Additional requirements on maintenance by security issuers of registers of holders of registered securities

26.03.2010

Legal Update No. 132

Golstblat BLP advises that joint-stock companies that maintain their own registers of holders of registered securities must bring their activities into line with order of the Federal Service for the Financial Markets of 13 August 2009 No. 09-33/pz-n „On the specific procedure for security issuers to maintain registers of holders of registered securities” (the Order).

This process must be completed by 27 May 2010.

The order contains additional requirements on joint-stock companies maintaining registers:

1) Joint-stock companies should draw up and approve an internal document consisting of rules for maintaining the register of holders of registered securities. There are requirements applying to the contents of this document. The rules must be accessible to shareholders and other interested parties.

2) Open and closed joint-stock companies that offer their securities publicly are required to disclose the rules for maintaining the register of holders of registered securities on a webpage. Other closed joint-stock companies are required to disclose their register maintenance rules on the Internet or by sending certified copies of the rules to persons registered in the register.

3) Joint-stock companies that maintain their registers themselves are required annually, by 15 February of the year following the reporting year, to submit their reporting to the territorial agencies of the Federal Service for the Financial Markets of Russia. The reporting should include:

  • general information about the joint-stock company;
  • information about the quantity of outstanding securities;
  • information about the number of custody accounts in which the securities are kept;
  • information about the proportion of state and municipal ownership;
  • information about the grounds form, number and volume of operations performed during the reporting period to re-register security ownership rights.

Please note that, if violations of the Order are classified as administrative offences under article 15.19 “Violation of the requirements of the legislation on provision and disclosure of information on the securities market” or article 15.22 “Breach of the rules for maintaining registers of security holders” of the Code of Administrative Offences of the Russian Federation, an administrative fine of up to 1 million roubles may be imposed on the relevant legal entity.

For additional information, please contact:

Anton Sitnikov, Partner,
Head of Corporate/ M&A Practice
Goltsblat BLP,
E: info@gblplaw.com

Anton Rogoza,
Partner,
Corporate/ M&A Practice
Goltsblat BLP,
E: info@gblplaw.com

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