Equity securities have the right to issue who. What is the issue of securities. The general concept of the issue and the procedure for its implementation

The decision to issue securities is submitted in three copies: one to the registering authority and two to the credit institution.

The issuer or registrar, at the request of the interested person, is obliged

provide a copy of the placement decision for a fee.

To register an issue of securities, the bank sends the following documents to the registration authority:

• 1. Application for state registration of securities;
• 2. Signature of documents submitted to the registration authority;
• 3. Questionnaire of the credit organization;
• 4. Decision on release;
• 5. Description or sample certificate;
• 6. Copy of financial statements for the last fiscal year;
• 7. A copy of the document on payment of tax on transactions with securities;
• 8. Extract from the minutes of the general meeting of shareholders, confirming the permission to place securities.

Grounds for refusal to register the issue:

• 1. Violation by the credit institution of the legislation of the Russian Federation on securities;
• 2. Inconsistency of documents submitted for state registration of the issue, required by law;
• 3. Introducing false or inaccurate information into the decision to issue securities. Refusal for other reasons is not allowed.

If there are no claims to the documents, the Bank of Russia registers the issue of securities, that is, assigns registration number.

Documentation and accounting of transactions related to the placement of shares

The issue of the bank's own shares, that is, their issue, is subject to registration with the registration authority at the Central Bank of Russia.

• 1. Receipt of funds in payment for shares can occur only in Russian rubles (the sale of shares for foreign currency is prohibited), as well as material assets from shareholders in the form of fixed assets or inventories. Their share in the authorized capital at the time of the bank's establishment cannot exceed 20%, and in the case of a secondary issue of shares or a subsequent increase in the authorized capital, it cannot exceed 10%.
• 2. The sale of shares takes place for rubles on the basis of a share purchase and sale agreement. The sale of shares can take place in cash and non-cash.

If the payment for shares is non-cash and the correspondent / account has not yet been opened,

shareholders transfer funds from their accounts to a savings account or the bank sells shares through an intermediary company - this organization is obliged to transfer the money received for shares to the bank's savings account within three days.

3. Accounting for the registration of the results of the issue of shares before the sale of shares, declared

the size of the authorized capital, which is fixed in the constituent documents, is reflected in the off-balance sheet.

12. As the sale of shares reflected in account 60322, the nominal amount

shares are debited from the off-balance sheet account:

Dt 99999 - Kt 90601 - per S sold shares

5. The amount of funds for the subscription of shares is transferred to the correspondent account of the bank

Dt 30102 - Kt 30208 - for S funds by subscription of shares.

6. Then the issuing bank reflects the paid-in shares on the authorized capital accounts:

Dt 60322 - Kt 102-103 - depending on the type of shares

What threatens the provision of false information when issuing securities?

Answer: The inclusion of false information in documents is an independent basis for refusing state registration of an issue of securities.

What is a share placement decision?

Answer: The decision on the placement of shares is recognized as the decision of the authorized management body of the joint-stock company, which determines the conditions for the issuance of shares (securities), incl. the number of securities, the nominal value, the circle of persons among whom the placement of shares (securities) takes place, the timing of such placement, etc.

Which body of the joint-stock company is authorized to decide on the placement of shares, and is the participation of all shareholders mandatory for this?

Answer: With the exception of a number of cases, the decision on the placement of shares is made by the general meeting of shareholders. To make a decision on the placement, the presence of half of the shareholders (50% + 1 share) at the meeting is sufficient, the decision is made by a simple majority of votes.

What could be the reasons for refusal in the state registration of the issue of shares?

Answer: The following independent grounds have been established as grounds for refusing state registration of an issue of shares:

• violation of legal requirements Russian Federation about securities;
• non-compliance of documents submitted for state registration of the issue of shares (securities) with the requirements of the Federal Law “On the Securities Market” and “Standards for the Issue of Securities and Registration of Securities Prospectuses”, approved by Order of the Federal Financial Markets Service of the Russian Federation dated January 25, 2007 No. 07-4 / pz -n;
• failure to submit within 30 days at the request of the registration authority all the documents required for state registration of the issue of shares (securities);
• non-compliance of the financial consultant on the securities market, who signed the securities prospectus, with the established requirements;
• entering in the documents submitted for the state registration of the issue of shares (securities) false information or information that does not correspond to reality (inaccurate information).

Where can I appeal a refusal to state registration of a share issue?

Answer: A refusal to state registration of an issue of securities may be appealed to a higher official of the Financial Markets Service of the Bank of Russia or to the Arbitration Court.

How is the payment for shares and the valuation of property contributed by the participants of the company made? Is it necessary to invite an independent appraiser?

Answer: Payment for shares can be made both in monetary and non-monetary means by transferring them to a joint-stock company for inclusion in the authorized capital. When paying for shares (securities) with non-monetary funds, the price of such property must be established by the Board of Directors of the joint-stock company based on the market value. The involvement of an independent appraiser for this purpose is necessary due to the fact that when registering a report on the results of the issue of securities, the registering authority requires the submission of a report on the valuation of property contributed as payment for shares (securities).

Is it possible to issue additional shares in the absence of a provision on declared shares in the company's charter, and what is the procedure for amending and supplementing the charter?

Answer: No, an additional issue of shares is allowed only if the charter of the joint-stock company contains relevant provisions on the number of shares that the company can issue additionally (declared shares). Such amendments to the charter are made in accordance with the general procedure by a decision of the general meeting of shareholders.

How is the distribution of additional shares among the participants of the company and is it possible to change the shares of shareholders in the authorized capital of the company?

Answer: The current legislation provides for various ways of placing additional shares (securities), including by subscription and by distribution among shareholders. Without going into details, we can say that shares (securities) of the additional issue can be distributed among shareholders in proportion to their share (i.e. the share of shareholders does not change), or can be distributed only to individual shareholders and / or third parties, which will entail a change in the shares of shareholders. It should be noted that in a number of cases a pre-emptive right to acquire additional shares (securities) is provided.

What is the issue of shares carried out by their conversion, and how in this case Is there a placement of securities?

