Chapter 1. Stages of the procedure for issuing securities

1.1. The procedure for issuing shares, bonds and options of the issuer (hereinafter referred to as securities), unless otherwise provided by these Regulations, includes the following stages:

making a decision on the placement of securities or another decision that is the basis for the placement of securities (hereinafter referred to as the decision on the placement of securities);

approval of the decision on the issue (additional issue) of securities;

state registration of an issue (additional issue) of securities or assignment of an identification number to an issue (additional issue) of securities;

placement of securities;

state registration of a report on the results of the issue (additional issue) of securities or submission of a notification on the results of the issue (additional issue) of securities.

1.2. Securities, the issue (additional issue) of which has not passed state registration, cannot be placed, except for the following cases:

placement of shares upon establishment of a joint stock company;

placement of securities during the reorganization of joint-stock companies in the form of division or spin-off, carried out simultaneously with a merger or acquisition, in which the placement of securities of joint-stock companies created as a result of division or spin-off is carried out without state registration of the issue of securities and a report on the results of the issue of securities ;

placement by open subscription of bonds without collateral, in respect of which the conditions established by paragraph 1 of Article 27.5-2 of the Federal Law “On the Securities Market” are simultaneously met (hereinafter referred to as exchange-traded bonds);

placement by private subscription of bonds without collateral, in respect of which the conditions established by subparagraphs 3 - 5 of paragraph 1 of Article 27.5-2 of the Federal Law “On the Securities Market” are simultaneously met (hereinafter referred to as commercial bonds);

placement of Russian depositary receipts in respect of which the conditions established by paragraph 5.1 of Article 27.5-3 are simultaneously met

1.3. State registration of an issue (additional issue) of securities may be accompanied by registration of a securities prospectus, and in the case of placement of securities by subscription, must be accompanied by registration of a securities prospectus, except in cases where at least one of the following conditions is met:

in accordance with the terms of placement of securities, they are placed to persons who are qualified investors, provided that the number of persons who can exercise the pre-emptive right to purchase such securities, excluding persons who are qualified investors, does not exceed 500;

in accordance with the terms of placement of shares and (or) securities convertible into shares, they are placed to persons who, on a certain date, were or are shareholders of the issuing joint stock company, provided that the number of such persons, excluding persons who are qualified investors, does not exceeds 500;

in accordance with the terms of placement of securities, they are offered to persons, the number of which does not exceed 150, excluding persons who are qualified investors, as well as excluding persons who, as of a certain date, were or are participants (shareholders) of the issuer, provided that the number of such participants (shareholders) who are not qualified investors do not exceed 500;

in accordance with the terms of placement of securities, they are placed by private subscription among persons, the number of which, excluding persons who are qualified investors, does not exceed 500;

the amount of funds raised by the issuer by placing securities of one or several issues (additional issues) within one year does not exceed 200 million rubles;

the amount of funds attracted by the issuer, which is a credit institution, by placing bonds of one or several issues (additional issues) within one year does not exceed four billion rubles;

in accordance with the terms of placement of securities, the amount of funds contributed in payment for them by each of the potential acquirers, with the exception of persons exercising the pre-emptive right to purchase the relevant securities, is at least four million rubles, provided that the number of persons who can exercise the pre-emptive right the right to purchase such securities, excluding persons who are qualified investors, does not exceed 500;

in the case of state registration of a separate issue (additional issue) of bonds placed under the bond program, if the bond prospectus is registered simultaneously with the state registration of the bond program.

1.4. If the state registration of two or more issues (additional issues) of securities of one issuer is carried out simultaneously, one securities prospectus may be prepared in relation to the securities of such issues (additional issues).

1.5. If securities are placed by open subscription or the procedure for issuing securities is accompanied by registration of a securities prospectus, the issuer is obliged to disclose information about the issue (additional issue) of securities in accordance with Article 30 of the Federal Law “On the Securities Market”.

1.6. If, in accordance with these Regulations, the issuer submits to the Bank of Russia (hereinafter referred to as the registration authority) any document (documents), such document is submitted (such documents are provided) to the registration authority on paper. If the paper document contains more than one sheet, it must be numbered, stitched, sealed with the issuer's seal on the firmware and certified by the signature of the issuer's authorized person. Erasures and blots in the text of documents submitted on paper are not allowed.

The accuracy of copies of documents submitted in accordance with these Regulations to the registration authority on paper must be confirmed by the seal of the issuer and the signature of its authorized person, unless another form of certification is established by regulatory legal acts of the Russian Federation.

In the cases provided for by these Regulations, the texts of documents are also submitted to the registering authority on electronic media and in a format that meets the requirements of the registering authority.

1.7. In cases where, in accordance with these Regulations, the issuer submits a copy of any document to the registration authority, it has the right to submit the original of such document to the registration authority instead of a copy.

1.9. Documents provided for by these Regulations may be submitted to the registration authority in electronic form (in the form of electronic documents), signed with an electronic signature in accordance with the requirements of the Federal Law of April 6, 2011 N 63-FZ “On Electronic Signatures” (Meeting legislation of the Russian Federation, 2011, N 15, article 2036; N 27, article 3880; 2012, N 29, article 3988; 2013, N 14, article 1668; N 27, article 3463, article 3477; 2014 , N 26, Art. 3390). The specified documents in electronic form (electronic documents) are recognized as equivalent to documents signed with a handwritten signature and presented on paper.

Information about changes:

By Directive of the Bank of Russia dated September 2, 2015 N 3774-U, Chapter 1 was supplemented with clause 1.10

1.10. The deadlines established by these Regulations are calculated from the day following the day of receipt of the relevant documents by the registering authority, and if the specified deadlines are established by these Regulations for issuing (sending) notifications based on the results of consideration of documents received by the registering authority - from the day following the day of acceptance by the registering authority the body of the relevant decision based on the results of consideration of such documents. If the last day of the period established by these Regulations falls on a non-working day, the end date of the specified period is the next working day following it.

Information about changes:

By Directive of the Bank of Russia dated September 2, 2015 N 3774-U, Chapter 1 was supplemented with clause 1.11

1.11. In the event that, in accordance with these Regulations, it is required to submit a document confirming the fact of payment of the state duty levied in accordance with the legislation of the Russian Federation on taxes and fees for the commission of a legally significant action by the registering authority, and the registering authority does not have reliable information about the payment by the applicant (issuer) ) the specified state duty in the prescribed manner, the documents submitted by the applicant (issuer) are left without consideration. In this case, the registration authority is obliged, within seven working days from the date of receipt of the documents submitted by the applicant (issuer), to send it a notification indicating the need to submit a document confirming the fact of payment of the state duty, and the passage of the time limits established by these Regulations for consideration of the documents submitted by the applicant (issuer) documents is suspended until the registration authority receives reliable information about the payment of the state duty in the prescribed manner.

Information about changes:

By Directive of the Bank of Russia dated September 2, 2015 N 3774-U, Chapter 1 was supplemented with clause 1.12

1.12. The use of a seal on documents submitted in accordance with these Regulations to the registration authority on paper is mandatory in cases provided for by federal laws, as well as if information about the presence of a seal is contained in the charter (constituent document) of the relevant legal entity.

