made are submitted. These documents are submitted in the number of copies established by these Regulations, with a covering letter and a list of the documents to be submitted.

5.11. The registration authority is responsible only for the completeness of the information contained in the documents submitted for state registration of the issue (additional issue) of securities, but not for their accuracy.

5.12. If, 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 registration authority 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 state registration of an issue (additional issue) of securities, the registration authority is obliged, within three working days from the date of the relevant decision, to issue (send) to the issuer:

notification of the registration authority about the state registration of the 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 registration authority is obliged, within three working days from the date of adoption of the corresponding decision, to issue (send) to the issuer a notice of refusal to state registration of the issue (additional issue) of securities containing the grounds refusal.

5.15. The decision to refuse state registration of an issue (additional issue) of securities is made by the registration authority 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 allowing one to conclude that the conditions for the issue and circulation of securities are inconsistent with the legislation of the Russian Federation and the non-compliance of the conditions for issuing securities with the legislation of the Russian Federation on securities;

non-compliance of the documents submitted for state registration of an issue (additional issue) of securities or registration of a securities prospectus, and the composition of the information contained therein, with the requirements of the Federal Law “On the Securities Market”, these Regulations, and regulations 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 in the securities market who signed the securities prospectus with the established requirements;

inclusion in the prospectus of securities or a decision on the issue (additional issue) of securities (other documents that are the basis for state registration of the issue (additional issue) of securities) of 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 issuing joint stock company (except for the issue(s) of shares placed upon its establishment);

before state registration of reports (submission of notifications to the registration authority) 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 conversion into of securities convertible into such shares) and before appropriate changes are made to the charter of the issuing joint stock company;

before state registration in the charter of the joint stock company - issuer, provisions on the par value and 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 company;

if the amount of nominal values ​​or the amount of obligations on the placed bonds of the issue (additional issue) exceeds the limit on the volume of bond issue established in the charter (constituent documents) of the bond issuer;

before the state registration in the charter of the joint stock company - the issuer of provisions on the nominal value, quantity, as well as on the rights to the declared shares of the relevant categories (types) into which the bonds are converted (in the case of placement of bonds convertible into shares).

5.18. State registration of the issue (additional issue) of the issuer's options cannot be carried out:

until full payment of the authorized capital of the issuing joint stock company;

before the state registration in the charter of the joint stock company - the issuer of provisions on the par value, quantity, as well as on the rights to declared shares of the relevant categories (types), the right to purchase 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 in cases of simultaneous state registration of two or more additional issues of ordinary shares or two or more additional issues preferred 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 allotment carried out simultaneously with the merger.

5.20. If state registration of an issue (additional issue) of securities is refused, the documents submitted for state registration of the issue (additional issue) of securities will not be returned.

6.1. An identification number is assigned to an issue (additional issue) of securities, which is in accordance with the Federal Law “On the Securities Market” or the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (Collected Legislation of the Russian Federation, 1996, No. 1 , Art. 1; No. 25, Art. 2956; 1999, No. 22, Art. 2672; 2001, No. 33, Art. 3423; 2002, No. 12, Art. 1093; No. 45, Art. 4436; 2003, No. 9 , Art. 805; 2004, No. 11, Art. 913; No. 15, Art. 1343; No. 49, Art. 4852; 2005, No. 1, Art. 18; 2006, No. 1, Art. 5, Art. 19; No. 2, Art. 172; No. 31, Art. 3437, Art. 3445, Art. 3454; No. 52, Art. 5497; 2007, No. 7, Art. 834; No. 31, Art. 4016; No. 49, Art. 6079; 2008, No. 18, Art. 1941; 2009, No. 1, Art. 23; No. 19, Art. 2279; No. 23, Art. 2770; No. 29, Art. 3642; No. 52, Art. 6428; 2010, No. 41, Art. 5193; No. 45, Art. 5757; 2011, No. 1, Art. 13, Art. 21; No. 30, Art. 4576; No. 48, Art. 6728; No. 49, Art. 7024, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3267; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 14, Art. 1655; No. 30, Art. 4043, Art. 4084; No. 45, Art. 5797; No. 51, Art. 6699; No. 52, Art. 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 specified bonds, registration of the prospectus of the specified bonds, state registration of the report (submission by the issuer to the registration authority of a notification) about the results of the issue (additional issue) of the specified 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 the specified bonds, registration of the prospectus of the specified bonds, state registration of the report (submission by the issuer to the registration authority of a notification) about the results of the issue (additional issue) of the specified bonds;

the issue of securities placed during the reorganization of a joint stock company in the form of division or separation in the event that such division or separation is carried out simultaneously with a merger or accession;

the 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 met, if the issue of such Russian depositary receipts, by decision (discretion) of their issuer, is carried out without state registration of the issue of Russian depositary receipts and registration of a prospectus for Russian depositary receipts.

