Issue of securities

Issue of securities

Issues (additional issues) of any issued securities, statements with the results of issue of any securities, and prospectuses of any securities are registered with the Federal Financial Markets Service of Russian Federation and with the regional offices of the Federal Financial Markets Service.

FORPOST Legal Consulting Firm provides the complex services related to registration of issue of any securities at any level of complexity with the Federal Financial Markets Service of Russian Federation and with the regional office thereof for the Central Federal Territory (Moscow City).

Our experience (experts of FORPOST Legal Consulting Firm had consulted the clients on the issues related to registration and issues of securities already before creation of the Federal Securities Commission - Federal Financial Markets Service), high qualification of our experts, and knowledge of nuances in the law-enforcement practice enable us to solve the most difficult problems.

Kinds of issued securities:

• bonds;
  
• shares;
  
• issuer's options; and
  
• other instruments.

Issue of securities: support.

The complex measures for support of securities issue, which is carried in the terms of the legal support of business, include the following:

• consulting services;
  
• representation of the client's interests at the Federal Financial Markets Service in difficult cases and situations of conflict;
  
• representation of the client's interests at the courts in the situations of conflict between the shareholders, with the Federal Financial Markets Service, and in other cases;
  
• development of the package of documents (resolution for issue of securities, prospectus of securities issue, statement with the results of issue, etc.) for registration of the issue of any securities (including shares, bonds, option) to be allotted by and between the holders of securities (shareholders) by conversion into shares of the same category (type) with higher nominal value, by subscription, or by any other means;
  
• provision of services for disclosure of information to joint-stock companies, namely, disclosure of any information at any stages in the procedure of issue of the issued securities, disclosure of any information in the form of the quarterly statement by the issuer of securities and notices of the essential facts (events, actions), which may affect the business and financial activities of the issuer of securities;
  
• submission of any documents to the registration authorities and receiving any registered documents; and
  
• making any amendments to the registered resolutions for issue of any securities and prospectuses of securities issues.
  

Instruction for keeping registers of securities holders (shareholders).

In accordance with the requirements of the Federal Financial Markets Service, FORPOST Legal Consulting Firm has developed the instruction for keeping registers of securities holders (shareholders), which will enable the chiefs of small joint-stock companies, who keep their registers solely, to understand any requirements of the Federal Financial Markets Service.

For these purposes, the following works may be produced:

• provision of standard registers, applications, forms, transfer and pledge instructions, statements of registers, purchase and sale agreements, etc.;
  
• execution (on the certain date) of the registers of securities holders (shareholders) of joint-stock companies in full compliance with all the requirements of the Federal Financial Markets Service with respect to keeping the registers;
  
• execution (on the certain date) of the registers of securities holders (shareholders) of joint-stock companies in the cases, where the joint-stock companies increase the own authorised capital with following redemption of shares by the investors of the joint-stock companies;
  
• execution (on the certain date) of the registers of securities holders (shareholders) of joint-stock companies in the cases, where the joint-stock companies decrease the own authorised capital; and
  
• consultations with respect to all the aforementioned services.
  

Issue of securities: legal basis.

Securities means the instruments certifying, in compliance with the prescribed form and obligatory requisites, the material titles, which may be exercised or transferred only upon presentation thereof. Transfer of any securities is followed by transfer of all the rights certified by the said securities, in accordance with Part 1 in Section 142 of the Civil Code of Russian Federation. In accordance with Part 1 in Section 27.6 of the Federal Securities Market Act, circulation of issued securities, i. e., conclusion of legal civil transactions resulting in transfer of the ownership title with respect to any securities, which issue may be subjected to the national registration, is prohibited before the national registration of the statement with the results from issue of the said securities.

In accordance with the Directive by the Federal Financial Markets Service of Russian Federation "On separation of authorities for the national registration of securities issues", the Federal Financial Markets Service Regional Department in Moscow City provides registration of issues (additional issues) of any issued securities and statement with the results from issue of any securities, as well as prospectuses of issues of any securities (with the exception of the governmental and municipal securities), with the exception of the following issues, which registration is attributed to the competence of the Federal Financial Markets Service of Russian Federation:

• issue of securities of the issuers included in the Schedule of Issuers to be registered by the Federal Financial Markets Service;
  
• options of issuers;
  
• issue of securities by the issuers acting as the managing companies, which have duly received the licenses from the Federal Securities Markets Executive Authority to carry out business for trust administration of property of stock investment foundations;
  
• issue of securities by the issuers providing allotment by open subscription;
  
• issue of securities by the issuers providing allotment by closed subscription, if the nominal value of each of them exceeds 100 million roubles;
  
• issue of securities by the issuers holding the authorised capital to be equal or exceeding 500 million roubles at the moment of approving the resolution for issue (additional issue) of the issued securities; and
  
• issue of securities by the issuers providing allotment upon reorganisation of joint-stock companies if at least one of the joint-stock companies, which take part in such reorganisation, is the issuer included in the Schedule of Issuers to be registered by the Federal Financial Markets Service.