The Central Bank has permitted electronic registration of an issue of securities
FAO CEOs, chief accountants and employees of companies' financial, tax and legal departments
Pepeliaev Group advises that there is a new opportunity for issuers to submit in electronic form to the Central Bank documents for the registration of an issue of securities and to obtain an electronic mark denoting their registration
On 11 May 2020 the new Regulations “On the standards for an issue of securities”[1] (the “Standards”) came into force. In accordance with the Federal Law on amending items of Russian legislation regarding the legal regulation of an issue of securities[2] these Standards establish a simplified procedure for an issue of securities. For more details on the matter please read Pepeliaev Group’s alert dated 12 May 2020.
According to the new version of the Law “On the securities market”[3] (the “Law”) and according to the Standards a key amendment in the rules for an issue is the possibility of the electronic registration of the issue (additional issues) of mass-issue securities.
Please be reminded that previously it was impossible to file documents for the registration of an issue (additional issue) of securities solely in electronic form (online).
The electronic registration of an issue of securities
The registration of an issue (additional issue) of securities is a mandatory condition for placing issuance securities[4]. Before the registration of the issue an issuer has no right to dispose of securities by entering into civil law transactions. The registration procedure of an issue of securities is regulated by provisions of article 20 of the Law and from 1 January 2020 (this means after the new version of the Law comes into force) provides for a possibility to file with the Central Bank or an registration organisation documents for the registration of the issue (additional issue) of issuance securities in electronic form (in the form of electronic documents)[5].
General rules and procedures contained in the Law are made more specific in the Standards that came into force on 11 May 2020. Therefore, from 11 May 2020 issuers have received a possibility to file in electronic form the documents with the Central Bank for the registration of the issue (additional issue) of securities.
Principal rules of the procedure of electronic registration of an issue of securities
The procedure for filing documents
Documents for the registration of an issue (additional issue) of issuance securities[6] are filed with the Central Bank or a registration organisation in electronic form using information resources in the Internet on the official website of the Central Bank or of the registration organisation respectively[7].
Please be reminded that the registration organisation may be a registrar, a stock exchange or a central depository[8]. At the same time the registration of an issue (additional issue) of issuance securities can be performed by the registration organisation provided that the issuer enters into an agreement with such registration organisation.
The filing of documents in electronic form with the Central Bank is performed in accordance with the Procedure of interaction of the Central Bank with non-credit financial institutions[9], which, among other things, provides for the use by issuer of the personal account of the participant of information exchange[10].
Therefore, documents for the registration of the issue can be filed with the Central Bank using the personal account of the issuing company on the official website of the Central Bank at: https://www.cbr.ru/lk_uio/, and with the registration organisation using the personal account on the official website of your registration organisation.
Please note that if previously your company has not used a personal account, it needs to be activated first.
In order to activate the personal account of a company on the website of the Central Bank you need to specify the following:
- the company’s Taxpayer Identification Number (INN);
- the company’s Principal State Registration Number (OGRN);
- the email of the company’s contact person - a login and password for the personal account will be sent to this email subsequently;
- a valid certificate of an enhanced qualified electronic signature.
If your company does not yet have a personal account, then you can file an application for creating a personal account on the Central Bank’s official website using this link, by filling out the following information:
- the full company name and short form of it;
- the company’s INN and OGRN;
- information about the company’s organisational form;
- the address and region of the company’s location;
- the email address of the company’s contact person.
Requirements for the electronic documents being filed
Documents being filed with the Central Bank in electronic form must be in the form of files having formats that ensure that they can be saved using technical tools and that allow after saving a search for and the copying of a random fragment of a text by tools for viewing (this means in the formats *.doc, *.docx, and *.pdf)[11].
Please note that there might be additional requirements with respect to certain documents, to their format, for example filing additionally in XML-format[12] or in the form of separate electronic documents[13].
In accordance with the Procedure for the interaction of the Central Bank with the participants of information exchange when using the Central Bank’s information resources, including a personal account[14], documents filed in electronic form must be signed by the enhanced qualified electronic signature of the legal entity.
The confirmation of the registration of an issue of securities
The confirmation of the registration of an issue of issuance securities is performed by:
- the registration organisation in accordance with the method established by the registration organisation’s internal regulations that are publicly available on its official internet website[15];
- the Central Bank – in accordance with the rules established by the Standards[16].
