Registration of shares issue, types of securities. Providing legal assistance Request to the central bank for shares

We are asked: The CJSC was transformed into an LLC on March 30, 2015. On March 30, 2015, the registrar issued a certificate of cancellation/redemption of shares. In accordance with the 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 N 428 -The legal successor (LLC) is obliged to notify the registration authority (Central Bank of the Russian Federation) about the redemption of shares of the joint-stock company within 30 days from the date of registration of the termination of the CJSC’s activities. How to do this correctly?

We answer: The notification must be drawn up in accordance with and signed by the person performing the functions of the sole executive body of the issuer's legal successor - the general director of the formed LLC. The document indicates the date of signing and puts the stamp of the issuer's legal successor.

Along with the notification, documents confirming the changes made are submitted to the registration authority.

The notification must reflect information about the decrease in the number of securities of the issuer as a result of the redemption of all outstanding shares of the JSC in connection with its reorganization (clause 59.1.1 of the Issue Standards).

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.

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 due to a decrease in its authorized capital, reorganization or conversion of preferred shares convertible into ordinary shares or other types of preferred shares;

The moment of occurrence of changes is the date when the legal successor of the JSC received a sheet of record about making an entry in the Unified State Register of Legal Entities about the termination of the issuer's activities (clause 59.2 of the Issue Standards).

Along with the notification, documents confirming the occurrence of these changes are submitted (clause 59.3 of the Emission Standards):

• a copy of the minutes (extract from the minutes) of the general meeting of shareholders of the issuer, at which the decision on reorganization was made, indicating information about the presence of a quorum and voting results;
• a copy of the entry sheet on making an entry in the Unified State Register of Legal Entities on the termination of the issuer's activities;
• an extract (copy of an extract) from the register of shareholders of the issuer (from its personal account), indicating that all outstanding shares of the issuer have been redeemed.

Notification form

The notification is submitted on paper, as well as on electronic media in a format that meets the requirements of the registration authority.

Requirements for electronic media and the format of texts of documents submitted by issuers of issue-grade securities are approved by Order of the Federal Financial Markets Service of Russia dated June 18, 2009 N 09-23/pz-n. A 3.5" DOS-format floppy disk or a Compact Disk (CD) should be used as an electronic storage medium.

In accordance with clause 3.2. Requirements for filling out the notification in electronic form, you need to use the software product of the Federal Financial Markets Service of Russia ("Program-questionnaire for issuers of the Federal Financial Markets Service of Russia"). This program located on the Bank of Russia website

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 bonds), enter the necessary information into it.

You will need to select the type of changes - the terms of the issue, then fill out information about the shares, information about the registration of the issue.

• The corresponding changes are a decrease in the number of securities of the issuer as a result of the redemption of all outstanding shares of the CJSC in connection with its reorganization into an LLC.
• The moment of occurrence of changes is the date when the legal successor of the JSC received an entry into the Unified State Register of Legal Entities about the termination of the issuer's activities.
• Management bodies - the sole shareholder of the CJSC
• Decisions of the management bodies - the decision of the sole shareholder, followed by the date, number, etc.

Legislative rules for issuing securities are described in Chapter. 5 of the Law of April 22, 1996 No. 39-FZ “On the Securities Market”, as well as in the “Issuance Standards” of August 11, 2014 No. 428-P. The stages of this procedure are presented in the diagram.

As you can see, registering the issue of shares with the Central Bank is the final stage of a multi-stage complex procedure. Let's take a closer look at it.

Basic documents required when registering the issue of shares

State registration of the issue of shares with the Central Bank is carried out together with the registration of a report on the results of their issue. Full list the documents required for it are listed in the Issue Standards. This:

• application for registration activities;
• issuer's questionnaire;
• a copy of the JSC state registration certificate and tax registration certificate;
• copy of the charter;
• decision to issue shares;
• a copy of the agreement on the creation of a joint-stock company (if there are more than two founders);
• a report on the results of the issue of shares and a copy of the decision on its approval (or an extract from it);
• a copy of the decision on the establishment of the issuer-JSC;
• a copy of the decision approving the issue of shares (or an extract from it);
• certificate of payment to the management company signed by the general director and chief accountant;
• a copy of the accounting statements for the last financial year and quarter;
• a payment slip with a bank visa confirming payment of the state duty for registering the issue of shares and a report on the results of their issue;
• a list of all submitted papers.