Answer: The issue of shares, carried out by conversion, is the transformation of a share with one characteristic into a share (shares) with another characteristic. The conversion can be carried out in the form of a change in the nominal value of shares (there is a change in the size of the authorized capital), a change in the number of shares, i.e. several shares are converted into one (consolidation) or one share is divided into several (split). In the last two cases, there is no change in the size of the authorized capital, i.e. the nominal value of shares after conversion depends on the ratio of their number to the authorized capital. For example, the authorized capital of a company is 10,000 rubles and is divided into 100 shares of 100 rubles each. Suppose a company decided to consolidate shares and make one out of two shares. Thus, after the conversion, the authorized capital of the company will be the same 10,000 rubles, but will be divided into 50 shares of 200 rubles each. As well as the method of conversion, it is possible to change the rights of certified shares. The placement of securities takes place on the same day by performing an operation in the register (information about old shares is changed to information about new shares).

What are the consequences of losing the register of participants in the company and is it possible to issue additional shares before its final restoration?

Answer: The register of shareholders is the only document certifying the ownership of shareholders to their shares. Accordingly, the loss of the register of shareholders means the impossibility of reliably fixing the composition of shareholders and the number of shares owned by them. The foregoing makes it impossible for the general meeting of shareholders to make decisions until the register is restored. It is also impossible to place securities until the specified moment, because. placement of securities takes place exclusively through operations in the register of shareholders.

In what cases is the issue of shares (securities) accompanied by the registration of a prospectus?

Answer: The issue of shares is accompanied by the mandatory registration of a securities prospectus in cases where the shares are placed by open subscription or by closed subscription among a circle of persons exceeding 500 people, and also if the amount of funds raised during the year is more than 200 million rubles. At the discretion of the issuer, the issue of securities may be accompanied by the registration of a prospectus and without compliance with these conditions.

Are there any restrictions on the number of shares issued?

Answer: The current legislation establishes a limit on the number (percentage) of preferred shares issued - the par value of all preferred shares should not exceed more than 25 percent of the authorized capital. There are no other restrictions.

What are the consequences of denial of state registration of a report on the results of an issue (additional issue) of securities and recognition of the issue as invalid.

Answer: If the state registration of the report on the results of the issue (additional issue) of securities is refused and the issue is declared invalid, the placed securities are also recognized as invalid and cease to exist as such. Accordingly, funds or property contributed as payment for securities must be returned to the persons who paid for the securities.

Securities placed on the market and redeemed by individuals or legal organizations. The funds received are used in accordance with the declared purpose.

Options

The issue and placement of securities is carried out in accordance with the requirements of the current legislation and is under the control of state bodies. Regulatory control reduces the risk of fraud by unscrupulous firms and companies

Emission options:

• Primary release is used at the initial stage of development of a company or enterprise. A legal entity starting a commercial activity places on shares or bonds in order to raise borrowed funds.
• Additional issue - in the course of work, the company can re-place securities on the market.
• The distribution of shares also refers to the concept of emission. It is carried out after the registration of a legal entity and in the course of its activities.
• Closed subscription - distribution of securities among a limited number of persons
• Open subscription - shares, like , are freely available.

In order to avoid difficulties and problems during the issue and placement of securities, underwriters are involved in the work.

Stages

In accordance with the generally accepted scheme of working with securities, the underwriter performs several tasks. A specialist can buy back a batch of shares and bonds at a fixed price and place securities on the market, taking all the risks. The second option involves the redemption of some of the securities that the company could not place on its own. The third way - the underwriter takes on the function of an intermediary.

The technology of issuing securities includes several stages:

• The business owner decides on the need for an issue.
• The issue of securities is registered with the relevant state bodies.
• Issuance of shares or bonds in the form approved initially.
• Securities are placed on the market by the issuer or with the help of underwriters.
• Based on the results of the issue, a report is formed and registered.
• When shares are issued, appropriate changes are made to the authorized capital of the company.

Any security has a pre-approved form and content. The type, form of issue and storage, nominal price and the rights of its owner must be indicated on shares or bonds. The cost of selling securities is determined by the market demand for the company-owner, the importance of the enterprise in the eyes of shareholders.

when establishing a joint-stock company and placing shares among its founders;

when increasing the size of the initial authorized capital (fund) of the joint-stock company by issuing shares;

when raising borrowed capital by legal entities, the state, state bodies or local administration bodies by issuing bonds and other debt obligations.

33. The issue of shares for placement among the founders of a joint-stock company is carried out in accordance with the Regulations on joint-stock companies, approved by the Decree of the Council of Ministers of the RSFSR of December 25, 1990 N 601 (SP RSFSR, 1991, N 6, art. 92). When establishing a joint-stock company, the authorized capital (fund) must be distributed among the founders in full. The presence at the time of the establishment of a joint-stock company of shares intended for placement by open subscription (public sale) is not allowed.

Securities may be entrusted by their owners for storage in specialized institutions (depositories) on the basis of the rights of common shared ownership.

34. The issuer and guarantors of the issue (if any), as well as investment institutions selling securities to their first owners under an agreement with the issuer, are obliged to ensure that each buyer has the opportunity to familiarize himself with the terms of sale and the issue prospectus before the purchase of these securities. The issue prospectus contains information about the issuer of the securities offered for sale, the procedure and procedure for their issuance, and other information that may influence the decision to purchase these securities or to refuse such a purchase.

The procedure for issuing an issue prospectus, its registration, as well as the list of information required for publication in the issue prospectus, are established by the Ministry of Economy and Finance of the RSFSR. For issuers that are banks, the list of information contained in their emission prospectuses is determined by the Ministry of Economy and Finance of the RSFSR together with the Central Bank of the RSFSR.

The issuer and guarantors of the issue (if any), as well as investment institutions that sell securities to their first owners under an agreement with the issuer, are responsible for the accuracy of the information provided in the prospectus, in the manner prescribed by the legislation of the RSFSR.

35. The issuer and investment institutions selling shares to their first owners under an agreement with the issuer are obliged to provide them with equal price conditions for the acquisition of shares (the price of all shares of one issue when they are sold to the first owners must be the same).

36. When registering an issue of securities and their prospectuses, a special fee is charged, the amount and procedure for payment of which are determined by the current legislation.