Information about changes:

By Directive of the Bank of Russia dated October 28, 2016 N 4171-U, Chapter 1 was supplemented with clause 1.13

1.13. If, in accordance with these Regulations, it is required to submit a copy of the minutes (extract from the minutes) of the general meeting of participants of a business company, and the specified document does not contain information on compliance with the provisions of paragraph 3 of Article 67.1 of the first part of the Civil Code of the Russian Federation (Collection of Legislation of the Russian Federation, 1994, N 32, Article 3301) of the procedure for confirming the decision (decisions) adopted by the general meeting of participants of a business company, and the composition of persons present when it (their) was adopted, along with such a document a certificate containing information on compliance with this procedure must be submitted (another document containing information about compliance with the specified procedure). In this case, information about compliance with this procedure must include the name of the registrar who performed the functions of the counting commission, or the last name, first name, patronymic (if the latter is available) and the name of the position of the notary who certified the decision(s) made, and if the decisions were made by the general meeting participants of a limited liability company, confirmed by another method - an indication of such method.

Information about changes:

By Directive of the Bank of Russia dated October 28, 2016 N 4171-U, Chapter 1 was supplemented with clause 1.14

1.14. If, in accordance with these Regulations, it is required to submit a document (including a copy of the minutes (extract from the minutes) of the general meeting of bondholders) confirming receipt of the consent of the bondholders in the prescribed manner, and the specified consent of the bondholders cannot be obtained due to this that no bondholder has the right to vote on the relevant issue, instead of the specified document, a certificate containing relevant explanations must be submitted.

According to the Federal Law “On the Securities Market”, the issue of securities is the sequence of actions of the issuer established by law for the placement of issue-grade securities. It should be noted that only equity securities, namely shares and bonds, can be placed.

The procedure for issuing securities is regulated by national legislation and includes a number of mandatory stages. Thus, the main stages of the issue are:

• - making a decision on the issue of securities,
• - approval of the decision and preparation of the issue prospectus,
• - registration of the issue prospectus with a government agency,
• - registration of issue of issue-grade securities,
• - placement of securities,
• - state registration of the report on the results of the issue.

The decision to issue shares or other securities in the company must be approved by authorized persons. This decision must be registered with the state securities registration authority and contain data sufficient to establish the scope of rights secured by the security. Thus, the legislation of the Russian Federation specifies the mandatory amount of information that must be contained in the decision to issue securities.

A particularly notable situation is when a company plans to issue shares for the first time. This procedure is called an initial public offering (IPO) and is the most difficult task

State registration of the issue of issue-grade securities is accompanied by registration of their prospectus in the case of placement of issue-grade securities by open subscription or by closed subscription among a circle of persons whose number exceeds 500. A prospectus is a published special declaration containing reliable and complete information about the nature of the activities of a joint-stock company, its managers, capital, income, debt and other indicators of financial position. After the prospectus is registered, the document is examined to identify any omissions.

The prospectus consists of several sections:

The first contains the most general information about the issuer: the name and legal form of the company; persons responsible for the accuracy of the data provided in the prospectus.

The second section contains an investment declaration, which defines investment goals and directions of investment policy, i.e., provides a brief description of the issuer's intended activities in the securities market.

The third section of the prospectus contains information about the upcoming issue of securities. These include the size of the authorized capital upon establishment of the enterprise, taking into account the additional issue of shares, the type of securities issued, their par value and initial subscription price, the start and end date of the placement of shares, etc.

The subsequent sections of the prospectus provide information about previous issues of securities, the issuer's founders, management bodies, indicating the names of managers, their shares in the authorized capital, a list of all positions held currently and over the past five years, including outside the issuer's management bodies. In addition, it reports on legal claims and sanctions brought against the issuer at the time of registration of the prospectus, and provides a report on the financial position and results of operations of the company.

The final sections of the prospectus set out the conditions for acquiring the rights of security holders, as well as other information of interest to investors.

The legislation lists the basic requirements for the content of the prospectus.

The issuer and the guarantors of the issue (if any), as well as investment institutions that, by agreement with the issuer, sell securities to the first owners, are obliged to provide each buyer with the opportunity to familiarize themselves with the terms of sale and the prospectus before purchasing these securities. Therefore, publication of the prospectus is mandatory.

The issuer and investment institutions that sell shares to the first owners are also obliged to provide all of them with equal price terms of purchase (the price of shares of one issue in this case should be the same).

Registration of securities issue. The issue of securities is carried out under strict control by government agencies. All issues must be registered with the Federal Financial Markets Service and receive a state registration number; otherwise, the Federal Financial Markets Service has the right to declare securities issues invalid, suspend them, refuse registration in cases where issuers or investment companies selling securities indicate inaccurate information in the issue prospectuses or information that requires clarification, and also violates the requirements of current legislation during the release process.

Restrictions on state registration of an issue apply not only to shares, but also to other types of securities, primarily bonds. Thus, according to current Russian legislation, a bond issue does not undergo state registration in the following cases:

• - until full payment of the authorized capital of the issuing organization;
• - before registering a report on the results of a previously registered bond issue of the same series;
• - before registering reports on the results of all previously registered issues of shares and making appropriate changes to the charter of the issuing joint stock company;
• - if the sum of the nominal values ​​of the issued bonds together with the sum of the nominal values ​​of all outstanding bonds of the issuer exceeds the size of its authorized capital or the amount of security provided to it by third parties.

Placement of the issue. The placement of securities on the primary market can take place in the form of distribution, subscription or conversion.

Distribution refers to the distribution of additional securities of the company among their owners. During conversion, issued securities are exchanged for previously issued bonds or for shares with a higher or lower par value.

The market placement of issued securities occurs mainly by subscription; the other two methods practically do not make it possible to change the composition of holders of the company's securities.

Among the shares placed by subscription, there are shares of companies that are already present on the market and the first public subscription to shares. In the second case, we are talking about turning a closed company into an open one and attracting external, outside shareholders. This is typical for almost all joint stock companies that have reached a certain stage of development and want to mobilize additional capital.

Today, NSD has an established technology, proven by many years of practice, for servicing and providing services to issuers of corporate bonds, government bonds of the Russian Federation and constituent entities of the Russian Federation, municipalities in the process of placement and secondary circulation:

• registration of rights and mandatory centralized storage of the certificate of issue of documentary bearer bonds;
• maintaining the issuer's emission account;
• maintaining a treasury securities account;
• making transfers of bonds to depositor accounts based on the results of transactions concluded on the exchange or over-the-counter market, including during the placement and circulation of bonds;
• ensuring the preparation and execution of coupon payments and redemption of the par value of bonds;
• comprehensive support for the issuer's process of early repurchase and redemption of bonds.

In the process of providing the above services, NSD exchanges documents with the issuer in electronic form (under the agreement on the exchange of electronic documents).

Transfers of bonds across accounts can be carried out under the following conditions:

• transfer on the terms of “delivery versus payment” (DVP) during exchange placement and circulation;
• transfer on delivery versus payment (DVP) terms for over-the-counter placement and circulation;

NSD, as a depository that carries out mandatory centralized storage of certificates for issues of documentary bearer bonds, ensures the transfer to NSD's depositors of funds received from the issuer to fulfill its obligations to bond holders (for bonds whose state registration or assignment of an identification number was carried out after 01/01/2012) .

The procedure for NSD providing the issuer with services for storing securities certificates and recording rights to securities by opening and maintaining the issuer's issue account/treasury securities account, carrying out transactions on these accounts related to the placement, circulation, repurchase, redemption of securities, transfer of payments on securities securities, etc., in accordance with the terms of issue and circulation of securities is established.