How to prepare documents

Documents for registering the issue of shares with the Central Bank can be submitted both in paper and electronic versions.

If documents are submitted in printed form:

• It is necessary to number all the pages, stitch them, and back side The last page of the bundle should be stamped and signed by the general director (or an authorized representative).
• There should be no erasures or blots in the papers.

Submitting documents in electronic format requires the following:

• Documents are drawn up in a special format using the issuer questionnaire program, which can be found on the official website of the Central Bank of the Russian Federation.
• Files with completed documents must be transferred to a CD and attached to the package of submitted documentation.

Electronic submission of documents endorsed with an electronic signature is also possible.

We submit documents for state registration

Documents for registration of the issue of shares must be submitted to the Central Bank no later than 30 days from the date of registration of the joint-stock company. At the same time, you should be aware that the territorial divisions of the Central Bank of the Russian Federation do not always record incoming documents immediately, which may lead to the fact that the official date for receiving the documentation will differ from the date on which they were submitted. That is why, if the date of sending the papers falls on the last possible day for their submission, in order to avoid problems, it is better to send them by letter with the appropriate inventory and notification of delivery.

Registration of the issue of shares with the Central Bank is carried out within 20 days. If registrars find violations in the documents that can be corrected, the registration is suspended and a deadline is set for correcting problematic issues, but it cannot be more than 30 days. In case of irreparable violations, registration will be refused and the documents will be returned to the issuer.

Upon completion of registration, the issuer receives:

1. decision to issue shares;
2. report on the results of the issue of shares;
3. notification of state registration of the issue of shares and a report on the results of their issue.

Submitting documents for registration: special cases

According to the law, in some situations additional paperwork may be required.

So, if payment for shares was made in kind, it is impossible to do without submitting a copy of the assessment report, which records market value of this property.

If real estate was involved in the payment for the shares, a copy of the state registration certificate confirming the rights of the owner-issuer will be required.

When paying for shares at the expense of state property, a corresponding decision of the government authority will be required.

If the debtor's property is involved in the JSC, documents accepted by external managers, creditors, and the court will be required.

Presentation of financial statements

Deadline for submitting papers state registration The issue of shares in the Central Bank is small - only 30 days. This means that, for objective reasons, the JSC cannot have annual accounting records by that time. And not only annual reporting - interim reporting also requires at least 3 months for its preparation.

If it is impossible to submit reports to the registrar, a certificate drawn up in free form will be sufficient. It should indicate the following as the reason for not submitting reports: the deadline for preparing accounting reports on the date of filing documents for registering the issue of shares with the Central Bank has not arrived. And although the law does not prescribe such rules, as practice shows, it is better if this explanation is drawn up.

Such a certificate must be signed by the chief accountant of the joint-stock company or the person officially replacing him.

Features of state registration of additional issues

Speaking about the registration of additional issues of shares, one can often encounter the fact that joint-stock companies place part of the additional shares even before their registration takes place. And this is a violation of the law, which entails recognition of the nullity of the transaction. However, the question arises: can the Central Bank refuse to register the issue of shares in this case?

According to financiers, yes, there is every reason for this. In doing so, they refer to Art. 21 of Law 39-FZ: refusal of registration may be due to the issuer’s failure to comply with the provisions of the law. And the ban on premature placement of shares is one of them.

However, the financiers are not supported by the arbitrators, who believe that such a violation, indeed, entails the recognition of the transaction as invalid, but it cannot be the reason for the refusal to register the issue of shares with the Central Bank.

So, the opinions of judges and registrars differ, so it should be understood that in this case the issuer will have to defend its rights in court.