37. The Ministry of Economics and Finance of the RSFSR and its local bodies are responsible only for the completeness of the information contained in the prospectuses for the issue of securities, and are not responsible for the accuracy of such information.

The Ministry of Economy and Finance of the RSFSR and its local bodies, in order to protect the interests of investors, have the right to carry out selective checks of the information presented in the prospectuses on the merits.

38. The Ministry of Economics and Finance of the RSFSR has the right to declare issues of securities invalid, suspend issues or refuse to register them in cases where issuers or investment companies selling securities to their first owners by agreement with the issuer indicate false or incomplete information in the issue prospectuses , and also violate in the process of issuing the requirements of the current legislation of the RSFSR or these Regulations.

40. The Ministry of Economics and Finance of the RSFSR has the right to exempt certain issues of securities (in particular, those sold without a public announcement) from registration of their emission prospectuses and determine the procedure and rules for such exemption.

Registration of a closed joint stock company in accordance with the Law of the RSFSR "On Enterprises and Entrepreneurial Activities" is the basis for registering an issue of shares placed among the founders. Refusal to register securities put into circulation in the form of private placement is not allowed.

41. The Ministry of Economy and Finance of the RSFSR maintains the Unified State Register of Securities registered in the RSFSR and regularly (at least once a month) publishes a list of newly registered securities.

42. Issue of securities (issue) can be carried out in the following forms:

b) open sale with publication and registration of the issue prospectus among a potentially unlimited number of investors or in the amount of more than 50 million rubles.

The issuer and investment institutions that, by agreement with the issuer, sell securities to their first owners, have the right to choose any procedure for conducting an issue that does not contradict the requirements of the legislation of the RSFSR and these Regulations.

In the event that the circle of investors of securities of the same type previously issued by the private placement method is expected to be expanded beyond 100 investors, or in the event of an additional issue of securities of the same type, in which the total amount of funds from their sale exceeds 50 million rubles, the issuer and investment Institutions that, by agreement with the issuer, sell its securities are obliged to publish and register the issue prospectus in the same manner as provided for open sale valuable papers.

44. Investment institutions may create temporary associations (consortiums or syndicates) for the joint organization of the issue of securities of one issuer. The order of interaction of investment institutions within the framework of a consortium (syndicate) is determined by their multilateral agreement. The procedure for interaction between the issuer and the consortium (syndicate) is determined in the agreement between the issuer and the head investment institution of the temporary association.

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1. The concept of issuance securities, the procedure for issuing

