Federal Law N 39-FZ of April 22, 1996 on The Securities Market

FEDERAL LAW NO. 39-FZ OF APRIL 22, 1996

(with the Amendments and Additions of November 26, 1998, July 8, 1999, August 7, 2001,

December 28, 2002, June 29, July 28, 2004, March 7, June 18, December 27, 2005, January

5, April 15, July 27, October 16, December 30, 2006, April 26, May 17, October 2, December

6, 2007, October 27, December 22, 30, 2008, February 9, April 28, June 3, July 19, November

25, December 27, 2009, April 22, July 27, October 4, 2010, February 7, June 3, 27, July 1, 11,

November 21, 30, December 7, 2011, June 14, July 28, December 29, 2012, June 28, July

23, December 21, 28, 2013, July 21, December 29, 2014, April 6, June 29, July 13, 2015)

Adopted by the State Duma on March 20, 1996 Approved by the Federation Council on April 11, 1996

This Federal Law shall be applied taking account of provisions of Federal Law No. 181-FZ of July 18, 2009

Section I. General Provisions

Chapter 1. Relations Determined by the Present Federal Law

Federal Law No. 185-FZ of December 28, 2002 amended Article 1 of this Federal Law

Article 1. The Subject Regulated by the Present Federal Law

The present Federal Law shall regulate relations arising during the issue and circulation of securities, regardless of the type of the issuer, during the circulation of other securities in the instances provided for by federal laws and also the specific features of the creation and functioning of the securities market-makers.

Information on changes:

Federal Law No. 460-FZ of December 29, 2014 amended Article 2 of this Federal Law. The amendments shall enter into force on October 1, 2015

Article 2. The Basic Terms Used in This Federal Law

The issued security is any paper security, including a non-documentary security, marked by the following features:

it records the totality of property and non-property rights subject to certification, assignment, and unconditional exercise with the observance of the form and order established by this Federal Law;

it is placed by issues;

it grants rights equal in time and extent within any one inside issue, regardless of the time of acquiring a security.

The share is an issued security that fixes the rights of its owner (shareholder) to receive part of the profit of a corporation in the form of dividends, to participate in the management of the corporation, and to receive part of the property that remains after its liquidation. The share is an inscribed security.

The bond is an issued security that fixes the right of its holder to receive a bond from the issuer at its nominal value, in the period of time provided for by it, or other property equivalent. The bond may likewise provide for the right of its holder to receive the interest, fixed in it, on the nominal value thereof or for other property rights. The income on a bond is interest or discount.

The issuer’s option is a serial security fixing the right of the owner thereof to the purchase of a certain number of shares of such option’s issuer at the price determined in the issuer’s option within the time period specified therein and/or in the event of the on-set of the circumstances indicated therein. The issuer’s option is an inscribed security. A decision on placement of the issuer’s options shall be rendered and their placement shall be effected in compliance with the rules of placing securities convertible into shares established by federal laws. With this, the price of placing shares in pursuance of the requirements with regard to the issuer’s options shall be determined in compliance with the price determined in such option.

The issue of serial securities means the totality of all securities of one issuer which provide to owners thereof an equal measure of rights and have an equal value in the instances where the presence of the nominal value is provided for by laws of the Russian Federation. A single state registration number extending to all securities of a given issue shall be assigned to the issue of serial securities and an identification number shall be assigned if, in accordance with the present Federal Law, the issue of serial securities is not subject to state registration.

An additional issue of serial securities means the totality of the securities placed in addition to previously placed securities of the same issue of serial securities. The securities of an additional issue shall be placed on equal terms.

The issuer is a legal entity or an executive or local self-government body that incurs obligations on its own behalf or on behalf of a public law entity to the owners of securities in the exercise of the rights consolidated by these securities.

Registered issued securities are securities, the information about the owners of which shall be accessible to the issuer in the form of a register of the owners of securities; the transfer of the rights to the securities and the exercise of the rights recorded by them require the identification of the owner.

According to Federal Law No. 46-FZ of March 5, 1999 the issue of bonds and other emission securities by non-commercial organisations shall only be permitted in the cases envisaged in federal laws and other normative acts of the Russian Federation in the presence of collateral defined in the mentioned normative acts

Issued securities to bearer are securities, the transfer of rights to which, and the exercise of the rights recorded by which, do not require the identification of the owner.

The documentary form of issued securities is the form of issued securities under which their owner is identified on the basis of a produced and property completed certificate of a security and in case such security is deposited, on the basis of the entry in a special custody account.

The non-documentary form of issued securities is the form of issued securities under which their owner is identified on the basis of an entry in a register of the owners of securities, or if they are deposited, then on the basis of an entry in a special custody account.

Decision on the issued securities is a document containing the date sufficient for the ascertainment of the volume of the rights recorded by a security.

The certificate of the issued security is a document issued by the issuer and certifying the totality of rights to the number of securities indicated in the certificate. The owner of the securities has the right to demand that the issuer perform its obligations on the basis of such certificate.

The owner is a person to whom securities belong by right of ownership or any other proprietary interest.

The circulation of securities means the conclusion of civil-law transactions which involve the transfer of the rights of ownership of securities.

The placement of issued securities means the transfer of issued securities by the issuer to the first owners, by means of concluding civil-law transactions.

The issue of securities means the sequence of the issuer’s actions in placing the issued securities established by this Federal Law.

Professional securities market-makers are legal entities that are established in compliance with the legislation of the Russian Federation and are engaged in the activities cited in Articles from 3 to 5, 7 and 8 of this Federal Law.

The financial consultant on the securities market is a legal entity that has a licence for the exercise of broker’s and/or dealer’s activities and renders services to the issuer regarding the preparation of the securities issue prospectus.

The acquirer in good faith is a person who has bought securities and paid for them ,who at the time of acquisition did not and could not have known about the rights of third persons to these securities, unless the contrary is proved.

The state registration number is a digital (alphabetical or symbolical) code that identifies a specific issue of securities subject to state registration.

The public placement of securities is the placement of securities by way of an open subscription, including the placement of securities at organised auctions. The placement of securities intended for qualified investors at organised auctions is not seen as public.

The public circulation of securities is the circulation of securities at organised auctions, or the circulation of securities by way of offering them to an unlimited group of persons, including with the use of advertising. The circulation of securities intended for qualified investors at organised auctions is not seen as public.

The listing of securities is the inclusion of securities by the trade organiser into the list of securities admitted to organised auctions for making purchase and sale agreements, including the inclusion of securities by a stock exchange into the quotation list.

The delisting of securities is the removal of securities by the trade organiser from the list of securities admitted to organised auctions for making purchase and sale agreements, including the removal of securities by a stock exchange from the quotation list.

Identification number is a digital (letter, sign) code used to identify a specific issue (supplementary issue) of serial securities not subject to state registration.

Russian depository note is a registered serial security without a nominal value certifying the ownership of a certain number of represented securities (the stocks or bonds of a foreign issuer or of securities of a different foreign issuer certifying the rights in respect of stocks or bonds of a foreign issuer) and consolidating the right of the owner thereof to demand of the issuer of Russian depository notes, instead of a Russian depository note, the appropriate number of represented securities and rendering of the services connected with the exercise by the owner of a Russian depository note of the rights fixed by the represented securities. If the issuer of represented securities assumes the obligation towards owners of Russian depository notes, the said security shall likewise certify the right of the owner thereof to demand proper discharge of the said obligations.

The financial instrument is a security or a derivative financial instrument.

The derivative financial instrument is an agreement, except for a REPO agreement,

providing for one or several of the following duties:

  1. the duty of the parties or of a party to the agreement to pay sums of money on a periodical basis or as a lump sum, in particular when claims are made by the other party, depending on changes in the prices of commodities or securities, in the rate of an appropriate currency, interest rates, inflation rate, values estimated on the basis of prices of derivative financial instruments, values of the indices constituting official statistical information, values of physical, biological and/or chemical indices of the environmental condition, on the emergence of the circumstance proving a failure to discharge or improper discharge by one or several legal entities, by states or municipal entities of their duties (except for an agreement of suretyship and an agreement of insurance) or any other circumstance which is provided for by a federal law or by regulatory acts of the Central Bank of the Russian Federation (hereinafter – the Bank of Russia) and in respect of which it is not known whether it will occur or not, as well as on the alteration of the values estimated on the basis of one or an aggregate of several indices cited in this item. With this, such agreement may likewise provide for the duty of a party or parties to an agreement to transfer securities, commodities or currency to the other party or the duty to make an agreement which is a derivative financial instrument;
  2. the duty of the parties or of a party under the terms defined when making the agreement, should the other party raise the claim, to purchase or sell the securities, currency or commodities or to make a contract which is a derivative financial instrument;
  3. the duty of either party to transfer securities, currency or commodities to the other party for ownership at the earliest on the third day after the date of making the agreement, the duty of the other party to accept and pay for the cited property and an indication that such agreement is a derivative financial instrument.

The terms “inside information” and “market manipulation” are used in the present Federal Law in the sense defined by the Federal Law on Countering the Illegal Use of Inside Information and Market Manipulation and on Amending Some Legislative Acts of the Russian Federation.

A controlling person is the person entitled to dispose of, directly or indirectly (through a person under the control thereof), by virtue of participation in a controlled organisation and/or on the basis of agreements of property trust management and/or of ordinary partnership and/or of an agency and/or joint-stock agreement and/or other agreement on the exercise of rights certified by stocks (shares) of the controlled organisation, over 50 per cent of the votes in the supreme managerial body of the controlled organisation and/or to appoint (elect) the one-man executive body and/or over 50 per cent of the composition of the collective managerial body of the controlled organisation.

A controlled person (controlled organisation) is the legal entity which is under direct or indirect control of the controlling person.

A completed accounting period is the accounting period in respect of which the term for presenting accounting (financial) reports/statement has expired or in respect of which accounting (financial) reports/statements had been drawn up before the expiry of the term fixed for presenting it.

Part 34 has lost force.

Information on changes:

See the text of part 34 of Article 2

A specialised company means an economic company satisfying the requirements established by Chapter 3.1 of this Federal Law.

Persons exercising their rights on securities – holders of securities and other persons exercising their rights on securities in accordance with federal laws of their personal law in their name.

Information on changes:

Federal Law No. 379-FZ of December 21, 2013 reworded the title of Section II of this Federal Law. The new wording shall enter into force on January 1, 2014

Section II. The Securities Market-Makers

Chapter 2. Types of Professional Securities Market Making Article 3. Brokerage

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Item 1 of Article 3 of this Federal Law

  1. Brokerage activities shall be acknowledged the activities related to execution of the customer order (including that of the issuer of securities at their placement) for carrying out of civil transactions with securities and/or for conclusion of agreements that are financial derivatives, on the basis of non-gratuitous agreements with the customer (hereinafter – the brokerage agreement).A professional securities market-maker engaged in broker’s activity shall be called a broker.In the event of rendering by a broker of the services related to placement of serial securities, the broker shall be entitled to acquire at his own expense the securities which are not placed within the term provided for by a contract.
  2. A broker shall follow his clients’ instructions in good faith and in the order of their receipt. Transactions carried out on behalf of clients shall be subject in all cases to priority execution as compared with the dealer’s operations of the broker, when he combines broker’s and dealer’s activities.If a conflict of interests between a broker and his client of which the client had not been notified before the broker received the relevant order, has caused damage to the client, the broker shall be obliged to compensate for the losses in the order prescribed by the civil legislation of the Russian Federation.Information on changes:Federal Law No. 327-FZ of November 21, 2011 supplemented Article 3 of this Federal Law with Item 2.1. The Item shall enter into force on January 1, 2012
    1. If this is stipulated in a contract for the broker’s servicing, the broker has the right to carry out transactions with securities and to sign contracts that are derivative financial instruments, while being at the same time a commercial representative of different parties to a transaction, including of those who are not businessmen.Information on changes:Federal Law No. 327-FZ of November 21, 2011 supplemented Article 3 of this Federal Law with Item 2.2. The Item shall enter into force on January 1, 2012
    2. Liabilities that have arisen from a contract concluded not at organised auctions, each of whose parties is a broker, are not terminated by the coincidence of debtor and creditor in one person, if the parties’ liabilities are fulfilled at the expense of different clients or by the third persons in the interest of different clients. The broker has no right to conclude the above contract if it is signed in execution of a client’s order not containing the price of the contract or the procedure for determining such. The consequence of carrying out a transaction with a violation of the demands established in this point is the imposition upon the broker of a liability to recompense the client’s losses.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 3 of Article 3 of this Federal Law. The amendments shall enter into force on October 1, 2015 
  3. The clients’ monetary assets transferred by them to the broker for making transactions in securities and/or making agreements which are derivative financial instruments, as well as the monetary assets received by the broker under such transactions and/or under such agreements which are made by the broker on the basis of agreements with clients, must kept on a separate bank account (accounts) to be opened by the broker with a credit institution (a special broker’s account). A broker shall be obliged to keep records of monetary assets of each client thereof kept on a special broker’s account (accounts) and to report to his client therefor. There may not be levied execution related to a broker’s liabilities against the monetary assets of his clients kept at a special broker’s account (accounts). A broker shall not be entitled to enter his own monetary assets on a special broker’s account, except for cases of their return to his client and/or granting a loan to his client in the procedure established by this Article.Upon demand of a customer the broker that is the clearing participant shall be obliged to open a special brokerage account for fulfillment and/or securing fulfillment of obligations admitted for clearing and following from the agreements concluded at the account of such customer.A broker shall be entitled to use in his interests the monetary assets kept on a special broker’s account (accounts), where it is provided for by a broker’s service contract, guaranteeing the client that he will follow his instructions at the expense of the said monetary assets or will return them upon the request of the client. The monetary assets of the clients that have entitled a broker to use them in their interests have to be kept on a special broker’s account (accounts) separate from the special broker’s account (accounts) where monetary assets of the clients that have not entitled the broker to do this are kept. The monetary assets of the clients that have entitled a broker to use them may be entered by the broker to his own bank account.The requirements of this Item shall not extend to credit organisations.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 4 of Article 3 of this Federal Law
  4. A broker shall be entitled to lend monetary assets and/or securities to his client for making purchase and sale transactions in securities on condition of the client’s providingsecurity. Transactions made with the use of the monetary assets and/or securities lent by a broker shall be called marginal transactions. On the Uniform Requirements to the Rules of Performing Brokerage While Carrying Out Certain Transactions for Account of Clients see Direction of the Bank of Russia No. 3234-U of April 18, 2014 The terms and conditions of a loan agreement, including the amount of the loan or a procedure for determining it, may be specified by a broker’s service contract. With this, as a document to certify lending a certain amount of money or a certain number of securities shall be recognised a broker’s report on marginal transactions made, or other document determined by a contract’s terms and conditions.A broker shall be entitled to recover interest on the loans granted to a client. For security of obligations of the customer on the borrowings granted the broker shall accept monetary assets and/or securities only.Securities and other property of the customer at the disposal of the broker, including the property that is a security for obligations of the customer on the borrowings granted by the broker shall be revaluated by the broker using the procedure and on conditions set by the Bank of Russia. Revaluated shall also be the claims on the transactions concluded at the account of the customer.In cases when the sum of a loan and (or) of borrowed securities is not returned on time, when an interest on a granted loan is not paid up at the fixed date, as well as in cases envisaged by the brokerage agreement,, the broker shall turn an exaction upon the monetary funds and (or) securities which are the client’s provision for the loans granted by the broker, in an out-of-court procedure by way of realising such securities at organised auctions.Paragraph 6 is abrogated.Information on changes:See the text of paragraph 6 of Item 4 of Article 3Federal Law No. 210-FZ of June 29, 2015 supplemented Article 3 of this Federal Law with Item 4.1 4.1. If securities are provided as security for obligations of the customer to the broker, including those on borrowings granted by the broker, such securities shall meet the liquidity criteria set by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 5 of Article 3 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording
  5. A broker shall be only entitled to acquire the securities intended for qualified investors and to make agreements which are the derivative financial instruments intended for qualified investors, if the client, at whose expense such transaction (such agreement) is made, is a qualified investor in compliance with Item 2 of Article 51.2 of this Federal Law (hereinafter referred to as qualified investors by virtue of federal law) or is recognised by this broker as a qualified investor in compliance with this Federal Law. With this, a security or a derivative financial instrument shall be deemed intended for qualified investors, if underregulatory acts of the Bank of Russia transactions in such securities (agreements which are such derivative financial instruments) may be only made by qualified investors or at the expense of qualified investors. Qualified investors by virtue of federal laws and persons recognized as qualified investors in compliance with this Federal Law shall be named qualified investors.Information on changes:Federal Law No. 281-FZ of November 25, 2009 reworded Item 6 of Article 3 of this FederalLaw. The new wording shall enter into force from January 1, 2010 but not earlier than upon the expiry of one month from the day of the official publication of the said Federal LawSee the Item in the previous wording
  6. As effects of making by a broker transactions in securities and agreements which are derivative financial instruments in defiance of the requirements of Item 5 of this article, in particular as a result of wrongful recognition of a client as a qualified investor, shall be deemed the following:
    1. imposition upon the broker of the duty of acquiring at his own expense from a client securities by the client’s request and of compensating to the client all the expenses made in making the cited transactions, including the expenses involving payment for the services of the broker, depository and exchange;
    2. imposition upon the broker of the duty to compensate to a client the losses caused in connection with making and executing the agreements which are derivative financial instruments, including all the expenses made by the client when making the cited transactions, in particular the outlays involving payment for the services of the broker and an exchange.

    Information on changes:Federal Law No. 334-FZ of December 6, 2007 supplemented Article 3 of this Federal Law with Item 7

  7. Where it is provided for by Subitem 1 of Item 6 of this Article, securities shall be purchased at the highest of the following prices: the acquisition price of this security or market price thereof as of the date when a client made the claim provided for by Subitem 1 of Item 6 of this Article.Information on changes:Federal Law No. 334-FZ of December 6, 2007 supplemented Article 3 of this Federal Law with Item 8
  8. A claim for application of the effects provided for by Item 6 of this Article may be made by a client within one year as of the date when it received the appropriate broker’s report on conducted transactions.

Information on changes:

Federal Law No. 83-FZ of May 17, 2007 amended Article 4 of this Federal Law

Article 4. Dealer’s Activity

By dealer’s activity is meant the completion of contracts of sale of securities on one’s own behalf and at one’s expense by declaring in public the prices of purchases and/or sale of securities with the obligation to buy and/or sell these securities at the prices announced by the person engaged in such activity.

A professional securities market-maker engaged in dealings is called a dealer. Only a legal entity that is a commercial organisation may be a dealer, as well as a state corporation, if for such corporation the possibility of exercising dealer’s activity is established by the Federal Law serving as a basis for establishment thereof.

A dealer shall have the right to announce, in addition to prices, other essential terms and conditions of the contract of sale of securities, the minimum and maximum number of securities being bought and/or sold, and also the period of time during which the declared prices are valid. In the absence in the announcement of a reference to other essential terms and conditions, the dealer shall be obliged to conclude a contract on the essential terms offered by his client. If the dealer eludes the contract, then an action may be brought against him for the compulsory conclusion of such contract and/or for the compensation of the losses caused to the client.

Information on changes:

Federal Law No. 460-FZ of December 29, 2014 supplemented this Federal Law with Article 4.1. The Article shall enter into force on October 1, 2015

 

Organisations engaged in the activities provided for by Article 4.1 of this Federal Law (in the wording of Federal Law No. 460-FZ of December 29, 2014) as of the date of the said Federal Law’s entry into force are bound to obtain the licence of a professional securities market-maker for exercising the activities of a forex dealer before January 1, 2016 or to stop exercising such activities

Article 4.1. The Forex Dealers’ Activities

  1. As the activities of a forex dealer shall be deemed the activities involved in making in the own name and at the own expense thereof with natural persons who are not individual businessmen and not within the framework of organised trade:contracts which are derivative financial instruments under which the duties of the parties thereto depend on changes in the exchange rate of an appropriate currency and/or of currency pairs and as the condition of their making is deemed giving by a forex dealer to a natural person who is not an individual businessman an opportunity to assume obligations whose amount exceeds the extent of the security provided by this natural person to the forex dealer;two and more contracts whose subject is a foreign currency or currency pair, under which the maturity terms of obligations coincide, the creditor in respect of an obligation in one of them is the debtor in respect of a similar obligation in another contract and the condition of whose making is giving by a forex dealer to a natural person who is not an individual businessman an opportunity to assume obligations whose amount exceeds the extent of the security provided by this natural person to the forex dealer.The contract cited in Paragraphs Two and Three of this item may be only made in respect of the currency having the digital or alphabetic codes established by the federal executive power body exercising the functions of rendering the state services and the state property management in the sphere of technical regulation and ensuring the uniformity of measurements.
  2. A professional securities market-maker exercising the activity of a forex dealer shall be named a forex dealer. A forex dealer is only entitled to exercise the activity thereof after joining a self-regulating organisation of forex dealers.
  3. The word “forex”, its derivatives and word combinations with it in the company’s name may be only used by forex dealers.
  4. The activity of a forex dealer as to making the contracts cited in Item 1 of this article shall be exclusive. A forex dealer is not entitled to combine the activity thereof with other kinds of professional activities in the securities market, as well as with other kinds of activities.
  5. The amount of own assets of a forex dealer shall make up at least 100 million roubles. If the amount of monetary assets of natural persons who are not individual businessmen kept on the nominal account (accounts) of a forex dealer exceeds 150 million roubles, the amount of own assets of such forex dealer shall be increased by the sum making up five per cent of the amount of monetary assets of natural persons who are not individual businessmen kept on the nominal account (accounts) in excess of 150 million roubles. A procedure for determining the amount of monetary assets of natural persons who are not individual businessmen kept on the nominal accounts (accounts) of a forex dealer for the purpose of estimating the forex dealer’s own assets, as well as the time period of the cited estimation, shall be established by regulatory acts of the Bank of Russia.
  6. A contract to be made by a forex dealer with natural persons who are not individual businessmen shall define the general terms of the parties’ liability relations (hereinafter referred to a framework contract) to be specified by the parties in separate contracts made by way of drawing quotations by a forex dealer and filing applications by the cited natural persons on the basis and in pursuance of the framework contract. The agreement limiting the liability of a forex dealer shall be null and void.A framework contract, a procedure for drawing quotations and for filing applications shall correspond to this Federal Law and the model terms of a framework contract which are endorsed by a self-regulating organisation of forex dealers. The cited model terms of a framework contract and the amendments to be made in it shall be coordinated with the Bank of Russia in the procedure established by regulatory acts of the Bank of Russia.A forex dealer is bound to register the text of a framework contract with a self-regulating organisation of forex dealers.
  7. A forex dealer, prior to making a framework contract with a natural person who is not an individual businessman, is bound to receive from him/her a proof that the cited natural person has got acquainted with the risks connected with making, discharge and termination of obligations under the framework contract and separate contracts and assumes such risks. A list of the risks which the cited person is to get acquainted with and the form of confirmation of their assuming shall be established by regulatory acts of the Bank of Russia.
  8. The monetary assets of a natural person who is not an individual businessman, including foreign currency, provided to a forex dealer and/or accounted in the special section of the nominal account thereof shall serve as a security of discharging obligations with respect to the forex dealer.
  9. The ratio of the amount of the security provided by a natural person who is no an individual businessman to a forex dealer and the extent of obligations thereof may not be less than one to fifty. The Bank of Russian is entitled to change, in particular on the basis of an application of a self-regulating organisation of forex dealers, the value of the ratio cited in this item depending on the basic asset of the derivative financial instrument cited in Paragraph Two of Item 1 of this article or on the subject of the contract cited in Paragraph Three of Item 1 of this article. In so doing, the Bank of Russia is only entitled to at most double the extent of such natural person’s obligations in the cited ratio. A procedure for estimation of the extent of obligations of a natural person who is not an individual businessman shall be established bythe standard of a self-regulating organisation of forex dealers to be coordinated with the Bank of Russia.
  10. A forex dealer is bound to fix in a framework contract the minimum value of the ratio of the amount of the security provided by a natural person who is not an individual businessman and of the extent of obligations thereof upon whose attainment the parties’ obligations under all separate contracts are deemed mature.
  11. If the monetary assets of a natural person who is not an individual businessman which are recorded in the special section of the nominal account are insufficient for satisfying the forex dealer’s claims, the forex dealer’s claims which are not satisfied on account of the cited monetary assets shall be deemed cancelled.
  12. Monetary obligations under the contracts made by a forex dealer with a natural person who is not an individual businessman shall be discharged on a cashless basis.

Item 13 of Article 4.1 of this Federal Law shall enter into force on January 1, 2016

 

13. The monetary assets transferred by a natural person who is not an individual businessman to a forex dealer shall be remitted onto the forex dealer’s nominal account to be opened with a bank located in the territory of the Russian Federation from the banking account of the cited natural person.

Item 14 of Article 4.1 of this Federal Law shall enter into force on January 1, 2016

 

14. If a forex dealer has on the nominal account thereof monetary assets the right to which are possessed by several natural persons who are not individual businessmen, the monetary assets of each such natural person shall be accounted by the bank in special sections of the nominal account. A nominal account agreement may not impose upon a forex dealer the duty of recording monetary assets of beneficiaries who are natural persons. A forex dealer for making operations on the nominal account thereof shall specify the natural person who is not an individual businessman whose monetary assets are entered onto or written off the nominal account.

Item 15 of Article 4.1 of this Federal Law shall enter into force on January 1, 2016

 

15. A forex dealer is only entitled to give directions as to making operations on the nominal account without appropriate instructions of a natural person who is not an individual businessman for execution of a separate agreement made with the cited natural person or in the event of origination of grounds for termination of all the obligations under the separate contracts made with the cited natural person. If not otherwise provided for by a nominal account agreement, a bank while exercising control over the observance of the restrictions established when making operations on the nominal account, is not entitled to demand of a forex dealer to present a proof of making a separate contract or the origination of grounds for termination of obligations under separate contracts.

