Bryan Cave Leighton Paisner (Russia) LLP (formerly Goltsblat BLP in Russia) advises that the President of Russia has signed a Federal Law “On Attracting Investment through Investment Platforms...”1 (the “Crowdfunding Law”). It will come into force on 1 January 2020.
The Law, while not using the term “crowdfunding”, is still an important step forward in developing digital laws in Russia. It regulates fundraising, sets requirements on parties involved and defines a number of key concepts, such as investment platforms, investment platform operators and participants, utility digital rights, etc.
The Law defines ‘investment platform’ as a web-based information system designed to facilitate entry into investment contracts through use of information technology and compliant with the requirements in Article 11 of the Law.
Access to such a platform will be provided by its operator – a legal entity (joint-stock company or limited liability company) included by the Bank of Russia on the register of investment platform operators. The Law imposes minimum capital requirements on such operators (RUB 5 m), requires them to develop platform regulations, identify its participants, disclose and submit information and liaise with other operators, and restricts permitted types of parallel business. It also regulates their rights and obligations with respect to funds on their nominal accounts.
Article 13 of the Law describes the procedure for investing through an investment platform. Platform operators will sign contracts with investees granting them access to the platform functionality to make contracts with investors. In doing so, operators will be required to identify their counterparties as per the investment platform regulations. An investment contract is concluded by accepting the investee’s offer and remitting investors’ funds to its bank account.
The Law provides three options for raising money through a digital platform:
Acquiring mass-issued (emissionnie) securities placed via an investment platform, apart from securities of credit institutions and non-credit financial institutions, structured notes and securities offered to qualified investors;
Acquiring utility digital rights, which are rights to demand transfer of some thing (except for property if rights to such property or transactions with it require state registration / notarisation) or of exclusive rights to intellectual products and/or rights to use them, and also rights to demand performance of work or delivery of services, provided that such rights originally emerge as digital rights.
Ownership of utility digital rights may be attested by special digital certificates, which are non-mass-issued (neemissionie) securities without par value. Owners will obtain digital certificates from the depository, which also registers such rights.
Article 14 of the Law sets forth the requirements on investees and lists cases when a legal entity or a sole trader may not act as such.
That said, a person may not raise more than RUB 1 bn via investment platforms in one calendar year (other than in certain cases when investments are attracted by public joint-stock companies); similarly, an individual may not invest more that RUB 600 thousand (with some exceptions).
Operators will report their platform performance to the Bank of Russia, which will be in charge of the operator register and will be also vested with supervisory functions. The register of investment platform operators will be publicly available on the Internet
As noted above, the Law takes effect on 1 January 2020. Entities already organising access to investment through investment platforms must take steps to comply with the Law by 1 July 2020.
1 Federal Law No. 259-FZ dated 2 August 2019 “On Attracting Investment through Investment Platforms and on Amending Certain Legislative Acts of the Russian Federation”
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