ORDER OF THE FEDERAL SERVICE FOR FINANCIAL MARKETS OF THE RUSSIAN FEDERATION

of January 30, 2007 No. 07-8/pz-n

About approval of Administrative regulations of execution of the state function by the Federal Service for Financial Markets on state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities

According to Item 7 of the Procedure for development and approval of administrative regulations of execution of the state functions and administrative regulations of the provision of the state services approved by the order of the Government of the Russian Federation of November 11, 2005 N679 (The Russian Federation Code, 2005, N 47, the Art. 4933), Item 5.2.1 of the Regulations on the Federal Service for Financial Markets approved by the order of the Government of the Russian Federation of June 30, 2004 N317 (The Russian Federation Code, 2004, N 27, to the Art. 2780), I order:

1. Approve the enclosed Administrative regulations of execution of the state function by the Federal Service for Financial Markets on state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities.

2. To impose control of execution of this order on the deputy manager of the Federal Service for Financial Markets V. A. Gusakov.

 

Approved by the Order of the Federal Service for Financial Markets of January 30, 2007, No. 07-8/pz-n

Administrative regulations of execution of the state function by the Federal Service for Financial Markets on state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities

I. General provisions

1. These Administrative regulations of the Federal Service for Financial Markets determine terms and the sequence of actions (ministerial procedures) of FFMS of Russia, territorial authorities of FFMS of Russia and its structural divisions, order of interaction between its structural divisions and officials in case of execution of the state function by state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities.

2. Name of the state function: state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities.

For the purposes of these Administrative regulations the documents submitted by the organization applicant to FFMS of Russia or its territorial authority for hereinafter are referred to as as issued documents:

state registration of release (additional release) of issued securities;

registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities;

state registration of the report on release results (additional release) of issued securities;

registration of the prospectus of securities.

3. Execution of the state function is performed according to the following regulatory legal acts:

Civil code of the Russian Federation (Russian Federation Code, 1994, N 32, Art. 3301; 1996, N 5, Art. 410; 2001, N 49, Art. 4552);

The Federal Law of December 26, 1995 N208-FZ "About Joint-stock Companies" (The Russian Federation Code, 1996, N 1, the Art. 1);

The Federal Law of April 22, 1996 N39-FZ "About the Security Market" (The Russian Federation Code, 1996, N 17, the Art. 1918);

The Federal Law of February 8, 1998 N14-FZ "About Limited Liability Companies" (The Russian Federation Code, 1998, N 7, the Art. 785);

The Federal Law of November 14, 2002 N161-FZ "About State and Municipal Unitary Enterprises" (The Russian Federation Code, 2002, N 48, the Art. 4746);

the resolution of Federal Commission on Securities of Russia of May 31, 2002 N17/ps "About approval of the Regulations on additional requirements to procedure for preparation, convocation and holding general shareholder meeting" (it is registered in the Ministry of Justice of the Russian Federation on July 16, 2002 registration N 3578) (with the changes made by the resolution of Federal Commission on Securities of Russia of February 7, 2003 N03-6/ps * (1));

The standards of issue of securities and registration of prospectuses of securities approved by the Order of FFMS of Russia of January 25, 2007 N 07-4/pz-n (it is registered in the Ministry of Justice of the Russian Federation on March 15, 2007, registration N 9121) (with the changes made by Orders of FFMS of Russia of April 5, 2007 N 07 - 41/pz-N <1>, of July 12, 2007 N 07-76/pz-n <2>, of June 3, 2008 N 08-22/pz-n <3>, of August 12, 2008 N 08-32/pz-n <4>, of June 2, 2009 N 09-18/pz-n <5> and of March 4, 2010 N 10-15/pz-n <6>);

the order of FFMS of Russia of October 10, 2006 N06-117/pz-N "About approval of the Regulations on disclosure of information by issuers of issued securities" (it is registered in the Ministry of Justice of the Russian Federation on November 27, 2006 registration N 8532) (with the changes made by orders of FFMS of Russia of December 14, 2006 in N06-148/pz-N * (4), of April 12, 2007 in N07-44/pz-N * (5), of August 30, 2007 in N07-93/pz-N *, of April 23, 2009 N 09-14/pz-n <1> and of June 2, 2009 N 09-17/pz-n <2> (6));