Liability for violation of registration of shares issue

For failure to comply with the above deadline for filing papers within the framework of state registration of the issue of shares, administrative liability is provided: the JSC can be fined 500-700 thousand rubles, and officials - 10-30 thousand rubles. (Article 15.17 of the Code of Administrative Offenses of the Russian Federation).

Compliance with these deadlines is not always easy to achieve: the procedure for registering the issue of shares with the Central Bank is complex and is accompanied by extremely complex and voluminous paperwork. That is why, in order to avoid possible problems during the registration of a share issue, it is better to entrust it to professional experts who know all the nuances and pitfalls of this procedure.

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To obtain duplicate documents on registration of shares with the Central Bank, you must contact the Central Bank of the Russian Federation or its territorial department, in which case the company may be brought to administrative liability.

Exemption from liability is possible if the company proves that the violation is minor. If there are no grounds for recognizing the violation as insignificant, under certain circumstances the company has a chance to reduce the amount of the fine.

In accordance with Art. 89 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”, the company is obliged to store documents, the list of which is established by this article, including documents confirming the state registration of the issue of shares: a decision on the issue of shares, a report on the results of the issue of securities and notification of state registration of the issue of securities. The law provides for the obligation of the company to store these documents permanently (clauses 2.1.4, 2.1.20 of the Regulations on the procedure and periods for storing documents of joint-stock companies, approved by Resolution of the Federal Commission for the Securities Market of Russia on July 16, 2003 No. 03-33/ps).

By Letter dated February 21, 2013 No. 13-DP-03/5519 “On issuing to issuers copies of the registered decision on the issue (additional issue) of issue-grade securities, a registered prospectus of securities, a registered report on the results of the issue (additional) issue of issue-grade securities,” the FSFM established requirements for requests from joint stock companies - issuers. This letter also applies to the procedure for issuing copies of documents by the Bank of Russia and its territorial departments at the present time.

In accordance with this letter, in order to receive copies of registered documents (decision on the issue of securities, a prospectus of securities, a report on the results of the issue of securities), the issuer sends to the Bank of Russia or its territorial department a request for the provision of such copies, attaching an act with information about the facts and reasons for the loss of originals. If such a request and (or) act is signed by an authorized person of the issuer who is not its sole executive body, it is also necessary to attach a power of attorney and a certified copy of the order appointing the person as the acting sole executive body of the issuer. However, the law does not provide for the need to pay a state duty for providing copies of lost documents on the issue of securities.

For failure to fulfill the obligation to store these documents, the joint-stock company may incur liability under Part 1 of Art. 13.25 Code of Administrative Offenses of the Russian Federation.

The fines provided for in this article are the imposition of an administrative fine on officials in the amount of 2,500 to 5,000 rubles, on legal entities - from 200,000 to 300,000 rubles. If the registration authority makes a decision to bring the company to administrative liability, the company can challenge it in court. The basis for canceling the imposed penalty in the form of a fine is the qualification of an administrative offense as minor (Article 2.9 of the Code of Administrative Offenses of the Russian Federation).

But recognition of this offense as minor is possible only in exceptional cases. A person making a decision to release a company or an official from liability must take into account the specific circumstances of its commission. Thus, the insignificance of an offense occurs in the absence of a significant threat to protected social relations (clause 18 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated June 2, 2004 No. 10 “On some issues that arose in judicial practice when considering cases of administrative offenses”).

To recognize an offense as minor, the company must provide evidence of taking the necessary measures to search and restore lost documents. In addition, the absence of documents confirming state registration of the issue of shares should not pose a significant threat to protected public relations (Determination of the Supreme Arbitration Court of the Russian Federation dated March 7, 2013 No. VAS-2328/13 in case No. A55-25045/2012).

If these grounds exist, the authorized body (now this is the Central Bank of the Russian Federation, its territorial departments and branches) may decide to release the company and (or) its official from administrative liability and limit itself to an oral remark (resolution of the Federal Antimonopoly Service of the Ural District dated November 28, 2011 in case No. A71-540/2011).