6.2. An identification number is assigned:

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 in the event that such division or separation is carried out simultaneously with a merger or accession - by the registering authority.

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 depositary receipts, as well as features associated with assigning an identification number to an issue (additional issue) of exchange-traded bonds, an issue of Russian depositary receipts, are determined by Sections VIII and these Regulations respectively.

The list of documents submitted to the central depository for assigning an identification number to the issue (additional issue) of commercial bonds, as well as the features associated with assigning an identification number to the issue (additional issue) of commercial bonds are determined by Section VIII of these Regulations.

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 related to the assignment of an identification number to an issue (additional issue) of exchange-traded or commercial bonds placed within the framework of the exchange-traded or commercial bonds program are determined by Section VI.1 of these Regulations.

6.4. List of documents submitted to the registration authority for assigning an issue of securities placed during the reorganization of a joint stock company in the form of division or separation in the event that such division or separation is carried out simultaneously with a merger or accession, as well as features associated with assigning an identification number to the issue of these securities numbers are determined by Chapter 56 of these Regulations.

6.5. The procedure and deadline for the exchange to make a decision on assigning an identification number to issues (additional issues) of exchange-traded bonds and issues of Russian depositary receipts are determined by the rules of the exchange.

The procedure and deadline for the central depository to make a decision on assigning 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:

carrying out transactions aimed at alienating securities to their first owners;

making credit entries on personal accounts (custody accounts) of the first owners (in the case of placement of registered securities or certified 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 state registration of their issue (additional issue), unless otherwise established 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 prospectus of securities after the start of the placement of securities and before its completion, the issuer from the moment the decision to make such changes is made by the authorized management body of the issuer, and if such changes affect conditions determined by the decision on the placement of securities - from the moment the authorized management body of the issuer makes 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 to the decision on the issue (additional issue) of securities or the adoption of a decision to refuse registration of such changes, and if the state registration of the issue (additional issue) of securities was accompanied by registration of their prospectus - from the date disclosure by the issuer of information on the resumption of placement of securities.

7.7. In the event that not a single security of an issue (additional issue) is placed, such issue (additional issue) of securities is recognized by the registration authority as failed, and its state registration is cancelled.

8.1. The issuer submits to the registration authority a report on the results of the issue (additional issue) of securities, and if the conditions provided for in paragraph 2 of Article 25 of the Federal Law “On the Securities Market” are met, it has the right, instead of a report on the results of the issue (additional issue) of securities, to submit a notification about results of the issue (additional issue) of securities.

A report (notification) on the results of the issue (additional issue) of securities is submitted by the issuer to the registration authority no later than 30 days after the end of the period for placement of securities 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. If a report on the results of the issue (additional issue) of securities is submitted to the registration authority before the end of the period for 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 party. authority without consideration, except for the following cases:

placement of all securities of the issue (additional issue) before the expiration of the period for placement of securities;

placement of securities of an issue (additional issue) through a 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 acquire 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 place shares consists of shareholders of the issuer who refuse to acquire all or part of the shares of the issue (additional issue) subject to placement in accordance with the shareholders agreement concluded by them ;

refusal of the issuer to place 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 these Regulations, a report on the results of the issue of securities is submitted to the registration authority simultaneously with the documents submitted for state registration of the issue of securities.

8.4. If a notice of the results of the issue (additional issue) of securities is submitted to the registration authority before the end of the period for placement of securities specified in the registered decision on the issue (additional issue) of securities, such notice of the results of the issue (additional issue) of securities is returned to the issuer by the registering party. authority, together with a notice of the need to submit to the registering authority a notice of the results of the issue (additional issue) of securities after the expiration of the period for placement of securities, except in the case of placement of all securities of the issue (additional issue) before the expiration of the period for placement of securities.