In accordance with Art. 1 of the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market” issuance security - any security, including non-documentary, which is simultaneously characterized by the following features:
- fixes the totality of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the form and procedure established by the Federal Law;
- placed by issues;
- has an equal volume and terms of exercising rights within one issue, regardless of the time of purchase of the security;
- fix the totality of property and non-property rights subject to satisfaction, assignment and unconditional exercise in compliance with the form and procedure established by the current legislation.
The form and procedure for certifying, assigning and exercising the rights secured by issue-grade securities are determined by the Federal Law of the Russian Federation “On the Securities Market” and are indicated in the decision to issue securities.
Equity securities may be issued in one of the following forms:
- registered securities of a documentary form of issue (registered documentary securities);
- registered securities of non-documentary form of issue (registered non-documentary securities);
- bearer securities of a documentary form of issue (documentary securities to bearer).
The Federal Law “On the Securities Market” provides that in the case of a documentary form of emissive securities, a certificate and a decision to issue securities are documents certifying the rights secured by a security. This wording is incorrect, since the rights of holders must be certified by the securities themselves, and not by securities derived from them - certificates. In addition, it follows from this provision that a decision on its issue must be attached to each security. This is unrealistic, and, in our opinion, it is required to make amendments to the law, specifying that the documents certifying the rights secured by a security are the corresponding securities containing all the details.
In the non-documentary form of emissive securities, the decision to issue securities is a document certifying the rights secured by the security.
The form of securities chosen by the issuer must be unambiguously determined in its constituent documents and (or) the decision on the issue of securities and the prospectus for the issue of securities.
Non-compliance by the issuer with the specified requirements is the basis for refusal to register the issue of securities/
When issuing emissive securities in documentary form, their owner may be issued one certificate for all securities acquired by him, containing indications of their total number, category and nominal value.
An issue security certificate is a document issued by an issuer and certifying the totality of rights to the number of securities indicated in it.
The issuance security certificate must contain the following mandatory details:
- type of securities;
- state registration number of equity securities;
- the obligation of the issuer to ensure the rights of the owner, provided that the owner complies with the requirements of the legislation of the Russian Federation;
- an indication of the number of emissive securities certified by this certificate;
- an indication of the total number of issued emissive securities with the given state registration number;
- an indication of whether issuance securities are issued in paper form with mandatory centralized custody or in paper form without mandatory centralized custody;
- an indication of whether the issuance securities are registered or bearer;
- issuer's seal;
- signatures of the issuer's managers and the signature of the person who issued the certificate;
- other details provided for by the legislation of the Russian Federation for a specific type of securities.
The obligatory requisite of a certificate of a registered emissive security is the name (name) of its owner.
The owner or nominal holder of registered emissive securities issued in documentary form may refuse to receive a certificate.
The fact of issuing or refusing to obtain a certificate must be reflected in the registry system.
One certificate may certify the right to one, several or all emissive securities with one state registration number. The total number of emissive securities recorded in all certificates issued by the issuer must not exceed the number of securities recorded in the decision to issue emissive securities.
The issuer, when making a decision to issue emissive securities in documentary form, may determine that the certificates of securities issued by it may be issued to the owners (without mandatory centralized storage) or subject to mandatory storage in depositories and cannot be issued to all owners (with mandatory centralized storage).
The introduction of mandatory centralized custody of securities for shares of joint-stock companies issued in documentary and non-documentary form is not allowed.
For a documentary form of issuance of emissive securities without mandatory centralized custody, the issuer may also decide to introduce mandatory centralized custody only if all the securities of the issue turned out to be deposited by clients at the depository by the time the decision was made.
Certificates of emissive securities without obligatory centralized storage may be transferred for storage in a depository on the basis of a depository agreement.
Issue-grade securities to bearer may be issued only in documentary form. Registered emissive securities may be issued both in documentary and non-documentary form. The form of equity securities is determined by the issuer. Equity securities with one state registration number are issued in one form. The form of issue-grade securities may be changed by decision of the issuer's management body that made the decision to issue, only with the consent of all holders of securities of this issue and after registration of such a decision with the authorized state body.
Securities issued by foreign issuers are admitted to circulation or initial placement on the securities market of the Russian Federation after registration of the prospectus for the issue of these securities with the Federal Commission for the Securities Market.
Securities issued by issuers registered in the Russian Federation are admitted to circulation outside the Russian Federation by decision of the Federal Commission for the Securities Market.
Equity securities, the issue of which has not been registered in accordance with the requirements of the Federal Law, are not subject to placement.
The procedure for the issue of securities - the sequence of actions of the issuer for the placement of issue-grade securities, established by the Federal Law of the Russian Federation "On the Securities Market" and regulations of the Federal Commission for the Securities Market.
In accordance with Art. 19 of the Federal Law “On the Securities Market”, the procedure for issuing securities, unless otherwise provided by the legislation of the Russian Federation, includes the following stages:
- adoption by the issuer of a decision on the issue of emissive securities;
- registration of the issue of emissive securities;
- for the documentary form of issue - issuance of certificates of securities;
- placement of issuance securities;
- registration of a report on the results of the issue of emissive securities.
When issuing securities, the registration of the issue prospectus is carried out when issuing securities are placed among an unlimited circle of owners or a previously known circle of owners, the number of which exceeds 500, and also in the case when the total volume of the issue exceeds 50 thousand minimum wages.
When registering a prospectus for the issue of securities, the issue procedure is supplemented by the following steps:
- preparation of a prospectus for the issue of equity securities;
- registration of the prospectus for issue of equity securities;
- disclosure of all information contained in the prospectus;
- disclosure of all information contained in the report on the results of the issue.
It is prohibited to issue securities that are derivatives of equity securities, the results of the issue of which have not been registered.
Consider each of the stages of the issue of securities.
The decision to issue emissive securities must contain:
- full name of the issuer and its legal address;
- the date of the decision to issue securities;
- the name of the authorized body of the issuer that made the decision on the issue;
- type of issuance securities;
- a mark on the state registration and the state registration number of the securities;
- the owner's rights secured by one security;
- procedure for placement of issuance securities;
- the obligation of the issuer to ensure the rights of the owner, provided that the owner observes the procedure for exercising these rights established by the legislation of the Russian Federation;
- indication of the number of emissive securities in this issue;
- an indication of the total number of issued emissive securities with the given state registration number and their nominal value;
- indication of the form of securities (documentary or non-documentary, registered or bearer);
- seal of the issuer and signature of the head of the issuer;
- other details provided for by the legislation of the Russian Federation for a specific type of equity securities.
In the documentary form of issuance securities, the issuer must additionally submit a description (sample) of the certificate.
The decision on each issue of emissive securities must be registered separately.
The issuer is not entitled to change the registered decision on the issue of securities in terms of the scope of rights for one issue-grade security established by this decision.
The decision to issue securities is drawn up in two or three copies, certified by the registering authority. One copy is kept by the registering authority, the second by the issuer, and the third is deposited with the registrar (if any). In case of discrepancies in the text between copies of the decision, the text of the document stored in the registration authority is considered to be true.
The holders of securities have the right to get acquainted with the decisions on the issue of securities held by the issuer and the registrar.
Federal law prohibits restricting the access of securities holders to the originals of a registered decision.
An issuance security secures property rights to the extent that they are established in the decision to issue these securities and in accordance with the legislation of the Russian Federation.
In case of discrepancies between the text of the decision on the issue of securities and the data given in the certificate of the issuance security, the owner has the right to demand the exercise of the rights attached to this security to the extent established by the certificate. The issuer is responsible for the discrepancy between the data contained in the certificate of the issuance security and the data contained in the decision to issue securities, in accordance with the legislation of the Russian Federation.
The second stage is the registration of the issue of emissive securities.
Registration of an issue of securities is carried out by registering bodies, the list of which in the territory of the Russian Federation is established by the Federal Commission for the Securities Market. Depending on the issuer and the total nominal value of securities of one issue, registration is carried out by the Ministry of Finance of the Russian Federation, the Central Bank of the Russian Federation, the Federal Commission for the Securities Market and its regional branches.
To register an issue of emissive securities, the issuer must submit the following documents:
- application for registration;
- decision on issuance of emissive securities;
- issue prospectus (if the registration of the issue of securities is accompanied by the registration of the issue prospectus);
- copies of constituent documents (when issuing shares to create a joint-stock company);
- documents confirming the permission of the authorized executive body to issue equity securities (in cases where the need for such permission is established by the legislation of the Russian Federation).
The issuer and officials of the issuer's management bodies, who are required by the charter and (or) internal documents of the issuer to be responsible for the completeness and reliability of the information contained in these documents, are responsible for the fulfillment of these obligations in accordance with the legislation of the Russian Federation.
When registering an issue of emissive securities, this issue is assigned a state registration number. The procedure for assigning a state registration number is established by the registering authority.
The registering body is obliged to register the issue of emissive securities or make a reasoned decision to refuse registration no later than 30 days from the date of receipt of the documents submitted for registration.
The registering body has the right to refuse to register an issue of emissive securities. The list of grounds for such a refusal is provided for in Art. 21 of the Federal Law “On the Securities Market” and is exhaustive.
The grounds for refusal to register an issue of emissive securities are:
- violation by the issuer of the requirements of the legislation of the Russian Federation on securities, including the presence in the submitted documents of information that allows one to conclude that the conditions for the issue and circulation of equity securities are inconsistent with the legislation of the Russian Federation and the conditions for issuing equity securities do not comply with the legislation of the Russian Federation on securities;
- non-compliance of the submitted documents and the composition of the information contained therein with the requirements of the Federal Law “On the Securities Market”;
- entering into the prospectus or decision on the issue of securities (into other documents that are the basis for registration of the issue of securities) false information or information that does not correspond to reality (false information).
The decision to refuse registration of an issue of emissive securities and an issue prospectus may be appealed to the court if the registration is carried out during the establishment of a joint-stock company and the founders are individuals, to the arbitration court - if the founders are legal entities or an additional issue of securities is carried out.
After registration of the issue of securities, the next stage of the issue procedure is their placement on the securities market.
The number of equity securities to be placed must not exceed the number specified in the constituent documents and prospectuses on the issue of securities.
The issuer may place a smaller number of emissive securities than specified in the prospectus. The actual number of placed securities is indicated in the report on the results of the issue submitted for registration.
At any stage of the issue before the date of registration of the report on the results of the issue of securities, the Federal Commission for the Securities Market or another registering body may recognize the issue as invalid in the presence of the following circumstances:
- violation by the issuer during the issue of securities of the requirements of the legislation of the Russian Federation (including non-disclosure by the issuer of information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission; unfair advertising of securities, violation of the terms of placement of securities established in decision on the issue and (or) issue prospectus; judicial recognition of the decisions of the authorized bodies of the issuer on the placement or issue of securities as invalid; the issuer with more than 500 registered securities holders does not have a registrar; other violations);