  1. A forex dealer is bound to keep records of all the contracts concluded and all the operations made in connection with their execution in the procedure and at the time which are established by the Bank of Russia.
  2. A forex dealer is not entitled:
    1. to make framework contracts, if the text of a framework agreement is not registered by a self-regulating organisation of forex dealers;
    2. to make separate contracts without an application of a natural person who is not an individual businessman, this having the parameters defined by a framework contract;
    3. to make within the same time period with various contractors similar separate contracts under different conditions. With that, the time period shall be fixed by regulatory acts of the Bank of Russia;
    4. to unilaterally change the terms of a separate contract after its making;
    5. to unilaterally dissolve a separate contract;
    6. to change the terms of the purchase quotation without making the appropriate changes in the terms of the sale quotation;
    7. to grant loans to natural persons who are not individual businessmen.
  3. The software-hardware facilities of a forex dealer shall correspond to the nature and volume of the operations made by him, as well as shall ensure its uninterrupted work and safekeeping of data, in particular by way of make reserve copies. A forex dealer is bound to have the basic and reserve complete sets of software-hardware facilities located in the territory of the Russian Federation. The requirements for the software-hardware facilities of a forex dealer shall be established by the standard of a self-regulating organisation of forex dealers to be coordinated with the Bank of Russia. The Bank of Russia shall deny coordination of the cited requirements, if they do not ensure the observance of the rules of this Federal Law and regulatory acts of the Bank of Russia.
  4. A deal that involve granting a loan by a forex dealer to a natural person who is not an individual businessman shall be null and void.
  5. The legislation of the Russian Federation shall apply to the relations of a forex dealer with natural person who are not individual businessmen which are connected with making, terminating and executing contracts, provision of a security and compensation for damages.
  6. The requirements resulting from contracts made by a forex dealer and natural persons who are not individual businessmen are subject to judicial protection.
  7. The claims resulting from the contracts made by a forex dealer with natural persons who are not individual businessmen shall be raised in compliance with the legislation of the Russian Federation. As agreed by the parties, the territorial jurisdiction may be changed, and, in so doing, the parties are bound to specify the court to whose jurisdiction a dispute is to be referred within the bounds of a constituent entity of the Russian Federation at the location of the natural person which is not an individual businessman cited by him/her in the contract. Disputes in respect of the contracts made by forex dealers with natural persons who are not individual businessmen may not be passed over for settling to a tribunal of arbitrators.
  8. A forex dealer is bound to have a site on the Internet whose electronic address comprises the domain name the right to which are possessed by this forex dealer. In the aforementioned site the forex dealer is bound to disclose the following information:
    1. a procedure for and terms of defining by the forex dealer the quotations in respect of which separate contracts are made;
    2. about generalised financial results obtained by natural persons who are not individual businessmen under the contracts made with the forex dealer, citing the ratio of the number of accounts (special sections of the nominal account) on which are recorded monetary assets of the cited natural persons that have obtained a negative financial result to the number of the accounts (special sections of the nominal account) on which are recorded the monetary assets of the cited natural persons which have received a positive financial result. In so doing, a procedure for the financial result’s estimation shall be defined by a self-regulating organisation of forex dealers and shall be coordinated with the Bank of Russia.The Bank of Russia shall deny coordination of such estimation procedure, if it does not ensure the observance of the rules of this Federal Law and of regulatory acts of the Bank of Russia. The information cited in this subitem shall be disclosed on a quarterly basis;
    3. a notice of the risks that originate when making, executing and dissolving contracts with the forex dealer;
    4. the text of a framework contract registered by the self-regulating organisation of forex dealers, as well as a procedure for making separate contracts;
    5. about the persons cited in Item 1.1 of Article 10.1 of this Federal Law, as well as about satisfaction by them of the established requirements;
    6. other information established by regulatory acts of the Bank of Russia.
  9. A framework agreement and the amendments to be made therein shall enter into force at the earliest in 10 days after publishing the text of such contract or the text of such amendments on a forex dealer’s site on the Internet on condition of their registration by a self-regulating organisation of forex dealers. In so doing, a forex dealer is bound to announce the date of entry into force of the cited contract or amendments. A forex dealer is not entitled to extend the terms of a new wording of a framework contract to separate contracts made before the date of entry into force of the amendments made in the framework contract.
  10. A forex dealer is bound to keep all the texts of the framework contract’ wordings registered with a self-regulating organisation of forex dealers. At the request of any person concerned, a forex dealer is bound to present a copy of a framework contract certified by him in the wording effective as of the date cited in the request. A forex dealer is not entitled to demand payment for providing a copy of the framework contract cited in this item.
  11. The provisions of this article shall also apply to the contracts cited in Paragraphs Two and Three of Item 1 of this article, if they are made between a forex dealer and broker or manager acting on account of a natural person who is not an individual businessman. If a forex dealer has made with a broker or manager acting on account of a natural person who is not an individual businessman the contract cited in Paragraph Two or Three of Item 1 of this article, obligations under such contract shall be discharged or terminated in compliance with the requirements of this article. When making, executing or terminating the cited contracts, a forex dealer is bound to satisfy the requirements established by this Federal Law. A broker or manager acting on account of a natural person who is not an individual businessman, prior to making a framework contract with a forex dealer, are bound to receive from their client the proof provided for by Item 5 of this article that the latter has got acquainted with the risks connected with making, discharging or terminating obligations under the contracts made with the forex dealer and assumes the cited risks.A broker or manager acting on account of a natural person who is not an individual businessman, prior to making a framework contract with a forex dealer, is bound to notify the forex dealer about making contracts on account of a client being a natural person who is not an individual businessman.
  12. The provisions of this article shall not apply to the purchase and sale of foreign currency in cash and on a cashless basis made in compliance with the legislation of the Russian Federation on banks and banking activity, on currency regulation and currency control.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Item 4 of Article 3 of this Federal Law

Article 5. The Management of Securities

The activity of securities’ management shall be deemed the activity of trust management of securities, of the monetary assets intended for making transactions in securities and/or making agreements which are derivative financial instruments.

A professional securities market-maker engaged in the management of securities is called a manager.

The presence of the licence for the exercise of activity of securities’ management shall not be required, where the trust management is only connected with the manager’s exercising the rights to the securities.

The procedure for the management of securities and the rights and duties of a manager shall be determined by the laws of the Russian Federation and by contracts.

In his activities the manager shall be obliged to indicate that he acts as a manager.

If the conflict of interests of the manager and his client of different clients of one manager, about which the parties have not been notified in advance, has led to the manager’s actions detrimental to the interests of the client, the manager shall be obliged to compensate for the losses in the procedure established by civil legislation.

The manager shall only be entitled when exercising the activity of securities’ management to acquire the securities intended for qualified investors and to make agreements which are derivative financial instruments intended for qualified investors on condition that a client is a qualified investor.

The following shall be deemed the effects of the manager’s conducting transactions and making agreements, which are derivative financial instruments, in defiance of the requirements provided for Part Seven of this Article:

imposition upon the manager of the duty to sell securities and to terminate the agreements which are derivative financial instruments at a client’s request or by order of the Bank of Russia;

reimbursement by the manager to a client of the losses caused as a result of selling securities and termination of the agreements which are derivative financial instruments;

payment by the manager of interest on the amount for which transactions in securities and/or for which the agreements which are derivative financial instruments have been made. The interest rate shall be fixed subject to the rules of Article 395 of the Civil Code of the Russian Federation. Where there is a positive difference between the amount obtained as a result of selling securities (executing and terminating the agreements which are derivative financial instruments) and the sum paid in connection with acquisition and sale of securities (with conclusion, execution and termination of the agreements which are derivative financial instruments), the interest shall be paid in the amount which is not covered by the cited difference.

A claim for application of the effects of the manager conducting a transaction in defiance of the requirements of Part Seven of this Article may be made by a client within one year as of the date when it received the appropriate report of the manager.

The manager is bound to keep records of the securities that constitute the object of trust management under every trust management agreement.

The manager at the discretion thereof shall exercise all the rights consolidated by the securities that constitute the object of trust management. An agreement of trust management may impose a restriction as to the exercise of the voting right.

The manager, if the voting right thereof in respect of the cited securities is not limited by an agreement of trust management shall discharge the legally provided duties connected with ownership of the securities that constitute the object of trust management.

Where the manager under an agreement of trust management is not authorized to exercise the voting right at a general meeting of securities owners, in particular at a general meeting of stockholders, at a general meeting of investment shares’ owners, at a general

meeting of holders of hypothecation participation certificates, he is bound to provide information about the founder of trust management for composing a list of the persons enjoying the right to participate in a general meeting of securities’ owners, and also under the demand of the trustor to give an order (instructions) to the depository for realisation of the voting right by the trustor.

The manager is entitled to make independently any claims with court in connection with the exercise by him of the activities involved in securities’ management, in particular the claims in respect of which the right of raising them is vested with a stockholder or other securities’ holder. When the manager makes a claim with court in connection with the exercise by him of the activities involved in securities’ management, the court costs, including the state duty, shall be covered by the manager on account of the property constituting the object of trust management.

The trustee shall have the right to charge other person with conclusion of transactions in his name or in the name of the trustee at the account of the property under the trust management, unless otherwise envisaged by the trust management agreement.

The trustee shall have the right to gain a compensation envisaged by the securities trust management agreement and to receive indemnification of the necessary expenses incurred in the course of trust management of the securities, at the account of the subject of management. In such case, the right can be not caused by gaining of income from the securities management.

Article 6. Abrogated from January 1, 2013.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 amended Article 7 of this Federal Law. The amendments shall enter into force on July 1, 2012

The provisions of Article 7 of this Federal Law (in the wording of Federal Law No. 122-FZ of June 3, 2011) shall extend, in particular, to the issues of federal state serial securities with obligatory centralized custody whose state registration has been effected before the date of the said Federal Law’s entry into force

Article 7. Depositary Activity

Depositary activity means the rendering of services in the custody of certificates of securities, and/or the record-keeping of securities and the transfer of rights to them.

A professional securities market-maker engaged in depositary activity is called a depositary. A depositary making settlements on the basis of the results of transactions made during the public sale held by trade promoters in agreement with such trade promoters and/or with clearing organisations engaged in clearing of such transactions is called a settlement depositary.

A person who makes use of a depositary’s services in the custody of securities and/or the record-keeping of the rights to securities is called a depositor.

A contract concluded between a depositary and a depositor which regulates their relations in the process of the depositary activity is called a depositary contract (a contract for a special custody account). A depositary contract shall be concluded in written. The depositary shall be obliged to endorse the terms of the depositary activity, which are an integral part of the concluded depositary contract.

The conclusion of a depositary contract shall not involve the transfer to the depositary of the right of ownership of the depositor’s securities. Unless otherwise provided for by federal law or a contract, the depositary shall have no right to make operations in the depositor’s securities other than on the depositor’s instructions. If not otherwise provided for by a depositary contract, a depositary is entitled to deny writing securities off the depo account on which the rights to the securities are registered and entering securities onto such account, if the depositor has a debt on payment for the depositary’s services. The depositary shall have no right to condition the conclusion of a depositary contract with the depositor on the abandonment by the latter of any of the rights consolidated by the securities. The depositary shall be responsible for the safety of the securities certificates deposited with it.

No execution may be levied on depositors’ securities based on the depositary’s obligations.

On the basis of agreements with other depositaries, a depositary shall have the right to use them to discharge its duties for keeping in custody the certificates of securities and/or for keeping records of the rights to the depositors’ securities (that is, to become a depositor of another depositary, or to accept another depositary as a depositor), unless this is prohibited by the depositary contract concerned.

If one depositary is a depositor of another depositary, then the depositary contract between them shall provide for the procedure of receipt of information about the owners of securities registered in the depositary-depositor, and also in the depositary-depositors in cases provided for by the laws of the Russian Federation.

The depositary contract shall contain the following essential terms and conditions:

  1. an unambiguous definition of the subject of the contract: the rendering of services in the custody of certificates of securities and/or in the record-keeping of the rights to securities;
  2. the procedure for the transfer by the depositor of information about the disposal of the depositors’ securities deposited in the depositary;
  3. a validity term for the contract;
  4. the scope and procedure of payment for the depositary’s services envisaged by the contract;
  5. the form and periodicity of the depositary’s reporting to the depositor concerned;
  6. the obligations of the depositary.

The obligations of the depositary shall include:

the registration encumbrances on the depositor’s securities;

the keeping of the depositor’s special custody account separate from other accounts, with an indication of the date and grounds for each operation in the account;

the transfer to the depositor of all information about securities which has been received by the depositary from the issuer or the keeper of the register of the owners of securities.

Information on changes:

Federal Law No. 218-FZ of July 21, 2014 amended part 11 of Article 7 of this Federal Law

The depositary shall have the right to be registered in the register of the owners of securities, or in another depositary, as a nominal holder in keeping with the depositary contract.

The depositary shall bear responsibility for the non-fulfilment or improper fulfilment of its obligations in the record-keeping of rights to securities, including for the fullness and correctness of entries in special custody accounts.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 reworded part 13 of Article 7 of this Federal Law

The depository accounting title to equity securities subjected to obligatory centralised storage shall be obliged to render services to the depositor related to gaining income on such securities in monetary form and other monetary payments due to the holders of such securities. The depository providing obligatory centralised storage of the equity securities shall, under the order of the issuer, provide it the list of holders of the securities once per year for a consideration not exceeding the cost of its drawing up, and, in other cases – for consideration whose amount shall be defined by the agreement with the depository. The depository accounting title to other securities shall be obliged to render services to the depositor related to gaining income on such securities and other payments due to the holders of such securities. The depository shall be obliged to take all actions envisaged by the legislation of the Russian Federation and the depository agreement with the depositor aimed at securing of receipt of all payments due on such securities, by the depositor.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended part 14 of Article 7 of this Federal Law

In the event of rendering to a depositor the services connected with receiving income on securities and other payments due to owners of the securities (including monetary amounts received from redemption of securities, received from the person that issued the securities in relation to their purchase by such person or the amounts received in relation to their purchase by a third party), depositors’ monetary funds have to be kept on a separate bank account (accounts) opened by a depository with a credit organisation (special depository account (accounts). The depository shall be obliged to maintain a record of monetary funds of each depositor kept on a special depository account (accounts) and to render the account thereto. Execution may not be levied under a depository’s obligations against the monetary funds kept on a special depository account (accounts). A depository shall not be entitled to enter its own monetary funds into a special depository account (accounts), except for cases of their payment to a depositor, as well as to use in its own interests the monetary funds kept on a special depository account (accounts).

The requirements of this Article as to keeping a special banking account (accounts) shall not extend to credit organisations.

Part 16 is abrogated.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 16 of Article 7 of this Federal Law. The amendments shall enter into force on September 1, 2013

Custodians engaged in registration of rights to securities which are intended for qualified investors are entitled to enter the said securities to depo accounts of the owners thereof, only if the latter is a qualified investor or is not a qualified investor but has acquired the said securities as a result of universal legal succession, conversion, in particular in the course of re-organisation, distribution of property of a legal entity to be liquidated and in other cases established by the Bank of Russia.

Information on changes:

Federal Law No. 122-FZ of June 3, 2011 supplemented this Federal Law with Article 7.1. The Article shall enter into force from January 1, 2012

The provisions of Article 7.1 of this Federal Law (in the wording of Federal Law No. 122-FZ of June 3, 2011) shall extend, in particular, to the issues of federal state serial securities with obligatory centralized custody whose state registration has been effected before the date of the said Federal Law’s entry into force

Article 7.1. The Specifics of Deriving Income in the Monetary Form and of Receiving Other Monetary Payments Related to Serial Securities with Mandatory Centralised Custody Which Are Due to Such Securities Owners

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 amended Item 1 of Article 7.1 of this Federal Law. The amendments shall enter into force on January 2, 2013

  1. The owners and other persons exercising in compliance with federal laws the rights in respect of serial securities with obligatory centralised custody (hereinafter also referred to as securities) shall derive income in the monetary form and receive other monetary payments in respect of securities (hereinafter referred to in this article as payments related to securities) through the depository engaged in registration of rights to securities which they are depositors of. The depository agreement between a depository engaged in the registration of rights to securities and a depositor thereof must contain a procedure for the transfer of payments related to securities to the depositor.
  2. The issuer shall discharge the duty of making payments related to securities by remitting monetary assets to the depository engaged in their mandatory centralized custody. The cited duty shall be deemed discharged by the issuer as from the date of monetary assets’ coming to the special depository account of the depository (the account of the depository which is a credit institution) engaged in mandatory centralized custody of securities.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 3 of Article 7.1 of this Federal Law
  3. A depository engaged in obligatory centralised custody of securities is bound to transfer payments related to securities to depositors thereof which are nominal holders and trust managers acting as professional securities market-makers at the latest on the following working day after the date of their receipt or, in the event of transfer of the last payment related to securities in respect of which the duty of making same is not discharged by the issuer in due time or is not properly discharged, at the latest three working days after the date when they are received. Payments related to securities shall be transferred to other depositors at the latest seven working days after the date when they are received. The issuer shall be held vicariously liable with respect to depositors of the depository engaged in the obligatory centralised custody of securities for the discharge of the cited duty by suchdepository. With this, the depository engaged in obligatory centralised custody of securities shall remit payments related to securities to the depositor which is the nominal holder to the special depository account thereof or to the account of the depositor which is the nominal holder being a credit institution.Information on changes:Federal Law No. 379-FZ of December 21, 2013 amended Item 4 of Article 7.1 of this Federal Law. The amendments shall enter into force on January 1, 2014
  4. The depository engaged in registration of rights to securities is bound to transfer payments related to securities to the depositors thereof which are nominal holders and trust managers acting as professional securities market-makers at the latest on the following working day after receiving them, and to other depositors at the latest seven working days after the date of receiving payments and at the latest 15 working days after the date as of which the depository engaged in mandatory centralised custody of securities disclosed information in compliance with Subitem 2 of Item 7 of this article about the transfer to depositors thereof the payments related to securities which are due to them. With this, payments related to securities shall be remitted to the depositor that is the nominal holder onto the special depository account thereof or onto the account of the depositor which is the nominal holder being a credit institution.Upon the expiry of the cited 15 days depositors are entitled to demand of the depository, which they have made a depository agreement with, to make payments to them which are related to securities and are due to them, regardless of whether such payments have been received by the depository or not.The requirement concerning the depository’s duty to transfer payments related to securities to depositors thereof at latest in 15 working days after the date cited in Paragraph One of this item shall not apply to the depository that has become a depositor of another depository in compliance with a direction in writing of a depositor thereof and has not received from the other depository payments related to the securities which are subject to transfer.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 5 of Article 7.1 of this Federal Law. The amendments shall enter into force on January 2, 2013
  5. Payments related to securities shall be transferred by a depository to the person which is a depositor thereof:
    1. at the end of the trading day following the date fixed in compliance with the documents certifying the rights consolidated by securities on which the duty of making payments is subject to discharge;
    2. on the trading day following the date as of which the depository engaged in mandatory centralised custody of securities disclosed in compliance with Subitem 1 of Item 7 of this article information on receiving by it payments related to securities to be transferred, if the duty of making the last payment related to securities is not discharged by the issuer in due time or is discharged in an improper way.

    Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 6 of Article 7.1 of this Federal Law. The amendments shall enter into force on January 2, 2013

  6. A depository shall transfer to depositors thereof payments related to securities in proportion to the number of securities that were registered on their depo accounts as of the end of the trading day as cited in Item 5 of this article.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 7 of Article 7.1 of this Federal Law. The new wording of the Item shall enter into force on January 2, 2013
  7. The depository engaged in mandatory centralized custody of securities is bound to disclose information about the following:
    1. receiving by it payments related to securities which are to be transferred;
    2. transfer of payments related to securities which are received by it to depositors thereof being nominal holders and trust managers acting as professional securities market-makers, in particular about the rate of payment falling on a security.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 8 of Article 7.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

  8. A procedure for, time and volume of disclosing the information cited in Item 7 of this article shall be determined by regulatory acts of the Bank of Russia.

Information on changes:

Federal Law No. 7-FZ of January 5, 2006 amended Article 8 of this Federal Law. The amendments shall enter into force from July 1, 2006

Article 8. The Keeping of the Register of Securities Owners

For keeping the registers of joint-stock companies, see the Federal Law No. 208-FZ of December 26, 1995 on Joint-stock Companies

See the Regulations for Keeping the Register of Owners of Registered Securities approved by Decision of the Federal Commission on the Securities Market No. 27 of October 2, 1997

See Regulations on the Procedure for Keeping the Register of Holders of Investment Shares of Unit Investment Trusts endorsed by Order of the Federal Service on Financial Markets No. 08-17/pz-n of April 15, 2008

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Item 1 of Article 8 of this Federal Law

  1. As the activities involved in keeping a register of securities owners shall be deemed collection, recording, processing and storage of the data constituting the register of securities owners and provision of information from the register of securities owners.Only legal entities shall have the right to keep the register of securities owners.A person keeping the register shall be named a holder of the register. Upon the order of the issuer or obligor upon the securities, the holder of the register can be a professional securities market participant having a licence for keeping a register (hereinafter – the registrar) or in cases envisaged by federal laws – other professional securities market participant.The registrar has no right to make transactions in the issuer’s securities whose owners’ register is kept by it.A register of securities owners (hereinafter also – the register) means a system of records in respect of the persons for which personal accounts are opened (hereinafter referred to as registered persons), of records in respect of the securities registered on the cited accounts, records in respect of encumbrance of securities and other records in compliance with the legislation of the Russian Federation formed as of a definite point of time.The register’s holder shall exercise the activities thereof in compliance with federal Laws, regulatory acts of the Bank of Russia , as well as with the rules for keeping the register which have to be endorsed by the register’s holder. The requirements for the cited rules shall be established by the Bank of Russia.A register shall not be kept in respect of bearer’s securities. Abrogated from July 1, 2012.Information on changes:See the text of Paragraph 8 of Item 1 of Article 8Registered persons are bound to satisfy the requirements provided for by the rules for keeping the register as regards the provision of information and documents to the register’s holder.Paragraph 10 is abrogated.Information on changes:See the text of paragraph 10 of Item 1 of Article 8The agreement for keeping of the register shall be concluded with only one legal entity. The holder of the register can keep registers of holders of securities of an unlimited number of issuers or obligors upon the securities.The holder of the register of owners of securities intended for qualified investors is entitled to enter the said securities to the owner’s personal account, only if it is a qualified investor by virtue of federal law or is not a qualified investor but has acquired the said securities as a result of universal legal succession, in particular in the course or re-organisation, distribution of property of a legal entity to be liquidated and in other cases established by the Bank of Russia.
  2. Abrogated from July 1, 2012.Information on changes:See the text of Item 2 of Article 8Federal Law No. 210-FZ of June 29, 2015 reworded Item 3 of Article 8 of this Federal Law. The new wording shall enter into force on July 1, 2016 Federal Law No. 218-FZ of July 21, 2014 amended Item 3 of Article 8 of this Federal Law See the Item in the previous wording
  3. The register’s holder, for the purpose of exercising the rights to securities, shall draw up as of a particular date a list of the persons exercising the rights to securities or a list of registered persons each of which shall contain the following:data on securities’ owners and on other persons who in compliance with federal laws exercise the rights to securities or, should a list of registered persons be drawn up, data on registered persons. If the rights to such persons’ securities are registered by the nominal holder, foreign nominal holder or foreign organisation enjoying the right to register and transfer the rights to securities in compliance with the personal law thereof, the international identification code of the cited person shall be cited;data on the number of the securities possessed by the persons included in the cited list, as well as other data in compliance with the requirements established by federal laws and regulatory acts of the Bank of Russia.The founder of trust management shall be included in a list of persons enjoying the rights in respect of securities, if data on such are provided by the manager.The person for whom a depository personal account is opened shall be included into the list of registered persons drawn up for exercising the right to receiving income and other payments related to securities.In the event of composing a list of persons exercising the rights in respect of securities for the purpose of exercising the rights consolidated by securities, in particular a list of persons enjoying the right to participate in a general meeting of stockholders, a general meeting of investment shares’ owners and a general meeting of hypothecation participation certificates, or a list of registered persons for the purpose of making payments related to securities, in particular dividends, the remuneration of the register’s holder must not exceed the outlays of its composing. On other occasions, the rate of remuneration shall be fixed by the agreement made by the register’s holder and the issuer (the person liable under securities).The register’s holder is entitled to collect from registered persons payment for making operations in the register, in particular for providing information from the register (hereinafter also referred to as making operations in the register). The register’s holder has no right to collect payment in the form of a percentage of the value of the securities in respect of which operations in the register are made.The maximum rate of payment collected by the register’s holder from registered persons for making operations in the register and/or a procedure for fixing it shall be established by the Bank of Russia. The register’s holder shall reimburse to the securities owners and to other persons which in compliance with federal laws exercise the rights in respect of securities the losses caused by wrongful actions (omission to act) of the register’s holder.The register’s holder within three working days, if a different time period is not fixed by federal laws and regulatory acts of the Bank of Russia, shall execute the order of a registered person to make operations in the register or within three working days as from the date of such order’s presentation shall deny making operations in the register.The register’s holder is bound at the request of a registered person to provide an extract from the register, as regards the personal account thereof, within three working days. A extract from the register must contain the information established by regulatory acts of the Bank of Russia, as of the date cited in this extract.When placing securities, an extract from the register shall be provided to the securities owner free of charge.The register’s holder shall be held liable for the completeness and reliability of the information presented from the register, in particular of the data contained in an extract fromthe register as regards the personal account of a registered person. The register’s holder shall not be held liable in the case of providing information from the register for the time period while the register was kept by the previous register’s holder, if such information corresponds to the data received from the previous register’s holder when the cited register was transferred.The duties of the register’s holder shall include the following:to open personal and other accounts in the register in compliance with the requirements of this Federal Law and regulatory acts of the Bank of Russia;to make operations in the register solely at the direction of registered persons, if not otherwise established by federal laws and regulatory acts of the Bank of Russia;to provide to the registered person on whose personal account over 1 per cent of the issuer’s voting stocks are registered information from the register about the names (denominations) of registered persons and about the number of stocks of each category (each type) registered on their personal accounts;to inform registered persons at the request thereof about the rights consolidated by securities, about the ways of and a procedure for exercising these rights;to compose a list of persons exercising the rights in respect of securities at the issuer’s request or at the request of other persons where it is provided for by federal laws.The register’s holder shall make operations in the register which are connected with the transfer of rights in respect of securities on the basis of the order of a registered person on the securities’ transfer or on the basis of other documents which under the legislation of the Russian Federation serve as a basis for the transfer of rights to securities and, when placing securities, on the basis of a direction of the securities issuer, if not otherwise provided for by federal laws and regulatory acts of the Bank of Russia.The requirements for the content of a direction to make an operation in the register shall be established by the Bank of Russia.The register’s holder has no right to advance additional demands when making an operation in the register, apart from those which are established by this Federal Law and regulatory acts of the Bank of Russia. On Handing Over Documents and Information of the System for Keeping the Register or Securities Owners see also Order of the Federal Financial Markets Service No. 10-77/pz-n of December 23, 2010In the event of termination of an agreement on the register’s keeping, the registrar shall transfer to the registrar specified by the issuer or to the issuer, if the latter may act as the register’s holder, the register composed as of the date of the agreement’s termination and the documents connected with the register’s keeping. A list of the cited documents, as well as a procedure for and time of transfer of the register and of the cited documents, shall be established by regulatory acts of the Bank of Russia.In the event of replacement of the register’s holder, the issuer shall disclose (provide) information about in the procedure established by the Bank of Russia.All the extracts issued by the register’s holder after the register’s transfer to another register’s holder shall be deemed invalid.The register’s holder after transferring the register to another register’s holder shall provide the data and documents connected with this register’s keeping to the issuer (to the person liable under securities) at the request thereof, to the Bank of Russia, courts of law and arbitration courts (judges) and, where there is the consent of the head of an investigatory body, to preliminary investigation agencies in respect of the cases that have been taken overby them, as well as to the internal affairs bodies when they exercise the functions of detection, prevention and suppression of economic crimes.The refusal to make operations in the register or the evasion of making operations in the register are not allowed, except as provided for by federal laws and regulatory acts of the Bank of Russia.The issuer that has entrusted the registrar with keeping the register is entitled to exercise a part of the registrar’s functions provided for by Item 4 of Article 8.1 of this Federal Law in respect of the securities placed by this issuer, where it is provided for by an agreement on keeping the register. On such occasion, the issuer is bound to satisfy the requirements of Item 5 of Article 8.1 of this Federal Law. Within this, the running of the time period for making an operation in the register (the time period for the refusal to make an operation in the register) shall start from the time of acceptance by the issuer of documents for making operations in the register, except as established by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 8 of this Federal Law with Subitems 3.1 – 3.15. The Subitems shall enter into force on July 1, 2016 Federal Law No. 210-FZ of June 29, 2015 amended Item 4 of Article 8 of this Federal Law
  4. The register of holders of securities that are not equity, including investment units of unit funds and mortgage participation certificates shall be kept in accordance with the requirements of this Federal Law and taking into account the specifics set by other federal laws and other regulatory legal acts of the Russian Federation adopted in accordance therewith.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 supplemented this Federal Law with Article 8.1. The Article shall enter into force on July 1, 2012

Article 8.1. Transfer-Agents

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 reworded Item 1 of Article 8.1 of this Federal Law

  1. The registrar keeping the register of holders of equity securities shall have the right to involve other registrars, depositories and brokers (hereinafter – transfer-agents) for execution of some of his functions envisaged by this Federal Law.
  2. Transfer agents shall act on behalf and at the expense of the registrar on the basis of a contract of agency or brokerage contract made with the registrar, as well as on the basis of the powers of attorney issued to them.
  3. While exercising their activities, transfer agents are bound to specify that they act on behalf and on the instructions of the registrar, as well as to produce to all persons concerned the power of attorney issued by this registrar.
  4. Where it is provided for by an agreement and a power of attorney, transfer-agents are entitled to do the following:
    1. to accept the documents which are required for making operations in the register;
    2. to transfer to registered and other persons the extracts in respect of personal accounts, notices and other information from the register which are provided for by the registrar.
  5. Transfer-agents are obliged:
    1. to take measures aimed at identification of the persons filing the documents which are required for making operations in the register;
    2. to provide access for the registrar to their records at the request thereof;
    3. to keep confidential the information received in connection with exercising the functions of a transfer-agent;
    4. to check the authority of persons acting on behalf of registered persons;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 5 of Item 5 of Article 8.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
    5. to certify the signatures of natural persons in the procedure provided for by the Bank of Russia;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 6 of Item 5 of Article 8.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
    6. to satisfy other requirements established by regulatory acts of the Bank of Russia.
  6. The running of the time period for making operations in the register (the time period for the refusal to make operations in the register) shall start from the time of acceptance by a transfer-agent of documents for making operations in the register.
  7. The registrar and a transfer agent are bound to interact with each other exchanging information and documents in an electronic form.”;

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 supplemented this Federal Law with Article 8.2. The Article shall enter into force on July 1, 2012

Article 8.2. Accounts to Be Opened by Depositaries and Register Holders

  1. To register rights to securities depositaries and register holders may open the following kinds of personal accounts (depo accounts):
    1. owner’s account;
    2. trust manager’s account;
    3. nominal holder’s account;
    4. depositary account;
    5. treasury account of issuer (of person liable under securities);
    6. other accounts provided for by federal laws.
  2. To register the rights to securities depositaries may also open the following accounts:
    1. depo account of foreign nominal holder;
    2. depo account of foreign authorized holder;GARANT:Subitem 3 of Item 2 of Article 8.2 of this Federal Law shall enter into force on January 1, 2013
    3. depo account of depositary programmes.

    Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Item 3 of Article 8.2 of this Federal Law See the Item in the previous wording

  3. For accounting of title to securities, the holders of the register can also open a personal account of a nominal holder of the central depository. Unless otherwise envisaged by other federal laws, the provisions of this Federal Law envisaging rights and obligations of the person to which the nominal holder account is opened, shall be applied to the central depository.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 8.2 of this Federal Law with Item 3.1
    1. If accounting of title to securities on sub-ledger depo accounts is envisaged by a federal law or in accordance therewith, the person, for which such sub-ledger depo account is opened shall exercise the rights on the securities in the same amount and through the same procedure as the person for which the depo account is opened exercises them.
  4. Depositaries and register’s holders may open and keep accounts which are not intended for registration of rights to securities, in particular an issuer’s account and account for unidentified persons.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 5 of Article 8.2 of this Federal Law. The amendments shall enter into force on September 1, 2013
  5. A procedure for opening and keeping personal accounts (depo accounts), as well as other accounts, shall be determined by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 6 of Article 8.2 of this Federal Law
  6. The rights of ownership and other real rights to securities shall be registered on the personal account (depo account) of the securities’ owner. The cited account may be opened by a foreign organisation not being a legal entity in compliance with the law of the country where this organisation is established.
  7. The manager’s rights in respect of the securities which are under trust management shall be registered on the personal account (depo account) of the trust manager.
  8. The rights to the securities in respect of which a depositary (nominal holder) is not their owner and keeps records of them in the interests of depositors thereof shall be registered on the personal account (depo account) of the nominal holder thereof.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 9 of Article 8.2 of this Federal Law. The amendments shall enter into force on July 1, 2016
  9. The rights to the securities transferred to a notary or court for depositing shall be registered on a depositary personal account (depo account).
  10. The rights of the issuer (of the person liable under securities) to the securities issued (given out) by it shall be registered on a treasury personal account (treasury depo account) of the issuer (of the person liable under the securities).
  11. The rights of persons in respect of the securities serving as a guarantee of the discharge of obligations with respect to such persons, as well as other encumbrances of securities, shall be registered by way of making an appropriate entry on the personal account (depo account) of these securities’ owner, on the personal account (depo account) of the trust manager or the depo account of a foreign authorised holder.Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 12 of Article 8.2 of this Federal Law shall be abrogated from July 1, 2016
  12. The rules provided for by Item 11 of this article may not be applied, if the depositary (register’s holder) is the person in respect of which the discharge of obligations is guaranteed by securities. On such occasion, it is sufficient for origination of a guarantee, except for pledge, to make an appropriate agreement.
  13. It is allowed to attach, and levy execution against, the securities, the rights to which are registered on the personal account (depo account), solely on the personal account (depo account) of the securities’ owner.
  14. The legislation of the Russian Federation shall apply to a depositary’s relations with foreign persons connected with opening, keeping and closing depo accounts of the cited persons.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 8.2 of this Federal Law with Item 15
  15. The holder of the register and the depository shall be obliged to store documents related to keeping of the register of securities holders or documents of depository accounting, respectively, and the documents related to accounting and transfer of title to securities for not less than 5 years from the date of their receipt by the said persons or carrying out of an operation with the securities, if such documents were the ground for its carrying out. The list of the documents and the procedure for their storage shall be defined by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 8.2 of this Federal Law with Item 16
  16. If the person, for which a personal (depo) account is opened failed to provide information on change of his data, the issuer (obligor upon the securities), the holder of the register and the depository shall bear no responsibility for the losses inflicted to such person because of the failure to provide information.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 supplemented this Federal Law with Article 8.3. The Article shall enter into force on July 1, 2012

Article 8.3. The Securities’ Nominal Holder

  1. As the nominal holder of securities shall be deemed the depositary on whose personal account (depo account) the rights to the securities owned by other persons are registered.
  2. Opening for a depositary of the personal account of a nominal holder in a register may not be conditional on the existence of a depositary agreement made by the depositary and a client thereof.
  3. Where it is provided for by federal laws, solely the central depositary may be a nominal holder of securities in a register.Information on changes:Federal Law No. 282-FZ of December 29, 2012 supplemented Article 8.3 of this Federal Law with Item 3.1. The Item shall enter into force on January 2, 2013
    1. A custodian has no right to give instructions to enter the securities of Russian issuers issued on the territory of the Russian Federation onto the account opened for it with a foreign organisation as for the person acting in the interests of other persons.Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Item 4 of Article 8.3 of this Federal Law. The new wording shall enter into force on July 1, 2016 Federal Law No. 218-FZ of July 21, 2014 amended Item 4 of Article 8.3 of this Federal Law
  4. A nominal holder of securities shall only exercise the rights in respect of securities in case of obtaining the appropriate authority by it. The nominal holder engaged in registration of the rights to securities of the owners thereof and/or other persons which in compliance with federal law or personal law of such other persons exercise the rights in respect of the securities is entitled to participate in a general meeting of the securities’ owners and to vote at it on the items of the agenda without a power of attorney in compliance with such persons’ instructions.
  5. The transfer of rights to securities in between depositors of the same nominal holder of securities shall not be shown on its personal account of the nominal holder or on the depo account of the nominal holder.Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 6 of Article 8.3 of this Federal Law shall be abrogated from July 1, 2016
  6. A nominal holder of securities is bound on demand of the person that has opened the personal account (depo account) of a nominal holder for him to file with this person a list drawn up as of a definite date containing the following data:
    1. on depositors thereof to be included in the list of persons exercising their rights to the securities, in particular on the founders of trust management represented by the manager where it is provided for by Part Thirteen of Article 5 of this Federal Law;
    2. on the persons that are subject to inclusion in the list of persons exercising the rights in respect of the securities received by the nominal holder from depositors thereof;
    3. on the number of securities held by the persons included in the list;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 4 of Item 6 of Article 8.3 of this Federal Law. The amendments shall enter into force on September 1, 2013
    4. other data in compliance with the requirements established by federal laws and regulatory acts of the Bank of Russia.

    Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 7 of Article 8.3 of this Federal Law shall be abrogated from July 1, 2016

  7. In addition to the list cited in Item 6 of this article a nominal holder shall provide information on nominal holders, on foreign nominal holders that have not presented data which are subject to inclusion in the list, as well as on the securities registered by nominal holders on accounts of unidentified persons.Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 8 of Article 8.3 of this Federal Law shall be abrogated from July 1, 2016
  8. A depositary is entitled to demand presentation of the list provided for by Item 6 of this article, if the register’s holder advances the appropriate demand on the basis of the issuer’s claim or, where the issuer is the register’s holder, on the basis of a claim of the latter, as well as in other instances provided for by federal laws.Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 9 of Article 8.3 of this Federal Law shall be abrogated from July 1, 2016
  9. A list of all the owners of securities and other persons which in compliance with federal laws exercise the rights in respect of securities shall be provided to the register’s holder within five working days as from the date of forwarding the appropriate demand by the register’s holder.Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 10 of Article 8.3 of this Federal Law shall be abrogated from July 1, 2016
  10. A nominal holder of securities shall compensate for the depositors’ losses caused by failure to present in due time data on the depositor to the register’s holder, regardless of whether the personal account of the nominal holder is opened in the register for the cited depositor. A nominal holder shall be relieved of compensation for damages, if he has properly discharged the duty of providing data to another depositary whose depositor he has become in compliance with instructions in writing of his depositor.Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 11 of Article 8.3 of this Federal Law shall be abrogated from July 1, 2016 Federal Law No. 379-FZ of December 21, 2013 supplemented Article 8.3 of this Federal Law with Item 11. The Item shall enter into force on January 1, 2014
  11. The nominal holder shall not be held liable for failure to present information as a result of non-presentation of information thereto by its depositor being the nominal holder, as well as for the reliability and completeness of the information presented by such depositor or by the persons for which the depo accounts provided for by Article 8.4 of this Federal Law are opened.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 supplemented this Federal Law with Article 8.4. The Article shall enter into force on July 1, 2012

Article 8.4. The Specifics of Registration of Rights to Securities of Foreign Organisations Acting in the Interests of Other Persons

  1. The depo account of a foreign nominal holder may be opened for a foreign organisation established in the states cited in Subitems 1 and 2 of Item 2 of Article 51.1 of this Federal Law acting in the interests of other persons, if such organisation is entitled in compliance with its personal law to register and transfer rights to securities. With that, for foreign organisations which are international centralized systems of registration of rights to securities and/or of making settlements in respect of securities or central depositaries in compliance with their personal law and/or are engaged in making settlements in respect of securities on the basis of the results of a public sale held at foreign exchanges or other controllable markets or in clearing based on the results of such sales, the depo account of a foreign nominal holder may be only opened with a central depositary, if such organisations are included in the list provided for by Article 25 of the Federal Law on a Central Depositary.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 1.1 of Article 8.4 of this Federal Law 
    1. A foreign organisation entitled to register and transfer the rights to securities shall register and transfer the rights to Russian securities in compliance with the personal law thereof. A person shall be defined as the owner of securities or other person enjoying the rights to Russian securities registered on the depo account of a foreign nominal holder in compliance with the personal law of the cited persons. As the owner of the cited securities may act a foreign organisation which is not a legal entity in compliance with the law of the country where this organisation is registered.The legislation of the Russian Federation shall apply to the relations between a depository and a foreign organisation which are connected with the opening, keeping and closing of the depo account of a foreign nominal holder, the depo account of a foreign authorised holder, as well as the depo account of depository programmes.Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Item 2 of Article 8.4 of this Federal Law. The new wording shall enter into force on July 1, 2016 Federal Law No. 218-FZ of July 21, 2014 amended Item 2 of Article 8.4 of this Federal Law
  2. A foreign nominal holder of securities shall only exercise rights with respect to securities, if it is vested with the appropriate authority.The foreign nominal holder engaged in registration of rights to securities of the owners thereof and/or of other persons which in compliance with their personal law exercise the rights to securities are entitled to participate in a general meeting of Russian securities’ owners and to vote in respect of the items of its agenda without a power of attorney in compliance with the instructions of such persons.A foreign organisation entitled in compliance with the personal law thereof to register and transfer rights to securities and engaged in registration of rights to Russian securities of the owners thereof and/o other persons which in compliance with their personal law exercise the rights to securities are entitled to vote on the items of its agenda without a power of attorney in compliance with instructions of such persons.
  3. The depo account of a foreign authorised holder may be opened for a foreign organisation established in the states cited in Subitems 1 and 2 of tem 2 of Article 51.1 of this Federal Law, if such organisation in compliance with its personal law is entitled without being the owner of securities to make on its own behalf and in the interests of other persons any legal or real actions in respect of securities, as well as to exercise rights in respect of securities. A foreign authorised holder of securities shall exercise the rights consolidated by a security.GARANT:Item 4 of Article 8.4 of this Federal Law shall enter into force on January 1, 2013
  4. Serial securities of a Russian issuer which are placed and/or whose circulation outside the Russian Federation is arranged by way of placing in compliance with foreign law the securities of foreign issuers certifying the rights in respect of serial securities of Russian issuers shall be recorded on the depo account of depositary programmes. The depo account of depositary programmes may be only opened with the Russian depositary for which the depo account of a nominal holder is opened with a central depositary.
  5. Execution against the securities the rights to which are registered on the depoaccount of a nominal holder, the depo account of a foreign authorised holder or depo account of depositary programmes may not be levied under obligations of the persons for which the cited accounts are opened.Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Item 6 of Article 8.4 of this Federal Law. The new wording shall enter into force on July 1, 2016 Federal Law No. 379-FZ of December 21, 2013 reworded Item 6 of Article 8.4 of this Federal Law. The new wording shall enter into force on January 1, 2014
  6. A foreign nominal holder is bound to take all reasonable measures within the scope of its control for providing to the depository information on the securities’ owners and other persons exercising the rights in respect of the securities registered on the depo account of the nominal holder in the instances and at the time which are provided for by federal laws and regulatory legal acts of the Bank of Russia for nominal holders.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 7 of Article 8.4 of thisFederal Law. The new wording of the Item shall enter into force on January 2, 2013See the Item in the previous wordingGARANT:Item 7 of Article 8.4 of this Federal Law shall enter into force on January 1, 2013
  7. The person for whom a depo account of depository programmes is opened shall exercise the right to participate in a general meting of stockholders in respect of the stocks, the rights to which are certified by the securities of a foreign issuer, provided that the owners of securities of the foreign issuer and other persons exercising the rights to securities of the foreign issuer have given instructions to vote in a particular way at a general meeting of stockholders and the Russian issuer is provided with information on such persons citing the number of stocks in respect of which the rights are certified by the securities of the foreign issuer which each of them holds.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 8 of Article 8.4 of thisFederal Law. The new wording of the Item shall enter into force on January 1, 2014
  8. The dividends which are subject to payment in respect of the stocks the rights to which are certified by the securities of a foreign issuer shall be paid to the person for whom a depo account of depository programmes is opened.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 9 of Article 8.4 of this Federal Law. The amendments shall enter into force on July 1, 2016 Federal Law No. 379-FZ of December 21, 2013 reworded Item 9 of Article 8.4 of this Federal Law. The new wording shall enter into force on January 1, 2014
  9. The requirements for the procedure for and form of presenting by the person for which the depo account of depository programmes is opened information on owners of the securities of a foreign issuer certifying the rights in respect of stocks of a Russian issuer, as well as on the quantity of securities of a the foreign issuer held by such persons, for exercising by the person for which the depo account of depository programmes is opened the right to participate in a general meeting of shareholders shall be established by regulatory legal acts of the Bank of Russia.The requirements for the procedure for and form of presenting by the foreign nominal holder information on the securities’ holders and other persons exercising rights in respect of securities, as well as on the quantity of the securities which such persons hold, for the purpose of exercising by the cited persons the rights consolidated by the securities shall be established by regulatory legal acts of the Bank of Russia.The requirements for the procedure for and form of presenting information by a foreign authorised holder for the purpose of exercising by him the rights consolidated by securities shall be established by regulatory acts of the Bank of Russia.Information on changes:According to Federal Law No. 210-FZ of June 29, 2015 Item 10 of Article 8.4 of this Federal Law shall be abrogated from July 1, 2016 Federal Law No. 379-FZ of December 21, 2013 reworded Item 10 of Article 8.4 of this Federal Law. The new wording shall enter into force on January 1, 2014
  10. A foreign nominal holder by request of the person that has opened thereto the depo account of a foreign nominal holder of securities is bound to take all reasonable measures within the scope of control thereof for presenting to these persons the list compiled as of a particular date and containing data on the persons exercising the rights in respect of securities, as well as data on the quantity of the securities held by such persons.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 11 of Article 8.4 of this Federal Law
  11. A foreign nominal holder by request of the issuer, courts, arbitration courts (judges), the Bank of Russia and, where there is the consent of the head of the investigatory body, by request of the preliminary investigation bodies in respect of the cases taken over by them, is bound to take all reasonable measures within the scope of control thereof for presenting information on the securities owners, on other persons exercising rights in respect of securities and on the persons in whose interests the cited persons exercise rights in respect of the securities registered on the depo account of the foreign nominal holder, except if the persons exercising rights in respect of securities are foreign organisations which in compliance with their personal law pertain to the collective investment schemes and/or to joint investment schemes both with establishment of a legal entity and without such, if the number of participants of such other joint investment schemes exceeds 50.A foreign authorised holder by request of the issuer, courts, arbitration courts (judges), the Bank of Russia and, where there is the consent of the head of the investigatory body, byrequest of the preliminary investigation bodies in respect of the cases taken over by them, is bound to take all reasonable measures within the scope of control thereof for presenting information on the persons in whose interests the foreign nominal holder exercises rights in respect of the securities registered on the depo account of the foreign nominal holder, except if a foreign nominal holder is a foreign organisation which according to its personal law pertains to the collective investment schemes and/or to joint investment schemes both with establishment of a legal entity and without such, if the number of participants of such other joint investment schemes exceeds 50.An issuer is entitled to demand presentation of the information provided for by this item, if it is necessary for satisfying the requirements of the legislation of the Russian Federation.
  12. The securities owners, persons exercising rights in respect of securities and persons in whose interests securities are possessed by the foreign authorised holders are not entitled to impede the provision of the information provided for by Item 11 of this article.
  13. Abrogated from January 2, 2013.Information on changes:See the text of Item 13 of Article 8.4Federal Law No. 251-FZ of July 23, 2013 amended Item 14 of Article 8.4 of this Federal Law. The amendments shall enter into force on September 1, 2013
  14. The person for whom a depo account of depository programmes has been opened shall use best efforts to provide information on the owners of securities of a foreign issuer and on other persons exercising rights with respect to securities of a foreign issuer certifying the rights to stocks of a Russian issuer. This shall be made at the request of the Russian issuer, courts of law, arbitration courts (judges), the Bank of Russia and, if there is the consent of the head of an investigatory agency, then at the request of agencies involved in preliminary investigation on proceeding cases. The owners of securities of a foreign issuer and other persons exercising rights in respect of securities of a foreign issuer certifying the rights in respect of stocks of a Russian issuer are not entitled to impede the provision of the cited information.Information on changes:Federal Law No. 379-FZ of December 21, 2013 supplemented Article 8.4 of this Federal Law with Item 14.1. The Item shall enter into force on January 1, 2014
    1. The requirement for providing the information stipulated by this article may be forwarded to a foreign nominal holder, foreign authorised holder and to the person for which the depo account of depository programmes is opened both directly and through the depository where the corresponding depo accounts are opened for the cited persons.Information on changes:Federal Law No. 379-FZ of December 21, 2013 supplemented Article 8.4 of this Federal Law with Item 14.2. The Item shall enter into force on January 1, 2014
    2. A foreign nominal holder, foreign authorised holder and the person for which the depo account of depository programmes is opened are bound to take all the reasonable measures within the scope of their control for presenting information and documents incompliance with a request of the depository where the cited persons have opened the corresponding depo accounts on the basis of a request (demand) of a tax authority in compliance with the requirements of the legislation of the Russian Federation on taxes and fees.Information on changes:Federal Law No. 379-FZ of December 21, 2013 supplemented Article 8.4 of this Federal Law with Item 14.3. The Item shall enter into force on January 1, 2014
    3. A foreign nominal holder and the person for which the depo account of depository programmes has been opened shall not be held responsible for their failure to present information as a result of non-presentation to them of information by their clients acting in the interests of other persons, as well as for the reliability and completeness of the information presented by such clients.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 15 of Article 8.4 of this Federal Law. The amendments shall enter into force on July 1, 2016 Federal Law No. 251-FZ of July 23, 2013 amended Item 15 of Article 8.4 of this Federal Law. The amendments shall enter into force on September 1, 2013
  15. A depositary that has opened the depo account of a foreign nominal holder, the depo account of a foreign authorized holder or the depo account of depositary programmes is obliged to notify the Bank of Russia on failure of the persons for which appropriate depo accounts are opened to satisfy the requirements established by this article.Information on changes:Federal Law No. 379-FZ of December 21, 2013 amended Item 16 of Article 8.4 of this Federal Law. The amendments shall enter into force on January 1, 2014
  16. The Bank of Russia is entitled to forward to a foreign nominal holder, a foreign authorised holder or to the person for which the depo account of depositary programes has been opened the direction to remove the detected violations of the requirements established by this article and, should they fail to execute them, to forbid or restrict for a term of up to six months making all or individual operations on appropriate depo accounts.

In the event of failure to follow an order to eliminate violations of the requirements established by this article as to the presentation of information on the holders and other persons exercising the rights in respect of securities, the cited ban or restrictions of operations may be established in respect of the quantity of securities that does not exceed the number of the securities in respect of which the duty to present information has not been discharged.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 supplemented this Federal Law with Article 8.5. The Article shall enter into force on July 1, 2012

Article 8.5. Correctional Notes on Personal Accounts (Depo Accounts)

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Item 1 of Article 8.5 of this Federal Law

  1. The rules for keeping a register and the terms of exercising depository activities must fix the point (points) of time within the working day starting from which instructions to make operations in the register may not be withdrawn or changed.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 2 of Article 8.5 of this Federal Law
  2. Notes made on the personal accounts (depo accounts) on which rights to securities are registered shall be final from the time of their making, that is, they may not be changed or cancelled by holder of the register or depositary, except if such entry is made without a direction (order) of the person for which the personal account (depo account) is opened or without any other document serving as a basis for making an operation in the register, or in defiance of the conditions contained in such direction (order) or other document (a note whose correction is permissible).Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 3 of Article 8.5 of this Federal Law
  3. Holder of the register or depository are entitled in case of detecting errors in a note whose correction is permissible before the end of the working day following the date when such note is made and on condition, that a report on the operation made or an extract from the person account (depo account) containing erroneous data have not been forwarded to the person for which the personal account (depo account) has been opened, to make correctional notes on the appropriate account (accounts) which are necessary for correction of the error.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 4 of Article 8.5 of this Federal Law
  4. When detecting errors in a note, whose correction is permissible, the holder of the register or depositary is entitled in the instances which are not provided for by Item 3 of this article to make correctional notes which are required for correction of the mistake solely by approbation of the person for which the personal account (depo account) is opened or of some other person on whose instructions or demand correctional notes may be made in compliance with federal laws or an agreement.
  5. The person for which the personal account (depo account) has been opened for registration of rights to securities is bound to return the securities that have been groundlessly acquired by such person as a result of mistakes made in a note on such account or the securities which they have been converted into, as well as to transfer the income gained andto compensate for losses in compliance with the civil legislation of the Russian Federation. In so doing, a nominal holder must keep the securities groundlessly entered onto the personal account (depo account) thereof on the account of unidentified persons and is bound to return the cited securities or the securities, which they have been converted into, onto the personal account (depo account) of the person from which they have been written off at the latest in a working day as from the time of receiving the appropriate accounting documents.
  6. Correctional notes shall be made on the personal account of a nominal holder of a central depositary in the procedure provided for by the Federal Law on a Central Depositary.
  7. The number of securities recorded by the register’s holder on personal accounts of registered persons and on the account of unidentified persons must be equal to the number of the same securities that have been placed and are not cancelled.
  8. The number of securities registered by a depositary on the depo accounts on which the rights to the securities are registered and on the account of unidentified persons must be equal to the number of the same securities registered on personal accounts (depo accounts) of a nominal holder opened for this depositary and on the accounts opened for it by the foreign organisation engaged in registration of rights to securities as to the person acting in the interests of other persons.
  9. The correspondence of the number of securities provided for by Items 7 and 8 of this article must be checked up by the register’s holder and depositary every working day. On uniform requirements to the performance by the depositary and registrar of reconciliation check of conformity of the quantity of securities, see of Direction of the Bank of Russia No. 3642-U of May 19, 2015 Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 10 of Article 8.5 of this Federal Law. The amendments shall enter into force on September 1, 2013
  10. In the event of failure to satisfy the requirements of Item 8 of this article, a depositary, at the latest on the working day following the date when the cited violation was detected and had to be corrected, is bound to notify of it the Bank of Russia and to remove the cited violation in the procedure provided for by the conditions of exercising depositary activity by a depositary in compliance with the requirements of this Federal Law.
  11. If the number of securities registered by a depositary on the depo accounts, used for registration of rights to securities and on the account of unidentified persons, has exceeded the number of the same securities registered on personal accounts (depo accounts) of a nominal holder opened for this depositary and on the accounts opened for it by the foreign organisation engaged in registration of rights to securities as for the person acting in the interests of other persons, the depositary is bound to do the following:
    1. to write off in the procedure provided for by the terms of exercising depositary activities from the depo accounts on which the records of rights to securities are kept and from the account of unidentified persons securities in the number which is equal to the excess of the total number of such securities on its personal accounts (depo accounts) of a nominal holder and on the accounts opened for it by the foreign organisation engaged in registration of rights to securities as for the person acting in the interests of other persons within one working day as from the date when the cited excess was detected or should have been detected. With this, it is not allowed for a depositary to make notes on the depo accounts and the account of unidentified persons opened with it regarding the securities in respect of which an excess hasbeen made from the date when the excess of the securities was detected or should have been detected up to the time of the securities’ writing off in compliance with this item, except for the notes made for the purpose of such writing off;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 2 of Item 11 of Article 8.5 of this Federal Law. The amendments shall enter into force on September 1, 2013
    2. at its own choice to ensure entering of the same securities onto depo accounts and the account of unidentified persons from which securities have been written off in compliance with Subitem 1 of this item in the same number as that of the securities written off from appropriate accounts or to compensate depositors for losses in the procedure and under the terms which are provided for by a depositary agreement. In so doing, the time of such entering shall be defined by the terms of exercising depository activities subject to the requirements of regulatory acts of the Bank of Russia.
  12. In the event of failure to observe the time for entering the securities provided for by Subitem 2 of Item 11 of this article, a depository is bound to compensate depositors for appropriate losses. Where the discrepancy in the number of securities cited in Item 11 of this article has been caused by actions of the register’s holder or of another depository, the depositary that has discharged the duty provided for by this article shall enjoy the right of recourse (of regress) in respect of the appropriate person in the amount of the losses compensated for by the depositary, including the outlays borne by the depositary in the discharge of the duty provided for by Subitem 2 of Item 11 of this article. A depositary shall be relieved of discharging the duty provided for by Subitem 2 of Item 11 of this article, if securities’ writing-off has been caused by actions of another depositary (of the foreign organisation engaged in registration of rights to securities as for the person acting in the interests of other persons), whose depositor (client) it has become in compliance with a written direction of its depositor.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 supplemented this Federal Law with Article 8.6. The Article shall enter into force on July 1, 2012

Article 8.6. Ensuring Information Confidentiality by Register’s Holders and Depositaries