8.5. If a notification on the results of the issue (additional issue) of securities is submitted to the registering authority if the conditions provided for in paragraph 2 of Article 25 of the Federal Law “On the Securities Market” are not met, such notification on the results of the issue (additional issue) of securities is returned to the issuer by the registering authority together with notification of the need to submit a report on the results of the issue (additional issue) of securities to the registration authority.

8.6. A notice of the results of the issue (additional issue) of securities returned to the issuer in the cases specified in clauses 8.4 and 8.5 of these Regulations is not considered submitted to the registration authority.

8.7. A report (notification) on the results of the 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 makes a decision on this issue not within the competence of the collegial executive body or the board of directors (supervisory board) of this business company. Moreover, in the case when the charter of a business company includes within the competence of its collegial executive body or board of directors (supervisory board) the adoption of a decision on the issue of approving a report (notification) 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 (notification) on the results of an additional issue of securities, except for the case when the charter of such a business company does not directly establish otherwise, including making a decision on this issue is directly within the competence of its sole executive body.

A report (notification) on the results of the 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 established by federal laws or the charter (constituent documents) of the legal entity.

8.8. The report (notification) 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 with the seal of the issuer. By signing the report (notification) 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 (notification) 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 (management organization), the report (notification) on the results of the issue (additional issue) of securities is signed by the person holding the position (carrying out the functions) of the sole executive body of such management organization, indicating the details ( number and date of conclusion) of the agreement under which the powers of the sole executive body of the issuer are transferred to her, or by a representative of such a management organization acting on the basis of a power of attorney, with additional indication of the details (number and date of issue) of such power of attorney.

8.9. Persons who signed or approved the report (notification) on the results of the issue (additional issue) of securities (who voted for approval of the report (notification) 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 unreliable, incomplete and (or) misleading information contained in the report (notification) 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 the issue (additional issue) of securities, the following are submitted to the registration authority:

an application for state registration of a report on the results of the issue (additional issue) of securities, drawn up in accordance with Appendix 21 to these Regulations, and in the case where, 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 papers - drawn up in accordance with Appendix 5 to these Regulations;

a 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) 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 approve the report on the results of the issue (additional issue) of securities, indicating if this decision was made collegial governing body, quorum and voting results for its adoption;

paragraph five is no longer valid;

paragraph six is ​​no longer valid;

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 entities of strategic importance for ensuring the defense of the country and the security of the state” (Collection of 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 company , having strategic importance for ensuring the defense of the country and the security of the state, if such transactions are permitted subject to the specified decision on their preliminary approval;

a document containing a calculation of the value of the net assets of a commercial organization that provided guarantee for bonds, indicating the unit of measurement in which such calculation was made. The specified document must be drawn up on the date the first owner of the bonds acquired the rights to the bonds (the date of making the first credit entry in the personal account (custody 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 owner 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) the minutes of the meeting (session) of the issuer's authorized management body ( order, instruction or other document of an authorized person) by which a decision was made to refuse to place securities, indicating, if this decision was 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 collected in accordance with the legislation of the Russian Federation on taxes and fees for state registration of a report on the results of the issue (additional issue) of securities (payment order, receipt of the established form in the case of cash payment, attaching a document confirming the authority to make such a payment) containing the bank’s note on the fulfillment of the obligation to pay the specified state duty (except for cases where, according to these Regulations, 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);

a list of 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 a 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 about the fact that the specified documents have previously been submitted for state registration of the issue (additional issue) of the issuer's securities. The specified 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 registration authority 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, with the exception of the report on the results of the issue (additional issue), provided in three copies.

The texts of the report on the results of the issue (additional issue) of securities and the list of documents are also submitted to the registering authority on electronic media and in a format that meets the requirements of the registering authority.

8.12. The registration authority is obliged to carry out state registration of a 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 in accordance with these Regulations.

8.13. In the event that not all documents provided for by these Regulations 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, regulations of the registering authority, as well as in the event of other violations being identified (for With the exception of violations of the requirements of the legislation of the Russian Federation committed by the issuer during the issue of securities, which cannot be eliminated otherwise than by withdrawing from circulation the securities of the issue (additional issue), the registering authority makes a decision to suspend the issue of securities. In this case, the registering authority sends the issuer with a corresponding notification indicating the violations committed, the deadline for their elimination, the need for the issuer to submit corrected documents.In case of violations (except for violations of the requirements of the legislation of the Russian Federation committed by the issuer during the issue of securities, which cannot be eliminated otherwise than through withdrawal from circulation of securities of an issue (additional issue), after making a decision to suspend the issue of securities, the registration authority sends the issuer a corresponding notice indicating the violations committed, the deadline for their elimination, and the need for the issuer to submit corrected documents.