The share of unplaced securities from the number specified in the issue prospectus, at which the issue is considered failed, is established by the Federal Commission for the Securities Market.
The consequence of recognizing the issue as failed is the return to investors of their funds spent on the purchase of securities, in the manner established by the Federal Commission for the Securities Market.
The issuer is obliged to complete the placement of issued equity securities after one year from the date of commencement of the issue, unless other terms for the placement of equity securities are established by the legislation of the Russian Federation. It should be noted that the current legislation does not determine what is considered the start date of the issue. In our opinion, such a date should be considered the date of the issuer's decision to issue equity securities, since the adoption of such a decision is the first stage of the issue.
It is prohibited to place securities of a new issue earlier than two weeks after providing all potential owners, that is, persons who can purchase securities, with the opportunity to access information about the issue, which must be disclosed in accordance with the requirements of the Federal Law “On the Securities Market” and regulations of the Federal Commission on the Securities Market. Information on the placement price of securities may be disclosed on the day the placement of securities begins.
The procedure for disclosing information - ensuring its availability to all interested parties, regardless of the purpose of obtaining this information through a procedure that guarantees its location and receipt, is determined by Chapter 7 of the Federal Law “On the Securities Market”, the Regulations on the Information Disclosure System on the Securities Market, approved by the Decree of the Federal commission on the securities market dated January 9, 1997 No. 2, Regulation on the procedure and scope of disclosure of information by open joint-stock companies when placing shares and securities convertible into shares by subscription, approved by the Decree of the Federal Commission on the Securities Market dated April 20, 1998 No. 9, Regulation of the Central Bank of July 2, 1998 No. 43-P “On Disclosure of Information by the Bank of Russia and Credit Institutions Participating in Financial Markets”.
An issuer that publicly places issue-grade securities is obliged to disclose information about its securities and its financial and economic activities in the following forms:
1. Drawing up a quarterly report on securities. The quarterly report must be accepted by the authorized body of the issuer, submitted to the Federal Commission for the Securities Market or its authorized state body in the form of a brochure, which is provided to all holders of securities upon their request, for a fee not exceeding the cost of its production9. The issuer's quarterly report must contain the following data:
- codes assigned by the registering authority to messages about material facts disclosed in the reporting quarter that affect the financial and economic activities of the issuer's other activities;
- data on financial and economic activities of the issuer: balance sheet, profit and loss accounts at the end of the reporting quarter;
- facts that resulted in an increase in the issuer's net profit or loss by more than 20 percent during the reporting quarter compared to the previous quarter;
- data on the formation and use of the reserve and other special funds of the issuer.
A quarterly report is prepared based on the results of each completed quarter no later than 30 calendar days after its end. The quarterly report must be approved by the authorized body of the issuer.
2. Notice of significant events and actions affecting the financial and economic activities of the issuer. It is published by the issuer not later than 5 days from the date of the occurrence of events or the performance of actions in the print media, distributed in a circulation accessible to the majority of holders of the issuer's securities.
Information about the material facts affecting the financial and economic activities of the issuer is considered to be the following information:
- on changes in the list of persons included in the issuer's management bodies (with the exception of the general meeting of participants in limited liability companies and the general meeting of shareholders in joint-stock companies);
- on changes in the amount of participation of persons belonging to the issuer's management bodies in the authorized capital of the issuer, as well as its subsidiaries and affiliates, and on the participation of these persons in the capital of other legal entities, if they own more than 20 percent of the said capital;
- on changes in the list of owners (shareholders) of the issuer owning 20 percent or more of the issuer's authorized capital;
- on changes in the list of legal entities in which this issuer owns 20 percent or more of the authorized capital
- on the reorganization of the issuer, its subsidiaries and dependent companies;
- on accrued and (or) paid income on the issuer's securities;
- on redemption of securities;
- on issues of securities suspended or declared invalid;
- on the appearance in the register of the issuer of a person owning more than 25 percent of its emissive securities of any particular type.
It is prohibited to provide an advantage in the acquisition of securities to one potential owner over others in the course of public placement or circulation of an issue of emissive securities. This provision does not apply in the following cases:
1) when issuing government securities;
2) upon granting to shareholders of joint-stock companies a pre-emptive right to buy out a new issue of securities in an amount proportional to the number of shares they own at the moment the decision on the issue is made;
3) when the issuer introduces restrictions on the purchase of securities by non-residents.
The final stage of the issue of securities is the registration of a report on the results of the issue.
Not later than 30 days after the completion of the placement of issue-grade securities, the issuer is obliged to submit a report on the results of the issue of issue-grade securities to the registering authority.
The report on the results of the issue of emissive securities must contain the following information:
1) start and end dates of placement of securities;
2) the actual placement price of securities (by types of securities within the given issue);
3) the number of placed securities;
4) the total amount of proceeds for the placed securities, including:
a) the amount of money in rubles contributed to pay for the placed securities;
b) the amount of foreign currency contributed as payment for the placed securities, denominated in the currency of the Russian Federation at the exchange rate of the Central Bank of the Russian Federation at the time of payment;
c) the amount of tangible and intangible assets contributed as a payment for placed securities denominated in the currency of the Russian Federation.
For shares, the report on the results of the issue of issue-grade securities shall additionally indicate the list of owners who own a block of issue-grade securities, the size of which is determined by the Federal Commission for the Securities Market.
The registering body considers the report on the results of the issue of emissive securities within two weeks and, in the absence of violations related to the issue of securities, registers it. The registering body is responsible for the completeness of the report registered by it.
As already noted, the issuance procedure is supplemented with four more stages, if, in accordance with the current legislation, registration of the issue prospectus is required during the issue.
When registering an issue prospectus, the issuer primarily prepares it. In accordance with Art. 22 of the Federal Law “On the Securities Market”, the prospectus must contain:
- information about the issuer;