  1. Register’s holders and depositaries are bound to ensure confidentiality of information about the person for which a personal account (depo account) is opened, as well as of information about such account, including the operations made on it.
  2. The data cited in Item 1 of this article may only be provided to the person for which a personal account (depo account) is opened or to a representative thereof, as well as to other persons in compliance with federal laws. Depositaries are entitled on the basis of a depositor’s written direction to provide information about such depositor, as well about operations made on the depo account thereof.
  3. The data cited in Item 1 of this article may be provided by a depositary to the persons cited in a depositary agreement where it is established by it.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 8.6 of this Federal Law withItem 3.1
    1. If the holder of the register or the depository documented an encumbrance of the securities or registered the fact of their encumbrance, including pledge, the information cited in Item 1 of this Article can be provided to the person, for whose benefit the encumbrance of the securities is documented (registered), according to the procedure set by the Bank of Russia.Information on changes:Federal Law No. 231-FZ of July 13, 2015 reworded Item 4 of Article 8.6 of this Federal Law. The new wording shall enter into force on February 9, 2016 Federal Law No. 210-FZ of June 29, 2015 amended Item 4 of Article 8.6 of this Federal Law
  4. The data cited in Item 1 of this article may also be provided to courts of law and arbitration courts (judges), to the Bank of Russia and, where there is the consent of the head of an investigatory body, to preliminary investigation agencies in respect of the cases that have been taken over by them, as well as to the internal affairs bodies when they exercise the functions of detection, prevention and suppression of economic crimes if there is a consent of the head of the said bodies.Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Item 5 of Article 8.6 of this Federal Law
  5. Information on the person, for which a personal (depo) account is opened and the information on the number of securities recognised on such personal (depo) account can also be provided to the issuer (obligor upon the securities), if it is necessary for him to exercise the duties envisaged by federal laws and in other cases envisaged by a federal law.Information on changes:Federal Law No. 231-FZ of July 13, 2015 supplemented Article 8.6 of this Federal Law with Item 5.1. The Item shall enter into force on February 9, 2016
  6. Should the register’s holder or a depositary fail to satisfy the requirements of this article, the persons whose rights have been violated are entitled to demand of the appropriate register’s holder or depositary compensation for losses caused thereto.
  7. The register’s holder and depositary shall be held liable for failing to satisfy the requirements of this article in the procedure established by the legislation of the Russian Federation.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented this Federal Law with Article 8.6-1. The Article shall enter into force on July 1, 2016

Federal Law No. 282-FZ of December 29, 2012 supplemented this Federal Law with Article 8.7. The Article shall enter into force on January 1, 2014

Article 8.7. The Specifics of Receiving Dividends in Monetary Form on Stocks, as Well as of income in Monetary Form and Other Monetary Payments in Respect of Registered Bonds

  1. The owners of stocks and registered bonds (hereinafter also referred to as securities) and other persons exercising in compliance with federal laws rights in respect of securities whose rights to securities are registered by a custodian shall receive dividends in monetary form on stocks, as well as income in monetary form and other monetary payments on registered securities (hereinafter referred to in this article as payments in respect of securities) through the custodian of which they are depositors. A depository agreement between the custodian engaged in registration of rights to securities and a depositor shall contain a procedure for transfer of payments related to securities to a depositor.
  2. Payments related to securities the rights to which are recorded by the custodian for which the personal account of a nominal holder is opened in the register shall be made by the issuer engaged in keeping a register of such issuer’s securities or by a credit institution by remitting monetary assets to this custodian.Information on changes:Federal Law No. 379-FZ of December 21, 2013 amended Item 3 of Article 8.7 of this Federal Law. The amendments shall enter into force on January 1, 2014
  3. A custodian is bound to transfer payments related to securities by way of remitting monetary assets onto the bank accounts defined by a depository agreement to the depositors thereof which are nominal holders and trust managers acting as professional securities market-makers at the latest on the working day following the date when they are received, and payments related to securities to other depositors at the latest seven days as from the date when they are received. With this, payments related to securities shall be remitted to the depositor which is the nominal holder onto the special account thereof or onto the account of the depositor which is the nominal holder being a credit institution.
  4. Payments related to stocks shall be transferred by a custodian to the persons which are depositors thereof at the end of the trading day of the date as of the which the persons entitled to receive declared divideds on the issuer’s stocks are determined.
  5. Payments related to registered bonds shall be transferred by a custodian to the persons which are the depositors thereof:
    1. at the end of the trading day preceding the date which is fixed in compliance with the decision on issuance the registered bonds and on which the duty of making payments related the registered bonds is subject to execution;
    2. at the end of the trading day following the date on which the issuer disclosed information on the intention thereof to discharge the duty of making the last payment related to the registered bonds, if such duty is not discharged by the issuer at the time fixed by the decision on the issuance of registered bonds or is discharged in an improper way or, if the issuer is not bound to disclose information in compliance with this Federal Law, at the end of the trading day following the date of receiving the monetary assets which are subject to transfer onto the special depository account of the custodian (the account of the custodian which is a credit institution) to which the personal account of a nominal holder is opened in the register.
  6. The custodian shall transfer to the depositors thereof the payments related to securities in proportion to the number of the securities which were registered on their depo accounts as of the end of the trading day cited in Item 4 and 5 of this article, respectively.
  7. The issuer shall discharge the duty of making payments related to registered bondsto owners of registered bonds and to other persons exercising in compliance with federal laws the rights in respect of registered bonds and recorded in the register as of the end of the trading day cited in Item 8 of this article by way of remitting monetary assets onto their bank accounts at the latest five working days after the cited day. Such duty shall be deemed discharged as from the date when monetary assets are received by the credit institution with which the bank account of the owner of registered bonds or of another person exercising in compliance with federal laws the rights to registered securities is opened.
  8. Payments related to registered bonds shall be made by the issuer to owners of registered bonds and to other persons exercising in compliance with federal laws the rights in respect of registered bonds and recorded in the register:
  1. at the end of the trading day preceding the date which is fixed in compliance with the decision on issuance the registered bonds and on which the duty of making payments related the registered bonds is subject to execution;
  2. at the end of the trading day following the date on which the issuer disclosed information on the intention thereof to discharge the duty of making the last payment related to the registered bonds, if such duty is not discharged by the issuer at the time fixed by the decision on issuance of the registered bonds or is discharged in an improper way or, if the issuer is not bound to disclose information in compliance with this Federal Law, at the end of the trading day following the date of remittance of monetary assets by the issuer.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented this Federal Law with Article 8.7-1. The Article shall enter into force on July 1, 2016

According to Federal Law No. 210-FZ of June 29, 2015 Article 8.8 of this Federal Law shall be abrogated from July 1, 2016

Federal Law No. 218-FZ of July 21, 2014 supplemented this Federal Law Article 8.8

Article 8.8. The Specifics of Participation in a General Meeting of the Persons Whose Rights to Securities Are Registered by the Nominal Holder

  1. The securities owner or other person which in compliance with the federal law or personal law thereof exercises the rights to the securities, the rights to which are registered by the nominal holder or foreign nominal holder, are entitled to participate in a general meeting of such securities’ owners either in person or by way of giving instructions to the nominal holder or foreign nominal holder to vote in a definite way, if it is stipulated by the contract made with the nominal holder or foreign nominal holder. While exercising the cited right, it is not required to present such contract and to prove the receipt of the instructions provided for by this item.
  2. The securities issuer or the person having obligations in respect of securities are entitled or, if in a register of securities owners the personal account of the nominal holder of the central depository is opened, are bound to provide for the possibility of participation of the securities owners in a general meeting of securities’ owners by way of forwarding an electronic document (electronic documents) bearing the electronic signature (hereinafter referred to as the document about voting). The registrar or other person engaged in keeping the register of securities owners on the instructions of the securities issuer or of the person having obligations in respect of the securities shall forward to the central depository and to the nominal holder registered in the register of securities owners the information contained in the ballot paper in the form of an electronic document bearing the electronic signature.
  3. The document in respect of voting shall be compiled by the nominal holder or foreign nominal holder on the basis of the instructions received from the securities owner or other person which in compliance with federal law or its personal law exercises the rights to thesecurities.The document about voting shall contain data on securities owners and other persons which in compliance with federal law or personal law exercise the rights to securities, on the number of securities possessed by such persons, as well as the results of their voting in respect of each item of the agenda of a general meeting of securities owners.The nominal holder shall forward the document about voting compiled by it, as well as the documents about voting compiled by the nominal holders which are depositors thereof, to the registrar or other person engaged in keeping the register of securities owners or, if such nominal holder is a depositor of another nominal holder, to such nominal holder.The document about voting compiled by the nominal holder, as well as the document about voting received by it from other nominal holders, shall be transferred to the registrar or other person engaged in keeping the register of securities owners with electronic signatures of the nominal holder or central depository for which personal accounts are opened in the register.
  4. The votes of the persons participating in a general meeting of securities owners in the way cited in Item 2 of this article shall be taken into account when determining the quorum of a general meeting of securities owners, counting votes and summing up voting results, provided that the document about voting is received before the deadline fixed for acceptance of ballot papers. The document about voting is subject to keeping in the procedure and within the time period which are stipulated for keeping ballot papers.
  5. A foreign nominal holder, in case of drawing up a list of the persons entitled to participate in a general meeting of securities owners, enjoys the right not to present the information cited in Item 6 of Article 8.3 and Item 10 of Article 8.4 of this law to the depository with which the depo account of a foreign nominal holder is opened for it. On such occasion, the persons that are subject to inclusion in a list of the persons enjoying the right to participate in a general meeting of securities owners shall be determined on the basis of the data presented by the foreign nominal holder to the depository with which the depo account of the foreign nominal holder is opened at the latest five working days before the date of holding a general meeting of securities owners. On such occasion, the foreign nominal holder shall present the following information:
    1. document (documents) about voting;
    2. data on the persons which are subject to inclusion into a list of the persons enjoying the right to participate in a general meeting of securities owners that have not given instructions about voting in a definite way;
    3. data on the foreign organisations engaged in compliance with their personal law to register and transfer rights to securities that have not presented the information cited in Subitems 1 and 2 of this item, as well as about the number of securities in respect of which information about their owners and other persons exercising the rights to such securities has not been presented.
  6. In the event of electronic interaction with the central depository, where it is provided for by this article, the rules for such interactions, in particular the formats for transmitting electronic documents, shall be established by the central depository.
  7. The rules provided for by this article shall also apply to the relations connected with participation in a general meeting of owners of bonds with mandatory centralized custody.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented this Federal Law with Article 8.9. The Article shall enter into force on July 1, 2016

Article 9. Abrogated from January 1, 2014.

Information on changes:

Federal Law No. 460-FZ of December 29, 2014 supplemented this Federal Law with Article 9.1. The Article shall enter into force on October 1, 2015

Article 9.1. The Requirements for Representation Offices of Foreign Organisations

If not otherwise provided for by law, a representation office of a foreign organisation exercising in compliance with its personal law controllable activities in financial markets, except for a representation office of a foreign credit organisation, is entitled to exercise activities in the territory of the Russian Federation as from the date of its accreditation by the Bank of Russia in the procedure established by it.

Information on changes:

Federal Law No. 8-FZ of February 7, 2011 amended Article 10 of this Federal Law

Article 10. The Combination of Professional Types of Securities Market-making

The register keeping shall not allow the combination of this activity with other types of professional activity on the securities market.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 2 of Article 10 of this Federal Law. The amendments shall enter into force on September 1, 2013

Restrictions on the combination of types of activity and operations in financial instruments shall be imposed by the Bank of Russia.

See Procedure of licensing of the kinds of professional activities on the securities market approved by Order of the Federal Service on Financial Markets No. 07-21/pz-n of March 6, 2007

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Article 10.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

Article 10.1 The Requirements Applicable to the Managerial Bodies and Employees of a Professional Participant in a Securities Market

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Item 1 of Article 10.1 of this Federal Law

  1. The following persons shall not be a member of the board of directors (supervisory board), a member of the collective executive body, sole executive body or the head of abranch of a professional participant in a securities market, the head of the internal control service or a controller of a professional participant in a securities market, a head of the internal audit service, an official responsible for organising a risk management system (the head of a structural unit responsible for organising a risk management system), the head of a structural unit of a credit organisation formed for the pursuance of the activities of a professional participant in a securities market or the head of a stand-alone structural unit of a professional participant in a securities market if the said professional participant combines professional activities in a securities market:the persons who were carrying out the functions of the sole executive body of financial organisations at the time when these organisations committed the wrongdoings for which their licences to pursue relevant types of activity were cancelled (revoked) or the wrongdoings for which the said licences had been suspended and the said licences had been cancelled (revoked) due to the failure to eliminate these irregularities, if less than three years have passed since such cancellation (revocation). In this case, for the purposes of this Federal Law “financial organisation” means a professional participant in a securities market, clearing organisation, the managing company of an investment company, unit investment trust or non-state pension fund, the specialised depositary of an investment company, unit investment trust and non-state pension fund, a joint-stock investment company, credit organisation, insurance organisation, non-state pension fund or organiser of trade;the persons in respect of which the term has not expired during which they are deemed subjected to an administrative penalty in the form of disqualification;the persons having an unexpunged or unquashed conviction for crimes in the field of economic activities or crimes against the state.An active member of the board of directors (supervisory board) upon the onset of the circumstances described in this item shall be deemed dismissed as of the date of entry into force of the relevant decision of the authorised body or court.Information on changes:Federal Law No. 460-FZ of December 29, 2014 supplemented Article 10.1 this Federal Law with Item 1.1. The Item shall enter into force on October 1, 2015
    1. The forex dealer’s employees exercising the functions defined by regulatory acts of the Bank of Russia shall satisfy the requirements established by Item 1 of this article, as well as the qualification requirements established by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 460-FZ of December 29, 2014 reworded Item 2 of Article 10.1 of this Federal Law. The new wording shall enter into force on October 1, 2015
  2. The election (appointment) of the person exercising the functions of the one-man executive body, the head of the internal control service and controller of a professional securities market-maker, as well as the functions of the head of the structural unit established for exercising the activity of a professional securities market-maker (in case of combining the activities of a professional securities market-maker with other kinds of activities) shall be allowed by preliminary approbation of the Bank of Russia.Information on changes:Federal Law No. 460-FZ of December 29, 2014 amended Item 3 of Article 10.1 of this Federal Law. The amendments shall enter into force on October 1, 2015 
  3. A professional participant in a securities market shall notify in writing the Bank of Russia of all planned appointments to the positions mentioned in Item 2 of this article. The said notice shall comprise information confirming that the requirements established by Item 1 of this article are met. Within ten working days after receiving the said notice the Bank of Russia shall grant its consent to the said appointments or present a substantiated refusal to do so in writing. Such refusal is admissible if the nominee does not meet the requirements established by Item 1 of this article or if incomplete or unreliable information has been included in the notice.Information on changes:Federal Law No. 460-FZ of December 29, 2014 amended Item 4 of Article 10.1 of this Federal Law. The amendments shall enter into force on October 1, 2015 
  4. The professional participant in the securities market shall notify in writing the Bank of Russia of the dismissal of the persons mentioned in Item 1 of this article not later than on the working day following the date of such decision.Information on changes:Federal Law No. 460-FZ of December 29, 2014 amended Item 5 of Article 10.1 of this Federal Law. The amendments shall enter into force on October 1, 2015 
  5. The professional participant in the securities market shall send a notice in writing to the Bank of Russia concerning the election (discontinuation of membership) of members of the board of directors (supervisory board) and of members of the collective executive body of the professional participant in the securities market within three days after the date of the relevant decision.Paragraph 2 has lost force from October 1, 2015.Information on changes:See the text of paragraph 2 of Item 5 of Article 10.1Federal Law No. 460-FZ of December 29, 2014 supplemented Article 10.1 of this Federal Law with Item 6. The Item shall enter into force on October 1, 2015
  6. The requirements of Item 2 and 3 of this article shall not extend to the credit organisations exercising the activities of a professional securities market-makers.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented this Federal Law with Article 10.1-1

Article 10.1-1. Requirements for Professional Securities Market Participants and their Activities

  1. Professional participants of the securities market can be business entities and, in cases envisaged by federal laws – legal entities having other forms of incorporation.
  2. A professional securities market participant shall be obliged to organise and exercise internal control and, in cases envisaged by regulatory acts of the Bank of Russia – organise and exercise internal audit as required by the Bank of Russia.
  3. For organisation and exercise of the internal control the professional securities market participant shall be obliged to appoint a controller or form a standalone structural subdivision (internal control service). An controller (head of the internal control service) shall be appointed to and released from the position by the executive body of the professional securities market participant.
  4. The procedure for exercise of internal control and internal audit shall be established by documents of the professional securities market participant in accordance with the requirements of regulatory acts of the Bank of Russia.
  5. A professional securities market participant shall be obliged to organise a system of management of risks inherent in the professional activities in the securities market and in the operations with own property (hereinafter – the risk management system) that shall correspond to the character of operations carried out by the professional securities market participant and contain a risk monitoring system ensuring timely informing of the managing bodies of the professional securities market participant. The requirements for organisation of the risk management system by professional securities market participants shall be set by the Bank of Russia depending on the type of the activities and the character of the operations.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented this Federal Law with Article 10.1-2

Article 10.1-2. Requirements for Establishers (Participants) of a Professional Securities Market Participant

  1. An individual having an unexpunged or outstanding conviction for an economic crime or a crime against the state shall have no right to dispose of 10 and more number of votes of the voting shares (interest) composing the authorised capital of the professional securities market participant, directly or indirectly (through persons under his control), independently or jointly with other persons related to him by property trust management agreements and/or simple partnership and/or commission and/or shareholders’ and/or other agreement whose subject is exercise of rights certified by shares (interest) of the professional securities market participant.
  2. The person that has, directly or indirectly (through persons under his control), independently or jointly with other persons related to him by property trust management agreements and/or simple partnership and/or commission and/or shareholders’ and/or other agreement whose subject is exercise of rights certified by shares (interest) of the professional securities market participant, acquired the right to dispose of 10 and more percent of votes of the voting shares (interest) composing the authorised capital of the professional securities market participant shall be obliged to direct a notification to the professional securities market participant and the Bank of Russian through the procedure and within the terms established by regulatory acts of the Bank of Russia.
  3. Using the procedure established by it, the Bank of Russia shall have the right to request and receive information on persons that have, directly or indirectly (through personsunder their control), independently or jointly with other persons related to them by property trust management agreements and/or simple partnership and/or commission and/or shareholders’ and/or other agreement whose subject is exercise of rights certified by shares (interest) of the professional securities market participant, the right to dispose of 10 and more percent of votes of the voting shares (interest) composing the authorised capital of the professional securities market participant.
  4. If the notification envisaged by Item 2 of this Article is not received by the professional securities market participant or it follows from the notification that the individual having the right to dispose, directly or indirectly, of 10 and more percent of votes of the voting shares (interest) composing the authorised capital of the professional securities market participant, does not meet the requirements of Item 1 of this Article, such person shall have the right to dispose of the number of votes not exceeding 10 percent of votes of the voting shares (interest) composing the authorised capital of the professional securities market participant. With that, other shares (interest) held by such person shall not be taken into account when determining the quorum for holding of the general meeting of shareholders (participants) of the professional securities market participant.
  5. Requirements of this Article shall not be applicable to credit institutions operating as the professional securities market participants.

Article 10.2. Abrogated. See the text of Article 10.2

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented Chapter 2 of this Federal Law with Article 10.2-1

Article 10.2-1. Specifics of Professional Activities in the Securities Market Related to Keeping of Individual Investment Accounts

  1. Individual investment account is an internal booking account intended for separated accounting of funds, securities of a customer that is an individual or obligations under agreements concluded at the account of such customer and that shall be opened and kept in accordance with this Article.An individual investment account shall be opened and kept by a broker or a trustee on the basis of a separate brokerage or securities trust management agreement that envisage opening and keeping of an individual investment account (hereinafter – agreement for keeping of individual investment account).
  2. An individual shall have the right to have only one agreement for keeping of an individual investment account. In case of conclusion of a new agreement for keeping of an individual investment account, the agreement concluded earlier shall be terminated within a month.A professional securities market participant shall conclude an agreement for keeping of an individual investment account, if the individual has declared in writing that he has no agreements with other professional securities market participant for keeping of an individual investment account or that such agreement will be terminated within not more than one month.
  3. An individual shall have the right to claim return of funds and securities recognised on his individual investment account or their transfer to other professional securities market participant, with which the agreement for keeping of the individual investment account is concluded. It is not allowed to return funds and securities recognised on his individualinvestment account to the customer or to transfer them to other professional securities market participant without termination of the agreement for keeping of the individual investment account.
  4. An individual shall have the right to terminate the agreement of one type (brokerage or securities trust management agreement) for keeping of an individual investment account and to conclude the agreement of other type for keeping of an individual investment account with the same professional securities market participant or to transfer the funds and securities recognised on the individual investment account to other professional securities market participant, with which the agreement for keeping of individual investment account is concluded.
  5. The professional securities market participant, with which the agreement for keeping of an individual investment account is to be terminated, shall direct information on the individual and his individual investment account to the professional securities market participant, with which a new agreement for keeping of an individual investment account is to be concluded. The contents of such information shall be approved by the federal executive authority authorised for control and supervision in the sphere of taxes and duties.
  6. Funds and securities recognised on an individual investment account shall only be used for fulfillment and/or securing fulfillment of obligations that follow from the agreements concluded on the basis of the agreement for keeping of an individual investment account, and for fulfillment and/or securing fulfillment of obligations under the agreement for keeping of an individual investment account.GARANT:Item 7 of Article 10.2-1 of this Federal Law shall enter into force on October 1, 2015
  7. Funds recognised on an individual investment account shall not be used for fulfillment of obligations that follow from the agreements concluded with a forex dealer.
  8. Only funds shall be allowed to be transferred by the customer to the professional securities market participant under the agreement for keeping of an individual investment account. With that, the total amount of funds that can be transferred under such agreement within a calendar year shall not exceed 400 thousand roubles.GARANT:Item 9 of Article 10.2-1 of this Federal Law shall enter into force on January 1, 2016
  9. In case of depositing in credit institutions of funds under trust management on the basis of an agreement on trust management of securities that envisages opening and keeping of an individual investment account, the sum of such deposits shall not exceed 15 percent of the amount of funds transferred under the said agreement as of the moment of the depositing. It is only allowed to purchase securities of foreign issuers at the account of the property recognised on an individual investment account, in the organised trading of a Russian trade

organiser.

Article 10.3. Abrogated.

Information on changes:

Federal Law No. 460-FZ of December 29, 2014 (in the wording of Federal Law No. 210-FZ of June 29, 2015) supplemented this Federal Law with Article 10.2-2. The Article shall enter into force on October 1, 2015

Information on changes:

Article 10.2-2. Additional Requirements for the Forex Dealer’s Founders

(Stake-Holders)

  1. As the person entitled directly or indirectly (through the persons under control thereof), independently or jointly with other persons connected with him by contracts of property trust management and/or contracts of ordinary partnership and/or agency contract and/or by a shareholder agreement and/or by some other contract whose subject is the exercise of the rights certified the forex dealer’s stocks (shares) to dispose of the votes falling at the voting stocks (shares) making up the forex dealer’s authorized capital may not be:
    1. a foreign person registered in the states or in the territories that do not provide for the disclosure and presentation of information when making the financial operations whose list is endorsed by the Ministry of Finance of the Russian Federation;
    2. a legal entity whose licence for exercising the activity of a financial organisation has been cancelled (withdrawn) for making a violation;
    3. the natural person cited in Item 1 of Article 10.1 of this Federal Law.
  2. A professional securities market-maker exercising the activities of a forex dealer, should the composition of the founders (stake-holders) thereof be changed, is bound to supply to the Bank of Russia information about such changes, as well as information about the persons that are founders (stake-holders) thereof and about the natural persons who directly or indirectly exercise control over the legal entities that are founders (stake-holders) of the forex dealer in the procedure, at the time and in the form which are established by the Bank of Russia.

Information on changes:

Federal Law No. 327-FZ of November 21, 2011 reworded the title of Chapter 3 of this

Federal Law. The new wording of the title shall enter into force on January 1, 2014

Chapter 3. Admittance of Securities to an Auction Article 11. Abrogated from January 1, 2014.

Information on changes:

Article 12. Abrogated from January 1, 2014.

Information on changes:

Article 13. Abrogated from January 1, 2014.

Information on changes:

Federal Law No. 327-FZ of November 21, 2011 reworded Article 14 of this Federal Law. The new wording of the Article shall enter into force on January 1, 2012

Article 14. Admittance of Securities to Organised Auctions

  1. In conformity with the demands of the legislation of the Russian Federation,securities may be admitted to organised auctions in the course of their placement and circulation.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 2 of Article 14 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording
  2. Securities shall be admitted to organised trade by way of their listing. Securities listing shall be allowable on condition of the satisfaction by such securities of the requirements of the legislation of the Russian Federation, including regulatory acts of the Bank of Russia. An exchange is entitled to effect the securities’ listing by way of their inclusion into the quotation lists forming part of a list of securities admitted to organised trade.Information on changes:Federal Law No. 282-FZ of December 29, 2012 supplemented Article 14 of this Federal Law with Item 2.1. The Item shall enter into force upon the expiry of 270 days after the day of the entry into force of the said Federal Law
    1. The securities’ listing shall be effected on the basis of a contract made with the securities’ issuer (with the person liable in respect of the securities), except for the following instances:
      1. when effecting the listing of federal state securities;
      2. when the trade promoter effects the listing of securities issued by it;
      3. when the trade promoter effects the securities listing without their inclusion into quotation lists, if such securities have undergone the listing procedure with a different trade promoter;
      4. the other instances provided for by this Federal Law.

      Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 3 of Article 14 of this Federal Law. The amendments shall enter into force on September 1, 2013

  3. The rules for including securities into the quotation lists and for their removal from these lists shall correspond to the demands of the normative legal acts of regulatory acts of the Bank of Russia. In this case the exchange has the right to establish additional demands on the securities included into the quotation lists.GARANT:See the Procedure for Admittance of Securities to Organised Trading approved by Order of the Federal Financial Markets Service No. 13-62/pz-n of July 30, 2013
  4. The trade system has no right to carry out the listing of securities by way of including them into the quotation lists.
  5. The trade organiser has the right to render services facilitating the issue of investment partner shares of a share investment fund.
  6. The trade organiser has the right to refuse the admittance of securities to organisedauctions or to stop their admittance to organised auctions without explaining the reasons. If the trade organiser stops the securities’ admittance to organised auctions without explaining the reasons, the organised auctions in such securities shall take place not earlier than three months as from the date when the trade organiser revealed information on stopping the securities’ admittance to organised auctions.Information on changes:Federal Law No. 379-FZ of December 21, 2013 supplemented Article 14 of this Federal Law with Item 7. The Item shall enter into force on January 1, 2014
  7. The rules of this Federal Law concerning the admittance of securities, including securities of foreign issuers, to organised trade shall not apply to the securities in respect of which solely repo contracts may be made in organised trade. The rules of Item 2 of Article 27.6, Articles 30 and 30.1 of this Federal Law shall not also apply to the cited securities. With this, such repo contracts may be only made on account of qualified investors.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 supplemented this Federal Law with Article 14.1. The Article shall enter into force on July 1, 2012

Article 14.1. The Specifics of Admittance of Individual Securities to an Organised Sale

The operation of the provisions of Item 1 of Article 14.1 of this Federal Law (in the wording of Federal Law No. 415-FZ of December 7, 2011) shall extend to legal relations arising after giving to a legal entity the status of a central depositary in compliance with the Federal Law on a Central Depositary

  1. Bearer bonds with mandatory centralised keeping shall be admitted to an organised sale on condition that centralised keeping of such bonds is effected by a centralized depositary. The cited rule shall not extend to admittance to an organised sale of bonds with obligatory centralized custody while they are being placed, if the terms of such bonds’ issuance do not provide for the possibility of their circulation. The provisions of Item 2 of Article 14.1 of this Federal Law (in the wording of Federal Law No. 415-FZ of December 7, 2011) shall apply upon the expiry of a year after giving to a legal entity the status of a central depositary in compliance with the Federal Law on a Central Depositary
  2. Investment shares and hypothecation participation certificates shall be admitted to an organised sale on condition that the rules for trust management of mortgage coverage provide for the possibility of such securities’ circulation at an organised sale.