Stages of bond issue

At the initial stage, the issuer accepts decision to issue bonds, after which the issuer, together with the financial advisor or underwriter, begins preparation for registration of bond issue terms (prospectus, decision on issue). The stage of preparing the terms of the bond issue is one of the most significant, since the placement and circulation of bonds on the stock exchange, as well as the servicing of the bond issue at NSD are subsequently carried out in accordance with the registered terms of the issue.

Documents containing the terms of the bond issue, prepared by the issuer for registration of the issue, must be agreed upon with NSD regarding the procedure for servicing the issue by the depository, which carries out the mandatory centralized storage of the securities issue certificate.

The second stage is conclusion of an issue account agreement between the issuer and NSD. A copy of the agreement is provided to the registration authority during state registration of the issue of securities or to the exchange that assigns an identification number to the issue of exchange-traded bonds.

Next stage - state registration issue of bonds by the registering authority with assignment of a state registration number or assigning an identification number to the issue of exchange-traded or commercial bonds.

After state registration of a bond issue or assignment of an identification number to the bond issue, the issuer forms and submits a package of documents to NSD necessary to ensure the placement, circulation and redemption of the bond issue, in accordance with the Regulations on the interaction between NPO JSC NSD and the issuer.

Issuer before the placement start date transfers for storage to NSD bond certificate issued for the entire volume of the issue. The certificate must be issued in accordance with the requirements of Federal Law dated April 22, 1996 No. 39-FZ “On the Securities Market”. An example of filling out and the form of the Certificate is presented in the section “Documents regulating interaction with issuers”. The section presents the documents that the issuer must prepare when interacting with NSD.

Procedure for the initial placement of bonds on the MB

1. The issuer submits to NSD a set of documents for the placement of bonds (issue documents (prospectus, resolution), etc.):
   • NSD deposits the certificate;
   • NSD, on the instructions of the issuer (instruction MF020), transfers bonds to the trading section of the issue account.
2. The issuer authorizes the underwriter to place orders for the sale of bonds in the Trading System of the Moscow Exchange on behalf of the issuer.
3. Reservation of funds by trading participants in accounts with NSD.
4. NSD transmits to NCC information about the number of bonds in the issuer's issue account and to the Moscow Exchange Trading System about funds reserved in the settlement accounts of trading participants.
5. The underwriter places orders for the sale of bonds in the Trading System of the Moscow Exchange.
6. Trading participants who have reserved funds in a current account with NSD submit orders to purchase bonds in the Trading System of the Moscow Exchange.
7. Based on the results of trading, NCC transmits to NSD information on the number of bonds to be written off from the Issuer's emission account to the depositor's account or. Also, information is sent to NSD about the debiting of funds from the settlement accounts of trading participants whose purchase applications were satisfied, and the crediting of funds to the underwriter’s settlement account.
8. NSD makes settlements on transactions according to information received from NCC.
9. NSD debits funds from the settlement accounts of trading participants and credits them to the underwriter's settlement account in accordance with the information received from NCC.
10. The underwriter transfers the funds received as a result of the placement of bonds to the issuer's bank account.

Procedure for the initial placement of bonds through closed subscription

Free delivery on counter orders:

1. The Issuer submits to NSD a set of documents for placement and deposits the certificate, and also submits a custody order (in form MF010) to transfer bonds from the Issuer's issue account to the acquirer's custody account.
2. The acquirer submits to NSD:

• securities instruction (in form MF010) to credit bonds from the Issuer's issue account to the acquirer's securities account;

• verifies the custody orders of the Issuer and the Acquirer;
• transfers bonds from the Issuer's issue account to the Acquirer's securities account;

With control over cash payments:

1. The issuer submits to NSD a set of documents for the placement of bonds (issue documents (prospectus, resolution), etc.):
   • The Issuer enters into an Issue Account Agreement with NSD;
   • NSD opens an issuing account;
   • NSD accepts bond issues for servicing;
   • NSD deposits the certificate;
   • The issuer submits an order to transfer bonds to the depositor's securities accounts (instruction MF170).
2. The depositor submits to NSD:
   • securities instruction in form MF170 to credit bonds from the issuer's issue account to the depositor's securities account;
   • payment order for the transfer of funds from your current account at NSD to the issuer's current account at NSD.
3. NSD performs the following actions:
   • verifies the securities orders of the issuer and the depositor and the payment order of the depositor;
   • transfers bonds from the issuer's issue account to the depositor's securities account;
   • transfers funds from the depositor's current account to the issuer's current account.

NSD performs the functions of a paying agent

According to Federal Law No. 39-FZ “On the Securities Market” and Articles 214.1 and 310 of Part Two of the Tax Code of the Russian Federation (hereinafter referred to as the Law):

1. Income for all securities with mandatory centralized storage (hereinafter referred to as Securities) are transferred by the issuer through the depositary which carries out mandatory centralized storage of securities (hereinafter referred to as the Central Depository). The Central Depository transfers income to its depositors, including depositors - nominal holders, who transfer income to their depositors, etc., to the final owner;
2. Depositories are tax agents when making income payments for Securities in relation to individuals and non-residents who have an owner's securities account in this depository.
3. Lists of owners for payments on Securities are not collected. Income is transferred to the depositor in whose securities account the securities were recorded on the date determined in accordance with the decision to issue securities by current legislation.
4. The right of the issuer is provided once a year to receive from the depository that carries out the mandatory centralized storage of issue-grade securities a list of owners for a fee not exceeding the cost of its production, and in other cases - for a fee specified in the agreement with the depository that carries out the centralized storage of securities .

Thus, the function of transferring payments is an integral part of the depository services that depositories provide to their depositors. The law applies to bond issues that are registered/identification numbers assigned after 01/01/2012 and to all federal government issued securities with mandatory centralized storage, regardless of the date of registration of their issue.

For bond issues that were registered/identification number assigned before 01/01/2012, the procedure for collecting a list of owners and/or nominee holders, its transfer to the issuer and paying agent, as well as the procedure for paying income remains the same, in accordance with the issue documents of the securities issue.

For bond issues that were registered/identification number assigned before 01/01/2012, the performance of NSD’s functions as a paying agent involves a full range of payment servicing services, including:

• carrying out calculations and transfers of funds on behalf of the issuer;
• providing the issuer with reports on payments made;
• informing interested parties about the terms and conditions of coupon payments and bond redemption; provision of reports to persons authorized to receive coupon payments and amounts from the redemption of the par value of bonds.

Advantages of NSD when providing payment agent services for bond issues that are registered/identification number assigned before 01/01/2012

NSD generates information about recipients of payments on bonds. Transfer of such information to the issuer and then to a third party (another paying agent) may result in distortion or loss of data about payment recipients, which is excluded in the case where NSD is the paying agent.

An increase in the actual period of circulation of bonds on the market is achieved by excluding third parties from the payment scheme, which reduces transaction costs for the formation and transfer of a list of recipients of payments on bonds and allows for the maximum proximity of the fixation date to the date of payment of the coupon income.

The procedure for NSD to provide services to the issuer in performing the functions of a paying agent is determined by the agreement on the provision of services for servicing payments of the nominal value of bonds upon their redemption and payments of coupon income (paying agent agreement).

The cost of NSD's services has remained at a competitive level for many years and does not exceed the prevailing market rates of other paying agents. You can familiarize yourself with the tariffs for payment of NSD services under payment agent agreements when servicing bond issuers in the “Tariffs” section.