When the issuer submits corrected documents to the registration authority, only those documents to which changes have been made are submitted. These documents are submitted in the number of copies established by these Regulations with a covering letter and a list of the documents to be submitted.

8.14. If a decision is made on state registration of a report on the results of an issue (additional issue) of securities, the registration authority is obliged, within three working days from the date of the relevant decision, to issue (send) to the issuer:

notification of the registration authority 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 registration authority is obliged, within three working days from the date of the relevant decision, to issue (send) to the issuer a notice of refusal to state registration of a report on the results of the 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 of the requirements of the legislation of the Russian Federation during the issue of securities, which cannot be eliminated otherwise than by withdrawing the securities of the issue (additional issue) from circulation, including in the following cases:

violation of the placement conditions provided for by the registered decision on the issue (additional issue) of securities;

failure by the issuer to comply with established requirements for disclosure of information on the issue (additional issue) of securities;

violation by the issuer of the deadline for submitting to the registration body a report on the results of the issue (additional issue) of securities established by clause 8.1 of these Regulations (except for the report on the results of the issue of shares placed upon 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 merger, division, spin-off and transformation, including in the form of a merger that is carried out simultaneously with the division or spin-off).

8.16.2. Failure by the issuer to comply with the requirements of the registration 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 were 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. If the state registration of the report on the results of the issue (additional issue) of securities is refused, the documents submitted for the state registration of the report on the results of the issue (additional issue) of securities are not returned.

8.18. In case of refusal of state registration of a report on the results of an issue (additional issue) of securities, such issue (additional issue) is recognized as invalid and its state registration is cancelled.

8.19. The specifics of submitting a notice of the results of the issue (additional issue) of securities are established by Chapter 25 of these Regulations. If a notification on the results of the issue (additional issue) of securities is submitted to the registration authority in accordance with these Regulations, the submission and state registration of the report on the results of the issue (additional issue) of securities are not carried out.

8.20. Submission to the registration authority of a report (notification) on the results of the issue (additional issue) of securities is not carried out:

in the case of the issue of exchange-traded bonds - by decision (discretion) of the issuer of exchange-traded bonds;

in the case of the issue of securities of a joint stock company created as a result of division or spin-off, if such division or spin-off is carried out simultaneously with a merger or accession;

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 make changes to the decision on the issue (additional issue) of securities and (or) to the securities prospectus.

9.2. Changes to the decision on the issue (additional issue) of securities and (or) to the securities prospectus may be made after the state registration of the issue (additional issue) of securities and (or) registration of the securities prospectus, respectively, and before the redemption of all securities of the relevant issue ( additional release).

9.3. Changes to the decision on the issue (additional issue) of securities and (or) to the securities prospectus 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 securities prospectus, respectively.

If 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 responsible for making the decision on the placement of the relevant securities.

9.4. If changes to the decision on the issue (additional issue) of bonds are made after the placement of bonds, such changes, with the exception of changes related to the replacement of the bond issuer during its reorganization, are carried out with the consent of the bond owners, obtained in the manner established by federal law.

9.5. If the state registration of an issue (additional issue) of securities is accompanied by the registration of a securities prospectus and changes to the decision on the issue (additional issue) of securities are made before the completion of the placement of securities, the introduction of such changes must be accompanied by the introduction of similar changes in content to the securities prospectus .

9.6. If the 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, with the exception of changes made to the securities prospectus, which are provided for in clause 9.7 of these Regulations.

9.7. If, after registration of the securities prospectus and before the start of their placement, the issuer has compiled accounting (financial) statements for the corresponding 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 changes must be made to reflect these circumstances. Such changes are not subject to state registration by the registering authority, and the information contained in them must be disclosed before the start of the placement of securities in the same manner as the information contained in the securities prospectus is disclosed.

