Registration of the issue of shares of a joint-stock company. Registration of the issue of shares upon establishment of a joint stock company Registration of the issue of shares in the Central Bank on a turnkey basis

We have opened a joint stock company, what is the sequence of actions for registering shares, where to register them now?

Answer

The procedure for registering the issue of shares when creating a JSC is established by Chapter 5 of the Federal Law dated April 22, 1996 No. 39-FZ and the Standards for the Issue of Securities (approved by Order of the Federal Financial Markets Service of Russia dated July 4, 2013 No. 13-55 / PZ-N). For information on how to conduct the first issue of shares when creating a joint stock company, read the recommendations below. Registration of shares is carried out in the territorial division of the Bank of Russia.

On September 1, 2013, the Federal Financial Markets Service of Russia was abolished, its powers were transferred to the Bank of Russia (Federal Law dated July 23, 2013 No. 251-FZ; Decree of the President of the Russian Federation dated July 25, 2013 No. 645).

The rationale for this position is given below in the materials of the Lawyer System.

“State registration of the issue of shares is carried out by the Bank of Russia, namely its territorial divisions*. Individual issuers need to contact the financial market admission department of the Bank of Russia.

For more information about the structure of the Bank of Russia's divisions in this area, see Powers of the Bank of Russia in the field of financial markets from September 1, 2013.

The procedure for issuing securities is established in Chapter 5 of the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market” (hereinafter referred to as the Law on the Securities Market) and the Standards for issuing securities and registering securities prospectuses, approved by order of the Federal Financial Markets Service of Russia dated July 4, 2013 No. 13-55/pz-n (hereinafter referred to as the Emission Standards).

The procedure for the first issue of shares consists of several main stages:

placement of shares;
registration and approval of the decision to issue shares;
preparation and approval of a report on the results of the issue of shares;
state registration of the issue of shares and a report on the results of the issue of shares.

Placement of shares

When establishing a joint stock company, the placement of shares occurs before the state registration of the issue of shares and consists of the following.

The founders agree on the conditions for the distribution of shares among themselves and include these conditions in the agreement on the creation of the joint-stock company. If there is only one founder, then in the decision to establish a JSC it is necessary to indicate that all shares are acquired by a single founder.

The date of distribution of shares among shareholders will be the date of state registration of the JSC (making an entry about this in the Unified State Register of Legal Entities).

167.2536 (11,17)

Attention! From 1 September 2014, a company can have multiple directors. The authority to sign documents in the process of issuing securities may be assigned to one of them on the basis of the charter or other internal document of the company.

The new rules are established in paragraph 3 of Article 65.3 of the Civil Code of the Russian Federation.

The law allows the powers of the sole executive body to be divided into several persons. At the same time, society can independently decide how exactly they will act - jointly or independently of each other - and what powers each of them will exercise.

Information about the presence of two directors must be entered into the Unified State Register of Legal Entities.

The decision must be compiled in a special program, which must be downloaded from the Bank of Russia website. The form of such a decision was previously approved by the Federal Financial Markets Service of Russia. For this program to work correctly, it is better to follow the installation instructions.

The decision is approved by the board of directors, if in the charter its powers are not assigned to the competence of the general meeting of shareholders (clause 2.3.2 of the Issue Standards, paragraph 2, clause 1, article 64 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Shareholders”) societies"). The minutes must indicate the quorum and the results of voting for approval of the decision. When a resolution is approved by the board of directors, the names of the board members who voted to approve the resolution must also be included.

The report is signed by the General Director (clause 2.8.8 of the Emission Standards).

The report is also approved by the general director, if these powers in the charter are not assigned to the competence of the management board or board of directors (clause 2.8.7 of the Issue Standards).

When this issue falls within the competence of the management board or board of directors, the decision on approval must be formalized in a protocol, which must indicate the quorum and the results of voting for approval of the decision. When a decision is approved by the board of directors, the names of the board members who voted to approve the decision must also be indicated (clause 2.8.10 of the Issue Standards).

For registration, you will need to submit a report in three original copies and a copy (extract from) the decision to approve the report (clause 2.8.11 of the Emission Standards).

167.2537 (11,17)

Attention! For individual violations during the issuance of shares, the responsible persons may be held criminally liable.

Such violations include, in particular, approval or confirmation of a report (notification) containing deliberately false information on the results of the issue of securities, if this act caused damage to citizens, organizations or the state in the amount of more than 1 million rubles. (Article 185 of the Criminal Code of the Russian Federation).