Scheme of interaction between the Issuer and NSD when accepting for servicing an issue of exchange-traded bonds with a certificate and issue documents in electronic form

1. The issuer submits to the Moscow Exchange a set of documents necessary to assign an identification number to the bond issue (contact telephone number of the Moscow Exchange for interaction: +7 495 363-32-32).
2. The issuer submits to NSD a set of documents for the placement of bonds:
   • The issuer sends to NSD a certificate in electronic form (in PDF format), signed by the electronic signature of the first person or the digital signature of an authorized employee (in the case of placing an issue under the exchange-traded bond program).

     To sign an electronic signature certificate, you need to right-click on the certificate in PDF format at the workplace where the Luch software and the Certificate Directory are installed and select the “Sign” option.

     The certificate is sent through Luch software in the form of an untyped document (the size of the file/files should not exceed 10 MB) to the address NDC000IAD000.

     Table of deadlines for sending certificates:

     * where R is the start date of placement, the period is calculated in working days

   • The issuer sends to NSD the forms of documents for the placement of bonds, provided for by the Regulations on the interaction between NSO JSC NSD and the issuer.

     Form Z1.1 is sent through Luch software in the form of an untyped document to the address NDC000IAD000.

     When listed on an exchange:

     An order to open a trading section on an emission account (AF090) is sent through the Luch software in the form of an order with the transaction code “90” (if the section has not been opened previously).

     An order for the transfer of securities within one account (MF020) is sent through the Luch software in the form of an order with the transaction code “20”.

     When placing bonds outside the exchange:

     Instructions to transfer bonds to the securities accounts of NSD participants are sent using Luch software with transaction code 16 or 16/2. To execute a transfer, you must submit a counter instruction with transaction code 16/1 or 16/3.

Servicing share issuers

NSD provides the following services to share issuers:

• Depository services for public offering of securities
• Maintaining a treasury securities account

Provision of depository services during the initial placement of an additional issue of shares of the Issuer on the stock exchange (carried out under the Agreement on the provision of depository services through open subscription)

Stages of interaction between the Issuer and NSD during the initial placement of an additional issue of shares on the stock exchange:

• Approval of the draft decision on the issue of shares in terms of provision of depository services (before state registration);
• Concluding an agreement on the provision of depositary services during a public offering of shares (after state registration);
• Agreeing on a time schedule for interaction on the placement date with authorized employees of NSD, the registrar, the underwriter, the trading system (exchange) and NCC.

Providing services to the Issuer for the transfer of shares issued by this Issuer from a treasury personal account opened with the registrar to a treasury securities account at NSD

Stages of interaction:

• Conclusion/updating of a treasury securities account agreement, opening (maintaining) a treasury securities account within the framework of the concluded agreement;
• NSD opens a personal account for ND/ND CD with the Issuer's registrar (if such an account has not been opened previously) and accepts the issue(s) of shares for depository services. To accept for servicing issues of shares of issuers issued in accordance with the requirements of the current legislation of the Russian Federation, the Issuer must provide the necessary documents to NSD.
• The issuer submits a transfer order to the registrar for the transfer of securities from the treasury personal account to the personal account of NSD's nominee holder in the register or an order to conduct a transaction on the personal account of the nominee holder of NSD's central depository. The issuer submits an order (transaction code 35) to accept securities for storage/accounting.
• Shares accounted for in a treasury securities account with NSD can be issued for circulation by the Issuer both on the stock exchange (if listed) and off the stock exchange.

Scheme for transferring shares from a treasury personal account opened with the registrar to a treasury securities account at NSD:

1. The Issuer submits to the Registrar a Transfer Order to write off the Issuer's shares from the treasury personal account;

   1*.The issuer submits an order to NSD to accept securities for storage/accounting

   In the case of a NDDC personal account, NSD, on the basis of the above instructions, generates an Instruction for the registrar to carry out an operation on the NDDC personal account

2. The registrar informs NSD by sending a certificate of transaction on the personal account of ND NSD or sends a reconciliation request for the transaction on the personal account of NDDC NSD.;

   2*. In the case of a personal account, NDDC - NSD confirms the transaction to the registrar or refuses to carry out the transaction.

Issue of purchased securities on the stock exchange:

1. Acquirers submit applications to purchase shares of the Issuer in the Trading System;
2. Exchange of information between the Clearing Organization, NSD, Trading System (Exchange):
   • about the number of shares in the accounts;
   • about the results of the auction.
3. NSD credits shares to the Acquirers' securities accounts, according to information received from the Clearing Organization.

Issue of purchased securities outside the exchange:

3*. The issuer submits an order to transfer shares from the treasury securities account to the acquirer's securities account. The acquirer submits a counter instruction to credit the shares.

Primary securities market - this is the relationship between its participants, as a result of which securities are issued into circulation and begin their movement on the securities market.

Primary placement is typical for all securities without exception.

The primary securities market is an independent market with its own placement methods, a rather complex placement and intermediation mechanism, which, unlike an exchange, does not have its own trading place. The peculiarity of the over-the-counter market is that... That it passes through new issues of securities, which then go to the stock exchange during their subsequent purchase and repurchase.

The main participants in the primary market are issuers of securities and investors. Issuers in need of financial resources for investment in fixed and working capital determine the supply of securities. Corporations, the federal government, and municipalities can act as issuers. Investors looking for a profitable area to apply their capital create demand for securities. Buyers of securities can be individual and institutional investors. It is in the primary market that temporarily free funds are mobilized and invested in the economy. 2

Let's consider the procedure for issuing securities, i.e. their initial placement on the securities market. The concept of issue of securities is correctly used for issue-grade securities - shares and bonds.

The issue of securities is regulated by the fifth chapter of the Federal Law of the Russian Federation “On the Securities Market”.

The procedure for issuing securities includes the following stages:

making a decision on the placement of securities;

approval of the decision to issue securities;

state registration of securities issue;

placement of securities;

state registration of a report on the results of the issue of securities or submission to the registration authority of a notification on the results of the issue of securities.

In cases of placement of securities by open subscription and closed subscription among a circle of persons whose number exceeds 500, the issuance procedure additionally includes two more stages:

6. state registration of a securities prospectus;

7. disclosure of information about each stage of the issue procedure.

Making a decision on the placement of securities.

The decision to issue shares is made by the founders when establishing a joint stock company or by the general meeting of shareholders in the case of an additional issue. The decision to issue bonds is made by the board of directors. This decision is a standard document that should reflect the following information:

form of issue of securities;

an indication of mandatory centralized storage of documentary securities;

par value of securities;

number of securities issued;

conditions and procedure for placement (method of placement, terms, price of placement, procedure for payment for securities);

terms of repayment and payment of income on bonds. 3

Approval of the decision to issue securities

The decision to issue securities is approved on the basis and in accordance with the decision to place them.

The decision to issue securities is approved by the issuer's management body, which has the authority to do so in accordance with the current legislation and charter, signed by the person holding the position of the sole executive body of the issuer, indicating the date of signing, and sealed with the issuer's seal. 4

State registration of securities issue.

State registration of securities issues is carried out by the federal executive body for the securities market or another registration body determined by federal law.