- data on the financial position of the issuer (this information is not indicated in the prospectus when creating a joint-stock company, except for cases when legal entities of a different organizational and legal form are transformed into it);
- information about the forthcoming issue of emissive securities.
Issuer information includes:
a) the full and abbreviated name of the issuer or the names and titles of the founders;
b) legal address of the issuer;
c) number and date of the certificate of state registration as a legal entity;
d) information on persons owning at least 5 percent of the authorized capital of the issuer;
e) the structure of the issuer's governing bodies specified in its constituent documents, including a list of all members of the issuer's board of directors, board or management bodies performing similar functions at the time of the decision to issue equity securities, indicating the last name, first name, patronymic, all positions of each of its members at the present time and for the last five years, as well as shares in the authorized capital of the issuer of those of them who are personally its participants;
f) a list of all legal entities in which the issuer owns more than 5% of the authorized capital;
g) a list of all branches and representative offices of the issuer, containing their full names, date and place of registration, legal addresses, surnames, first names, patronymics of their heads.
When issuing shares in the process of creating a joint-stock company, except for cases when a legal entity of a different organizational and legal form is transformed into it, the issue prospectus shall contain only information about the name of the issuer or its founders, data on the certificate of state registration and the legal address of the issuer.
Data on the financial position of the issuer include:
- balance sheets (for issuers that are banks, balance sheets on second-order accounts) and reports on the financial results of the issuer's activities, including a statement on the use of profits, in accordance with the established forms for the last three completed financial years or for each completed financial year from the moment of formation, if this period is less than three years;
- the issuer's balance sheet (and for issuers that are banks, the balance sheet for second-order accounts) as of the end of the last quarter before the decision to issue equity securities was made;
- report on the formation and use of the reserve fund for the last three years;
- the amount of the issuer's overdue debt to creditors and payments to the relevant budget as of the date of the decision to issue equity securities;
- data on the authorized capital of the issuer (the amount of the authorized capital, the number of securities and their nominal value, the owners of securities whose share in the authorized capital exceeds the standards established by the antimonopoly legislation of the Russian Federation);
- a report on previous issues of equity securities of the issuer, including the types of equity securities issued, the number and date of state registration, the name of the registering authority, the volume of the issue, the number of issued equity securities, the conditions for paying income, and other rights of owners.
Information on the forthcoming issue of securities must contain the following information:
- on securities (form and type of securities, indicating the procedure for keeping and accounting for rights to securities), on the total volume of the issue, on the number of emissive securities in the issue;
- on the issue of securities (the date of the decision to issue securities, the name of the body that made the decision to issue, restrictions on potential owners, the place where potential owners can purchase equity securities; when storing certificates of equity securities (or) recording rights to equity securities securities in the depository - the name and legal address of the depository);
- on the dates of commencement and completion of the placement of issue-grade securities;
- on prices and payment procedure for equity securities purchased by owners;
- about professional participants in the securities market or their associations, which are supposed to be involved in the placement of the issue of securities at the time of registration of the issue prospectus (name, legal address, function performed during the placement of securities);
- on receipt of income on issuance securities (the procedure for paying income on issuance securities and the methodology for determining the amount of income);
- on the name of the body that registered the issue of emissive securities.
The issue prospectus prepared by the issuer must be registered with the registration authority.
The issuer is obliged to provide all interested persons with access to the information contained in the prospectus and publish a notice on the procedure for disclosing information in a periodical with a circulation of at least 50,000 copies.
The issuer, as well as professional participants in the securities market, carrying out the placement of issue-grade securities, are obliged to provide any potential owners with the opportunity to access the information disclosed prior to the purchase of securities.
In cases where at least one issue of the issuer's emissive securities was accompanied by the registration of an issue prospectus, the issuer is obliged to disclose information about its securities and its financial and economic activities.
A ban on the issue of securities based on inexpediency is not allowed. The registration of an issue of emissive securities may be refused if there are grounds provided for in Article 21 of this Federal Law:
- violation by the issuer of the requirements of the legislation on securities, including the presence in the submitted documents of information that allows one to conclude that the conditions for the issue and circulation of equity securities are inconsistent with the legislation of the Russian Federation and the conditions for issuing equity securities do not comply with the legislation of the Russian Federation on securities;
- non-compliance of the submitted documents and the composition of the information contained in them with the requirements of the Federal Law “On the Securities Market”;
- entering into the prospectus or decision on the issue of securities (other documents that are the basis for registration of the issue of securities) false information or information that does not correspond to reality (inaccurate information).
The issue of emissive securities may be suspended or declared invalid. At the same time, the Federal Law “On the Securities Market” and the Resolution of the FCSM establish different grounds for such suspension or recognition. The Federal Law “On the Securities Market” indicates that the grounds for suspension of the issue and its recognition as failed are the same. The FCSM makes a distinction between these grounds. In our opinion, since the concepts of “suspension of an issue” and “recognition of an issue as failed” are different, the grounds for each of these actions of the registering authority cannot be the same.
Actions that are expressed in violation of the issue procedure and are the basis for the refusal of the registering body to register the issue of equity securities, the recognition of the issue of equity securities as failed or the suspension of the issue of the Federal Law “On the Securities Market”, are called unfair emission.
In accordance with the Regulations on the procedure for issuing and recognizing an issue of securities as failed or invalid, approved by Decree of the Federal Commission for the Securities Market dated 31-12.97 No. 45, the issue of securities may be suspended if the registration authority detects the following violations:
- violation by the issuer during the issue of the requirements of the legislation of the Russian Federation (including non-disclosure by the issuer of information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission);
- implementation of unfair advertising of securities;
- violation of the conditions for the placement of securities, established in the decision on the issue and/or the prospectus;