The maximum penalty under this article is three years in prison.

Documents for state registration of the issue of shares and a report on the results of the issue of shares

State registration of the issue of shares and the report on the results of the issue of shares is carried out simultaneously (subclause 1, clause 2.1.2, clause 4.2.1 of the Issue Standards).

The full list of documents that will be required during registration is given in paragraphs 2.5, 2.8, 4.1, 3.2 of the Emission Standards and includes:

application for state registration of the issue and a report on the results of the issue of securities - in one copy. The application form is approved in Appendix 1(3) to the Emission Standards;
issuer's questionnaire - in one copy. The questionnaire form is approved in Appendix 2(1) to the Emission Standards;
a copy of the state registration certificate of the JSC received from the tax authority - in one copy;
a copy of the certificate of registration with the tax authority - in one copy;
a copy of the charter - in one copy;
decision to issue shares - in triplicate. The form of the decision is approved in Appendix 4(1) to the Emission Standards;
report on the results of the issue of shares - in triplicate. The report form is approved in Appendix 8(1) to the Emission Standards;
a copy of the decision on the establishment of a joint stock company - the issuer (the decision of the sole founder or the minutes of the constituent meeting) - in one copy;
a copy of the decision to approve the decision to issue shares - in one copy. Instead of a copy, an extract from such a decision may be submitted;
a copy of the decision to approve the report on the results of the issue - in one copy. Instead of a copy, an extract from such a decision may be submitted;
certificate of payment of the authorized capital, signed by the general director and chief accountant - in one copy. The certificate must contain information about the amount of the issuer's authorized capital and its payment;
a list of submitted documents - in one copy. The inventory form is approved in Appendix 3 to the Emission Standards;
a copy of the agreement on the establishment of the issuing joint-stock company (in the case of the establishment of a joint-stock company by two or more persons) - in one copy;
a copy of the financial statements for the last completed financial year and for the last quarter preceding the date of submission of documents for state registration of the issue of securities, the deadline for submission of which has expired. Annual and quarterly financial statements must comply with the requirements established by accounting legislation.

If for some reason the issuer cannot submit annual or quarterly financial statements in the specified composition (for example, if the reporting period has not yet ended and the financial statements have not yet been prepared), an additional document must be submitted in free form containing the appropriate explanations. The certificate must be signed by the issuer's chief accountant or a person performing his functions;

a payment order with the bank's mark on execution, confirming the fact of payment of the state fee for state registration of the issue of securities and a report on the results of the issue of securities, the registration of which is carried out simultaneously. If the fee is paid by the issuer's representative in cash to the bank, then a receipt confirming payment must be provided.

In some cases, additional documents must be submitted (clauses 4.2.5-4.2.9 of the Emission Standards).

1. If non-monetary funds (securities, things or property rights or other rights with a monetary value) were paid for shares, you must additionally submit a copy of the appraiser’s report on the market value of the property paid for the shares.

In this case, a copy of the report must contain the following sections of the report:

the operative part of the report (sections containing the main facts and conclusions);
information about the customer of the assessment;
information about the appraiser;
pages containing the appraiser's signature, his personal seal (if the appraiser independently conducts appraisal activities or is engaged in private practice), or pages containing the appraiser's signature, seal and signature of the head of the legal entity with whom the appraiser has entered into an employment contract.

The copy must be certified by the seal of the joint-stock company and the signature of its director (paragraph 2 of clause 2.1.6 of the Issue Standards).

3. If state or municipal property is subject to payment or has been contributed, it is additionally necessary to submit a copy of the decision of the authorized federal executive body, the government body of a constituent entity of the Russian Federation or a local government body on the conditions for the privatization of such state or municipal property - in one copy (clause 4.2 .9 Emission Standards).

4. If a JSC is created on the basis of the debtor’s property, it is additionally necessary to submit (clause 4.2.5 of the Issue Standards):

a copy of the external management plan of the debtor, providing for the creation of a joint stock company - the issuer - in one copy;
a copy (extract from) the minutes of the meeting of the debtor's creditors, at which a decision was made to approve the debtor's external management plan, indicating the quorum and voting results for its adoption, as well as all creditors of the debtor, whose obligations are secured by a pledge of the debtor's property, and the voting options they chose on the issue of approval of the debtor’s external management plan - in one copy;
a copy (extract from) the decision (minutes of the meeting (session)) of the debtor's management body, which made the decision to replace the debtor's assets, indicating, if this decision was made by a collegial management body, the quorum and voting results for its adoption, and if it was adopted by the board of directors (supervisory board) - also indicating the names of the members of the board of directors (supervisory board) who voted for its adoption - in one copy.