Please note that certain registration organisations have already adopted new rules for registration of issues (additional issues) of securities that have come into force together with the new Standards - from 11 May 2020[17].
The confirmation that the Central Bank has made a decision based on the results of consideration of the documents in electronic form filed by the issuer in accordance with the requirements of the Standards is[18]:
- a set of electronic documents in the form of a zip-archive signed by the enhanced qualified signature of the Central Bank and containing the Central Bank’s notification of the decision made (including the information concerning the registration number of the issue (additional issue) of securities (if a registration number is assigned) and the date when the decision about state registration was made) and other documents depending on the specifics of the issuance pursuant to clause 22.1(2) of the Standards;
- information concerning the decision made published by the Central Bank on its official internet website.
The Central Bank provides the issuer with the documents confirming the fact of the decision made by placing them in the personal account of the issuer on the Central Bank’s official website[19].
The electronic registration of the report of the results of issue of securities
According to the general rule not later than 30 days after the completion of placing of issuance securities the issuer must provide to the Central Bank for state registration the report of the results of the issue (additional issue) of issuance securities (and in certain cases must provide a notification of the results of the issue)[20]. Such report and documents for its state registration or the notification of the results of the issue can also be filed with the Central Bank in electronic form using a personal account on the Central Bank’s official internet website[21].
Help from your adviser
Pepeliaev Group's lawyers are keeping track of changes in legislation and are ready to provide legal support with respect to corporate and registration procedures, as well as to comment on contentious matters connected with applying the new items of legislation. Among other things, we will reach out to the Bank of Russia and other state authorities for official clarifications on issues stemming from the performance of regulatory acts regarding corporate relationships.
[1] The Bank of Russia’s Regulation No. 706-P dated 19 December 2019 “On the standards for an issue of securities” (Registered under No. 58158 with the Russian Ministry of Justice on 21 April 2020)”
[2] Federal Law No. 514-FZ dated 27 December 2018 “On amending the Federal Law “On the securities market” and certain items of the legislation of the Russian Federation to enhance the state regulation of the issuing of securities” came into force on 1 January 2020 (except for specific provisions).
[3] Federal Law No. 39-FZ dated 22 April 1996 “On the securities market” as amended by Federal Law No. 514-FZ dated 27 December 2018 “On amending the Federal Law “On the securities market” and certain items of the legislation of the Russian Federation to enhance the state regulation of the issuing of securities”.
[4] Article 24(5) of the Law
[5] Article 20(2)(2) of the Law
[6] The list of documents to be filed with the Central Bank or with the registration organisation for the registration of the issue of securities is enshrined in clause 5.5 of the Standards
[7] Article 20(2)(2) of the Law
[8] Article 20(1) of the Law; clause 1.6 of the Standards
[9] Clause 22.1(3) of the Standards
[10] Article 76.9(3) of Federal Law No. 86-FZ dated 10 July 2002 “On the Central Bank of the Russian Federation (the Bank of Russia)”.
[11] Clause 22.2 of the Standards
[12] For example documents being drawn up in accordance with appendices 1 – 7, 20 – 21, 26, 30 and 35 to the Standards
[13] For example documents being drawn up in accordance with appendices 1 – 7, 9 – 28, 30, 32 and 36 to the Standards
[14] Article 76.9(8) of Federal Law No. 86-FZ dated 10 July 2002 “On the Central Bank of the Russian Federation (the Bank of Russia)”; Clause 1.1 of the Bank of Russia’s Instruction No. 5361-U “On the procedure for the interaction of the Bank of Russia with credit institutions, non-credit financial institutions and other participants of information exchange when they use the Bank of Russia’s information resources, including a personal account” (Registered under No. 57659 in the Russian Ministry of Justice on 4 March 2020)
[15] Clause 1.8 of the Standards
[16] Article 25.1 of the Law
[17] For example, such a company is Noviy Registrator Joint Stock Company, which has approved rules for the registration of securities which can be viewed by following this link
[18] Clause 22.10 of the Standards
[19] Clause 22.8 of the Standards; clause 4.1 of the Instructions
[20] Articles 25(1) and 25(2) of the Law
[21] Article 25(7) of the Law