- detection in the documents on the basis of which the issue of securities was registered, inaccurate information;
- existence of violations of the procedure for maintaining the register of holders of registered securities, including those that resulted in the suspension or cancellation of the license of the registrar maintaining the register of holders of registered securities of the relevant issuer;
- in other cases stipulated by the legislation of the Russian Federation on securities.
If violations of the established procedure for issuance are revealed, the registering body may also suspend the issue until the violations are eliminated within the period of placement of securities. The resumption of the issue is carried out by a special decision of the registering authority.
The issue of securities may be suspended, and the issue of securities may be declared invalid at any stage of the procedure for the issue of securities before the date of registration of the report on the results of the issue of these securities.
Before a decision is made to recognize the issue of securities as invalid, for the purpose of conducting an audit of the issuer or protecting the rights of the holders of securities, the issue of securities must be suspended, except for the cases provided for by the Regulations.
To suspend the issue, recognize the issue of securities as invalid, and also to cancel the issues of securities, the registering authorities, whose competence includes the state registration of issues of securities on the territory of the Russian Federation, are entitled.
The Federal Commission has the right to suspend the issue and recognize the issue of securities as invalid, the state registration of the issue of which was carried out by another registering body with notification of this registering body.
The Federal Commission, another registering body shall notify of the suspension of the issue of securities: the issuer; the underwriter of securities whose issuance has been suspended; a registrar maintaining the register of holders of registered securities, the issue of which has been suspended; trade organizers.
Notice of suspension of the issue of securities is carried out no later than the next day after the date of the decision to suspend the issue of securities by telephone, telefax, using other means of electronic communication (prior notification), with the obligatory sending of written confirmation no later than 3 days from date of such decision (subsequent notification).
If the suspension is carried out by another registering body, then it is obliged to send a copy of the notification to the Federal Commission no later than 3 days after the date of the decision to suspend the issue of securities.
If the Federal Commission makes a decision to suspend the issue of securities, the Federal Commission is obliged to send a copy of the notice to this effect to another registration authority no later than 3 days after the date of such decision.
The notification on the suspension of the issue of securities must contain the following information:
- the name of the body that made the decision to suspend the issue of securities;
- the date of the decision to suspend the issue of securities;
- full name of the issuer of the securities, the issue of which has been suspended;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities, the issue of which is suspended;
- grounds for suspension of the issue of securities;
- prohibition to make transactions on the placement of these securities, advertising of securities of this issue is prohibited, prohibition of the registrar to accept transfer orders in relation to transactions on the placement of securities, the issue of which is suspended, as well as to carry out other actions, except for cases provided for by federal laws and legal acts of the Russian Federation, regulations of the Federal Commission.
The Federal Commission, another registering body, no later than 5 days from the date of the decision to suspend the issue of securities, shall disclose information about the fact of suspension of the issue of securities in the mass media by publishing a message containing all information similar to the information contained in the notification.
If a decision is made to suspend the issue of securities, the body that made such a decision, after establishing the facts of the violation, sends an order to the issuer to eliminate violations of the legislation of the Russian Federation on securities. The order must contain information similar to the information contained in the notification, as well as an indication of the necessary measures and deadlines for eliminating violations.
The Federal Commission or another registering body has the right, in order to clarify all the circumstances that led to the suspension of the issue of securities, to conduct inspections and request the necessary documents and information from the issuer.
The issuer, the issue of securities of which has been suspended, is obliged, within the period of placement established in the decision on the issue of securities, or the period established in the order, to eliminate violations and send to the body that made the decision to suspend the issue, as well as to the Federal Commission a report on the elimination detected violations.
If the violations cannot be eliminated within the period of placement established in the decision on the issue of securities, or within the period established in the order, the body that made the decision to suspend the issue may allow the issue to be resumed if there is an obligation on the part of the issuer to eliminate the violation after registration of the report on results of the issue of securities. In this case, the issuer is obliged to submit a protocol on the elimination of violations, containing the terms and obligations of the issuer to eliminate violations.
If the issuer fails to fulfill the obligation to eliminate the violations set forth in the minutes, the Federal Commission or another registering body may apply to the court to declare the issue invalid.
The issue of securities may be resumed with the written permission of the Federal Commission or other registering body only upon the results of consideration of the issuer's report on the elimination of violations that led to the suspension of the issue of securities. The specified report is considered within a period not later than 10 days from the date of its receipt.
The Federal Commission or other registering body shall send in writing, no later than 3 days from the date of the decision, a notice of permission to resume the issue of securities to all persons who were notified of the suspension of the issue of securities.
A written notice of permission to resume the issue of securities must contain the following information:
- the name of the body that made the decision to resume the issue of securities;
- the date of the decision to resume the issue of securities;
- full name of the issuer of securities, the issue of which has been renewed;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities, the issue of which has been renewed;
- an indication of the termination of restrictions on transactions for the placement of these securities, on advertising of securities of this issue, a ban on the registrar to accept transfer orders in relation to transactions for the placement of securities, the issue of which has been suspended, as well as the implementation of other actions.
The body that made the decision to resume the issue of securities, within a period not later than 5 days from the date of the adoption of such a decision, publishes information on the fact of the resumption of the issue of securities in the mass media.
An issue of securities may be declared invalid by the Federal Commission or other registering authority in the following cases:
- violation by the issuer during the issue of securities of the requirements of the legislation of the Russian Federation (including non-disclosure by the issuer of information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission;
- implementation of unfair advertising of securities, violation of the conditions for the placement of securities established in the decision on the issue and/or the prospectus;
- judicial recognition of the decisions of the authorized bodies of the issuer on the placement or issue of securities as invalid;
- the issuer with more than 500 registered securities holders does not have a registrar; other violations);
- detection in the documents on the basis of which the issue of securities was registered, inaccurate information;