Article 15. Abrogated from January 1, 2014.

Information on changes:

Federal Law No. 379-FZ of December 21, 2013 supplemented Section II of this Federal Law

with Chapter 3.1. The Chapter shall enter into force on July 1, 2014

Chapter 3.1. Specialised Company Article 15.1. Specialised Company

  1. As specialised companies shall be deemed a specialised financial company and a specialised project financing company,
  2. The goals and the subject of activities of a specialised financial company shall be the acquisition of property rights to demand of the debtors to pay monetary assets (hereinafter referred to as monetary claims) under credit agreements, loan agreements and/or other obligations, including the rights that can result in the future from the existing and future obligations, the acquisition of other property connected with the monetary claims to be acquired, in particular under leasing agreements and contracts of tenancy, and issuance of bonds secured by pledge of monetary claims.The goals and subject of activities of a specialised project financing company shall be financing of a long-term (for a term of at least three years) of an investment project by way of acquiring monetary claims related to the obligations that will originate in connection with the sale of the property created as a result of the implementation of such project, with rendering services, producing goods and/or carrying out works when using the property created as a result of implementation of such project, as well as by way of acquiring other property which is necessary for the implementation or connected with implementation of such project, and the issuance of bonds secured by pledge of monetary claims and other property.The statutes of a specialised company may establish additional restrictions as to the subject and/or kinds of activities that can be exercised by the specialised company.
  3. The full firm’s name of a specialised financial company in Russian shall contain the words “specialised financial company” and the full firm’s name of a specialised project financing company shall contain the words “specialised project financing company”. Other legal entities are not entitled to use in the denomination thereof the words “specialised financial company” or the words “specialised project financing company”, as well as their derivatives and word combinations with them.
  4. A specialised company may have the civil rights corresponding to the goals and the subject of activities thereof defined by its statutes and discharge the duties connected with these activities, in particular to dispose of the acquired monetary claims and other property, to obtain credits (loans) subject to the restrictions imposed by the statutes of the specialised company, to insure the risk of liability for failure to discharge obligations under the bonds of the specialised company and/or the risk of losses connected with failure to discharge obligations in compliance with monetary claims acquired by the specialised company and to make other transactions aimed at enhancing and maintaining the creditability or reduction of the risk of financial losses of the specialised company.A specialised company is to entitled to borrow assets in the form of loans from natural persons, except for the loans attracted by way of acquiring by natural persons the specialised company’s bonds.
  5. In the event of assignment of the right of claim to a specialised company, it may not be charged with the duty of compensation for the necessary expenses of the debtor being a natural person caused by the transfer of the right, if the assignment that has entailed such expenses has been effected without the debtor’s consent.
  6. The discharge of obligations under the bonds of a specialised company may be also secured, apart from the pledge of monetary claims, by pledge of other property possessed by this specialised company and/or third persons, as well as in the other ways provide for by thisFederal Law.
  7. A specialised financial company is not entitled to place bonds secured by pledge of monetary claims if such monetary claims are encumbered by pledge or other rights of third persons, except for the claims of owners of bonds of other issues of the issuer and creditors’ claims under the issuer’s agreements, if an indication as to such claims’ securing is contained in the terms of an issue of bonds of the specialised financial company.
  8. A creditor’s agreement with a specialised company or the terms of an issue of bonds of a specialised company may stipulate that the claims of the creditor or bond owners which are not satisfied on account of the assets obtained as a result of selling pledged monetary claims in case of levying execution against them or, in the event of providing other security, on account of such security, shall be deemed met.
  9. The provisions of Federal Law No. 208-FZ of December 26, 1995 on Joint-Stock Companies and Federal Law No. 14-FZ of February 8, 1998 on Limited Liability Companies shall extend to specialised companies subject to the specifics established by this Federal Law.

Article 15.2. The Specifics of Establishment, Re-Organisation, Liquidation and Legal Status of a Specialised Company

  1. A specialised company may be only created by way of establishing it. The stocks of a specialised company shall be only paid for (a contribution to the authorised capital thereof shall be only made), in particular when establishing it, by monetary assets.
  2. A specialised company is not entitled to render the decision on the reduction of the authorised capital thereof, in particular by way of acquiring part of the stocks placed by it (share in the authorised capital thereof). As the founders (participants) of a specialised company may not act the legal entities registered in the states or in the territories where it is not stipulated to disclose and provide information when making the financial operations whose list is endorsed by the Ministry of Finance of the Russian Federation.
  3. A specialised financial company may not be re-organised on a voluntary basis.
  4. Where there are bonds of a specialised company in respect of which obligations are not discharged, the liquidation of the specialised company on a voluntary basis is allowable with the consent of such bond owners. The decision on the consent shall be adopted by a general meeting of such bond owners by a nine tenth majority vote of the persons entitled to vote at a general meeting of such bond owners.
  5. An application for declaring a specialised company bankrupt in connection with failure to discharge or improper discharge of the obligations related to the bonds of the specialised company secured by pledge shall be filed with an arbitration court in compliance with the legislation of the Russian Federation on insolvency (bankruptcy).
  6. The statutes of a specialised company may contain the following:
    1. instances and conditions which are not provided for by federal laws and in which the dividends of the specialised company are not declared and paid (profits thereof are not distributed), or prohibition to declare and pay dividends of the specialised company (to distribute the profits thereof);
    2. list of items (in particular on making amendments and/or addenda in the statutes of the specialised company, on approving certain transactions to be made by the specialised company) in respect of which decisions are adopted with the consent of the owners of bonds of the specialised company or creditors of the specialised company.
  7. The consent of the owners of bonds of a specialised company provided for by the statutes of the specialised company shall be obtained by way of adopting a decision by a general meeting of the bond owners, if the right to render a decision in respect of a corresponding item is not referred to the scope of authority of a representative of such bondowners in compliance with the terms of their issuance or by decision of a general meeting of such bond owners.
  8. The statutes of a specialised project financing company, apart from the provisions stipulated by Item 6 of this article, may also contain the provision to the effect that:
    1. the board of directors (the supervisory council) and/or the audit commission (inspector) in the specialised project financing company shall not be elected;
    2. the rules provided for by Chapters X and XI of Federal Law No. 208-FZ of December 26, 1995 on Joint-Stock Companies, Articles 45 and 46 of Federal Law No. 14-FZ of February 8, 1998 on Limited Liability Companies shall not apply to the transactions made by the specialised project financing company under whose statutes the board of directors (supervisory board) of such specialised project financing company is not elected.
  9. In respect of specialised companies shall not apply the rules provided for by Item 4 of Article 90 and Item 4 of Article 99 of the Civil Code of the Russian Federation, the rules provided for by Items 4-12 of Article 35, and Chapter IX, as regards the acquisition and redemption by a joint-stock company of placed stocks, and by Chapter XI.1 of Federal Law No. 208-FZ of December 26, 1995 on Joint-Stock Companies, the rules provided for by Items 3-5 of Article 20, by Articles 23 and 24 of Federal Law No. 14-FZ of February 8, 1998 on Limited Liability Companies.
  10. In respect of specialised financial companies shall not apply the rules provided for by Chapters X and XI of Federal Law No. 208-FZ of December 26, 1995 on Joint-Stock Companies and the rules provided for by Articles 45 and 46 of Federal Law No. 14-FZ of February 8, 1998 on Limited Liability Companies.
  11. The items provided for by Subitems 2-4, 10, 11 and 13 of Item 1 of Article 65 of Federal Law No. 208-FZ of December 26, 1995 on Joint-Stock Companies shall pertain to the scope of authority of the one-man executive body of a specialised financial company, as well as of the one-man executive body of a specialised project financing company under whose statutes the board of directors (supervisory board) of such specialised company is not elected.
  12. The persons cited in Item 1 of Article 10.1 of this Federal Law may not be members of the board of directors (supervisory board), members of the collective executive body, the one-man executive body or chief accountant of a specialised project financing company.
  13. The authority of the one-man executive body of a specialised financial company must be delegated to a profit-making organisation (management company) satisfying the requirements of Article 15.3 of this Federal Law.
  14. If the authority of the one-man executive body of a specialised project financing company is delegated to a management company, such management company must satisfy the requirements of Article 15.3 of this Federal Law.
  15. In a specialised financial company the board of directors (supervisory board) and the audit commission (inspector) shall not be elected and the collective executive body shall not be established. A specialised financial company shall not have employees on the staff and is not entitled to make labour contracts.
  16. The transactions made by a specialised company in defiance of the goals and subject of the activities which are cited in this Federal Law and/or defined by the statutes thereof may be declared invalid by court at the claim of the specialised company, its founder (participant) or creditors of the specialised company, including the owners of bonds of the specialised company, if it is proved that the other party to a transaction knew or should have known about the restrictions imposed upon the goals and the subject of the activities of the specialised company. It is supposed that the other party knew about the restrictions imposed upon the goals and the subject of the activities of a specialised company whose full firm’s name contains the words “specialised financial company” or “specialised project financing company”.
  17. The stockholder or stockholders holding at least 10 per cent of voting stocks (the participants holding in the aggregate at least one tenth of the total number of participants’ votes) of a specialised company that have made the claim for calling a general meeting of stockholders (participants) of the specialised company for resolving the issue of early termination of the authority of the management company (of the one-man executive body) of the specialised company and transfer of the corresponding powers to another management company (on establishing the one-man executive body) are entitled to call a general meeting, if within the time period fixed by federal laws the person exercising the functions of the one-man executive body does not adopt the decision on calling such general meeting or the decision is adopted to deny its calling. With this, the cited stockholders (participants) of a specialised company shall have the authority required for calling and holding such general meeting, while the outlays on its preparation and calling may be reimbursed on account of the assets of the specialised company by decision of such general meeting.

Article 15.3. The Management Company of a Specialised Company

  1. As the management company of a specialised company may act the manager or management company of an investment fund, unit investment fund, non-governmental pension fund or other organisation which is an economic company, provided that the cited organisations are included by the Bank of Russia into the register of organisations which are entitled to exercise the activities of management companies of specialised companies (hereinafter referred to as a register of management companies of specialised companies). The Bank of Russia shall keep a register of management companies of specialised companies and shall place it on its official site on the Internet.
  2. It is not allowed to delegate the authority of a one-man executive body of a specialised company to the management company which is:
    1. the person exercising control over the specialised company;
    2. the person exercising control over the initial creditors in respect of the monetary claims whose pledge secures the discharge of obligations under the bonds of the specialised company, or the person in respect of which such initial creditors exercise control.
  3. As the person entitled to dispose directly or indirectly (through the persons under control thereof) independently or jointly with other persons that are connected with him by contracts of property trust management and/or of ordinary partnership, and/or of commission, and/or of a shareholder agreement and/or by some other agreement whose subject is the exercise of the rights certified by the stocks (shares) of the management company, of 10 and more per cent of the votes falling at voting stocks (shares) making up the capital of the management company may not act:
    1. the legal entity registered in the state or in the territories where it is not stipulated to disclose and provide information about making the financial operations whose list is endorsed by the Ministry of Finance of the Russian Federation;
    2. the legal entity whose licence for exercising the relevant kind of activity of a financial organisation has been cancelled (withdrawn);
    3. the natural person cited in Item 1 of Article 10.1 of this Federal Law.
  4. The persons cited in Item 1 of Article 10.1 of this Federal Law may not be members of the board of directors (supervisory board), members of the collective executive power body, the one-man executive body or chief accountant of the management company of a specialised company.
  5. In the event of failure of an organisation included into the register of management organisations of specialised companies to execute an order of the Bank of Russia to remove violations of the requirements of this Federal Law and/or regulatory acts of the Bank of Russia, the Bank of Russia shall exclude such organisation from the register of management companies of specialised companies.

Article 15.4. The Replacement of the Specialised Company of the Issuer of Bonds Secured by Pledge in the Event of Its Becoming Bankrupt

  1. In the event of adoption by an arbitration court of the decision to declare bankrupt a specialised company being the issuer of bonds secured by pledge and on initiating bankruptcy proceedings, all the obligations under such bonds may be transferred to another specialised company (replacement of the issuer of bonds). In so doing, the obligations under bonds of a specialised financial company may be only delegated to another specialised financial company and the obligations under bonds of a specialised project financing company solely to another specialised project financing company.
  2. The replacement of a specialised company being the issuer of bonds in case of its bankruptcy shall be allowed with the consent of the owners of such bonds, as well as in the procedure and on the grounds which are provided for by the legislation of the Russian Federation on Insolvency (Bankruptcy). The consent of the owners of such bonds shall be obtained by way of adopting the decision by a general meeting of such bond owners. In the event of issuance of two and more issues of bonds under which the discharge of obligations is ensured by the same security and in respect of which a different priority of their discharge is established, the replacement of a specialised company being the bond issuer is only allowed with the consent of the owners of bonds under which the obligations are discharged in the first turn in respect of the other issues of bonds of the specialised company. With this, the consent of the owners of bonds of other issues is not required.
  3. In the event of replacement of a specialised company being the issuer of bonds in the event of its becoming bankrupt, to the new issuer of such bonds shall be transferred, jointly with the obligations related to the bonds, the monetary claims and other property possessed by the specialised company and kept in pledge by the bond owners, unless otherwise provided for by the legislation of the Russian Federation on insolvency (bankruptcy).
  4. A specialised company being the issuer of bonds shall be replaced in the event of its becoming bankrupt by way of making the corresponding amendments in the decision of the issue (additional issue) of bonds and in respect of the bearer bonds issued in the certified form it shall be also done by way of replacing previously issued or drawn up certificates by new certificates where a new person shall be cited as the issuer of such bonds.Amendments shall be made in the decision on an issue (additional Issue) of bonds, if the specialised company being the issuer of the bonds becomes bankrupt, in respect of its replacement in the procedure established by Article 24.1 of this Federal Law.
  5. If in respect of the bonds of a specialised company declared bankrupt a prospectus of such bonds has been registered, the new issuer of such bonds is bound to disclose information in compliance with Article 30 of this Federal Law.

Section III. On Issued Securities

See Federal Law No. 46-FZ of March 5, 1999 on Protection of Rights and Legitimate Interests of Investors on the Securities Market

Chapter 4. Basic Provisions on Issued Securities

Information on changes:

Federal Law No. 327-FZ of November 21, 2011 and Federal Law No. 415-FZ of December 7, 2011 amended Article 16 of this Federal Law. The amendments shall enter into force on January 1, 2013

Article 16. General Provisions

Emissive securities may be registered or payable to bearer. Registered emissive securities may be only issued in the non-documentary form, except for the instances provided for by federal laws. Emissive bearer securities may only be issued in the documentary form.

The owner of emissive bearer securities shall be given a certificate for each such security. By request of the owner thereof, he may be given one certificate for two or more emissive bearer securities belonging to one issue that he is going to acquire. This provision shall not apply to emissive bearer securities with the mandatory centralised keeping thereof.

A certificate of emissive bearer securities has to contain the requisite elements provided for by this Federal Law. The requirements to the forms of certificates of emissive bearer securities, except for the forms of certificates of emissive bearer securities with mandatory centralised keeping shall be established by normative legal acts of the Russian Federation.

The total number of emissive bearer securities which is indicated in all the certificates given out by the issuer thereof does not have to exceed the number of emissive bearer securities that belong to a given issue.

The operation of the provisions of Part Five of Article 16 of this Federal Law (in the wording of Federal Law No. 415-FZ of December 7, 2011) shall not extend to the bonds placed before giving to a legal entity the status of a central depositary

It has to be determined by a decision on the issue of emissive bearer securities, or by a decision on the issue of registered emissive securities in the instances provided for by federal laws that such securities are subject to mandatory keeping at the depository specified by the issuer thereof (emissive securities with mandatory centralised keeping). The certificate of emissive bearer securities with mandatory centralised keeping may not be handed in to the owner (owners) of such securities. In the event of registration of a prospectus of securities with obligatory centralized custody, such securities are subject to mandatory centralised keeping at a central depositary.

Any property and non-property rights fixed in documentary or non-documentary form shall issue securities regardless of their name, if the conditions of their emergence and circulation correspond to the totality of the signs of the issue security indicated in Article 2 of this Federal Law.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 7 of Article 16 of this Federal Law. The amendments shall enter into force on September 1, 2013

Russian issuers shall be entitled to place securities outside the Russian Federation, and likewise through placement under foreign law securities of foreign issuers certifying the rights in respect of emissive securities of Russian issuers, solely by authority of the Bank of Russia.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 8 of Article 16 of this Federal Law. The amendments shall enter into force on September 1, 2013

Organising the circulation of emissive securities of a Russian issuer outside the Russian Federation, and likewise through the placement under foreign law of foreign issuers’ securities certifying the rights in respect of emissive securities of Russian issuers, shall be only allowed by authority of the Bank of Russia.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 9 of Article 16 of this Federal Law. The amendments shall enter into force on September 1, 2013

Said authorisations shall be issued by the Bank of Russia in the event of observing the following terms:

See Regulations on the Procedure for Issuance by the Federal Financial Markets Service of the Permit to Place and/or to Arrange Circulation of Serial Securities of Russian Issuers Outside the Russian Federation endorsed by Order of the Federal Financial Markets Service No. 09-21/pz-n of June 10, 2009

if the state registration of the issue (additional issue) of securities of the Russian issuer has been effected;

if the securities of the Russian issuer are included into the quotation list of at least one exchange;

if the number of the Russian issuer’s securities which are supposed to be placed or put into circulation outside the Russian Federation, and likewise through the placement under foreign law of securities of foreign issuers certifying the rights in respect of such securities, does not exceed the standard established by normative legal acts of the federal executive body for the securities market;

if the contract that serves as a basis for placement under foreign law of foreign issuers’ securities certifying the rights in respect of shares of Russian issuers stipulates that the right of vote in respect of the said shares shall be exercised just in compliance with the instructions of the owners of the said securities of foreign issuers;

if for registration of serial securities of a Russian issuer, whose placement and/or organisation of circulation is planned outside the Russian Federation by way of their placing under foreign law in securities of foreign issuers certifying rights in respect of such securities, the depo account of depositary programmes has been opened;

if other requirements established by this Federal Law and other federal laws are satisfied.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 10 of Article 16 of this Federal Law. The amendments shall enter into force on September 1, 2013

A permission to place and/or to put into circulation securities of Russian issuers outside the Russian Federation shall be issued by the Bank of Russia on the basis of an application

and the documents attached thereto that confirm the observance by the issuer of this Article’s requirements. The exhaustive list of such documents shall be determined by regulatory acts of the Bank of Russia.

Permission to place securities of a Russian issuer outside the Russian Federation may be issued simultaneously with the state registration of an issue (additional issue) of such securities.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 12 of Article 16 of this Federal Law. The amendments shall enter into force on September 1, 2013

The Bank of Russia shall be obliged to issue the said permit or to render a reasoned decision on the refusal to issue it within 30 days as of the date of receiving all necessary documents.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 13 of Article 16 of this Federal Law. The amendments shall enter into force on September 1, 2013

The Bank of Russia shall be entitled to verify the reliability of the data contained in the documents which are submitted for the receipt of the permission. In this case, the running of the time period provided for by Part Twelve of this Article may be suspended for the time of the verification, but for 30 days at most.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 14 of Article 16 of this Federal Law. The amendments shall enter into force on September 1, 2013

The persons that have signed an application for placement and/or arranging the circulation of securities of Russian issuers outside the Russian Federation are bound to file a notice of the results of placing and/or arranging the circulation of securities of Russian issuers outside the Russian Federation with the Bank of Russia. The form and time of, as well as a procedure for presenting, such notice shall be determined by regulatory acts of the Bank of Russia.

It is not required to obtain the permits provided for by this article for placing and arranging the circulation of state securities outside the Russian Federation.

Federal Law No. 185-FZ of December 28, 2002 reworded Article 17 of this Federal Law See the previous text of the Article

Article 17. A Decision on the issue (Additional Issue) of Emissive Securities

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Item 1 of Article 17 of this Federal Law

  1. A decision on the issue (additional issue) of emissive securities has to contain the following:the full denomination of the issuer and its location;the date of rendering a decision on placement of the emissive securities;the denomination of the issuer’s authorised body that has rendered the decision on placing the emissive securities;the date of endorsing the decision on the issue (additional issue) of the emissive securities;the denomination of the issuer’s authorised body that has endorsed the decision on the issue (additional issue) of the emissive securities;the kind, category (type) of the emissive securities;the rights of the owner thereof fixed by the emissive security; the terms of placing the emissive securities;an indication of the number of emissive securities in the given issue (additional issue) of emissive securities;an indication of the total number of emissive securities in the given issue that have been previously placed (in the event of placing an additional issue of the securities);an indication whether the emissive securities are registered or payable to bearer;the nominal value of the emissive securities where the presence of the nominal value is provided for by laws of the Russian Federation;the signature of the person exercising the functions of a sole issuer’s executive body and the issuer’s seal (if the seal is available);other data provided for by this federal law and other federal laws on securities.The description or model of the certificate shall be attached to a decision on the issue (additional issue) of emissive securities in documentary form.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 2 of Article 17 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording
  2. A decision on the issue (additional issue) of emissive securities of a business company shall be endorsed by the board of directors (supervisory board) or by the body exercising in compliance with federal laws the functions of the board of directors (supervisory board) of this business company. A decision on the issue (additional issue) of emissive securities of legal entities which have other organizational and legal forms shall be endorsed by the supreme governing body thereof, if not otherwise established by federal laws.A decision on the issue of bonds whose issuer’s fulfilment of commitments in respect of the bonds is secured by a pledge, a bank guarantee or in other ways provided for by this Federal Law must likewise contain data on the person that has provided security and on the terms of the security. The composition of data on the person that provides security shall be determined by the Bank of Russia. In this case, a decision on the issue of bonds must likewise be signed by the person providing such security. The bond in respect of which the fulfilment of commitments is secured in one of the said ways shall likewise grant the owner thereof the right of claim with regard to the person that has provided such security.Abrogated from January 1, 2014.Information on changes:See the text of Paragraph three of Item 2 of Article 17Federal Law No. 282-FZ of December 29, 2012 reworded Item 3 of Article 17 of this Federal Law. The new wording of the Item shall enter into force on January 2, 2013See the Item in the previous wording
  3. The issuer shall not be entitled to alter a decision on issuance of serial securities insofar as it relates to the measure of rights in respect of a serial security established by this decision, after starting the serial securities’ floatation, except as established by this Federal Law.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 4 of Article 17 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording
  4. A decision on the issue (additional issue) of emissive securities shall be drawn up in three copies. After the state registration of an issue (additional issue) of emissive securities, one copy of the decision on the issue of the securities shall be kept by the Bank of Russia, while the other two copies shall be given out to the issuer thereof. Where the register of registered emissive securities’ owners is kept by a registrar, as well as where emissive bearer securities to be placed by the issuer thereof are emissive securities with mandatory centralised keeping, one copy of the decision on the issue of the emissive securities shall be transferred by the issuer for keeping to the registrar or to the depository that effect the mandatory centralised keeping. If there are differences in the texts of the copies of a decision on the issue (additional issue) of emissive securities, the text of the document kept by the Bank of Russia shall prevail.
  5. When effecting the state registration of an issue (additional issue) of emissive securities, on each copy of a decision on the issue (additional issue) of emissive securities shall be made a note on the state registration of the issue (additional issue) of the emissive securities and indicated the state registration number assigned to the issue (additional issue) of the emissive securities.
  6. The issue and/or the registrar shall be obliged at the request of a person concerned to present to him a copy of a decision on the issue (additional issue) of emissive securities payable in an amount that shall not exceed the expenses on the production thereof.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 17 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording
  7. The decision to issue serial securities, where it is established by federal laws or regulatory acts of the Bank of Russia, must stipulate that the serial securities are intended for qualified investors.Serial securities intended for qualified investors may be only possessed by qualified investors, except as provided for by Item 4 of Article 27.6 of this Federal Law.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 17 of this Federal Law with Item 8
  8. The decision to issue certified bonds with mandatory centralized custody to be secured by pledge, if such bonds do not grant to their owners the rights other than the right to receive the nominal value or the nominal value and interest on nominal value thereof and the nominal value of such bonds and interest on them is only paid in the monetary form, may consist of the first part containing the rights of the bonds’ owners defined in a general way and other general terms for a single or several issues of bonds (hereinafter referred to as bonds’ programmes) and of the second part containing specific terms of an individual issue of bonds.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 17 of this Federal Law with Item 9
  9. A bonds’ programme shall contain the following:
    1. issuer’s full denomination and location thereof;
    2. date of adopting the decision on endorsing the bonds’ programme, this being the decision on placing bonds within the framework of the bonds’ programme and denomination of the issuer’s authorised body that has rendered the decision on endorsing the bonds’ programme;
    3. rights of bonds’ owners defined in a general way;
    4. maximum amount of the nominal values of bonds that can be placed within the framework of the bonds’ programme;
    5. maximum time period for redeeming bonds placed within the framework of the bonds programme;
    6. validity term of the bonds programme (time period within which may be endorsed the terms of an individual issue of bonds within the framework of the bonds programme);Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Subitem 7 of Item 9 of Article 17 of this Federal Law See the Subitem in the previous wording
    7. signature of the person exercising the functions of the sole issuer’s executive body and the issuer’s stamp.

    Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 17 of this Federal Law with Item 10

  10. A bonds programme, apart from the data cited in Item9 of this article, may contain other information.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 11 of Article 17 of this Federal Law See the Item in the previous wording
  11. The document containing the terms of an individual issue of bonds within the framework of a bonds programme shall be endorsed by the person exercising the functions of the issuer’s one-man executive body, if the endorsement of the terms of an individual bonds issue within the framework of a bonds programme is not referred by the statute (constituent document) of such issuer to the scope of authority of other issuer’s body. A certificate’s description or model thereof shall be attached to the document cited in this item. The document shall be signed by a person executing functions of a sole executive body of the issuer or by an official of the issuer authorised by him.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 17 of this Federal Law with Item 12
  12. The state registration of a bonds programme shall be effected according to the rules stipulated for the state registration of a bonds’ issue. The decision on the state registration of an individual issue of bonds within the framework of a bonds’ programme shall be rendered within 10 working days or, if the state registration of such bonds issue is accompanied by registration of the bonds’ prospectus, within 30 days as from the date of receiving the documents presented for the state registration of the bonds issue.