For state registration of an issue of securities, the following must be submitted to the registration authority:

application for state registration of the issue of securities;

issuer's questionnaire;

a copy of the document confirming the state registration of the issuer;

decision to issue securities;

a copy of the decision of the authorized person who decided to place securities;

a copy of the decision of the authorized person who approved the decision to issue securities;

a copy of the issuer's constituent documents;

payment order, which confirms the fact of payment by the issuer of the state duty collected in accordance with the legislation of the Russian Federation on taxes and fees for consideration of the application for state registration of the issue of securities and for state registration of the issue of issue-grade securities;

inventory of submitted documents;

other documents.

Additionally, a copy of the issuer's 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 is provided.

For state registration of a securities issue, accompanied by registration of a securities prospectus, the following are additionally submitted to the registration authority:

securities prospectus;

a copy of the decision of the authorized person who approved the securities prospectus;

copies of documents confirming the issuer's compliance with information disclosure requirements at the stages of making a decision on the placement of securities and approving the decision to issue securities.

Within 30 days, the registering authority either agrees to the release or refuses state registration. If a decision is made on state registration of an issue of securities, the registration authority is obliged, within 3 days from the date of adoption of the relevant decision, to issue to the issuer:

notification of state registration of the issue of securities;

two copies of the decision on the issue of securities with a mark on its registration and the state registration number of the issue of securities;

two copies of the securities prospectus with a mark on its registration and the state registration number of the securities issue (in case of registration of the securities prospectus).

A decision to refuse state registration of an issue of securities may be made by the registration authority on the following grounds:

violation by the issuer of the requirements of the legislation of the Russian Federation on securities, including the presence in the submitted documents of information allowing one to conclude that the conditions for the issue and circulation of securities are inconsistent with the legislation of the Russian Federation and the non-compliance of the conditions for issuing securities with the legislation of the Russian Federation on securities;

non-compliance of the documents submitted for state registration of a securities issue or registration of a securities prospectus, and the composition of the information contained therein, with the requirements of the Federal Law “On the Securities Market” and other regulatory legal acts on the securities market;

inclusion in the securities prospectus or decision on the issue of securities and other documents that are the basis for state registration of the issue of false or unreliable information;

violation of deadlines for providing necessary documents.

The placement of securities includes:

carrying out transactions aimed at alienating securities to their first owners;

making credit entries on personal accounts or on securities accounts of the first owners (in case of placement of registered securities), or on securities accounts of the first owners in a depository that carries out centralized storage of documentary bonds with mandatory centralized storage (in case of placement of documentary bonds with mandatory centralized storage) ;

issuance of certificates of documentary bonds to their first owners (in case of placement of documentary bonds without mandatory centralized storage).

The placement of securities is carried out within the period specified in the registered decision on the issue of securities, which cannot exceed one year from the date of state registration of the issue of securities.

The placement of securities is carried out in the manner and on the terms established by the registered decision on the issue of securities.

State registration of a report on the results of the issue of securities.

The issuer submits to the registration authority a report on the results of the issue of securities no later than 30 days after the end of the period for placement of securities specified in the registered decision on the issue of securities. If all securities were placed before the expiration of this period, no later than 30 days after the placement of the last security of this issue.

The report on the results of the issue of securities of a business company is approved by the sole executive body of this business company.

A report on the results of the issue of securities of a legal entity of a different organizational and legal form is approved by the sole executive body of the legal entity.

The report on the results of the issue of securities is signed by the person holding the position of the sole executive body of the issuer, as well as the chief accountant of the issuer or the person performing his functions, indicating the date of signing, and sealed with the seal of the issuer.

The report on the results of the release must include the following information:

form of securities (book-entry, documentary);

method of placement of securities;

actual term of placement of securities (dates of actual start and end of placement of securities);

the nominal value of each security;

number of placed securities;

price of placement of securities;

total amount of proceeds for placed securities:

a) the total value of property in rubles contributed as payment for the placed securities;

b) the amount of funds in rubles contributed as payment for the placed securities;

c) the amount of foreign currency, expressed in rubles at the rate of the Central Bank of the Russian Federation, contributed as payment for the placed securities;

d) the cost of other property (tangible and intangible assets) contributed in payment for the placed securities in rubles;

the share of securities, in case of non-placement of which the issue of securities is recognized as failed;

share of placed and unplaced securities of the issue, etc.

The text of the report on the results of the issue of securities is also submitted to the registration authority on electronic media and in a format that meets the requirements of the federal executive body for the securities market.

The registering authority is obliged to carry out state registration of a report on the results of the issue of securities or make a reasoned decision to refuse its state registration within 14 days from the date of receipt of documents and magnetic media.

If a decision is made on state registration of a report on the results of the issue of securities, the registering authority is obliged, within 3 days from the date of adoption of the corresponding decision, to issue to the issuer:

notification of the registration authority about the state registration of the report on the results of the issue of securities;

two copies of the report on the results of the issue of securities with a mark of state registration.

If a decision is made to refuse state registration of a report on the results of the issue of securities, the registration authority is obliged, within 3 days from the date of adoption of the corresponding decision, to issue to the issuer a notice of refusal to state registration of the report on the results of the issue of securities, containing the grounds for the refusal.

A decision to refuse state registration of a report on the results of a securities issue may be made by the registration authority on the following grounds:

violation by the issuer of the requirements of the legislation of the Russian Federation during the issue of securities;

non-compliance of the documents submitted for state registration of the report on the results of the issue of securities and the composition of the information contained therein with the requirements of the Federal Law “On the Securities Market” and other regulatory legal acts on the securities market;

entering into the decision on the issue of securities or other documents that were the basis for state registration of the issue of securities, or into the report on the results of the issue of securities or other documents that are the basis for the state registration of the report on the results of the issue of securities of false, contradictory or unreliable information;

non-placement of any security of the issue or the share of securities established in the decision on the issue of securities placed by subscription, in case of non-placement of which their issue is recognized as failed.

If the state registration of a report on the results of a securities issue is refused, such issue is deemed invalid and its state registration is cancelled. 5

State registration of securities prospectus.

A securities prospectus is a document drawn up in the prescribed form and containing information about the issuer, its financial condition and the upcoming issue of securities.

The prospectus contains 10 main sections:

Brief information about the persons included in the issuer's management bodies, information about bank accounts, about the auditor, appraiser and financial consultant of the issuer, as well as about other persons who signed the prospectus;

Brief information about the volume, terms, procedure and conditions of placement for each type and category of issued securities;

Basic information about the financial and economic condition of the issuer and the risk factors of its activities, the purpose of the issue and the direction of use of funds received as a result of the placement;

Detailed information about the issuer;

Information on the financial and economic activities of the issuer;

Detailed information about the persons included in the issuer's management bodies and brief information about the issuer's employees;

Information on the total number of shareholders of the issuer and on transactions completed by the issuer;

The issuer's financial statements and other financial information;

Detailed information on the procedure and conditions for the placement of issue-grade securities;

Additional information about the issuer and the issued securities placed by it. 6

Disclosure of information about each stage of the issue procedure.

In case of registration of a securities prospectus, the issuer is obliged to provide access to the information contained in the securities prospectus to any persons interested in this, regardless of the purpose of obtaining this information. With an open subscription, the abbreviated securities prospectus is printed and circulated in the amount of 10,000 copies, with a closed subscription - 1,000 copies. 7

The concept of the procedure for issuing securities

Under issue of securities is understood as established by Art. 2 of the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market” (hereinafter referred to as Federal Law No. 39-FZ) the sequence of actions of the issuer for the placement of securities. The mentioned actions for the placement of securities are combined into a number of stages, which form procedure for issuing securities.
In general, the procedure for issuing securities includes the following stages (Clause 1, Article 19 of Federal Law No. 39-FZ):

• making a decision on the placement of securities;
• approval of the decision on the issue (additional issue) of securities;
• state registration of the issue (additional issue) of securities;
• placement of securities;
• state registration of a report on the results of the issue (additional issue) of securities.