The provision of this paragraph does 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. Approval of the 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. Assigning 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 the issue (additional issue) of securities or submission to the registration authority of a notification on the results of the issue (additional issue) of securities Section II. Amendments to the decision on the issue (additional issue) of securities and (or) to the securities prospectus Chapter 9. General provisions on amendments to the decision on the issue (additional issue) of securities and (or) to the securities prospectus Chapter 10. Features 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 placing securities Chapter 11. Features of making changes to the decision on the issue (additional issue) of securities in terms of replacing the issuer of bonds when its reorganization

08.02.2018
Events. The Central Bank adjusted the dictionary. New concepts have appeared in the Bank of Russia program document. Yesterday, the Bank of Russia released a policy document describing plans for the development and application of new technologies in the financial market in 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 “end-to-end identifier”. Experts note that these areas have been successfully developing in Europe for a long time.

08.02.2018
Events. The State Duma issued capital a pass to Russia. It was decided to repeat the one-time business amnesty. The Russian State Duma 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 business. Since the attractiveness of the Russian jurisdiction and trust in its law enforcement officers have not increased over the past two years, the bet is now 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 tailored to fit the figure. Business and authorities compared approaches to reform. The results and prospects for the reform of control and supervisory activities were discussed yesterday by representatives of the business community and regulators as part of the “Russian Business Week” under the auspices of the Russian Union of Industrialists and Entrepreneurs. Despite a 30% decrease in the number of scheduled inspections, businesses complain about the administrative burden and call on the authorities to respond more quickly to proposals from entrepreneurs. The government, in turn, plans to revise mandatory requirements, reform the Code of Administrative Offences, digitalization and acceptance of reporting in the “one window” mode.

07.02.2018
Events. Transparency will be added to issuers. But investors are waiting for additions to shareholder meetings. 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 enshrine these obligations in the document. In addition, in their opinion, the exchange should pay attention to the disclosure of information for shareholder meetings, which is the most sensitive issue in the relationship between issuers and investors.

07.02.2018
Events. The Central Bank of Russia will read the advertising carefully. The financial regulator has found a new field for supervision. Not only the Federal Antimonopoly Service, but also the Central Bank will soon begin to evaluate the integrity of financial advertising. Starting this year, as part of behavioral supervision, the Bank of Russia will identify advertisements of 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 in the financial market, experts say, but the procedure for applying supervisory measures of the Central Bank in the new area has not yet been described.

06.02.2018
Events. Not by accent, but by passport. Foreign investments under the control of Russians will remain without international protection in the spring. A government bill depriving investments of foreign companies and persons with dual citizenship controlled by Russians from the protection of the law on foreign investment, in particular, guarantees of freedom to withdraw profits, will be adopted by the Russian State Duma in early March. The document does not recognize investments through trusts and other fiduciary institutions as foreign. The White House is still ready to consider structures controlled by Russians that invest in strategic assets in the Russian Federation as foreign investors - but for them, as before, this only means the need to approve transactions with the Foreign Investment Commission.

06.02.2018
Events. Government agencies are not given banks. FAS Russia intends to limit the expansion of the public sector in the financial market. The Federal Antimonopoly Service has developed proposals to limit purchases of banks by 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 national 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 inspections. Online auditing, until now a side branch of this business, which was mainly carried out by unscrupulous companies, has received support at the state level. The Internet Initiatives Development Fund invested 2.5 million rubles in the AuditOnline company, thus recognizing the promise of this area. However, market participants are confident that online audits have no legitimate future - remote audits contradict international auditing standards.

05.02.2018
Events. It is recommended to refrain from legal transactions. The Central Bank of Russia considered “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 regulator’s letter are within the legal framework, so the Central Bank limited itself to recommendations. But in fact, the regulator is testing the use of motivated judgment, the right to use of which has not yet been approved by law.

05.02.2018
Events. The absorption will be less entertaining. The Central Bank of Russia is encouraging 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 create 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 incentive measures will be required.

The new Regulations of the Bank of Russia on standards for issuing securities did not make significant changes to the provisions on the issue of shares; most of the innovations concern the procedure for a new type of bonds backed by cash or the issuance of bonds with collateral with different priorities for the fulfillment of obligations. These innovations are due to the entry into force on July 1, 2014 of changes in civil legislation introduced by Federal Law No. 379-FZ of December 21, 2013.

New Regulations on standards for issuing 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 securities prospectuses, approved by the Bank of Russia on August 11, 2014 No. 428-P ( hereinafter referred to as the Regulations), will come into force on October 17, 2014 and will replace the previously existing emission standards approved by Order of the Federal Financial Markets Service of Russia dated July 4, 2013 No. 13-55/pz-n.

