Changes in securities issue procedures
On July 2, 2013 legislative changes pertaining to the procedure for issuing securities entered into effect. The changes were introduced to Federal Law No.39-FZ “On securities market” dated April 22, 1996 and Federal Law No.129-FZ “On state registration of legal entities and individual entrepreneurs” dated August 8, 2001.
In particular, requirements for execution and content of the prospectus of securities issue were changed, namely:
Opportunity is provided to divide the prospectus into its principal and additional parts. Separate registration of such parts is also allowed;
Consolidated accounting statements are excluded from the set of documents contained in the prospectus.
The changes also introduce a procedure for preliminary examination of documents in the course of state registration of the securities issue. Now an issuer may submit such documents to a registration authority for purposes of preliminary examination before they are approved by the issuer’s authorized body. Stamp duty to be paid by the issuer for preliminary examination of documents constitutes 100,000 Rubles.
In addition, terms for registration of the securities issue were also changed. Now the term for registration of a securities issue depends on whether or not such issue is registered simultaneously with the prospectus, namely:
Registration of the issue without the prospectus takes 20 days;
Registration of the issue with the prospectus:
30 days (if the issuer did not apply for preliminary examination of documents);
10 days (if the documents were submitted by the issuer earlier for preliminary examination and approved by the registration authority).
Material changes were also introduced into the procedure for issuing securities in case of the company’s reorganization (other than merger). Pursuant to the amendments introduced in the course of the company’s reorganization, the securities issue is subject to state registration by the Federal Service on Financial Markets prior to state registration of the newly incorporated entity by the registration authority. The resolution of the Federal Service on Financial Markets enters into effect starting from state registration of the incorporated entity and is cancelled in the event such registration is denied.
Should any questions arise in connection with the above or if you need any additional materials, please contact Anastasia Fomicheva or Anna Chaykina, St. Petersburg Office of Capital Legal Services.
This Information letter keeps the clients of the Capital Legal Services and other interested parties abreast of information that may, to any extent, affect their activity or cater to their particular interests. The opinions and commentaries expressed in this Information letter shall not be deemed as legal opinions.