Information on changes:

Federal Law No. 210-FZ of July 23, 2013 supplemented this Federal Law with Article 17.1. The Article shall enter into force on July 1, 2014. See the procedure for applying these amendments

Article 17.1. Early Redemption of Bonds

  1. If the terms of the bond issue envisage the right of an issuer to redeem or partially redeem bonds of the issue before their maturity (hereinafter – early redemption of bonds at the discretion of the issuer), such early redemption of bonds at the discretion of the issuer shall be applied to all bonds of the issue.
  2. If the terms of bond issue envisage the right of the holders to claim redemption of bonds before their maturity (hereinafter – early redemption of bonds at demand of the holders), the holders shall have the right to make the corresponding claims within 15 business days after the day when the issuer and/or a person acting in the name and interests of the bond holders (hereinafter – representative of the bond holders) discloses information on creation of such right of the bond holders, if a longer term is not envisaged by terms of the bond issue; and the issuer shall be obliged to redeem such bonds not later than 7 business days after the end of such term. If the information is not disclosed within 3 business days, bond holders shall have the right to make claims for their early redemption, and the issuer shall be obliged to redeem such bonds not later than within 7 business days after receipt of the claim.
  3. Terms of the bond issue than envisage early redemption of bonds at a claim of their holders can contain a condition on early redemption of all bonds of the issue when early redemption is demanded of a part of bonds of such issue that cannot exceed 25 per cent of total number of bonds of the issue in circulation.
  4. In the event of a material breach of the terms of fulfillment of obligations related to bonds, as well as in other cases envisaged by federal laws, the holders shall have the right to claim early redemption of bonds before the term of their redemption, regardless ofspecification of such right in the terms of the bond issue.If no other term is envisaged by federal laws, the holders shall have the right to make claims for early redemption of bonds from the moment of circumstances (events) that are connected with creation of such right by federal laws, and, if such right arises in case of material breach of the terms for fulfillment of obligations related to bonds – from the moment of circumstances envisaged by Item 5 of this Article, until the issuer and/or representative of the bond holders discloses information on elimination of the breach.The issuer is obliged to redeem bonds presented for early redemption, in case of material breach of the terms for fulfillment of obligations related to such bonds and in other cases envisaged by federal laws, not later than within 7 business days from the date of receipt of the related claim.
  5. Material breaches of the terms of fulfillment of obligations related to bonds are the following:
    1. late fulfillment of the obligation to pay out the next scheduled interest income on bonds for a period of more than 10 business days, if a shorter term is not envisaged by the terms of the bonds issue;
    2. late fulfillment of the obligation to pay out a part of the nominal value of bonds for a period of more than 10 business days, if a shorter term is not envisaged by the terms of the bond issue, if the nominal value of bonds is paid out in parts;
    3. late fulfillment of the obligation to purchase bonds for a period of more than 10 days, if a shorter term is not envisaged by terms of the bond issue, if the issuer’s obligation to purchase bonds is envisaged by terms of their issue;
    4. loss of collateral on bonds or material deterioration of the terms of such collateral.
  6. If a general meeting of bond holders takes a decision to waive the right to claim early redemption of bonds, no early redemption of bonds upon claim of their holders shall be effected.

Information on changes:

Federal Law No. 210-FZ of July 23, 2013 supplemented this Federal Law with Article 17.2. The Article shall enter into force on July 1, 2014. See the procedure for applying these amendments

Article 17.2. Purchase of Bonds by Their Issuer

  1. The issuer has the right and, in cases envisaged by terms of the bond issue, is obliged, to purchase bonds placed by it. The issuer shall purchase bonds of the same issue on the same terms.
  2. Not later than 7 business days prior to start of the term during which the holders can make claims for purchase of their bonds by the issuer, the issuer is obliged to notify the representative of the bond holders and to disclose information on such purchase, or to notify all holders of the bonds to be purchased of such purchase. The term for the making of the said claims by the bond holders shall not be shorter than 5 business days.
  3. If the obligation to purchase bonds and the procedure for such purchase are not envisaged by the terms of the bond issue, the information disclosed or the notification shall contain the following information:
    1. issue (series) of bonds to be purchased;
    2. number of bonds of the corresponding issue to be purchased by the issuer;
    3. purchase price of the bonds or method of its calculation, the form and the term of payment and the term during which the bonds shall be purchased;
    4. procedure for purchase of bonds, including procedure for submission a proposal for

    the purchase of bonds by the issuer, the procedure and the term for acceptance of the proposal by bond holders.

  4. If the total number of bonds that are not obligatory for purchase, according to the terms of their issue, and that are declared to be purchased, exceeds the number of bonds to be purchased by the issuer, such bonds shall be purchased from the holders in proportion to the claims made.
  5. Purchased bonds shall be paid for with money.
  6. Bonds purchased by the issuer in compliance with this Article shall not give it any rights under such bonds. Such bonds can be redeemed early or sold by the issuer before their maturity.”;

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Article 18 of this Federal Law See the Article in the previous wording

Article 18. The Form of the Certification of the Rights Comprising the Issued Security In the documentary form of issued securities the certificate and the decision on the

issue of securities are the documents which certify the rights fixed by the security.

In the non-documentary form of issued securities the decision on the issue of securities is a document which certifies the rights fixed by the security.

The issued security shall fix the property rights in the scope in which they have established in the decision on the issue of securities and in conformity with the legislation of the Russian Federation.

The certificate of an emissive security has to contain the following mandatory requisite elements:

the full denomination of the issuer thereof, its location and postal address; the kind, category (type) of the emissive securities;

the state registration number of the issue of the emissive securities and the date of the state registration thereof or, if under this Federal Law the issue (additional issue) of emissive securities is not subject to the state registration, – the identification number and the date of its assigning;

the rights of the owner thereof fixed by the emissive security;

the terms of fulfilling the commitments by the person that has provided security, and data on this person in the event of issuing secured bonds;

an indication of the number of the emissive securities attested by this certificate;

an indication of the total number of emissive securities in the given issue of emissive securities;

an indication of whether emissive securities are subject to mandatory centralised keeping and, if so, the denomination of the depository effecting centralised keeping thereof;

an indication that the emissive securities are bearer emissive securities;

signature of the person executing functions of a sole executive body of the issuer and, in case of issuance (additional issuance) of state or municipal securities – signature of the head or the authorised official of a state executive authority or a local authority, the seal of the issuer (if any). The certificate of bonds placed under the bond program can, instead of signature of the person executing functions of a sole executive body of the issuer, contain signature of an official of the issuer authorised by him;

other requisite elements provided for by laws of the Russian Federation for a specific type of emissive securities.

If there is a divergence between the text of the decision on the issue of securities and

the date cited in the certificate of the issued security, its owner shall have the right to demand the exercise of the rights recorded by this security in the scope established by the certificate. The issuer shall bear responsibility, if the data contained in the certificate of the issued security do not coincide with the data contained in the decision on the issue of securities in keeping with the legislation of the Russian Federation.

Information on changes:

Federal Law No. 218-FZ of July 21, 2014 supplemented Article 18 of this Federal Law with part 6

In the event of making amendments in the decision on the issuance of serial securities, as regards the data contained in the certificate of such securities, previously issued or drawn up certificates are subject to replacement.

Chapter 5. The Issue of Securities

See Review of the Practice of Resolving Disputes Involved in the Refusal of State Registration of the Issue of Shares and in Recognising the Issue of Shares as Invalid given by Informational Letter of the Higher Arbitration Court of the Russian Federation No. 63 of April 23, 2001

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 reworded Article 19 of this Federal Law. The new wording of the Article shall enter into force on January 2, 2013

Article 19. The Issuance Procedure

  1. The procedure for issuance of serial securities, unless otherwise provided for this Federal Law, shall comprise the following stages:
    1. rendering the decision on placement of serial securities or another decision serving as a basis for floating serial securities;
    2. endorsing the decision on an issue (additional issue) of serial securities;
    3. the state registration of an issue (additional issue) of serial securities or assigning an identification number to an issue (additional issue) of serial securities;
    4. placing serial securities;
    5. the state registration of a report on the results of an issue (additional issue) of serial securities or the submitting of a notice of the results of the issue (supplementary issue) of serial securities.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 2 of Article 19 of this Federal Law. The new wording shall enter into force on September 1, 2013See the Item in the previous wording

  2. The procedure for assignment of state registration numbers or identification numbers to issues (additional issues) of equity securities and the procedure for their cancellation shall be established by the Bank of Russia.
  3. When establishing a joint-stock company, stocks shall be placed prior to the state registration of their issue, while the state registration of a report on the results of the stocks’ issue shall be effected simultaneously with the state registration of the stocks’ issue. The specifics of stocks’ issuance when establishing joint-stock companies which are credit institutions shall be defined by the Bank of Russia in compliance with the legislation of the Russian Federation on banks and banking activity.
  4. A procedure for issuing state and municipal securities, as well as the terms for placement thereof, shall be regulated by federal laws or in the procedure established by federal laws.
  5. A procedure for issuance of securities may be accompanied or in the instances provided for by this Federal Law, must be accompanied, by registration of a securities prospectus. Where a procedure for securities’ issuance was not accompanied by registration of a securities prospectus. It may be registered afterwards.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 19 of this Federal Law with Item 6
  6. Documents for registration of the prospect of shares of a joint-stock company shall, in case of acquisition by it of a public status, be provided to the Bank of Russia for entering of information on legal name of the company, indicating its public status, in the unified state register of legal entities.

A decision on registration of such securities prospectus shall be taken by the Bank of Russia before entering of information envisaged by this Item in the unified state register of legal entities, and shall enter into force from the date of its entering.

Article 20. The State Registration of Issues (Additional Issues) of Emissive Securities

On the State Registration of the Issues of the Securities Without State Registration placed before the entry into force of this Federal Law, see Federal Law No. 174-FZ of December 10, 2003

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Item 1 of Article 20 of this Federal Law

  1. State registration of issues (additional issues) of equity securities shall be performed by the Bank of Russia (hereinafter referred to as a registration authority).The registration authority shall define the procedure for keeping of the register and keep the register of equity securities containing information on issues (additional issues) of equity securities registered by it, on cancelled individual numbers (codes) of equity securities issues (additional issues) and the information on issues (additional issues) of equity securities not subjected to state registration in accordance with this Federal Law and other federal laws. The register shall also contain information on representatives of bond holders. The registration authority shall make amendments to the register of equity securities within 3 days after taking the related decision or receipt of a document that is grounds for making such amendments. The provisions of this Item shall not be applied to state and municipal securities and bonds of the Bank of Russia. According to Decree of the President of the Russian Federation No. 645 of July 25, 2013, the Federal Financial Markets Service was abolished from September 1, 2013 with the transfer of powers to the Bank of Russia Paragraph 3 is abrogated.Information on changes:See the text of paragraph 3 of Item 1 of Article 20Federal Law No. 251-FZ of July 23, 2013 amended Item 2 of Article 20 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording
  2. The state registration of an issue (additional issue) of emissive securities shall be effected on the basis of the issuer’s application.To an application for the state registration of an issue (additional issue) of emissive securities there shall be attached a decision on the issue (additional issue) of the securities, the documents confirming the issuer’s compliance with the requirements of the laws of the Russian Federation that determine the procedure for, and terms of, rendering a decision on placement of the securities, endorsing the decision on the securities’ issue and other requirements whose observance is necessary for issuing the securities, and, if the registration of an issue (additional issue) of securities under this Federal Law has to be accompanied by registration of the issue prospectus thereof, the securities issue prospectus. The exhaustive list of such documents shall be determined by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 2.1 of Article 20 of this Federal Law. The amendments shall enter into force on September 1, 2013
    1. Where the state registration of an issue (additional issue) of serial securities was accompanied by registration of a securities prospectus, the registration authority is bound on the issuer’s application to effect a preliminary consideration of the documents required for the state registration of such issue (additional issue). With this, the cited documents may be presented without their endorsement by the issuer’s authorised body. On the basis of preliminary consideration of the cited documents the Bank of Russia within 30 days as from the date when they are received is bound to render the decision on the cited documents’ compliance or non-compliance with the requirements of the legislation of the Russian Federation.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 8.6 of this Federal Law with Item 2.2
    2. Documents for state registration of an issue (additional issue) of shares placed by way of a public subscription in the course of acquiring of a public status by a joint-stock company shall be provided to the Bank of Russia before entering of information of legal nameof the company, indicating its public status, in the unified state register of legal entities. Decision on state registration of such issue (additional issue) of shares shall be taken by the Bank of Russia before entering of information envisaged by this Item in the unified state register of legal entities and shall enter into force from the date of its entering.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 3 of Article 20 of this Federal Law. The amendments shall enter into force on September 1, 2013
  3. The Bank of Russia is obliged to effect the state registration of an issue (additional issue) of serial securities or to render a reasoned decision on the refusal to effect it within the following term:
    1. within 20 days or, if the state registration of an issue (additional issue) of serial securities was accompanied by the registration of its securities prospectus, within 30 days as from the date of receiving the documents filed for state registration;
    2. within 10 working days as from the date of receiving the documents filed for the state registration in case of their preliminary consideration in compliance with Item 2.1 of this article if:

    the Bank of Russia has adopted the decision on the compliance of such documents with the requirements of the legislation of the Russian Federation;the issuer has removed all the contradictions with the requirements of the legislation of the Russian Federation detected by the registration authority on the basis of the results of preliminary consideration of the documents filed.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 3.1 of Article 20 of this Federal Law. The amendments shall enter into force on September 1, 2013

    3.1. The the Bank of Russia is entitled to check the credibility of the data contained in the documents filed for the state registration of an issue (additional issue) of serial securities. On such occasion, the running of the time period provided for by Subitem 1 of Item 3 of this article may be suspended for the time period of checking them but at most for 30 days.

    Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 4 of Article 20 of this Federal Law. The new wording of the Item shall enter into force on January 2, 2013

  4. When effecting the state registration of an issue of serial securities, an individual state registration number shall be assigned thereto.When effecting the state registration of each additional issue of serial securities, it shall be assigned an individual state registration number consisting of the individual state registration number assigned to the issue of serial securities and the individual number (code) of this additional issue of serial securities. An individual number (code) shall not be assigned to an additional issue of serial securities, if such securities are admitted or are being admitted to organised trade and are floated by way of open subscription, these securities to be paid forby monetary assets and/or by serial securities admitted to organised trade.An individual number (code) shall be cancelled within three months as from the time of the state registration of a report on the results of an additional issue of serial securities.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 5 of Article 20 of this Federal Law. The amendments shall enter into force on September 1, 2013
  5. The Bank of Russia shall only be held responsible for the completeness of the information contained in the documents submitted for the state registration of an issue (additional issue) of emissive securities.Information on changes:Federal Law No. 282-FZ of December 29, 2012 supplemented Article 20 of this Federal Law with Item 6. The Item shall enter into force upon the expiry of 180 days after the day when the said Federal Law entered into force
  6. The state registration of issues of serial securities to be floated when effecting re-organisation in the from of merger, division, disaffiliation or transformation shall be effected subject to the specifics established by Article 27.5-5 of this Federal Law.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Article 21 of this Federal Law

Article 21. Grounds for Refusal to Register the Issue of Securities

The reasons for the refusal to effect the state registration of an issue (additional issue) of emissive securities and registration a securities issue prospectus shall be as follows:

the 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 that makes it possible to make a conclusion on the inconsistency of the terms of the issue and circulation of securities with the legislation of the Russian Federation and the disparity between the terms of the issue of securities and the legislation of the Russian Federation on securities;

non-compliance of the documents submitted for the state registration of the issue (additional issue) of emissive securities or for registration a securities issue prospectus and the composition of data contained therein with the requirements of this Federal Law and of regulatory acts of the Bank of Russia;

non-submission within 30 days by request of the Bank of Russia of all the documents required for the state registration of the issue (additional issue) of emissive securities or for registration of the securities issue prospectus;

non-compliance of the financial consultant that has signed the securities issue prospectus with the established requirements;

the introduction of false information or information inconsistent with reality (unreliable information) in the issue prospectus or the decision on the issue of securities (other documents which are the grounds for registration of the issue of securities).

other grounds established by federal laws.

A decision on the refusal to register the issue of securities and the issue prospectus may be appealed against with a court of law or a court of arbitration.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 reworded Article 22 of this Federal Law. The new wording of the Article shall enter into force upon the expiry of 180 days after the day when the said Federal Law entered into force

Article 22. A Securities Issue Prospectus

  1. The state registration of an issue (additional issue) of serial securities to be floated by way of subscription shall be accompanied by the registration of a securities issue prospectus, except if at least one of the following conditions is met:
    1. in compliance with the terms of floating serial securities they are placed with the persons which are qualified investors, provided that the number of persons that may exercise the pre-emptive right to the acquisition of such securities without taking into account those which are qualified investors does not exceed 500;
    2. in compliance with the terms of floating stocks and/or serial securities convertible into stocks they are placed with the persons which are or were as of a particular date stockholders of the joint-stock company being the issuer provided that the number of such persons without taking into account those which are qualified investors does not exceed 500;
    3. in compliance with the terms of placing serial securities they are proposed to persons whose number does not exceed 150, without taking into account those which are qualified investors, and without taking into account those which are or were as of a particular date the issuer’s participants (stockholders), provided that the number of such participants (stockholders) not being qualified investors does not exceed 500;
    4. in compliance with the terms of placing serial securities they are placed by way of closed subscription with the persons whose number without taking into account those which are qualified investors does not exceed 500;
    5. the amount of monetary assets attracted by the issuer by way of placing serial securities of a single or several issues (additional issues) within a year does not exceed 200 million roubles;
    6. the amount of monetary assets attracted by the issuer which is a credit institution by way of placing bonds of a single or several issues (additional issues) within a year does not exceed 4 billion roubles;
    7. in compliance with the terms of placing serial securities the sum of monetary assets entered as payment for them by each of their potential acquirers, except for the persons exercising the pre-emptive right to acquisition of the corresponding securities, amounts to at least four million roubles, provided that the number of persons that may exercise the preemptive right to acquisition of such securities, without taking into account those that are qualified investors, does not exceed 500.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Item 1 of Article 22 of this Federal Law with Subitem 8
    8. in the event of the state registration of an individual issue of bonds’ to be placed within the framework of a bonds’ programme, if the bonds’ prospectus is registered concurrently with the state registration of a bonds’ programme.
  2. A securities issue prospectus shall contain the following:
    1. an introduction where the information contained in the securities issue prospectus enabling to have a general idea about the issuer and serial securities and, in the event of placing serial securities, also about the principal terms of their placement, is briefly stated;
    2. information about the issuer and about the financial and economic activities thereof;
    3. the issuer’s accounting (financial) reports/statements and other financial data, including the following:the issuer’s accounting (financial) reports/statements for the last three complete accounting years or for each complete financial year (if the issuer has been exercising its activities for less than three years) with an auditor’s statement in respect of the cited accounting (financial) reports/statements attached thereto;the issuer’s interim accounting (financial) reports/statements for the last complete accounting period consisting of three, six or nine months and, if in respect of the cited reports/statements an audit inspection has been held, with the corresponding audit statement attached thereto;the consolidated financial reports/statements of the group of organisations which the issuer is bound to compose as the person having control over the organisations forming part of the cited group or for other reasons and in the procedure which are provided for by federal laws (hereinafter referred to as the issuer’s consolidated financial reports/statements) for the last three complete accounting years or for each complete accounting year (if the issuer is bound to draw up such reports/statements within less than three years) with the corresponding audit opinion in respect of the cited reports/statements attached thereto;The issuer’s consolidated financial reports/statements for the last complete accounting period consisting of six moths and, if an audit inspection has been held in respect of the cited reports/statements, with the corresponding audit statement attached thereto;
    4. data on the volume, time, terms of and procedure for placing serial securities;
    5. data on the person providing a security for the issuer’s bonds, as well as on the terms of such security.

    Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 22 of this Federal Law with Item 2.1

    2.1. The securities prospectus may be registered concurrently with registration of a bonds’ programme. On such occasion, the data provided for by Subitem 4 of Item 2 of this article may not be cited.

  3. The information contained in a securities issue prospectus shall reflect all the circumstances that may have a major impact on the adoption of the decision to acquire serial securities. The issuer shall be held liable for the completeness and reliability of the cited information.Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 4 of Article 22 of this Federal Law. The new wording shall enter into force on September 1, 2013See the Item in the previous wording
  4. Requirements for the form and contents of the securities prospectus shall be established by the Bank of Russia.
  5. If the issuer is bound to disclose information in compliance with Item 4 of Article 30of this Federal Law, the former is entitled to include into the securities issue prospectus instead of the disclosed information a reference to such information.
  6. The document containing the information cited in Subitems 1-3 of Item 2 of this article (the principal part of a securities issue prospectus) may be registered separately from the document containing other information that must be stated in the securities issue prospectus (a supplementary part of a securities issue prospectus). With this, an introduction may not contain information about the serial securities to be placed and about the terms of such placement.It is allowed to register the supplementary part of a securities issue prospectus concurrently with the state registration of the issue (additional issue) of serial securities and at the latest a year from the date when the principal part of the securities issue prospectus is registered.If after registration of the principal part of a securities issue prospectus the issuer has drawn up accounting (financial) reports/statements for the corresponding accounting period and/or circumstances have occurred that may have a major impact on the adoption of the decision on acquisition of corresponding serial securities and if in the introduction of a securities issue prospectus there is no data on the serial securities to be placed and on the terms of their placement, concurrently with the registration of the supplementary part of the securities issue prospectus shall be registered the document containing the amendments made to the principal part of the securities issue prospectus.
  7. The requirements established for the endorsement and signing of a securities issue prospectus shall apply to the endorsement and signing of the principal and supplementary part of the securities issue prospectus.
  8. The principal part of a securities issue prospectus shall be registered within the time period fixed by this Federal Law for the state registration of an issue (additional issue) of serial securities accompanied by registration of the securities issue prospectus thereof.The supplementary part of a securities issue prospectus shall be registered within the time period fixed by this Federal Law for the state registration of an issue (supplementary issue) of serial securities which is not accompanied by the registration of a securities issue prospectus thereof.
  9. As the grounds for the refusal to register a securities issue prospectus, of its principal or supplementary parts shall be deemed those which are provided for by this Federal Law for the denial of the state registration of an issue (additional issue) of serial securities.”;

Information on changes:

Federal Law No. 264-FZ of October 4, 2010 amended Article 22.1 of this Federal Law. The amendments shall enter into force upon the expiry of 180 days from the date of the official publication of the said Federal Law

Article 22.1. Endorsing and Signing a Securities Issue Prospectus

  1. The securities issue prospectus of a business company shall be endorsed by the board of directors (supervisory board) or by the body exercising in compliance with federal laws the functions of the board of directors (supervisory board) of this business company. The securities issue prospectus of legal entities that have other organisational and legal forms shall be endorsed by the person exercising the functions of the issuer’s executive body, if not otherwise established by federal laws.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 22.1 of this Federal Law with Item 1.1
    1. In case of acquisition by a joint-stock company of a public status, the prospect of shares shall be approved by the board of directors (supervisory board) of the company after the general meeting of shareholders takes a decision of making amendments to the charter of the company containing the indication that the company is public. The legal name of the company shall in such case be specified in the prospect with the amendments reflecting its public status.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 2 of Article 22.1 of this Federal Law. The amendments shall enter into force on January 2, 2013See the Item in the previous wording
  2. The securities issue prospectus shall be signed by the person exercising the functions of the issuer’s individual executive body, the chief accountant thereof (other person exercising his functions), confirming thereby the reliability and completeness of all information contained in the securities issue prospectus. If the issuer so wishes, the securities prospectus may be signed by a financial consultant in the securities market to acknowledge the reliability and completeness of all information contained therein, except for the part confirmed by an auditor and/or surveyor.In the event of issuing secured bonds, the person that has provided security shall be obliged to sign the securities issue prospectus, confirming thereby the reliability of the information on the security.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 3 of Article 22.1 of this Federal Law. The amendments shall enter into force on January 2, 2013
  3. The persons that have signed or endorsed a securities issue prospectus (that have voted for endorsement of a securities issue prospectus), as well as the audit firm (firms) that has (have) drawn up an audit statement in respect of the issuer’s accounting (financial) reports/statements and the persons that have provided a security for the issuer’s bonds, in particular in respect of their consolidated financial reports/statements disclosed within the composition of the securities issue prospectus, shall jointly and severally bear vicarious liability for the damage inflicted by the issuer on the investor and/or owner of the securities as a result of the unreliable, incomplete and/or misleading character of the information contained in the said securities issue prospectus and confirmed by them.

The limitation period for reparation of damage for the reasons indicated in this item shall begin from the starting date of the securities placement or, if the securities issue prospectus is registered, as from the starting date of disclosing the information contained in such securities prospectus.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 reworded Article 23 of this Federal Law. The new wording of the Article shall enter into force on January 2, 2013

Article 23. Information on an Issue (Additional Issue) of Serial Securities

If serial securities are floated by way of open subscription or a procedure for issuance of serial securities is accompanied by registration of a securities issue prospectus, the issuer is bound to disclose information on the issue (additional issue) of serial securities in compliance with Article 30 of this Federal Law.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 reworded Article 24 of this Federal Law. The new wording of the Article shall enter into force on January 2, 2013

Article 24. The Terms of Placing Serial Securities

  1. Serial securities shall be placed in compliance with the terms defined by the decision on an issue (additional issue) thereof.
  2. The issuer is only entitled to start placing serial securities after the state registration of their issue (additional issue), unless otherwise established by this Federal Law.
  3. Stocks shall be placed when establishing a joint-stock company, and serial securities shall be placed when effected re-organisation in the form of merger, division, disaffiliation or transformation, on the date of the state registration of the corresponding legal entity to be created by way of its establishment or as a result of re-organisation.Serial securities shall be placed in case of re-organisation in the form of affiliation on the date of making an entry into the comprehensive state register of legal entities on termination of activities by the legal entity to be affiliated.
  4. It is prohibited to start placing by way of subscription serial securities of an issue (additional issue) whose state registration is accompanied by registration a securities issue prospectus before the date as from which the issuer provides access to the securities issue prospectus. Information on the price of placing serial securities or on the procedure for fixing it shall be disclosed by the issuer at the latest on the date when placement of the serial securities starts.
  5. The issuer is bound to complete placing serial securities within the time period fixed by the decision on their issue (additional issue).In the event of placing serial securities by way of subscription, the cited time period may not exceed a year as from the date of the state registration of an issue (additional issue) of serial securities. The issuer is entitled to prolong the cited time period by way of making corresponding amendments in the decision on an issue (additional issue) of serial securities. Such amendments shall be made to the procedure established by Article 24.1 of this Federal Law. In so doing, each extension of the time period for placing serial securities may not exceed a year, while the total time period of placing serial securities taking into account the extension thereof may not exceed three years as from the date of the state registration of their issue (additional issue).
  6. The number of serial securities to be placed shall not exceed the number thereof cited in the decision on their issue (additional issue).The issuer may place serial securities below the number cited in the decision on their issue (additional issue). The actual number of placed serial securities shall be cited in a report on or in a notice of the results of their issue (additional issue).
  7. The terms of placing serial securities by way of subscription shall be the same for all potential acquirers thereof, except as provided for by federal laws and other regulatory legal acts of the Russian Federation.
  8. Serial securities to be placed by subscription shall be placed on condition of making full payment for them.
  9. When placing serial securities by subscription in respect of which the services involved in their placement are rendered by a broker, serial securities may be entered onto such broker’s account for their subsequent placement with the persons that have made contracts on such serial securities’ acquisition, on condition of paying at least 25 per cent of the price of their placement. The cited account shall be opened by a broker with a custodian and is not intended for registration of rights to serial securities.