- existence of violations of the procedure for maintaining the register of holders of registered securities, including those that resulted in the suspension or cancellation of the license of the registrar maintaining the register of holders of registered securities of the relevant issuer;
- non-submission by the issuer to the registering body of a report on the results of the issue of securities after the expiration of the term for the placement of securities;
- refusal of the registering body to register a report on the results of the issue of securities;
- non-placement of the share stipulated by the decision on the issue of securities, in case of non-placement of which their issue is recognized as failed;
- non-placement of at least one security of the issue;
- in other cases stipulated by the legislation of the Russian Federation on securities.
The issue of securities may also be recognized as failed by the Federal Commission or another registering authority if the issuer has not eliminated the violations that served as the basis for the suspension of the issue of securities (and which should have been eliminated within the period of placement established in the order) within the period specified in the order. decision to issue securities).
If the Federal Commission decides to recognize the issue of securities as invalid, it is obliged to notify another registering body of this.
Notification of the recognition of the issue of securities as invalid by the Federal Commission is carried out on the next day after the adoption of such a decision by telephone, telefax, using other means of electronic communication, with the obligatory sending of written confirmation no later than 3 days from the date of such a decision.
The Federal Commission and other registering body, if it is necessary to protect the rights of securities holders, have the right to recognize the issue of securities as invalid without applying the procedure for suspending the issue of securities.
In accordance with Art. 26 of the Federal Law “On the Securities Market” it is possible to recognize the issue of emissive securities as invalid. However, the Federal Law does not define the grounds for such recognition. This gap is filled by the Decree of the Federal Commission for the Securities Market dated December 31, 1997 No. 45, according to which the issue of securities may be declared invalid by a court decision in the following cases:
- violation by the issuer during the issue of securities of the requirements of the legislation of the Russian Federation;
- detection in the documents on the basis of which the issue of securities was registered, inaccurate information;
- in other cases stipulated by the legislation of the Russian Federation on securities.
Apply with statement of claim the Federal Commission for the Securities Market, another registering body, a state tax service body, a prosecutor, as well as other government bodies and interested parties in cases and in the manner established by the legislation of the Russian Federation.
An issue of securities may be declared invalid at the suit of the Federal Commission in cases where:
- the issue of securities resulted in significant misleading of the owners of these securities;
- the purposes of issuing securities contradict the foundations of law and order and morality;
- in other cases stipulated by the legislation of the Russian Federation on securities.
At the same time, the Federal Commission has the right to apply to the court with a demand to invalidate an issue of securities, the state registration of which was carried out by another registering body.
The registering bodies have the right to apply to the court with a demand to invalidate the issues of securities of issuers whose state registration of issues of securities is within their competence.
If the court decision on recognizing the issue as invalid was made at the suit of other persons, then upon entry into force of such a decision, the issuer of securities is obliged to notify the Federal Commission and other registering body, whose powers include the state registration of issues of securities of this issuer, and also send a copy of the court decision to the said authorities.
Notification of the recognition of the issue of securities as invalid shall be carried out no later than the next day after the entry into force of such a court decision by telephone, telefax, using other means of electronic communication (prior notification), with the obligatory sending of written confirmation no later than 3 days from the date of the entry into force of this decision (subsequent notification).
A notification on declaring an issue of securities invalid must contain the following information:
- full name of the securities issuer whose securities issue was declared invalid;
- the name of the court, the date of adoption of the judicial act on the recognition of the issue of securities as invalid;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities recognized as invalid;
- grounds for declaring the issue of securities invalid.
The issuer is obliged to publish information about this in the mass media no later than 5 days from the date of recognition of the issue of securities as invalid.
From the date of entry into force of the court decision on recognizing the issue of securities as invalid, it is prohibited for the issuer to make transactions with these securities.
The obligation to notify the registrar, underwriters, trade organizers, distributors of advertisements of securities whose issue has been declared invalid, and the responsibility for their failure to notify, rests with the issuer of these securities.
From the date of receipt of a preliminary notice on the recognition of an issue of securities as invalid, the registrar shall not be entitled to accept transfer orders in respect of these securities, as well as to carry out other actions, with the exception of cases provided for by federal laws and legal acts of the Russian Federation, regulatory acts of the Federal Commission.
If an issue of emissive securities is recognized as invalid, all securities of this issue are subject to return to the issuer, and the funds received by the issuer from the placement of these securities must be returned to the owners. The Federal Commission for the Securities Market, as well as the owners of securities, the issue of which is recognized as invalid in order to return the funds spent on their acquisition, have the right to apply to the court.
All costs associated with the recognition of the issue of issuance securities as invalid or failed and the return of funds to the owners are charged to the issuer.
In the event of a violation, expressed in the issuance of securities into circulation in excess of the amount declared in the issue prospectus, the issuer is obliged to ensure the redemption and redemption of securities issued into circulation in excess of the amount declared for issue.
If the issuer fails to ensure the redemption and redemption of securities issued into circulation in excess of the amount declared for issue within two months, the Federal Commission for the Securities Market has the right to apply to the court for the recovery of funds unjustifiably received by the issuer. It should be noted that the current legislation does not determine in whose favor funds should be collected in this case. In our opinion, funds should be collected in favor of holders of securities issued in excess of the amount announced for issue.
Considering the issues of unfair emission, I would like to draw attention to the following. The Federal Law “On the Securities Market” for the first time at the level of law fixed the concept of unfair emission. However, this law contains a large number of rules referring to the regulations of the Federal Commission on the Securities Market.
A huge number of regulations of the Federal Commission on the Securities Market and gaps in the legislation have created many problems, the main of which are different interpretation the terms used, the same grounds for recognizing the issue of securities as failed and invalid, the unlimited possibility for the registration authority to arbitrarily review the results of civil law transactions concluded between the issuer and the acquirers and executed by them, a different circle of persons having the right to challenge the issue, provided for by the decision of the Federal Commission for the Securities Market and the number of plaintiffs, prescribed by law, the need for clearer regulation legal grounds declaring the issue of securities invalid.