In the case of placement of shares upon establishment of a joint stock company, as well as in the case of placement of securities during the reorganization of legal entities, with the exception of reorganization in the form of merger, state registration of the report on the results of the issue (additional issue) of securities is carried out simultaneously with the state registration of the issue (additional issue) itself ) securities, and the placement of securities is carried out before the state registration of the issue (additional issue) of securities. These differences are explained by the peculiarities of the issue of securities in the mentioned cases.
The stages of the procedure for issuing securities are in a certain logical sequence. Violation of this sequence in accordance with Art. 26 of Federal Law No. 39-FZ recognizes unfair issue and is the basis for refusal of state registration of an issue (additional issue) of securities, suspension of the issue of securities and recognition of the issue (additional issue) of securities as invalid.
In the case of placement of securities through open or closed subscription among a circle of persons whose number exceeds 500, the issue of securities is accompanied by registration prospectus(paragraph 1, clause 2, article 19 of Federal Law No. 39-FZ). In other cases, the issue of securities may be accompanied by the registration of a securities prospectus at the discretion of the issuer. If the issue of securities is not accompanied by registration of a securities prospectus, clause 3 of Art. 19 of Federal Law No. 39-FZ provides that it can be registered subsequently - after state registration of the report on the results of the issue (additional issue) of securities, that is, outside the framework of the procedure for issuing securities.
It is important to note that before the registration of a securities prospectus, public circulation of securities is prohibited (Article 27.6 of Federal Law No. 39-FZ), including at auctions conducted by a stock exchange or other organizer of trading on the securities market. Thus, one of the main factors influencing the issuer when making a decision to register a securities prospectus in cases where this is not required is to ensure the possibility of public circulation of securities and increasing the capitalization of the issuer.
Registration of a securities prospectus imposes on the issuer a number of additional obligations related to the disclosure of information about its financial and economic activities and securities.
Firstly, if the issue of securities is accompanied by the registration of a securities prospectus, each stage of the procedure for issuing securities is accompanied by the disclosure of information (clause 2 of Article 19 of Federal Law No. 39-FZ).
Secondly, in case of registration of a securities prospectus, the issuer is obliged to disclose information in the form (Part 4, Article 30 of Federal Law No. 39-FZ):

• quarterly report of the issuer of securities (quarterly report);
• reports of material facts (events, actions) affecting the financial and economic activities of the issuer of securities (reports of material facts).

Prospectus
A securities prospectus is an issuer's document containing detailed and detailed information about the issuer, its participants (shareholders), management bodies, financial and economic activities of the issuer and its securities. In general, the securities prospectus consists of nine sections:
Ichapter- brief information about the persons included in the issuer’s management bodies, information about bank accounts, the auditor, appraiser, financial consultant of the issuer, as well as about other persons who signed the prospectus;
IIchapter- brief information about the volume, terms, procedure and conditions of placement of securities;
IIIchapter- basic information about the financial and economic condition of the issuer and risk factors;
IVchapter- detailed information about the issuer;
Vchapter- information on the financial and economic activities of the issuer;
VIchapter- detailed information about the persons included in the issuer’s management bodies, the issuer’s bodies for monitoring its financial and economic activities, and brief information about the issuer’s employees;
VIIchapter- information about the participants (shareholders) of the issuer and transactions carried out by the issuer in which there was an interest;
VIIIchapter- accounting statements of the issuer and other financial information;
IXchapter- detailed information on the procedure and conditions for the placement of securities;
Xchapter- additional information about the issuer and the securities placed by it.
If a securities prospectus is registered subsequently (after state registration of the report on the results of the issue (additional issue) of securities), such prospectus does not contain sections II and IX concerning information on the procedure and conditions for the placement of securities.
The main purpose of a securities prospectus- disclosure of complete and reliable information, on the basis of which investors can objectively and reasonably assess the risks they assume and make a balanced and informed investment decision. In this regard, mechanisms that ensure the completeness and reliability of information disclosed to investors in the securities prospectus play a special role. Such mechanisms are the approval of the securities prospectus by the authorized management body of the issuer and the signing of the securities prospectus by officials of the issuer and third parties.
The issuer's securities prospectus is subject to approval by the authorized management body of this issuer.
The securities prospectus of a joint-stock company, as well as a business company, is approved by the board of directors (supervisory board) or the body exercising its functions in accordance with federal laws. The prospectus of securities of legal entities operating in other organizational and legal forms is approved by the person performing the functions of the executive body of such legal entities, unless otherwise established by federal laws (Clause 1, Article 22.1 of Federal Law No. 39-FZ).
In accordance with paragraph 2 of Art. 22.1 of Federal Law No. 39-FZ, the securities prospectus is signed:
a) a person holding the position (carrying out the functions) of the sole executive body of the issuer (director, general director, president, manager, management organization);
b) the chief accountant of the issuer or another person performing his functions;
c) the auditor (auditors) who checked the annual financial statements of the issuer contained in the securities prospectus, and if the annual financial statements of the issuer for different years were audited by different auditors and such auditors, due to objective or subjective reasons, cannot sign the securities prospectus, - an auditor who checked the latest annual financial statements of the issuer, who has the right to take responsibility for those annual financial statements that were audited by other auditors, or an auditor specially invited for these purposes (clause 3.3 of the Regulations on the disclosure of information by issuers of issue-grade securities, approved by resolution of the Federal Commission for the Securities Market Russia dated July 2, 2003 No. 03-32/ps);
d) an independent appraiser (clause 3.4 of the Regulations on the disclosure of information by issuers of equity securities, approved by Resolution of the Federal Securities Commission of Russia dated July 2, 2003 No. 03-32/ps), if such an appraiser was engaged by the issuer for:

• determining the market value of placed securities;
• determining the market value of the property that is the subject of collateral for the issuer's bonds placed with collateral;
• provision of other valuation services related to the issue of securities, information about which is indicated in the securities prospectus;