The time period within which the serial securities entered onto the broker’s account cited in this item have to be placed with the persons that have made contracts on their acquisition shall not exceed 14 working days.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 supplemented this Federal Law with Article 24.1. The Article shall enter into force on January 2, 2013

Article 24.1. Making Amendments to the Decision on an Issue (Additional Issue) of Serial Securities and/or in a Securities Issue Prospectus Thereof

  1. The issuer is entitled or, where it is provided for by this Federal Law or other federal laws on securities, is bound to make amendments to the decision on an issue (additional issue) of serial securities and/or in a securities issue prospectus.
  2. The decision on an issue (additional issue) of serial securities and/or in a securities issue prospectus shall be amended by decision of the issuer’s body whose scope of authority encompasses the endorsement of this decision or of a securities issue prospectus, respectively.Where the amendments to be made to the decision on an issue (additional issue) of serial securities concerns the terms defined by the decision on placing such serial securities, the cited amendments shall also be made by decision of the issuer’s body whose scope of authority encompasses the adoption of the decision on placing appropriate serial securities. Item 3 of Article 24.1 shall enter into force upon the expiry of 180 days after the date when Federal Law No. 282-FZ of December 29, 2012 enters into force
  3. Amendments shall be made in the decision on an issue (additional issue) of bonds, as regards the replacement of their issuer, re-organised in the form of merger, affiliation, division, de-merger or transformation, by the legal successor thereof (replacement of the issuer of bonds), if the conditions provided for by Item 6 of Article 27.5-5 of this Federal Law are observed and on the basis of the decision on re-organisation in the form of merger, affiliation, division, de-merger or transformation.Information on changes: Federal Law No. 210-FZ of July 23, 2013 supplemented Article 24.1 of this Federal Law with Item 3.1. The Item shall enter into force on July 1, 2014. See the procedure for applying these amendments
    1. Any amendments to the decision on issue of bonds as related to information on the representative of the bond holders shall be made taking into account the specifics establishedby Article 29.1 of this Federal Law.Information on changes: Federal Law No. 210-FZ of July 23, 2013 reworded Item 4 of Article 24.1 of this Federal Law. The new wording shall enter into force on July 1, 2014. See the procedure for applying these amendments 
  4. Any amendments to the decision on issue (additional issue) of bonds, except for those envisaged by Items 3 and 3.1 of this Article, shall be made with the consent of bond holders obtained through the procedure set by this Federal Law.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 5 of Article 24.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  5. If an issue (additional issue) of serial securities in compliance with this Federal Law is subject to state registration, the amendments to be made to the decision on the issue (additional issue) of serial securities and/or in a securities issue prospectus are subject to state registration by the Bank of Russia, unless otherwise provided for by this article.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 6 of Article 24.1 of this Federal Law
  6. Where the state registration of an issue (additional issue) of serial securities is accompanied by registration of a securities issue prospectus and amendments are made to the decision on the issue (additional issue) of serial securities before completing the serial securities’ placement, such amendments shall be made concurrently with making similar amendments to the securities issue prospectus, as regards their content.If after the state registration of a securities issue prospectus and prior to the start of their placement the issuer has drawn up accounting (financial) reports/statements for the corresponding accounting period and/or new circumstances have occurred that may have a major impact upon the adoption of the decision on acquisition of the corresponding serial securities, the securities issue prospectus shall be amended so that the cited circumstances were reflected in it. Such amendments are not subject to state registration and the information contained therein shall be disclosed before starting the placement of serial securities in the same procedure as the information contained in the securities issue prospectus is disclosed.The provision of this item, as regards making amendments to a securities issue prospectus shall not apply if the issuer discloses information in compliance with Item 4 of Article 30 of this Federal Law.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 24.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. The amendments to be made to the decision on an issue (additional issue) of serial securities and/or to a securities issue prospectus shall be registered on the basis of the issuer’s application. The cited application shall have attached thereto the text of the amendments to be made to the decision on the issue (additional issue) of serial securities and/or in the securities prospectus, as well as documents proving satisfaction by the issuer of the requirements of the legislation of the Russian Federation connected with making amendments to the decision on the issue (additional issue) of serial securities and/or in the securities prospectus. An exhaustive list of such documents, as well as the requirements for their form and content, shall be defined by regulatory act of the Bank of Russia.
  8. The amendments to be made to the decision on an issue (additional issue) of serial securities and/or to a securities issue prospectus shall be registered at the time and in the procedure which are provided for by this Federal Law for the state registration of an issue (additional issue) of serial securities. As grounds for the refusal to register the amendments to be made to the decision on an issue (additional issue) of serial securities shall be deemed those which are provided for by this Federal Law for the denial of the state registration of an issue (additional issue) of serial securities.
  9. Where an issue (additional issue) of serial securities is awarded an identification number in the established procedure, the decision on the issue (additional issue) of such serial securities and/or a securities issue prospectus of such serial securities shall be amended in the procedure established for awarding an identification number to an issue (additional issue) of serial securities.
  10. The provisions of this article shall extend to the relations connected with making amendments to the decision on issuance of Russian depository notes and a prospectus of Russian depository notes subject to the specifics established by this Federal Law.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 supplemented this Federal Law with Article 24.2. The Article shall enter into force on January 2, 2013

Article 24.2. The Issuer’s Refusal to Place Serial Securities

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Item 1 of Article 24.2 of this Federal Law. The amendments shall enter into force on September 1, 2013

  1. After the state registration of an issue (additional issue) of serial securities and prior to the start of placing serial securities, the issuer is entitled to refuse to place them by filing with the Bank of Russia a corresponding application and a report on the results of the issue (additional issue) of serial securities containing information to the effect that not a single serial security of the issue (additional issue) of serial securities has been placed.
  2. The decision on the refusal to place serial securities shall be adopted by the issuer’s authorised body whose scope of authority encompasses placement of the corresponding serial securities.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 reworded Article 25 of this Federal Law. The new wording of the Article shall enter into force on January 2, 2013

Article 25. Report on (Notice of) the Results of an Issue (Supplementary Issue) of Serial Securities

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Item 1 of Article 25 of this Federal Law. The amendments shall enter into force on September 1, 2013

  1. Within 30 days after the completion of flotation of serial securities, the issuer is bound to submit a report to the Bank of Russia on the results of an issue (supplementary issue) of serial securities or, if the conditions cited in Item 2 of this article are met, is entitled instead of a report on the results of an issue (additional issue) to file a notice of the results of the issue (supplementary issue) of the serial securities.The issuer is bound to disclose information on the intent thereof to file a notice of the results of an issue (additional issue) of serial securities before the start of their placement.
  2. A notice of the results of an issue (supplementary issue) of serial securities may be filed if the following conditions are concurrently met:
    1. the securities are placed by open subscription;
    2. the securities when being placed are paid for by monetary assets and/or by serial securities admitted to organised trading;
    3. the securities are admitted to organised trading.
  3. The following shall be cited in a report on or in a notice of the results of an issue (additional issue) of serial securities:
    1. the dates of commencement and of termination of flotation of the securities;
    2. the actual flotation price(s) of the securities;
    3. the number of the securities floated;
    4. the shares of floated securities and non-floated securities of the issue;
    5. the total value of the property contributed as payment for placed securities, including the following:monetary assets in the currency of the Russian Federation;monetary assets in a foreign currency shown in the currency of the Russian Federation at the exchange rate of the Bank of Russia at the time of their contribution;the value of other property shown in the currency of the Russian Federation; amount of proceeds for the securities floated, including the following:
    6. transactions deemed under federal laws large-scale ones, and interested party transactions accomplished in the course of securities’ flotation.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 4 of Article 25 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording

  4. A report on or a notice of the results of an issue (additional issue) of stocks or serial securities convertible into stocks shall additionally contain, along with the information provided for by Item 3 of this article, a list of owners of blocks of stocks whose extent is to bedetermined by the Bank of Russia.
  5. A notice of the results of an issue (additional issue) of serial securities shall also contain data on the denomination and location of the trade promoter that has admitted the placed serial securities to organised trading and on the date of such admittance.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 6 of Article 25 of this Federal Law. The amendments shall enter into force on September 1, 2013
  6. A report on or a notice of the results on an issue (additional issue) of serial securities shall be endorsed by the issuer’s authorised body and shall be signed by the person holding the office (exercising the functions) of the issuer’s one-man executive body, this proving the reliability and completeness of all the data contained in the report on or in a notice on the results of the issue (additional issue) of serial securities.The persons who have signed a report on or a notice of the results of an issue (additional issue) of serial securities (who have voted for endorsement of a report on or a notice of the results of an issue (additional issue) of serial securities) shall bear jointly and severally vicarious liability for the losses caused by the issuer to the investor and/or owner of serial securities as a result of unreliable, incomplete and/or misleading information contained in the cited report or notice that has been confirmed by them. The running of the limitation period in respect of the compensation for losses for the grounds cited in this item shall start from the date of the state registration of a report on the results of an issue (additional issue) of serial securities or filing with the Bank of Russia a notice of the results of an issue (additional issue) of serial securities.Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 7 of Article 25 of this Federal Law. The new wording shall enter into force on September 1, 2013
  7. State registration of a report on the results of issue (additional issue) of equity securities shall be performed by the Bank of Russia under an application of the issuer with the attachment of documents confirming that the issuer meets the requirements of legislation of the Russian Federation that establish the procedure and the terms for placement of equity securities, approval of the report containing results of their issue (additional issue), disclosure of information and other requirements obligatory while placing equity securities. An exhaustive list of such documents shall be defined by regulatory acts of the Bank of Russia.The Bank of Russia shall consider the report on the results of issue (additional issue) of equity securities within 14 days and, in case of no violations connected to the issuance of securities, register it. The Bank of Russia shall be responsible for completeness of the report registered by it.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 8 of Article 25 of this Federal Law. The amendments shall enter into force on September 1, 2013
  8. Where it is provided for by this Federal Law, the issuer shall not file with the Bank of Russia a report on the results of an issue (additional issue) of serial securities and the state registration of a report on the results of an issue (additional issue) of serial securities shall not be effected.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 reworded Article 26 of this Federal Law. The new wording of the Article shall enter into force on January 2, 2013

Article 26. Suspending Securities’ Issuance. Declaring an Issue (Additional Issue) of Securities Frustrated or Void

  1. Securities’ issuance may be suspended at any stage of the issuance procedure before the state registration of a report on the results of an issue (additional issue) of serial securities or, if the procedure for issuance of securities does not provide for the state registration of a report on the results of an issue (additional issue), before the start of placing serial securities, if the following is detected:
    1. the issuer’s failure to satisfy in the course of issuance the requirements of the legislation of the Russian Federation on securities;
    2. unreliable or misleading information contained in the documents serving as a basis for the state registration of an issue (additional issue) of serial securities and for assigning an identification number to an issue (additional issue) of serial securities and/or in the documents presented for the state registration of a report on the results of an issue (additional issue) of serial securities.
  2. The securities issuance shall be suspended pending the removal of a detected violation and shall be resumed after its removal. In the event of the issuance suspension, the issuer is bound to stop placing serial securities and to remove the detected violations.
  3. An issue (additional issue) of serial securities may be declared frustrated after the state registration thereof or after assigning an identification number thereto and before the state registration of a report on the results of the issue (additional issue) of serial securities or, if the procedure for issuance of securities does not provide for the state registration of a report on the results of their issue (additional issue), before the start of placing serial securities.
  4. As the grounds for declaring an issue (additional issue) of securities frustrated shall be deemed the following:
    1. the issuer’s failure to satisfy in the course of securities’ issuance the requirements of the legislation of the Russian Federation that cannot be eliminated other than by the withdrawal from circulation of the serial securities pertaining to the issue (additional issue) of the serial securities;
    2. detection in the documents serving as a ground for the state registration of the issue (additional issue) of serial securities or for assigning an identification number to the issue (additional issue) of serial securities and/or in the documents presented for the state registration of a report on the results of the issue (additional issue) of serial securities unreliable or misleading information that has caused a breach of the rights and/or legitimate interests of investors or owners of the issuer’s serial securities;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 3 of Item 4 of Article 26 of this Federal Law. The amendments shall enter into force on September 1, 2013
    3. the issuer’s failure to file with the Bank of Russia a report on the results of the issue (additional issue) of serial securities after the expiry of the time period for their placement;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 4 of Item 4 of Article 26 of this Federal Law. The amendments shall enter into force on September 1, 2013
    4. the refusal of the Bank of Russia to effect the state registration of a report on the results of the issue (additional issue) of serial securities where this Federal Law provides for its state registration;
    5. failure to place at least one serial security pertaining to the issue (additional issue) of securities;Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Subitem 6 of Item 4 of Article 26 of this Federal Law. The new wording shall enter into force on September 1, 2013
    6. if the issuer fails to meet requirement of the Bank of Russia or that of a registration authority for remedy of violations of the Russian Federation legislation committed in the course of issuance of securities.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 5 of Article 26 of this Federal Law. The new wording shall enter into force on September 1, 2013

  5. Suspension and resumption of issuance of securities and acknowledgement of an issue (additional issue) of equity securities failed shall be based on decision of the Bank of Russia or a registration authority.The procedure for suspension and resumption of issuance of securities and acknowledgement of an issue (additional issue) of equity securities failed shall be established by the Bank of Russia or a regulatory legal act of a registration authority.Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 6 of Article 26 of this Federal Law. The new wording shall enter into force on September 1, 2013
  6. An issue (additional issue) of equity securities can be deemed invalid on the basis of a court decision under a suit of the Bank of Russia, a registration authority or an authority that performs state registration of legal entity as well as under a suit of a stakeholder (shareholder) of the issuer or the holder of equity securities of the issuer of the same type, category (type) that the equity securities of such issue (additional issue).
  7. As the grounds for declaring an issue (additional issue) of serial securities void shallbe deemed the following:
    1. the issuer’s failure to satisfy in the course of the securities’ issuance the requirements of the legislation of the Russian Federation which cannot be eliminated other than by way of withdrawal from circulation of the serial securities pertaining to the issue (additional issue) of the serial securities;
    2. detection in the documents serving as a ground for the state registration of the issue (additional issue) of serial securities or for assigning an identification number to the issue (additional issue) of serial securities or in the documents serving as a basis for the state registration of a report on the results of the issue (additional issue) of serial securities of unreliable or misleading information that has caused a gross breach of the rights and/or legitimate interests of investors or owners of the issuer’s serial securities.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 8 of Article 26 of this Federal Law. The amendments shall enter into force on September 1, 2013

  8. As of the time of the state registration of an issue (additional issue) of serial securities or of assigning an identification number to an issue (additional issue) of serial securities it shall only be possible to make claims with court for declaring invalid the decisions adopted by the issuer, the Bank of Russia and/or other authorised body or organisation and connected with the securities issuance concurrently with making a claim with court for declaring void the corresponding issue (additional issue) of serial securities.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 9 of Article 26 of this Federal Law. The amendments shall enter into force on September 1, 2013
  9. The limitation period for declaring invalid an issue (additional issue) of serial securities, the decisions adopted by the issuer, the Bank of Russia, and/or authorised body or organisation and connected with issuance of securities, shall be three months as of the time of the state registration of a report on the results of the issue (additional issue) of serial securities. The limitation period cited in this item, should it be missed, shall not be restored. With this, a claim for declaring void an issue (additional issue) of serial securities whose issuance procedure does not provide for the state registration of a report on the results of their issue (additional issue) may be made with court prior to disclosing by the issuer information about the start of such securities’ placement.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 10 of Article 26 of this Federal Law. The amendments shall enter into force on September 1, 2013
  10. A transaction made in the course of placing serial securities may be declared void at the claim of the Bank of Russia or a registration authority or the body engaged in the state registration of legal entities, as well as at the claim of the issuer’s participant (stockholder) or the owner of the issuer’s serial securities of the same kind (category (type) as the serialsecurities pertaining to the issue (additional issue). The limitation period for declaring this transaction invalid shall be six months as from the time when it is made. The limitation period cited in this item, should it be missed, is not subject to restoration.The invalidity of individual transactions made in the course of placing serial securities shall not entail declaring an issue (additional issue) of serial securities void.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 11 of Article 26 of this Federal Law. The amendments shall enter into force on September 1, 2013
  11. Declaring an issue (additional issue) of serial securities frustrated or void shall entail cancellation of the state registration thereof, withdrawal from circulation of serial securities of the given issue (additional issue) of serial securities and repayment to owners of such serial securities of the monetary resources or other property obtained by the issuer as payment for them.A procedure for withdrawal from circulation of serial securities or for repayment to owners of these serial securities of monetary resources or other property shall be established by a regulatory acts of the Bank of Russia.All the outlays connected with declaring an issue (additional issue) of serial securities frustrated or void and repayment of assets to the owners thereof shall be charged to the issuer.
  12. The serial securities’ owners, other persons to whom losses have been caused in connection with the violations made in the course of issuance, as well as in connection with declaring an issue (additional issue) of serial securities frustrated or void, shall be entitled to make a claim for reparation of losses against the issuer or third persons in the procedure provided for by the legislation of the Russian Federation.
  13. In the event of violation of the pre-emptive right to acquisition of serial securities and/or in the event of some other violation that have been made in the course of issuance of such securities and as a result of which a person has been deprived of the opportunity to acquire the serial securities he is entitled to count upon, this person is entitled to demand at the choice thereof of the issuer:
  1. compensation for the losses connected with it, including losses resulting from acquisition by the person whose right has been violated of the corresponding serial securities from third persons;
  2. providing thereto by the issuer the corresponding number of serial securities with payment for them at their flotation price.

Article 27. The Specific Features of the Issue of Shares by Credit Organisations

The monetary means shall be accumulated by credit organisations in the process of the issue of shares through the opening of an accumulation account by the issuing bank.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 2 of Article 27 of this Federal Law. The amendments shall enter into force on September 1, 2013

The conditions of the accumulation account shall be established by the Bank of Russia.

Article 27.1. Specifics of Issuing the Issuer’s Options

The issuer shall not be entitled to place the issuer’s options if the number of the issuer’s declared shares is less that the number of the shares whose acquisition is allowed by such options.

The number of shares of a certain category (type) whose acquisition is allowed by the issuer’s options may not exceed 5 per cent of the shares of this category (type) placed as on the date of submitting documents for the state registration of the issuer’s options’ issue.

A decision on the issue of options may provide for restrictions to the circulation thereof.

Placement of the issuer’s options shall only be possible after the complete payment of the joint-stock company’s authorised capital.

Article 27.2. Specifics of the Issue and Circulation of Secured Bonds

Information on changes:

Federal Law No. 379-FZ of December 21, 2013 amended Item 1 of Article 27.2 of this Federal Law. The amendments shall enter into force on July 1, 2014

  1. Bonds in respect of which the fulfilment of commitments in full or in part is secured by a pledge (hereinafter referred to as bonds secured by pledge), guarantee, banker’s guarantee, the state or municipal guarantee shall be recognised as secured bonds.The provisions of the Civil Code of the Russian Federation and other federal laws shall apply to the relations connected with securing the fulfilment of commitments in respect of bonds secured by the pledge of property of the issuer or of a third person, subject to the specifics established by this Federal Law.A secured bond shall grant to the owner thereof all the rights arising from such security. If the rights to a secured bond are transferred to a new owner (acquirer), he shall acquire all the rights arising from such security. The transfer of the rights arising from a provided security without transferring the rights to the bond shall be invalid.
  2. When issuing secured bonds, the conditions of the securing the obligation have to be contained in the decision on the issue of the bonds and, if under this Federal Law the state registration of an issue of bonds has been accompanied by the registration of the bond prospectus, in the bonds issue, as well as in the bonds certificates in the event of issuing bonds in the documentary form.
  3. Where security with regard to bonds is provided for by a third person, a decision on the bond issue and/or the bond prospectus, and the certificate thereof in the event of the documentary form of their issue, have to be likewise signed by the person that has provided such security.
  4. Where security with regard to bonds is provided to foreign persons, the norms of the Russian Federation law shall apply. All the disputes arising as a result of failure to discharge or of the improper discharge by the person that has provided the security, of its duties shall be within the jurisdiction of the Russian Federation courts.

Information on changes:

Federal Law No. 379-FZ of December 21, 2013 reworded Article 27.3 of this Federal Law. The new wording shall enter into force on July 1, 2014

Article 27.3. Bonds Secured by Pledge

  1. As the subject of pledge for the bonds secured by pledge may be only used uncertified securities, immovable certified securities, immovable property and monetary claims in respect of the obligations, in particular the monetary claims that will result in future from the existing or future obligations. Regulatory acts of the Bank of Russia may establish a list of other property (including the rights of claim) that may be used the subject of pledge in respect of bonds.
  2. A contract of the pledge securing the discharge of obligations under bonds shall be deemed made as from the time of origination of their first owner’s (acquirer’s) right to such bonds, and when the written form of the contract of pledge is deemed observed.
  3. If the discharge of obligations under bonds is secured by pledge of immovable property (mortgage), the state registration of mortgage shall be effected by the body engaged in the state registration of rights to immovable property after the state registration of an issue of such bonds. For the state registration of mortgage, instead of a contract of mortgage and its copy, as well as of the document proving the origination of the obligation secured by mortgage, shall be presented the decision on the issue of bonds secured by mortgage which is registered by the Bank of Russia and a copy of this decision. In effecting the state registration of mortgage as the data on the initial pledgee, the registration entry in respect of the mortgage in the comprehensive state register of rights to immovable property shall contain the state registration number of the issue of bonds and the date of its state registration, as well as an indication that the owners of the bonds belonging to the issue with the cited state registration number are pledgees.An entry on mortgage shall be cancelled on the basis of an application of the pledger with the documents proving mortgage termination to be attached thereto and, in the event of declaring an issue of mortgage-secured bonds as frustrated, with document proving the adoption by the Bank of Russia of the decision on declaring the corresponding issue of bonds as frustrated to be attached thereto.It is forbidden to place mortgage-secured bonds prior to the state registration of mortgage.If a federal law or an agreement made by the parties establish the requirements for the notarial form of a mortgage contract, such requirements shall be deemed met, provided that the decision on the issue of mortgage-secured bonds is certified by a notary.Where a federal law establishes the requirement for the state registration of a mortgage contract, such requirements shall be deemed satisfied on condition of the state registration of the decision on the issue of mortgage-secured bonds by the body engaged in the state registration of rights to immovable property.
  4. The terms of issuance of pledge-secured bonds may provide for a procedure for and terms of replacement of the subject of pledge in respect of such bonds.
  5. The property serving as the subject of pledge, as well as the sums of money which are due to the pledger in connection with such pledge may be used as a security of discharging obligations under bonds of various issues.
  6. If the discharge of obligations under bonds is secured by securities’ pledge, the pledger is bound, before starting the placement of such bonds, to register the encumbrance of the corresponding securities by pledge with the person engaged in registration of rights to these securities.
  7. In the event of the absence of a representative of the owners of pledge-secured bonds, it is not allowed to levy execution against the subject of pledge for such bonds in an extra-judicial procedure.

If the amount received as a result of selling pledged property exceeds the extent of the pledge-secured claims in respect of bonds, the difference shall be repaid to the pledger after

deducting therefrom the sums which are necessary for covering the outlays connected with levying execution against this property.

If on the grounds provided for by the legislation of the Russian Federation the property put in pledge must be transferred to the ownership of owners of pledge-secured bonds, the property serving as the subject of pledge in respect of the bonds shall be transferred under common share ownership of all the owners of the bonds secured by such pledge.

Information on changes:

Federal Law No. 379-FZ of December 21, 2013 supplemented this Federal Law with Article 27.3-1. The Article shall enter into force on July 1, 2014

Article 27.3-1. The Specifics of Bonds Secured by Pledged Monetary Claims

  1. As the subject of pledge in respect of pledge-secured bonds may not be used the monetary claims encumbered by pledge or other rights of third persons, unless otherwise provide for by this Federal Law.As the subject of pledge in respect of pledge-secured bonds may be only used the monetary claims possessed by the issuer of such bonds.The monetary claims serving as the subject of pledge in respect of the issuer’s bonds may not become the subject of one more pledge to secure other claims (subsequent pledge), except for the claims of owners of bonds of other issues of the same issuer and creditors claims under the issuer’s contracts, if an indication of these claims securing is contained in the terms of the issue of the issuer’s bonds.
  2. If the subject of pledge in respect of bonds is the aggregate of monetary claims or future monetary claims, data on the obligations from which the monetary claims to be put in pledge result, and on the pledger’s debtors may be stated in the terms of the bond issue in a general way, that is, by way of using the data enabling to individualise the monetary claims to be put in pledge and to identify the persons which are or will be at the time of levying execution against the subject of pledge the debtors in respect of these obligations.
  3. The monetary claims or the aggregate of monetary claims kept in pledge may secure the discharge on obligations under the issuer’s bonds of the same or several issues.
  4. The monetary sums received by the pledger from the debtors thereof on account of discharge of the obligations, in respect of which monetary claims are the subject of pledge for bonds, are subject to entering onto the pledge account whose requisite elements are cited in the terms of the bond issue.If the discharge of obligations in respect of bonds pertaining to various issues are secured by the pledge whose subject is a miscellaneous aggregate of monetary claims, the monetary sums which are due to the pledger are subject to entering to various (separate) pledged accounts.
  5. Along with the monetary sums cited in Item 4 of this article, onto the pledged account shall be entered the following:
    1. the monetary sums received by the pledger when execution is levied against the property which is the subject of pledge for the obligations, monetary claims in respect of which are the subject of pledge for bonds;
    2. the monetary sums received by the pledger from the persons that have provided a security to the debtor for the bonds, the monetary claims in respect of which are the subject of pledge for bonds.
  6. The issuer is entitled to use the monetary sums entered onto the pledged account for discharging obligations under pledge-secured bonds by monetary claims, as well as for making the payments provided for by the terms of issuance of the cited bonds. In so doing,the terms of issuance of pledge-secured bonds shall contain an exhaustive list of such payments with the limit rate thereof to be specified.
  7. The terms of issuance of pledge-secured bonds may provide for the right of the pledger being the issuer of such bonds to acquire without the consent of their owners on account of the monetary sums kept on the pledged account similar monetary claims which are cited as the subject of pledge in the terms of issuance of such bonds. In so doing, the criteria for monetary claims which the issuer is entitled to acquire must be defined by the terms of issuance of pledge-secured bonds. On such occasion, the monetary claims acquired by the issuer shall be deemed kept in pledge by the owners of pledge-secured bonds from the time when the rights to the cited monetary claims are transferred to the issuer.
  8. The issuer of pledge-secured bonds is bound to keep records of the monetary sums kept in pledge for bonds and of the monetary sums entered onto the pledged account or to entrust with keeping such account the credit institution with which the pledged account is opened. The requirements for the procedure for keep such records shall be established by regulatory acts of the Bank of Russia.
  9. If an organisation which is not a creditor on the basis of an agreement made with the issuer of bonds secured by a pledge of monetary claims discharges the duties involved in the receipt and transfer of the monetary assets received from the debtor and/or exercises other rights of creditors in respect of the cited monetary claims (servicing of monetary claims), this organisation is bound to keep records of the monetary claims serviced by it. Such records shall be kept in compliance with regulatory acts of the Bank of Russia.

Information on changes:

Federal Law No. 352-FZ of December 27, 2009 reworded Article 27.4 of this Federal Law. The new wording of the Article shall enter into force from December 31, 2009

Article 27.4. Bonds Secured by a Guarantee

  1. A contract of guarantee that secures the fulfillment of commitments in respect of bonds shall be deemed made as of the time of origin of their first owner’s rights to such bonds. With this, the written form of a guarantee contract shall be deemed as observed.
  2. As a guarantor under a guarantee contract securing the discharge of commitments in respect of bonds shall be entitled to act:
    1. profit-making organisations whose net asset value is not less that the sum (extent) of the guarantee granted by it;
    2. state corporations or a state company if allowed to grant a guarantee by federal law;
    3. the international financial organisations cited in Subitem 3 of Item 2 of Article 51.1 of this Federal Law.
  3. A guarantee contract securing the discharge of commitments in respect of bonds must provide for the following:
  1. the joint responsibility of the guarantor and the issuer for the issuer’s failure to fulfill, or an improper fulfillment of, these commitments;
  2. the guarantee’s term of validity to be at least one year longer that the time period for discharging these commitments.

Article 27.5. Bonds Secured by a Bank Guarantee, by the State or Municipal Guarantee

The bank guarantee granted to secure the fulfilment of commitments in respect of bonds may not be withdrawn.

The time period of a bank guarantee has to exceed by at least six months the date (the finishing time) of the retirement of the bonds secured by such guarantee.

The terms of a bank guarantee have to stipulate that the rights of claim in respect of the guarantor shall be transferred to the person to whom the rights to a bond are transferred.

A bank guarantee that secures the fulfilment of commitments in respect of bonds has solely to provide for the joint responsibility of the guarantor and the issuer thereof for the issuer’s failure to fulfil, or an improper fulfilment of, the commitments in respect of the bonds.

The state and municipal guarantee of bonds shall be granted in compliance with the budget laws of the Russian Federation and the laws of the Russian Federation on state (municipal) securities.”.