5. If the establishment of a joint stock company created on the basis of the debtor’s property is carried out during bankruptcy proceedings, it is additionally necessary to submit (clause 4.2.5 of the Issue Standards):

a copy (extract from) the minutes of the meeting of the debtor's creditors, at which a decision was made to replace the debtor's assets, indicating the agenda, quorum and voting results for its adoption, as well as all creditors of the debtor, whose obligations are secured by a pledge of the debtor's property, and the voting options they chose on the issue of replacing the debtor’s assets - in one copy;
a copy of the arbitration court ruling on the approval of the bankruptcy trustee who exercises the powers of the head of the debtor and other management bodies of the debtor - in one copy.

Documentation requirements

Documents must be submitted on paper and in electronic form (clause 2.1.6 of the Emission Standards).

Requirements for paper documents.

If the document has several pages, then it must be numbered, stitched, and sealed on the firmware and certified with the signature of the general director or a person with a power of attorney (hereinafter referred to as authorized persons). There should be no erasures or blots in the documents.

Copies of documents must be certified with the issuer’s seal and the signature of an authorized person. Instead of a copy, you can submit the original (clause 2.1.7 of the Emission Standards).

Requirements for documents in electronic form.

Such documents must be drawn up in the format established by the Federal Financial Markets Service of Russia (currently its functions are performed by the Bank of Russia). To do this, you need to use a specially developed program-questionnaire for issuers (clause 3.2 of the Requirements for electronic media and text format of documents submitted by issuers of issue-grade securities, approved by Order of the Federal Financial Markets Service of Russia dated June 18, 2009 No. 09-23/pz-n; hereinafter - Requirements for electronic documents). Such a program and the latest update to it can be downloaded from the official website of the Bank of Russia.

The finished files must be burned onto a CD, which is attached to the package of documents (clause 2.1 Requirements for electronic media).

Requirements for naming files are established in clause 3.3 of the Requirements for Electronic Media.

Instead of paper and electronic versions of documents, you can submit for registration electronic documents signed in the prescribed manner with an electronic signature or another analogue of a handwritten signature (clause 2.1.9 of the Issuance Standards).

Submission of documents for state registration

Documents for registration of the issue of shares and the report must be submitted no later than 30 days from the date of state registration of the joint-stock company (clause 4.2.2 of the Issue Standards).

It must be remembered that when submitting documents directly to a territorial division of the Bank of Russia, immediate registration of incoming documents is not always carried out, and it is possible that the date of receipt of documents will differ from the date of their submission. In this regard, if documents have to be submitted on the last day of the deadline, then it may be better to send them by a valuable letter with a list of the contents and a receipt.

The addresses of territorial branches of the Bank of Russia in all federal districts can be found on its official website.

167.2538 (11,17)

Attention! For violation of the procedure for issuing shares, officials and the company may incur administrative liability.

Such violations include, in particular, violation of the deadline for submitting documents for state registration.

For this, the company may be held administratively liable in the form of a fine in the amount of 500 thousand to 700 thousand rubles, and the officials responsible for this may be held liable in the form of a fine in the amount of 10 thousand to 30 thousand rubles. (Article 15.17 of the Code of Administrative Offenses of the Russian Federation).

This is confirmed by judicial practice (decrees of the Federal Antimonopoly Service of the West Siberian District dated September 2, 2011 in case No. A45-3278/2011, FAS Ural District dated October 18, 2011 No. F09-6581/11 in case No. A50P-259/2011) .

State registration is carried out within 20 days (subclause 1, clause 3, article 20 of the Law on the Securities Market). If the registration authority identifies remediable violations in the documents, it may suspend registration and provide time to correct them. Such a period cannot be more than 30 days (clause 2.5.9 of the Emission Standards).

After submitting documents, it is better to monitor the registration process by contacting directly the specialist to whom this case is assigned. If a specialist has questions about the documents, it may be possible to find out and correct everything without waiting for the registration to be suspended. Contact numbers of specialists can be found on the websites of interregional departments.