e) a financial consultant on the securities market for the placement of securities through an open subscription (public offering of securities) or for admission to public circulation, including at auctions conducted by a stock exchange or other organizer of trading on the securities market;
f) the person who provided security for the issuer's bonds placed with such security;
g) other persons at their discretion, including a legal consultant, and if a credit rating is assigned to the issuer or its securities by a rating agency, by such a rating agency (clause 3.8 of the Regulations on the disclosure of information by issuers of equity securities, approved by the resolution of the Federal Securities Commission of Russia dated July 2, 2003 No. 03-32/ps).
The person holding the position (carrying out the functions) of the sole executive body of the issuer, as well as the chief accountant or other person performing his functions, by signing the securities prospectus, thereby confirms the accuracy and completeness of all information contained in the securities prospectus.
The auditor (auditors), by signing the securities prospectus, thereby confirms the reliability of the issuer's annual accounting (financial) statements contained in the securities prospectus, the compliance of the issuer's accounting procedures with the legislation of the Russian Federation, as well as the compliance in all significant aspects with other financial information contained in sections III, IV, V and VIII of the securities prospectus, information in the audited annual accounting (financial) statements of the issuer contained in the securities prospectus.
An independent appraiser, by signing the securities prospectus, thereby confirms the assessment of the market value of the specified property, as well as the compliance in all significant aspects with the other information contained in sections II and IX of the securities prospectus with the compiled report on the assessment of the specified property.
By signing a securities prospectus, a financial consultant on the securities market thereby confirms the accuracy and completeness of all information contained in the securities prospectus, with the exception of the part confirmed by the auditor and (or) appraiser.
The person who provided security for the issuer's bonds placed with security, by signing the securities prospectus, thereby confirms the reliability of the information about the security.
Other persons, by signing a securities prospectus, thereby confirm the accuracy of the information in the part of the securities prospectus indicated by them.
Persons who have signed a securities prospectus, if they are at fault, bear jointly and severally with each other subsidiary liability with the issuer for damage caused to the owner of the securities as a result of unreliable, incomplete and (or) misleading information contained in such prospectus, confirmed by them (clause 3) Article 22.1 of Federal Law No. 39-FZ).
The subsidiary liability of the issuer with the persons who signed the securities prospectus presupposes the presence of a primary debtor - the issuer and additional (subsidiary) debtors - the persons who signed the securities prospectus. Accordingly, the claim of the owner of securities for compensation for damage must first be presented to the main debtor - the issuer, and only if the main debtor does not satisfy such a demand or does not respond to it within a reasonable time, it can be presented to additional (subsidiary) debtors (Article 399 of the Civil Code of the Russian Federation).
Joint and several (independent) liability of the persons who signed the securities prospectus means that the owner of the securities has the right to demand compensation for damage both from all joint and several debtors jointly, and from any of them separately, both in full and in a certain part. According to Art. 323 of the Civil Code of the Russian Federation, an owner who has not received full satisfaction from one of the joint and several debtors has the right to demand what was not received from the remaining joint and several debtors.
It is important to once again draw attention to the fact that a financial consultant on the securities market, when signing a securities prospectus, is responsible for the accuracy and completeness of all information contained in the securities prospectus, with the exception of the part confirmed by the auditor and (or) appraiser. Taking into account the above, a financial consultant on the securities market cannot be jointly and severally liable with the auditor and (or) appraiser signing the securities prospectus.

Making a decision on the placement of securities
Decisions on the placement of securities are decisions that determine the procedure and basic conditions for the placement of securities and are the basis for their placement. Such decisions include:

• agreement on the establishment (decision of the sole founder on the establishment) of a joint-stock company;
• decision to increase the authorized capital of a joint-stock company by increasing the par value of shares;
• decision to increase the authorized capital of a joint-stock company by placing additional shares;
• decision to split shares;
• decision to consolidate shares;
• decision to introduce changes and (or) additions to the charter of the joint-stock company regarding the rights granted by preferred shares;
• decision on the placement of additional shares into which previously placed preferred shares are converted, converted into ordinary shares or preferred shares of another type;
• agreement on merger of joint stock companies;
• agreement on the merger of one joint-stock company with another joint-stock company;
• decision on reorganization of the joint stock company in the form of division;
• decision on reorganization of the joint-stock company in the form of spin-off;
• decision to transform a legal entity into a joint stock company;
• decision to place bonds;
• decision to place the issuer's options.

The decision to place securities is made by the authorized body (person) of the issuer. The issuer's management body, which makes a decision on the placement of securities, is determined in accordance with the competence of the issuer's management bodies established by the Civil Code of the Russian Federation, the federal law regulating the activities of a legal entity in a certain organizational and legal form, and the charter (constituent documents) of the issuer.
In general, the decision to place securities is made by the general meeting of participants (shareholders) or the board of directors (supervisory board) of the issuer.
The management body of a joint stock company that makes the most important decision on the placement of securities - the decision to increase the authorized capital - is determined, inter alia, depending on the method of increasing the authorized capital and the method of placing shares. Thus, a decision to increase the authorized capital of a joint-stock company by increasing the par value of shares is made by the general meeting of shareholders, and a decision to increase the authorized capital of a joint-stock company by placing additional shares - by the general meeting of shareholders or the board of directors (supervisory board) of the joint-stock company, if in accordance with the charter joint stock company, he is given the right to make such a decision (clause 2 of article 28 of the Federal Law of December 26, 1995 No. 208-FZ (hereinafter referred to as Federal Law No. 208-FZ)). At the same time, in a number of cases, a decision to increase the authorized capital of a joint-stock company by placing additional shares, as well as a decision to place securities convertible into shares, is adopted only by the general meeting of shareholders with a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting shareholders, unless the need for a larger number of votes to make this decision is provided for by the charter of the joint-stock company. Such cases are:
a) placement of additional shares and securities convertible into shares through private subscription (Clause 3, Article 39 of Federal Law No. 208-FZ);
b) placement by open subscription of additional ordinary shares constituting more than 25 percent of previously placed ordinary shares (paragraph 1, paragraph 4, article 39 of Federal Law No. 208-FZ);
c) placement by open subscription of securities convertible into ordinary shares, which can be converted into ordinary shares constituting more than 25 percent of previously placed ordinary shares (paragraph 2, paragraph 4, article 39 of Federal Law No. 208-FZ).
According to para. 3 p. 2 art. 28 of Federal Law No. 208-FZ, if a decision to increase the authorized capital of a joint-stock company by placing additional shares is made by the board of directors (supervisory board) of the joint-stock company, such a decision must be made unanimously by all members of the board of directors (supervisory board) of the joint-stock company, in this case The votes of retired members of the board of directors (supervisory board) of the joint-stock company are not taken into account.
In general, the decision to place securities should determine:

• type, category (type) of securities placed;
• the number of securities to be placed and the nominal value of each security to be placed;
• method of placement of securities;
• the placement price of securities placed by subscription, or the procedure for determining it, including the placement price or the procedure for determining the placement price of shares and securities convertible into shares, to shareholders who have the preemptive right to purchase the placed securities;
• form of payment for securities placed by subscription.

The decision on the placement of securities may also determine other conditions for the placement of securities.

Methods of placing securities
Under method of placement of securities is understood as a set of rules and regulations that determine the main (basic) conditions for the placement of securities. The meaning of determining the method of placement of securities is as follows: securities of the same type, category (type), placed simultaneously (in the same period of time) and forming the same issue (additional issue) of securities (that is granting their owners the same amount of rights) must be posted in the same way and cannot be posted in two or more ways.
The methods of placing shares are:
a) distribution of shares among the founders (purchase of shares by the sole founder);
b) distribution of shares among shareholders;
c) conversion;
d) open subscription (public placement) or closed subscription;
e) acquisition, including paid acquisition;
f) exchange for shares of a joint-stock company created as a result of transformation, shares (shares) of a business entity transformed into a joint-stock company.
Methods placement of bonds and options of the issuer:
a) open subscription (public placement) or closed subscription;
b) conversion.