At the same time, such circumstances as a change of location of the company, director, on-site inspections, etc., do not exclude the company’s guilt and do not relieve it of liability. But some of them may affect the size of the fine (Article 4.1 of the Code of Administrative Offenses of the Russian Federation). The minimum fine may be established, for example, if documents from the company were stolen. Moreover, this circumstance does not indicate the absence of his guilt, unless it is proven that the company took all measures depending on it to store documents (resolution of the Federal Antimonopoly Service of the Moscow District dated April 18, 2013 in case No. A40-129429/12-84-1339).

In order to minimize the punishment for the loss of documents on registration of shares, you can contact the police department of the Ministry of Internal Affairs of the Russian Federation with a statement about the theft of documents, for example, from a car. Or contact the management company at the place of registration of the enterprise with a request to issue a certificate of flooding of the premises.

We also recall that according to Article 15.22. Code of Administrative Offenses Violation of the rules for maintaining the register of owners of securities; heavy fines are also provided for failure to transfer the register of shareholders to a professional registrar.

(as amended by Federal Law No. 9-FZ dated 02/09/2009)

1. Illegal refusal or evasion of making entries into the system for maintaining the register of securities owners, or making such entries without the grounds provided for by federal laws and other regulatory legal acts adopted in accordance with them, or entering false information into the register of securities owners, as well as failure or improper fulfillment by the person maintaining the register of securities owners of the requirements of the owner of the securities or a person authorized by him, as well as the nominal holder of securities to provide an extract from the system for maintaining the register of securities owners according to personal account -

2. Illegal maintenance of the register of owners of securities by their issuer, as well as in the case of replacement of the person maintaining the register of owners of securities, evasion of such person from transferring information, data and documents received from the issuer that make up the system for maintaining the register of owners of securities, or violation of the provisions federal laws and other normative legal acts adopted in accordance with them, the procedure and timing of their transfer -

shall entail the imposition of an administrative fine on officials in the amount of thirty thousand to fifty thousand rubles or disqualification for a period of one to two years; for legal entities - from seven hundred thousand to one million rubles.

3. Any other violation by the person maintaining the register of owners of securities established by federal laws and other regulatory legal acts adopted in accordance with them of the requirements for the procedure for maintaining the register of owners of securities -

shall entail the imposition of an administrative fine on officials in the amount of five thousand to ten thousand rubles; for legal entities - from one hundred thousand to three hundred thousand rubles.

Therefore, we recommend that you go through the procedure of transferring the register to Prof. the registrar as soon as possible or go through the registration procedure for the reorganization of the joint stock company

Shares are an investment vehicle for companies. When opening a joint stock company, the founders issue securities that can be purchased by anyone. The money goes to the company, allowing it to develop, and shareholders receive guarantees. Subsequently, they can count on dividends (a share of profits) or part of the property if the company closes.

The question is, who guarantees that the shareholder will receive dividends or money after the company is liquidated?

The answer is simple: the state. Or rather, its central bank. The fact is that before selling securities (and generally starting operations), the company carries out state registration of shares. It is registration that makes shares securities.

Procedure for registering shares

The procedure and rules for registering securities - shares, bonds - are enshrined in local legislation. In Russia this is the Federal Law “On the Securities Market”.

The issuer (i.e. the company issuing securities) is obliged to register the issue of shares within a month after establishment legal entity. Otherwise, the joint stock company may be closed.

To do this:

1. A joint stock company holds a meeting at which a decision is made to issue securities. This decision is enshrined in the document.
2. The issuer submits documents for registration of the issue of shares to the Central Bank of the Russian Federation.
3. Immediately after registration, the securities are placed, that is, transferred to shareholders.
4. The issuer submits documents for registration of a report on the results of the issue. This must be done within 30 days after the end of the issue.

If the Central Bank of the Russian Federation refuses to register the report, the shares are recalled. Successful registration of the report means that the issue was legal and the shares have value. The results of the issue are published in open sources (press). Each issue of shares is assigned a unique number.

Format and methods of placement of shares

Depending on the organizational and legal form and purposes of the issue, a joint stock company has the right to place shares by open or closed subscription. With a closed subscription, securities are transferred to a limited circle of persons, with an open subscription - to an unlimited number. The placement method also depends on this.