Based on the results of registration, the issuer is issued the following documents:

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

Conditions for obtaining documents based on the results of registration can also be found on the official websites of interregional departments.

The grounds for refusal of state registration of the issue of shares are given in paragraphs 2.5.15, 2.8.16 of the Issue Standards. In case of refusal, the documents are not returned to the issuer.

Directories

State duty for state registration of the issue of shares upon establishment of a joint stock company
How to properly install a program for preparing documents for issuing shares
Powers of the Bank of Russia in the field of financial markets from September 1, 2013."

A professional help system for lawyers in which you will find the answer to any, even the most complex, question.

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

For this:

A joint stock company holds a meeting at which a decision is made to issue securities. This decision is enshrined in the document.
The issuer submits documents for registration of the issue of shares to the Central Bank of the Russian Federation.
Immediately after registration, the securities are placed, that is, transferred to shareholders.
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.

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As is known, registration of reorganization of joint stock companies, unlike limited liability companies, is complicated by the need to go through the procedure for registering the issue of shares. Recently, the procedure for registering the issue of shares during the reorganization of joint stock companies has undergone significant changes.

As a result of all the changes to the regulations related to the registration of the issue of shares during the reorganization of a joint-stock company, the tax authorities and the Central Bank of the Russian Federation, to which the powers of the Federal Financial Markets Service have been transferred, have confusion regarding the procedure for registering the reorganization of joint-stock companies and registering the issue shares When applying the Securities Issue Standards, you need to pay attention to the inconsistency of some of the provisions enshrined in them with the new changes. In this regard, the Federal Financial Markets Service of Russia, in its letter dated July 4, 2013 No. 13-DP-03/24677, indicated that these issuance standards apply only to the extent that does not contradict the provisions of the Federal Law “On the Securities Market”.

First, let's understand the concepts:

Placement of shares - alienation of shares by the issuer, i.e. by a joint-stock company issuing shares to the first owner-shareholders in one of the following ways: by distributing shares between them, by subscription or by conversion (during the reorganization of joint-stock companies, increasing (decreasing) the authorized capital of the company) based on the decision to issue shares. After the placement of shares, the value of all shares owned by each shareholder is reflected in their own personal accounts.

Issue of shares - a set of all shares of one issuer, representing the same volume of rights to their owners, having the same par value and the same conditions of issue (initial placement), enshrined in the decision to issue shares.

Report on the results of the issue of shares - a document submitted by the issuer to the registration authority, containing information about the type, category, form, quantity, par value of shares; the method and actual period of their placement; means of payment for shares and the total amount of proceeds for outstanding shares; information about shareholders (share in the authorized capital of the company, the number of shares transferred to their personal account) and persons included in the issuer’s management bodies, as well as other information. In case of refusal to register a report on the results of the issue of shares, the issue is considered invalid.

Before the changes of 2012, which came into force in July 2013, the placement of shares of a joint stock company, i.e. distribution of shares between shareholders was carried out on the day of state registration of the Company's reorganization before registration of their issue. The obligation to register the issue of shares distributed among the founders had to be fulfilled by the Company within 1 month from the date of registration of the reorganization. Moreover, the entire procedure for registering the issue of shares before September 1, 2013 was carried out by the territorial bodies of the Federal Financial Markets Service.

Recently, the Federal Financial Markets Service of the Russian Federation was abolished, and the authority to register the issue of shares was transferred to the Central Bank of the Russian Federation (1). Significant changes were made to the procedure for issuing shares during the reorganization of joint-stock companies, enshrined in the Federal Law “On the Securities Market,” and the list of documents submitted upon registration of a legal entity created through reorganization (2) was supplemented with a document confirming the assignment of state registration to the issue of shares number or identification number.

The main change is that now the state registration of the issue of shares of the Central Bank of the Russian Federation must necessarily occur before the state registration of the Company created as a result of the reorganization, and when carrying out a merger or separation (division) with simultaneous merger - before the registration of the termination of the acquired company, i.e. . before submitting documents for registration of the reorganization specified in Art. 14 Federal Law “On State Registration of Legal Entities and Individual Entrepreneurs” (clause 2, Article 27.5-5. Federal Law “On the Securities Market”). This fact is confirmed by a copy of the decision on the issue of shares with a mark on its registration made by the Central Bank of the Russian Federation, which is precisely submitted for registration of the reorganization (Order of the Federal Financial Markets Service of Russia dated July 9, 2013 No. 13-57/pz-n).