Approval of the decision on the issue (additional issue) of securities
The decision to issue securities is a document of the issuer containing data sufficient to establish the scope of rights secured by the security (Article 2 of Federal Law No. 39-FZ). Thus, the main function of the release decision(additional release) valuable papers is to establish the scope of rights granted by a security to its owner. In this sense, the decision on the issue (additional issue) of securities is a document of title that is subject to registration simultaneously with the state registration of the issue (additional issue) of securities. After state registration of an issue (additional issue) of securities, the issuer does not have the right to change the registered decision on the issue (additional issue) of securities in terms of the scope of rights under the security established by this decision (clause 3 of Article 17 of Federal Law No. 39-FZ).
It should be noted that the rights secured by shares are determined not only by the decision on the issue (additional issue) of shares, but are also contained in the charter of the joint-stock company - the issuer of such shares (Clause 3 of Article 11 of Federal Law No. 208-FZ). At the same time, the requirements of the charter of the joint-stock company are mandatory for execution by all bodies of the joint-stock company and its shareholders.
Share an issue-grade security is recognized that secures the right of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation (Article 2 of Federal Law No. 39-FZ).
Shareholders- owners ordinary shares joint-stock company may, in accordance with the Federal Law “On Joint-Stock Companies” and the charter of the joint-stock company, participate in the general meeting of shareholders with the right to vote on all issues within its competence, and also have the right to receive dividends, and in the event of liquidation of the joint-stock company, the right to receive a part his property (clause 2 of article 31 of Federal Law No. 208-FZ). Each ordinary share of a joint stock company provides the shareholder - its owner with the same amount of rights. At the same time, according to paragraph 1 of Art. 25 of Federal Law No. 208-FZ, the par value of all ordinary shares of a joint-stock company must be the same. Thus, the scope of rights granted by ordinary shares is unambiguously determined by law and cannot be changed either by a decision on the issue (additional issue) of ordinary shares or by the charter of the joint-stock company.
The situation with the rights granted is different preferred shares. In relation to preferred shares, the charter of the joint-stock company must determine the amount of the dividend and (or) the value paid upon liquidation of the joint-stock company (liquidation value). The size of the dividend and the liquidation value of preferred shares can be determined in a fixed amount of money, as a percentage of the par value of preferred shares, or in the form of the procedure for their determination (clause 2 of Article 32 of Federal Law No. 208-FZ).
If the charter of a joint-stock company provides for preferred shares of two or more types, for each of which the amount of dividend is determined, the charter of the joint-stock company must also establish the order of payment of dividends for each of them, and if the charter of the joint-stock company provides for preferred shares of two or more types, for each of which the liquidation value is determined - the order of payment of the liquidation value for each of them.
Also, the charter of a joint-stock company may provide for the conversion of preferred shares of a certain type into ordinary shares or preferred shares of other types at the request of the shareholders - their owners, or the conversion of all preferred shares of this type within the period determined by the charter of the joint-stock company. In this case, the charter of the joint stock company must also determine the procedure for conversion, including the number, category (type) of shares into which conversion is carried out, and other conditions for conversion (clause 3 of Article 32 of Federal Law No. 208-FZ).
Thus, the scope of rights granted by preferred shares significantly depends on the relevant provisions of the charter of the joint-stock company and must be determined in the decision on the issue (additional issue) of preferred shares in strict accordance with these provisions.
Considering the importance and significance of this document for the issuer, the decision on the issue (additional issue) of securities is subject to approval by the authorized management body of the issuer and must be signed by authorized persons.
The decision on the issue (additional issue) of securities of a business company is approved by the board of directors (supervisory board) or the body that, in accordance with federal laws, carries out the functions of the board of directors (supervisory board) of this business company. Paragraph 1, paragraph 2, art. 17 of Federal Law No. 39-FZ establishes that the decision on the issue (additional issue) of securities of legal entities of other organizational and legal forms is approved by the highest management body, unless otherwise established by federal laws.
The decision on the issue (additional issue) of securities, except for the decision on the issue (additional issue) of securities when placing securities when establishing a joint stock company and during reorganization in the form of merger, division, separation and transformation, must be approved no later than six months from the date making a decision on their placement (clause 2.3.3 of the Standards for issuing securities and registering securities prospectuses, approved by Resolution of the Federal Securities Commission of Russia dated June 18, 2003 No. 03-30/ps). The decision on the issue (additional issue) of securities placed during the establishment of a joint-stock company and during reorganization in the form of merger, division, separation and transformation must be approved after the state registration of the created legal entity and before submitting documents to the registering authority for state registration of the issue (additional issue) and a report on the results of the issue (additional issue) of securities.
The decision on the issue (additional issue) of securities is signed by the person holding the position (performing the functions) of the sole executive body of the issuer and sealed with the seal of the issuer.
The decision to issue (additional issue) bonds with security provided by a third party must also be signed by the person who provided such security (paragraph 2, paragraph 2, article 17 of Federal Law No. 39-FZ).
In general, in accordance with paragraph 1 of Art. 17 of Federal Law No. 39-FZ, the decision on the issue (additional issue) of securities must contain:

• full name of the issuer, its location;
• date of the decision to place securities;
• name of the authorized body of the issuer that made the decision to place securities;
• date of approval of the decision on the issue (additional issue) of securities;
• name of the authorized body of the issuer that approved the decision on the issue (additional issue) of securities;
• type, category (type) of securities;
• the rights of the owner secured by the security;
• terms of placement of securities;
• indication of the number of securities in this issue (additional issue);
• indication of the total number of securities in this issue placed earlier (in the case of placement of an additional issue of securities);
• indication whether the securities are registered or bearer;
• par value of securities if the presence of par value is provided for by the legislation of the Russian Federation.

Release decision (additional release) secured bonds must also contain information about the person who provided such security and the terms of such security.
Release decision (additional release) registered bonds or documentary bonds with mandatory centralized storage must also contain an indication of the date on which a list of owners of the specified bonds is compiled for the issuer to fulfill obligations under such bonds. Moreover, such a date cannot be earlier than 14 days before the due date for fulfillment of obligations under the bonds. The decision to issue documentary bonds is also accompanied by a description or a sample certificate of such bonds.
Thus, another function of the decision to issue (additionally issue) securities is determination of conditions for placement of securities. Considering that the main (basic) conditions for the placement of securities, including the method of placement, are determined by the issuer in the decision on the placement of securities at the first stage of the procedure for issuing securities, the decision on the issue (additional issue) of securities must be approved on the basis and in accordance with decision on their placement (clause 2.3.1 of the Standards for issuing securities and registering securities prospectuses, approved by Resolution of the Federal Securities Commission of Russia dated June 18, 2003 No. 03-30/ps).
The decision on the issue (additional issue) of securities is drawn up in triplicate. After state registration of an issue (additional issue) of securities, one copy remains in storage with the registration authority, and the other two copies are issued to the issuer. If the register of owners of registered securities of the issuer is maintained by the registrar, as well as in the case of placing documentary bonds with mandatory centralized storage, one copy of the decision on the issue (additional issue) of registered securities or the decision on the issue of documentary bonds with mandatory centralized storage is transferred by the issuer for storage to the registrar or depository that carries out mandatory centralized storage (clause 4 of article 17 of Federal Law No. 39-FZ).
Registered Solution on the issue (additional issue) of securities is an open (public) document. According to paragraph 6 of Art. 17 of Federal Law No. 39-FZ, the issuer and (or) the registrar maintaining the register of owners of the issuer’s registered securities, at the request of an interested party, are obliged to provide him with a copy of the decision on the issue (additional issue) of securities for a fee not exceeding the cost of its production.

P.M. Filimoshin, Deputy Head of the Department for Regulation of Issue and Circulation of Equity Securities of the Federal Service for Financial Markets