The order of FFMS of Russia of September 18, 2008 N 08-35/pz-n "About differentiation of powers on state registration of releases (additional releases) of issued securities between the Federal Service for Financial Markets and its territorial authorities" (it is registered in the Ministry of Justice of the Russian Federation on October 8, 2008, registration N 12428) (with the changes made by the Order of FFMS of Russia of March 31, 2009 N 09-9/pz-n <1>).

4. Execution of the state function is performed by FFMS of Russia or its territorial authorities according to the order of FFMS of Russia of September 18, 2008 N 08-35/pz-n "About differentiation of powers on state registration of releases (additional releases) of issued securities between the Federal Service for Financial Markets and its territorial authorities".

For the purposes of these Administrative regulations FFMS of Russia or its territorial authority performing execution of the state function in the text hereinafter are referred to as further registering body.

II. Requirements to procedure for execution of the state function

The characteristic of person concerning whom the state function is performed

5. The organization applicant performing issue of securities, submitting to registering body documents for state registration of release (additional release) of issued securities, registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities, state registration of the report on release results (additional release) of issued securities, registration of the prospectus of securities acts as person concerning whom the state function is performed.

Description of resulting effect of execution of the state function

6. Resulting effect of execution of the state function is:

state registration of release (additional release) of issued securities;

registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities;

state registration of the report on release results (additional release) of issued securities;

registration of the prospectus of securities;

refusal in state registration of release (additional release) of issued securities;

refusal in registration of changes and/or amendments in the decision on release (additional release) and/or the prospectus of securities;

refusal in state registration of the report on release results (additional release) of issued securities;

refusal in registration of the prospectus of securities.

Procedure for informing on execution of the state function

7. Location of FFMS of Russia: 119991, GSP-1, Moscow, Leninsky Prospekt, 9.

Postal address of FFMS of Russia: 119991, Moscow, Leninsky Prospekt, 9.

Telephone numbers for enquiries: (495) 935-87-90 multichannel; fax: (495) 935-87-91.

8. Information on the state function is provided on the official Website of FFMS of Russia: http://www.fcsm.ru.

9. Data on the location, contact telephone numbers (phones for reference), Internet addresses, e-mail addresses of territorial authorities of FFMS of Russia are given in Appendix N1 to these Administrative regulations and posted on the Websites of FFMS of Russia and its territorial authorities.

10. The registering body sends to the organization applicant written notices of the decisions made by registering body.

11. Consultations (reference) concerning execution of the state function are provided by specialists of registering body. Consultations are provided on the following questions:

the list of the documents necessary for state registration, completeness (sufficiency) of the submitted documents;

the amount of the state tax (payment for issue of information on the registered rights);

completion dates of the state function;

the procedure for appeal of actions (failure to act) and decisions performed and accepted in course of execution of the state function.

Consultations on the above-stated questions are provided in case of the written address, and also by means of the Website or by phone.

Procedure for execution of the state function

12. Person concerning whom the state function is performed sends set of documents to registering body by mail or represents the specified set to expedition of registering body.

Address of expedition of FFMS of Russia: 119991, GSP-1, Moscow, Leninsky Prospekt, 9.

Working hours of expedition:

Monday 09.00 - 17.00

Tuesday 09.00 - 17.00

Environment 09.00 - 17.00

Thursday 09.00 - 17.00

Friday 09.00 - 15.45

Saturday the Day off.

Sunday the Day off.

Addresses and working hours of expeditions of territorial authorities of FFMS of Russia are published on the Websites of territorial authorities of FFMS of Russia.