The adoption of the new Regulations is due to changes made to the Civil Code of the Russian Federation and the legislation on the securities market, affecting, among other things, the specifics of issuing bonds in connection with the adoption of Federal Law No. 379-FZ of December 21, 2013 “On Amendments to Certain Legislative Acts of the Russian Federation” .

In particular, the Regulations provide for the need to provide additional documents to the registering authority in such cases as state registration of an issue of bonds secured by an issuer - a specialized company, as well as during state registration of an issue of bonds secured by cash or the issue of bonds secured by a different order of fulfillment of obligations .

The list of information indicated in the decision to issue bonds with collateral has also been expanded (in particular, if the subject of the collateral is monetary claims).

From the date of entry into force of the Regulations, the relevant questionnaires of issuers, applications for state registration of issues, notifications, reports, certificates and decisions (as well as changes made to them) must be drawn up in accordance with the Appendices to the Regulations.

It should be remembered that this Regulation does not apply to the issue of state and municipal securities, as well as to the issue of bonds of the Bank of Russia. And when credit institutions issue shares, bonds, or options of the issuer, the document is used taking into account the instructions of the Bank of Russia dated December 27, 2013 No. 148-I.

Issue of bonds with pledge of monetary claims

Let us recall that on July 1, 2014, two articles came into force: Art. 27.3-1, which provides for the specifics of securing obligations from bonds with pledge of monetary claims, and Art. 27.5-6, which establishes the features of secured bonds with different priorities for fulfilling obligations.

According to these norms, the subject of collateral for secured bonds can only be monetary claims belonging to the issuer of such bonds. The subject of the pledge cannot be monetary claims encumbered by a pledge or other rights of third parties.

In addition, monetary claims that are the subject of pledge on the issuer's bonds cannot become the subject of another pledge to secure other claims (subsequent pledge). The exception is the subsequent pledge of claims of bondholders of other issues of the same issuer and claims of creditors under the issuer's agreements, if an indication of the security of these claims is contained in the terms of the issuer's bonds.

Amounts of money received by the pledgor from his debtors to fulfill obligations, monetary claims for which are the subject of pledge on bonds, are subject to crediting to the pledge account, the bank details of which are indicated in the terms of the bond issue (clause 4 of article 27.3-1 of the Law on the Securities Market papers).

The terms of the issue of bonds with collateral may provide for the right of the pledgor, who is the issuer of such bonds, to acquire monetary claims similar to the monetary claims that are specified as the subject of collateral in the terms of the issue of such bonds, without the consent of their owners, at the expense of the amounts in the collateral account. In this case, the criteria for monetary claims that the issuer has the right to acquire must be determined by the terms of the issue of bonds with collateral. In this case, the monetary claims acquired by the issuer are considered to be pledged by the owners of the secured bonds from the moment the rights to the specified monetary claims are transferred to the issuer.

The issuer of collateralized bonds also has the obligation to keep track of the monetary claims pledged under the bonds and the amounts credited to the collateral account or to entrust such accounting to the credit institution in which the collateral account is opened. Requirements for the procedure for carrying out such accounting are established by regulations of the Bank of Russia (clause 8 of Article 27.3-1 of the Law on the Securities Market).

In this regard, according to the new issuance standards, a decision on the issue (additional issue) of bonds secured by monetary claims must contain information about the obligations from which the pledged monetary claims arise, and about the debtors of the pledgor - issuer for such obligations.

The decision to issue bonds with such security must also contain:

• an indication that the issuer is the pledgor. If, on the date of approval of the decision on the issue (additional issue) of bonds with collateral secured by monetary claims, the monetary claims constituting the subject of collateral, which are not future monetary claims, have not become the property of the issuer, this circumstance is additionally indicated and the period (estimated period) of the transfer (assignment) is disclosed ) such monetary claims. In this case, the specified period cannot be later than the date of commencement of placement of bonds secured by monetary claims, provided for by the decision on their issue (additional issue);
• bank details of the collateral account to which the sums of money received by the pledgor-issuer from his debtors to fulfill obligations, monetary claims for which are the subject of collateral on bonds, are to be credited;
• information about prohibitions and restrictions on the disposal of funds in the pledge account, and if the corresponding restrictions are established in relation to a hard sum of money (we are talking about an amount in respect of which the mortgagor-issuer does not have the right, without the written consent of the pledge holders - bond holders, to give instructions to the bank, as a result of the execution of which the amount of funds in the collateral account will become lower than the specified fixed monetary amount, and the bank does not have the right to execute such orders) - the amount of such amount or the procedure for determining it, as well as an indication of the possibility of reducing the size of the fixed monetary amount in proportion to the executed part of the cash secured by the collateral bond obligations requirements;
• an exhaustive list and maximum amount of payments for which the issuer has the right to use the amounts of money credited to the collateral account, or an indication that the amounts of money credited to the collateral account are used by the issuer only to fulfill obligations under the bonds or make payments in accordance with the requirements federal laws;
• criteria for monetary claims that the issuer has the right to acquire without the consent of bondholders at the expense of the funds on the pledge account, or an indication that such a right of the issuer is not provided for (clause 21.21.5 of the Regulations).