In this case, the decision of the Central Bank of the Russian Federation on state registration of the issue of shares comes into force from the date of state registration of the reorganization (clause 3 of Article 27.5-5. Federal Law “On the Securities Market”).

The applicant to the Central Bank of the Russian Federation must be the legal entity being reorganized. It should be noted that the Central Bank of the Russian Federation has not yet approved an exhaustive list of documents that Companies will need to provide for state registration of the issue of shares, which are referred to in paragraph 2 of Art. 20 Federal Law “On the Securities Market”, therefore, before their approval, you must be guided by the list of documents presented in clause 2.4.2. Emission standards. From this list it is necessary to exclude the document confirming the state registration of the issuer, since in connection with the existing changes it will no longer need to be provided.

The deadlines for submitting documents for state registration of the issue of shares and the deadline for their registration have not changed: documents must be submitted no later than 3 months from the date of approval of the decision on the issue of shares, and the registration itself takes 1 month from the date of submission of documents (clause 1, clause 3, art. 20 Federal Law “On the Securities Market”). However, now delaying these deadlines will affect the duration of the entire reorganization.

Upon state registration of the issue of shares, they are assigned an individual state registration number, with the exception of reorganization in the form of separation (division) with accession (merger), when shares are assigned an identification number (3).

The placement of shares, as before, is carried out on the day of state registration of the reorganization on the basis of the decision on such reorganization (clause 1 of article 24, clause 1 of article 27.5-5. Federal Law “On the Securities Market”).

Upon completion of the reorganization procedure, the Company now needs to submit a report on the results of the share issue to the Central Bank of the Russian Federation no later than 30 days after the completion of the placement of shares. (Article 25 of the Federal Law “On the Securities Market”), which must be approved by the general meeting of shareholders of the Company registered as a result of the reorganization, and signed by its director. A report on the results of the issue of shares is registered by the Central Bank of the Russian Federation on the basis of an application from the issuer within 14 days. When registering a report on the results of the issue, the Central Bank of the Russian Federation cancels unplaced shares and checks the number of shares issued by the issuer with the number of all shares transferred to the personal accounts of shareholders. Before the innovations, state registration of the report on the results of the issue of shares was carried out simultaneously with the state registration of the issue of shares (4).

Thus, the procedure for registering shares during the reorganization of joint stock companies has undergone fundamental changes and at the same time has become significantly more complicated.

Tax authorities and taxpayers still cannot get used to the new rules for registering the issue of shares during the reorganization of joint stock companies, which creates serious problems for companies. There are cases where tax authorities register joint stock companies created as a result of reorganization before registering the issue of shares. Subsequently, the companies cannot register the issue of shares, and shareholders for this reason are deprived of the right to receive shares subject to placement. This means that shareholders of companies in such a situation are actually deprived of the rights to receive part of the profit of the joint-stock company in the form of dividends, and to participate in the management of the joint-stock company, and to part of the property remaining after liquidation. As a result of such erroneous actions of society and tax authorities, the registered CJSC is inferior and is deprived of the opportunity to make any decisions in the future.

The only way out of this situation is to file a claim by such a joint stock company with the arbitration court to recognize as illegal the actions of the tax authority to enter entries into the Unified State Register of Legal Entities about the reorganization and to oblige the tax authority to exclude from the Unified State Register of Legal Entities the entries on the creation of the company as a result of the reorganization.

There is already judicial practice in such cases: the decision of the Arbitration Court of the Moscow Region dated 13.02. 2013 in case No. A41-47299/2012. In this case, the court satisfied the claim of the applicants, recognizing that the entry into the Unified State Register of Legal Entities by the tax authority about the registration of the spin-off with simultaneous merger did not comply with the law, since there was no registration of the issue of shares before the reorganization, and ordered The tax authority will implement the decision immediately.

Footnotes:

1) Decree of the President of the Russian Federation dated July 25, 2013 No. 645 and Federal Law dated July 23, 2013 No. 251-FZ “On amendments to certain legislative acts of the Russian Federation in connection with the transfer of powers to the Central Bank of the Russian Federation for regulation, control and supervision in the field of financial markets"

2) clause 1 art. 14 Federal Law “On state registration of legal entities and individual entrepreneurs”