13. For state registration of release (additional release) of issued securities the documents specified in Item 2.4.2 of Standards of issue of securities and registration of the prospectuses of the securities approved by the order of FFMS of Russia of 25.01.2007 of N 07-4/pz-n are submitted to registering body (further - Standards of issue).

14. The decision on release (additional release) of securities is constituted according to the samples specified in appendices 4 (1) - 4 (6) to Standards of issue.

15. Depending on method of placement of issued securities the following documents are in addition submitted to registering body for state registration of release (additional release) of issued securities.

15.1. For state registration of release (additional release) of issued securities which is followed by registration of the prospectus of issued securities the documents specified in Item 2.4.3 of Standards of issue are in addition submitted to registering body.

15.2. For state registration of release (additional release) of issued securities which is not followed by registration of the prospectus of issued securities in registering body the copy of accounting records of the issuer for the last complete financial year and for the last quarter, the submissions of documents preceding date for state registration of release (additional release) of issued securities which representation term according to requirements of the Federal Laws expired (Item 2.4.5 of Standards of issue) in addition is submitted.

15.3. If other is not established by the Federal Laws or in the procedure established by them, annual accounting records of the issuer shall consist from:

15.3.1. Balance sheet;

15.3.2. Profit and loss statement;

15.3.3. The appendices to them provided by regulations of the Russian Federation;

15.3.4. The audit opinion confirming reliability of annual accounting records of the issuer if it according to the Federal Laws is subject to statutory audit;

15.3.5. Explanatory note.

15.4. If other is not established by the Federal Laws or in the procedure established by them, quarter accounting records of the issuer shall consist from:

15.4.1. Balance sheet;

15.4.2. Profit and loss statement.

15.5. If for any reasons the issuer cannot provide annual or quarter accounting records in the specified structure, the reference containing the corresponding explanations which shall be signed by the chief accountant of the issuer or person performing its functions in addition is submitted.

15.6. For state registration of release (additional release) of issued securities, except for the securities placed by reorganization of legal entities in the form of merge, separation, allocation and transformation in registering body the reference of the issuer, being joint-stock company or limited liability company, about payment of its authorized capital, signed by the person holding position (performing functions) of sole executive body of the issuer, and also the chief accountant of the issuer or person performing its functions in addition is submitted. The specified reference shall contain data on the size of the authorized capital of the issuer and his payment (Item 2.4.6 of Standards of issue).

15.7. For state registration of share issue, placed in case of establishment of a joint-stock company, the documents specified in Item 3.2.4 of Standards of issue in addition are submitted to registering body.

15.8. For state registration of share issue, placed in case of establishment of a joint-stock company, the debtor created based on property, the documents specified in Item 3.2.5 of Standards of issue are in addition submitted to registering body.

15.9. For state registration of additional share issue, placed by distribution among shareholders, the document containing calculation of net assets value of joint-stock company - the issuer, performed according to requirements of the Federal Laws and other regulatory legal acts of the Russian Federation with indication of unit of measure in which such calculation, and the size of its reserve fund is made, and also describing property (own means) of joint-stock company - the issuer at the expense of whom increase in its authorized capital is performed in addition is submitted to registering body. The specified document shall be constituted according to accounting records of joint-stock company for the last quarter (the complete accounting period) preceding date of submission of documents for state registration of additional share issue which representation term according to requirements of the Federal Laws expired and is signed by the person holding position (performing functions) of sole executive body of joint-stock company, and also the chief accountant of joint-stock company or person performing its functions (Item 4.2.1 of Standards of issue).

15:10. For state registration of additional share issue, placed by distribution among shareholders for the retained earnings account of last years, in registering body the copy (the statement from) the protocol of general meeting of shareholders of joint-stock company which makes the decision on the direction on increase in the authorized capital of joint-stock company of retained earnings of last years (Item 4.2.2 of Standards of issue) in addition is submitted.

Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info