In addition, the decision on the issue (additional issue) must contain information about insurance of the risk of losses associated with failure to fulfill obligations under the pledged monetary claims (name of the insurer, policyholder and beneficiary, their location, amount of the insured amount, description of the insured event, number, date conclusion and validity period of the insurance contract), if any.

If the subject of the pledge for bonds is a set of monetary claims or future monetary claims, information about the obligations from which the pledged monetary claims arise and about the debtors of the pledgor can be indicated in a general way, that is, through data that makes it possible to individualize the pledged monetary claims and identify persons who are or at the time of foreclosure on the collateral will be debtors for these obligations (paragraph 3, clause 21.21.1 of the Regulations).

Bonds with different order of execution of monetary obligations

Amendments to the Securities Market Law also provide for the possibility of establishing different priorities for the execution of monetary obligations from bonds of different issues or contracts concluded by the issuer, and the execution of which is ensured by the same collateral.

In this case, the fulfillment of obligations of the next priority that are due for execution is permitted only after the proper fulfillment of the obligations of the previous priority that are due.

The terms of the issue of such bonds must contain information about other bond issues and (or) agreements concluded by the issuer and the obligations under which are secured by the same security, and information about the obligations of each stage (clause 1 of Article 27.5-6 of the Law on the securities market).

In addition, the decision to issue such bonds must contain an indication of whether the established order of execution of obligations with the same security applies to the amount of penalties, other penalties, as well as losses payable to bondholders in accordance with the terms of their issue and (or) creditors in accordance with the terms of agreements concluded by the issuer.

At the same time, as stated in the Regulations, if a priority is established, the fulfillment of obligations of the next priority with the due date for execution is allowed only after the proper fulfillment of the obligations of the previous priority with the due date for execution.

The established order of fulfillment of obligations is applied when fulfilling obligations at the expense of the provided collateral, including when foreclosure on the collateral and (or) receiving funds at the expense of the provided collateral, as well as in the case of early repayment of bonds and (or) early execution of monetary obligations under concluded issuer agreements (clause 21.27 of the Regulations).

Replacement of the bond issuer - a specialized company

In accordance with the new edition of the Law on the Securities Market, specialized companies include a specialized financial company and a specialized project finance company. The goals and subject of activity of a specialized financial company are the acquisition of property rights to demand performance from debtors of payment of funds under credit agreements, loan agreements and (or) other obligations, including rights that will arise in the future from existing or future obligations, the acquisition of other property related with acquired monetary claims, including under leasing agreements and lease agreements, and issuing bonds secured by the pledge of these monetary claims.

Federal Law No. 127-FZ of October 26, 2002 “On Insolvency (Bankruptcy)” (hereinafter referred to as the Bankruptcy Law) was supplemented with paragraph 3 on July 1, 2014, containing the procedure and features of bankruptcy of a specialized company and a mortgage agency.

So, according to the new Art. 230.1 of the Bankruptcy Law, an application to declare a specialized company bankrupt is submitted by a representative of the bondholders of the specialized company (hereinafter referred to as the representative of the bondholders) based on the decision of the general meeting of bondholders.

In the case of the issue of bonds with one collateral security of two or more issues, an application for declaring a specialized company bankrupt is submitted by a representative of the bondholders on the basis of a decision of the general meeting of bondholders of the issue, in respect of which, in accordance with the terms of the bond issue, the fulfillment of obligations is carried out primarily in relation to the bonds other issues of such a specialized society. A decision of the general meeting of bondholders of other issues is not required.

The application of a representative of bondholders to declare a specialized company bankrupt shall be accompanied by the minutes of the general meeting of bondholders and a duly certified copy of the decision to issue bonds.

Supervision, financial recovery and external management do not apply in the event of bankruptcy of a specialized company. Creditors have the right to present their claims to the specialized company within a month from the date of inclusion of information about declaring the specialized company bankrupt and about the opening of bankruptcy proceedings in the Unified Federal Register of Bankruptcy Information. The claims of secured creditors are satisfied within the framework of the claims of third-priority creditors with the features provided for by the Law.

In addition, if the arbitration court makes a decision to declare a specialized company - the issuer of bonds secured by a pledge, bankrupt and to initiate bankruptcy proceedings, all obligations under such bonds can be transferred to another specialized company with the consent of the bond owners through a decision made by the general meeting of bond owners.

The Bank of Russia in the new Regulations, in this case, provided for the submission of additional documents to register changes in the decision on the issue (additional issue) of bonds with the security of the issuer - a specialized company when replacing such an issuer in the event of its bankruptcy (clause 9.10 of the Regulations).

In particular, you will additionally need to provide:

• a copy (extract from) the minutes of the general meeting of bondholders, which decided to agree to replace the issuer - a specialized company declared bankrupt by an arbitration court in accordance with the legislation of the Russian Federation on insolvency (bankruptcy);
• a copy (extract from) the minutes of the meeting of creditors of the specialized company, which decided to apply to the arbitration court with a petition to transfer the property constituting the collateral for the bonds of the specialized company to the new issuer of such bonds;
• a copy of the arbitration court ruling to satisfy the petition of the meeting of creditors of the specialized company and to transfer the property constituting the collateral for the bonds of the specialized company to the new issuer of such bonds, along with the obligations under the specified bonds.

In addition, the decision to issue bonds of a specialized company may provide that the claims of bondholders not satisfied at the expense of funds received as a result of the sale of pledged monetary claims upon foreclosure, and in the case of provision of other security - at the expense of such security, are considered redeemed (clause 21.26 of the Regulations).

For your information

In addition to the above-mentioned features, the existing Regulations do not contain any fundamental innovations, however, when applying it, you should be careful, for example, with the timing of the registration authority sending a notice of registration of an issue (additional issue) of securities. If previously this period was three days, now the Bank of Russia has corrected this oversight, clarifying that we are talking about working days (see clauses 5.13, 5.14 of the Regulations). This Regulation does not contain the specifics of the issue of commercial bonds and bonds issued under the bond program introduced by Federal Law No. 218-FZ of July 21, 2014 “On Amendments to Certain Legislative Acts of the Russian Federation.”

The essence of the bond program is that the decision to issue bonds must consist of two parts - the first, containing the general rights, conditions of the issues and the rights of bond holders (bond program), and the second, containing the specific conditions of individual bond issues.

The mentioned program can only be applied to documentary bonds, with mandatory centralized storage without collateral, while such bonds should not provide their owners with rights other than the right to receive the nominal value and interest thereon, and payment of the nominal value and interest on such obligations is carried out only in cash.

Thus, the bond program should contain:

• full name of the issuer and its location;
• the date of the decision to approve the bond program, which is the decision to place bonds within the bond program, and the name of the authorized body of the issuer that made the decision to approve the bond program;
• the rights of bondholders, determined in a general way;
• the maximum amount of nominal values ​​of bonds that can be placed under the bond program;
• maximum maturity of bonds placed under the bond program; n the duration of the bond program (the period during which the terms of a separate bond issue within the bond program may be approved);
• the signature of the person performing the functions of the issuer's executive body and the issuer's seal. Further, based on the bond program, the issuer approves a separate decision for each issue. If a securities prospectus was registered simultaneously with the bond program, registration of the prospectus is no longer required for each individual bond issue (Clause 9, Article 27.5-2 of the Securities Market Law).

Main feature: unlike the general procedure, in this case the approval of a separate issue is carried out by the general director of the issuer, and not by the board of directors or the general meeting of shareholders.

State registration of the bond program is carried out according to the standard rules provided for the issue of bonds. The registration period for each specific issue is ten working days, in the case of registration of a prospectus - 30 working days.

Commercial bonds are essentially an analogue of exchange-traded bonds, and their distinctive feature is that the issue of commercial bonds is registered by the Central Depository (and not by the exchange, as is the case with exchange-traded bonds). And the bonds themselves can only be placed by private subscription (Article 27.5-2 of the Securities Market Law). Otherwise, the requirements for these financial documents are identical.