Information on changes:

Federal Law No. 61-FZ of June 18, 2005 supplemented Chapter 5 of this Federal Law with Article 27.5-1

Article 27.5-1. The Details of Issuance of, and Trading in, Bonds of the Bank of Russia

  1. Bonds of the Bank of Russia are issued in a documentary bearer form with compulsory centralised storage.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 2 of Article 27.5-1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  2. The issuance of bonds of the Bank of Russia is effected without the state registration of the issue (supplementary issue) of such bonds without a bond prospectus and without the state registration of a report on the results of the issue (supplementary issue) of the bonds.A decision on the flotation of bonds of the Bank of Russia and also a decision on approval of a decision on an issue (supplementary issue) of bonds of the Russian Federation shall be taken by an authorised managerial body of the Bank of Russia in keeping with the Federal Law on the Central Bank of the Russian Federation (Bank of Russia).Identification number shall be assigned to an issue (additional issue) of bonds of the Bank of Russia according to the established procedure.Information on changes:Federal Law No. 200-FZ of July 11, 2011 amended Part 3 of Article 27.5-1 of this Federal Law. The amendments do not concern the English text
  3. The flotation of, and trading in, bonds of the Bank of Russia shall be effected only among Russian credit organisations.It is hereby prohibited to float bonds of the Bank of Russia earlier than three days prior to the date when information contained in the decision on the issue (supplementary issue) of the bonds of the Bank of Russia is publicised on the Bank of Russia’s Internet website.Information on changes:Federal Law No. 200-FZ of July 11, 2011 amended Part 4 of Article 27.5-1 of this Federal Law. The amendments do not concern the English text
  4. The Bank of Russia has the duty to disclose information on the decision on flotation of bonds of the Bank of Russia, on endorsement of a decision on an issue (supplementary issue) of bonds of the Bank of Russia, on termination of the flotation of bonds of the Bank of Russia and on the discharge of obligations on bonds of the Bank of Russia.

The disclosing of the information specified in Paragraph 1 of the present item shall be effected by the Bank of Russia within five days of the onset of the pertinent event, in the official publication of the Bank of Russia and/or on the Bank of Russia’s Internet website.

Information on changes:

Federal Law No. 218-FZ of July 21, 2014 reworded the title of Article 27.5-2 of this Federal Law

Article 27.5.2. The Specifics of Issuance and Turnover of Exchange and Commercial Bonds

Information on changes:

Federal Law No. 218-FZ of July 21, 2014 amended Item 1 of Article 27.5-2 of this Federal Law

  1. Bonds may be issued, in particular within the framework of a bonds’ programme, without the state registration of an issue (additional issue) thereof, registration of a bonds prospectus and the state registration of a report (filing with the Bank of Russia a notice of the results of an issue) on the results of their issue (additional issue), if the following conditions are concurrently met:
    1. the bonds are admitted to organised trading held by a stock exchange and are placed by way of open subscription;
    2. abrogated;Information on changes:See the text of Subitem 2 of Item 1 of Article 27.5-2
    3. bonds do not confer other rights on their holders, except the right to receive the face value or the face value and interest on the face value;
    4. bonds are issued as documented bearer bonds with the obligatory centralised custody;
    5. the nominal value of bonds and interest on them shall only be paid in monetary assets.
  2. Bonds complying with the conditions specified by Item 1 of this Article shall be referred to as stock exchange bonds. An exchange is entitled to establish additional conditions which exchange bonds have to meet, as well as the requirements for exchange bonds and/or their issuers.
  3. Abrogated.Information on changes:See the text of Item 3 of Article 27.5-2
  4. Exchange bonds may not be issued with a pledge security.
    1. to assign an identification number to an issue (additional issue) of exchange bonds;
    2. to verify satisfaction by the issuer of the requirements of the legislation of theAn exchange admitting exchange bonds to organised trading is bound: Russian Federation defining the procedure for and terms of adoption of the decision on placing exchange bonds, for endorsement of the decision on an issue (additional issue) of exchange bonds and of other requirements whose satisfaction is required when issuing exchange bonds.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 6 of Article 27.5-2 of this Federal Law See the Item in the previous wordingGARANT:The provisions of Item 6 of Article 27.5-2 of this Federal Law (in the wording of Federal LawNo. 218-FZ of July 21, 2014) shall apply, if exchange bonds have been admitted by an exchange to organised trade after the date when the said Federal Law enters into force
  5. The issuer is bound for admittance of exchange bonds to organised trading, except as cited in Item 1 of Article 22 of this Federal Law, to present to an exchange an exchange bonds prospectus. An exchange bonds prospectus shall contain the information provided for by Items 2 and 3 of Article 22 of this Federal Law. On such occasion, an exchange is obliged to verify the completeness of the information contained in an exchange bonds prospectus and is entitled to verify the reliability of the cited information. If after the admission of exchange bonds to organised trade and before their floating the issuer that has not disclosed information in compliance with Item 4 of Article 30 of this Federal Law has drawn up the accounting (financial) reports/statements for an appropriate accounting period and/or some new circumstances have appeared that can have a major impact upon the adoption of the decision on acquisition of exchange bonds, amendments shall be made in the exchange bonds prospectus that reflect the cited circumstances. The information contained in such amendments shall be disclosed before the start of placing exchange bonds in the same procedure in which the information contained in the exchange bonds prospectus is disclosed.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 27.5-2 of this Federal Law with Item 6.1
    1. If exchange bonds are issued within the framework of a bonds’ programme, the exchange admitting such bonds to organised trade is bound to do the following:
      1. to award an identification number to the bonds programme;
      2. to award an identification number to an individual bonds’ issue within the framework of the bonds programme comprising the identification number awarded to the bonds’ programme;
      3. to check satisfaction by the issuer of the requirements of the legislation of the Russian Federation defining a procedure for and terms of adoption of the decision on endorsement of the bonds programme, for endorsement of the document containing the second part of the decision on exchange bonds issuance, and of other requirements whose satisfaction is necessary when issuing exchange bonds within the framework of a bonds programme.
  6. Abrogated.Information on changes:See the text of Item 1 of Article 27.5-2
  7. The issuer of exchange bonds and the exchange admitting exchange bonds to organised trading are bound to provide access to the information contained in the exchange bonds prospectus to any person concerned, regardless of the aims of obtaining such information, at the latest on the date when the placement of exchange bonds starts.In the event of making amendments in the decision on an issue (additional issue) of exchange bonds and/or in an exchange bonds prospectus, the issuer is bound to disclose information about it in the procedure and at the time which are established by the rules of an exchange.
  8. The placement of exchange bonds admitted to orgnanised trading may be suspended by decision of an exchange where it is provided for by the exchange rules. In the event of suspending the placement of exchange bonds by decision of an exchange, their placement shall also be resumed by decision of this exchange.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 10 of Article 27.5-2 of this Federal Law See the Item in the previous wording
  9. The issuer of exchange bonds is obliged to complete placement of exchange bonds at the time fixed by the decision on their issue (additional issue).Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 11 of Article 27.5-2 of this Federal Law. The amendments shall enter into force on September 1, 2013
  10. At the latest on the following day after the date when placement of exchange bonds is completed or at the end date of the time period for placing exchange bonds, an exchange is bound to disclose information about the results of the exchange bonds’ placement and to notify thereof the Bank of Russia in the procedure established for it. The information to be disclosed and a notice of the results of placing exchange bonds shall contain the data defined in compliance with Item 3 of Article 25 of this Federal Law.
  11. The owners of exchange bonds are entitled to present them for early redemption in the event of delisting of the exchange bonds at all the exchanges that have admitted them to organised trading.Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 13 of Article 27.5-2 of this Federal Law. The new wording shall enter into force on September 1, 2013
  12. By the decision of the Bank of Russia, admittance of exchange traded bonds to organised trading by a stock exchange can be suspended for the period of up to 1 year. The ground for such decision of the Bank of Russia shall be violation by the stock exchange of requirements of this Article and the rules of stock exchange.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 27.5-2 of this Federal Law with Item 14
  13. The issuance of bonds, in particular within the framework of a bonds’ programme, without securing them by pledge which are to be placed by closed subscription may be effected without the state registration of their issue (additional issue), registration of the bonds prospectus, the state registration of a report (filing by the issuer a notice with the Bank of Russia) on the results of the bonds issue (additional Issue) with the terms cited in Subitems 3- 5 of Item 1 of this article to be concurrently met, if an identification number is awarded to their issue (additional issue) by the central depository. The bonds meeting the terms cited in this item shall be named commercial ones.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 27.5-2 of this Federal Law with Item 15
  14. The central depository when awarding an identification number to an issue (additional issue) of commercial bonds, is bound to check satisfaction by the issuer of the requirements of the legislation of the Russian Federation defining a procedure for and terms of adoption of the decision on floating commercial bonds, endorsement of the decision on the issue (additional issue) of commercial bonds and other requirements whose satisfaction is necessary when issuing such bonds.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 27.5-2 of this Federal Law with Item 16
  15. At the latest on the following day after the end date of placing commercial bonds or the end date of the time period for placing commercial bonds the central depository is bound to notify the Bank of Russia about the results of placing commercial bonds in the procedure established by it. A notice about the results of placing commercial bonds shall contain the data defined in compliance with Item 3 of Article 25 of this Federal Law.

Information on changes:

Federal Law No. 282-FZ of December 30, 2006 supplemented Chapter 5 of this Federal Law with Article 27.5-3

Article 27.5-3. Specifics of Issuance and Circulation of Russian Depository Notes

See the Standards of the Issuance of Securities and the Registration of Securities Prospectuses endorsed by Order of the Federal Financial Markets Service No. 13-55/pz-n of July 4, 2013

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Item 1 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013

  1. A depository established in compliance with the legislation of the Russian Federation complying with the requirements, established by by regulatory acts of the Bank of Russia, for the amount of internal capital (own funds) and exercising depository activity within at least three years shall be deemed the issuer of Russian depository notes.
  2. The provisions of this Federal Law regulating the procedure for issuance and circulation of securities shall apply to the relations connected with the issuance of Russian depository notes subject to the specifics established by this Article.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 3 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
  3. The issuance of Russian depository notes shall be allowable on condition that the rights of a depository to presented securities shall be registered on the account opened therefor as to a person acting in the interests of other persons. For this, the said rights have to be registered by the organisation engaged in the registration of rights to securities and included into the list endorsed by the Bank of Russia.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 4 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
  4. The issuance of Russian depository notes in respect of which the issuer of represented securities does not assume obligations towards owners of the Russian depository notes shall be only allowable on condition that the represented securities have undergone a listing procedure at a foreign exchange included in the list endorsed by the Bank of Russia.
  5. The procedure for issuance of Russian depository notes shall include the following stages:
    1. endorsement of the decision on the issue of the Russian depository notes by the authorized body of the depository which is their issuer;Information on changes: Federal Law No. 282-FZ of December 29, 2012 reworded Subitem 2 of Item 5 of Article 27.5-3 of this Federal Law. The new wording of the Subitem shall enter into force on January 2, 2013
    2. state registration of an issue of Russian depository notes or assigning an identification number to an issue of Russian depository notes;
    3. placement of the Russian depository notes.

    Information on changes:Federal Law No. 282-FZ of December 29, 2012 supplemented Article 27.5-3 of this Federal Law with Item 5.1. The Item shall enter into force on January 2, 2013

    5.1. Russian depository notes may be issued without the state registration of their issue and without registration of a prospectus of Russian depository notes, provided that the following conditions are concurrently met:

    1. Russian depository notes certify the ownership of the represented securities which are circulating and satisfy the requirements of Items 1 and 2 of Article 51.1 of this Federal Law;
    2. the represented securities whose ownership is certified by Russian depository notes have undergone a listing on the foreign exchange cited in Item 4 of this article.
  6. Abrogated from January 2, 2013.Information on changes:See the text of Item 6 of Article 27.5-3
  7. The requirements of this Federal Law establishing an issuer’s duty to complete placement of securities at the latest in one year as of the date of the state registration of their issue shall not extend to placement of Russian depository notes. Information on changes: Federal Law No. 282-FZ of December 29, 2012 supplemented Article 27.5-3 of this Federal Law with Item 5.1. The Item shall enter into force on January 2, 2013
    1. The decision on assigning an identification number to an issue of Russian depository notes shall be adopted by a Russian exchange concurrently with the decision on admittance of Russian depository notes to organised trading.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 8 of Article 27.5-3 of thisFederal Law. The new wording of the Item shall enter into force on January 2, 2013
  8. Russian depository notes may be placed and put into circulation after the state registration of their issue and after assigning an identification number to their issue.
  9. The following must be cited in a decision on an issue of Russian depository notes:
    1. full name of the issuer’s of the Russian depository notes, its location and postal address;
    2. date of endorsement of a decision on the issue of the Russian depository notes and name of the authorized body of the issuer of the Russian depository notes that endorsed the said decision;
    3. name and location of the issuer of represented securities, as well as other data making it possible to identify it as a legal entity in compliance with the issuer’s personal law;
    4. kind, category (type) of represented securities;
    5. rights consolidated by represented securities;
    6. number of represented securities whose ownership is certified by one Russian depository note of a given issue;
    7. terms of placing the Russian depository notes;
    8. abrogated from January 2, 2013;Information on changes:See the text of Subitem 8 of Item 6 of Article 27.5-3
    9. rights of owners of the Russian depository notes, as well as procedure for exercise(implementation) by owners of the Russian depository notes the rights consolidated by represented securities;Information on changes:Federal Law No. 8-FZ of February 7, 2011 amended Subitem 10 of Item 9 of Article 27.5-3 of this Federal Law
    10. depository’s obligation to present at the request of the owner of a Russian depository note the appropriate number of represented securities, or, if it is provided for by the decision on issuance of Russian depository notes, to sell an appropriate number of represented securities and transfer the assets derived from selling them;Information on changes:Federal Law No. 8-FZ of February 7, 2011 supplemented Item 9 of Article 27.5-3 of this Federal Law with Subitem 10.110.1) depository’s obligation to sell an appropriate number of represented securities in the event of making a claim for cancellation of a Russian depository note by the owner thereof, if the owner of the depository note in compliance with the legislation of the Russian Federation or foreign law may not be the owner of the presented securities;Information on changes: Federal Law No. 282-FZ of December 29, 2012 reworded Subitem 11 of Item 9 of Article 27.5-3 of this Federal Law. The new wording of the Subitem shall enter into force on January 2, 2013See the Subitem in the previous wording
    11. if represented securities are stocks (securities of a foreign issuer certifying the rights in respect of stocks), a procedure for issuing (sending) by owners of the Russian depository notes instructions to a depository in respect of the procedure for voting on such stocks and the obligation of the depository to ensure the exercise of the voting right solely in compliance with the instructions of owners of the Russian depository notes, as well as the obligation to present voting results to owners of the Russian depository notes;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 12 of Item 9 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
    12. depository’s obligation to disclose information to the extent, in the procedure and within the time period which are provided for by this Federal Law and by regulatory acts of the Bank of Russia;
    13. depository’s obligation to ensure the compliance of the number of represented securities, the rights to which are registered on the account opened therefor as a person acting in the interests of other persons, with the number of circulated Russian depository notes;Information on changes:Federal Law No. 8-FZ of February 7, 2011 amended Subitem 14 of Item 9 of Article 27.5-3 of this Federal LawSee the Subitem in the previous wording
    14. depository’s obligation to render services related to the exercise by owners of Russian depository notes of rights concerning represented securities, in particular acquisition of income derived from represented securities and other payments due to the securities owners, as well as a procedure for and terms of rendering such services;
    15. time period for making payment due to owners of the Russian depository notes in respect of represented securities;Information on changes:Federal Law No. 8-FZ of February 7, 2011 reworded Subitem 16 of Item 9 of Article 27.5-3 of this Federal Law
    16. provision to the effect that the remuneration to the depository shall be paid and/or the outlays connected with the discharge of their duties provided for by Subitems 10 – 14 of this item shall be reimbursed at the expense of owners of Russian depository notes;Information on changes: Federal Law No. 282-FZ of December 29, 2012 reworded Subitem 17 of Item 9 of Article 27.5-3 of this Federal Law. The new wording of the Subitem shall enter into force on January 2, 2013
    17. information as to whether the issuer of represented securities (the foreign issuer of the stocks or bonds in respect of which the rights are certified by represented securities) assumes obligations towards owners of Russian depository notes;
    18. procedure for storage and registration of, as well as for lapse of rights to, the Russian depository notes;
    19. procedure for, and time of, drawing up a list of owners of Russian depository notes for the discharge of obligations in respect of the Russian depository notes;
    20. possibility of, and procedure for, splitting Russian depository notes;
    21. other data provided for by this article.

    Information on changes:Federal Law No. 82-FZ of April 6, 2015 amended Item 10 of Article 27.5-3 of this Federal Law

  10. A decision on the issue of Russian depository notes has to be signed by the person exercising the functions of the executive body of the issuer of the Russian depository notes and certified by the seal of the issuer of the Russian depository notes (if the seal is available).Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 11 of Article 27.5-3 of thisFederal Law. The new wording of the Item shall enter into force on January 2, 2013See the Item in the previous wording
  11. Where the issuer of represented securities (the foreign issuer of stocks or bonds in respect of which the rights are certified by represented securities) assumes obligations towards owners of Russian depository notes, the said obligations have to be provided for by an agreement made by the issuer of the represented securities (by the foreign issuer of the stocks or bonds in respect of which the rights are certified by represented securities) and the issuer of the Russian depository notes. The consent of owners of Russian depository notes is not required for modification of the said agreement.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 12 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
  12. The prospectus of Russian depository notes, in addition to the data provided for by Article 22 of this Federal Law has to contain data on represented securities, as well as on the issuer of represented securities.Requirements for the composition of the said data included into the prospectus of Russian depository notes shall be defined by by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 13 of Article 27.5-3 of this Federal Law. The new wording shall enter into force on September 1, 2013
  13. State registration of an issue of Russian depository receipts and registration of prospectus of Russian depository receipts shall be performed by the Bank of Russia.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 14 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on January 2, 2013
  14. Where the issuer of represented securities assumes obligations towards owners of Russian depository notes, for the state registration of an issue of Russian depository notes, or for assigning an identification number to an issue of Russian depository notes, shall be presented an agreement made by the issuer of the represented securities and the issuer of the Russian depository notes forming an integral part of a decision on the issue of such securities.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 15 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on January 2, 2013
  15. Where the issuer of represented securities assumes obligations towards owners of Russian depository notes, as a ground for the refusal to effect the state registration of an issue of Russian depository notes, and to assign an identification number to an issue of Russian depository notes, apart from the grounds provided for by Article 21 of this Federal Law, shall be deemed the absence in the agreement made with the issuer of the represented securities of one of the following terms:
    1. statement of the rights consolidated by the represented securities;
    2. depository’s obligation to ensure the compliance of the number of the Russian depository notes in circulation to the number of the represented securities the rights to which are registered on the account opened thereto as to a person acting in the interests of other persons;
    3. indication to the effect that the represented securities are issued for placement of the Russian depository notes and (or) are circulated;
    4. if the represented securities are stocks (the securities of a foreign issuer certifying rights in respect of stocks), a procedure for issuance (sending) by owners of the Russian depository notes of instructions to a depository in respect of the voting procedure and the depository’s obligation to ensure the exercise of the voting right solely in compliance with the instructions of the owners of the Russian depository notes, as well as the obligation to present the voting results to the owners of the Russian depository notes;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 5 of Item 15 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
    5. obligation of the issuer of the represented securities to present information in Russian or in a foreign language that is used in the financial market in the volume and within the time period which make possible for the depository to disclose it to the extent, in the procedure and within the time period which are provided for by this Federal Law and by regulatory acts of the Bank of Russia;
    6. depository’s obligation to disclose the information provided for by Subitem 5 of this item which is received from the issuer of the represented securities at latest on the day following the date when it is received;
    7. agreement on application of the law of the Russian Federation to the relations resulting from this agreement;
    8. arrangement to consider the disputes resulting from failure to discharge, or improper discharge of, obligations under this agreement in the territory of the Russian Federation by arbitration courts or arbitral tribunals whose decisions may be recognized in the territory of the country issuing the represented securities in compliance with an international treaty made by the Russian Federation;
    9. provision on the liability of a depository and the issuer of the represented securities for failure to discharge, or improper discharge of, their obligations under the agreement towards owners of the Russian depository notes;
    10. provisions to the effect that the agreement may be dissolved without the consent of the owners of the Russian depository notes, provided that the represented securities are admitted to organised trade.
  16. A depository shall be only entitled to amend a decision on the issue of Russian depository notes in respect of the following:
    1. changing the number of the securities represented by one Russian depository note on condition that such changes are caused by reduction of the number of the securities represented by one Russian depository note (splitting of the Russian depository notes) or either splitting or consolidation of the represented securities;
    2. modification of the procedure for the exercise (implementation) by owners of the Russian depository notes of the rights consolidated by the represented securities on condition that such modification is caused by changes in the volume and (or) procedure for the exercise of the rights consolidated by the represented securities in compliance with foreign law;
    3. abrogated from January 2, 2013;Information on changes:See the text of Subitem 3 of Item 16 of Article 27.5-3
    4. changes in the terms of the agreement made by the issuer of the represented securities and the issuer of the Russian depository notes.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 17 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013

  17. The changes specified in Item 16 of this Article shall be subject to the state registration by the Bank of Russia on the basis of a depository’s application with an attachment of the documents, exhaustive list of which shall be determined by by regulatory acts of the Bank of Russia, or if Russian depository notes has been issued without the state registration of their issue and without the registration of a prospectus of the Russian depository notes, after endorsement of the cited changes by a Russian exchange.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 18 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
  18. The Bank of Russia shall be obliged to effect the state registration of amendments to be made to a decision on the issue of Russian depository notes or to take a reasoned decision on the refusal to effect the state registration of such amendments within 10 days as of the date of receiving the documents submitted for registration. The Bank of Russia shall be entitled to verify the reliability of the data contained in the documents submitted for the state registration. In this case, the running of the time period provided for by this item may be suspended for the time of such verification but for 30 days at most.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 19 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on January 2, 2013
  19. A report on state registration or on endorsement by a Russian exchange of amendments to be made to a decision on the issue of Russian depository notes, including the full text of the amendments, has to be sent (handed in) by the issuer of the Russiandepository notes to owners of the Russian depository notes in the procedure and within the time period which are established by a decision on the issue of the Russian depository notes, while in the event of the state registration of the prospectus of Russian depository notes, or presenting to a Russian exchange a prospectus of Russian depository notes for assigning an identification number for their issue, the report has to be disclosed in the procedure and within the time period which are provided for by this Federal Law for disclosure of information on significant facts.
  20. Amendments to be made to a decision on the issue of Russian depository notes shall enter into force upon the expiry of 30 days as of the date of disclosure or sending (handing in) a report on such changes and, in respect of amendments of the terms of the agreement made by the issuer of represented securities and the issuer of Russian depository notes which are not specified in Item 15 of this Article, within the time period provided for by the said agreement.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 21 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
  21. A depository shall be obliged to submit on a quarterly basis to the Bank of Russia reference data on the number of circulated Russian depository notes and on the number of represented securities kept on the account of the issuer of the Russian depository notes. The said data shall be submitted by the issuer of Russian depository notes as of the last day of the reporting period.
  22. The register of Russian depository notes may be kept by the depository issuing them, regardless of the number of owners of the Russian depository notes.Information on changes:Federal Law No. 8-FZ of February 7, 2011 supplemented Article 27.5-3 of this Federal Law with Item 22.1
    1. The issuing depository engaged in keeping a register of Russian depository notes is entitled to block operations connected with the transfer of the rights to Russian depository notes on the personal account where the rights to Russian depository notes whose owner has not discharged the duty of paying a remuneration to the issuing depository and/or of reimbursement of appropriate expenses thereto are registered. The registrar keeping a register of Russian depository notes is bound to effect such blocking at the direction of the issuing depository.
  23. Russian depository notes pertaining to the same issue may certify the ownership of represented securities of solely one foreign issuer and of solely one kind (category, type) of the securities.
  24. The rights consolidated by represented securities, including those connected with deriving income from them, shall be exercised to the benefit of owners of Russian depository notes which are such on the date of drawing up the list of owners of the represented securities and are entitled to exercise the appropriate rights, in particular to deriving appropriate incomes.
  25. Payments to owners of Russian depository notes shall be made by the issuer of the Russian depository notes in the currency of the Russian Federation, if not otherwise established by a decision on the issue of the Russian depository notes. The time period fordischarging obligations connected with making the said payments may not exceed five days as of the date of receiving appropriate payments by a depository from the issuer of represented securities.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 26 of Article 27.5-3 of thisFederal Law. The new wording of the Item shall enter into force on January 2, 2013
  26. Russian depository notes shall be placed when splitting them with the persons that are their owners or with the persons exercising in compliance with federal law the rights in respect of the cited securities as of the end of the trading day of the date cited in a report on the state registration or on endorsement by a Russian exchange of the amendments made in the decision on an issue of Russian depository notes. The splitting of Russian depository notes shall be allowed on condition that as a result of such splitting a single Russian depository note will certify the ownership of at least one represented security.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 27 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on January 2, 2013
  27. If the issuer of a Russian depository note has received from a depository the number of represented securities corresponding to it, such Russian depository note possessed by the said owner shall be cancelled.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 28 of Article 27.5-3 of this Federal Law. The amendments shall enter into force on September 1, 2013
  28. In the event of registration of the prospectus of Russian depository notes, or presenting a prospectus of Russian depository notes to a Russian exchange for assigning an identification number to their issue, the depository issuing the Russian depository notes shall disclose information about itself, as well as about the issuer of represented securities in the form of a quarterly report of the issuer of securities (a quarterly report) and communications on significant facts (events, actions) concerning financial and economic activities of the issuer of emissive securities (communications on significant facts), subject to the subtractions determined by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 420-FZ of December 28, 2013 supplemented Article 27.5-3 of this Federal Law with Item 29. The Item shall enter into force on July 1, 2014
  29. Russian depositary receipts may be floated by public or closed subscription and also by being floated on the condition of transfer of the represented securities.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 reworded Article 27.5-4 of this Federal Law. The new wording of the Article shall enter into force on January 2, 2013

Article 27.5-4. The Specifics of Bond Issuance by a Business Company

The issuance of bonds by a business company shall be allowed after payment in full for the authorised capital thereof.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 supplemented Chapter 5 of this Federal Law with Article 27.5-5. The Article shall enter into force upon the expiry of 180 days after the day when the said Federal Law entered into force

Article 27.5-5. The Specifics of Securities’ Issuance in Case of Re-Organisation.

Replacement of the Bond Issuer in Case of Its Re-Organisation

  1. Serial securities in the event of re-organisation in the form of merger, de-merger, division or transformation shall be floated on the basis of a corresponding decision on such re-organisation.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 2 of Article 27.5-5 of this Federal Law. The amendments shall enter into force on September 1, 2013
  2. The state registration of an issue of serial securities which are subject to flotation in case of re-organisation in the form of merger, de-merger, division or transformation shall be effected on the basis of an application of the person which is authorised in compliance with federal laws to forward an application for making an entry in the comprehensive state register of legal entities on the state registration of the legal entity established as a result of re-organisation.The documents for the state registration of an issue of serial securities which are subject to flotation in case of re-organisation in the form of merger, de-merger, division or transformation shall be filed with the Bank of Russia prior to making an entry in the comprehensive state register of legal entities on the state registration of the legal entity established as a result of re-organisation.Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 3 of Article 27.5-5 of this Federal Law. The new wording shall enter into force on September 1, 2013
  3. Decision on state registration of an issue of equity securities subjected to placement in case of reorganisation in the form of a merger, spin-off, split-off or transformation, shall be taken by the Bank of Russia before state registration of the legal entity that is the issuer and shall enter into force from the date of state registration of such legal entity. If the authority responsible for state registration of legal entity rejects the state registration of the related legalentity, the decision shall be cancelled one year after the date of state registration of such issue.
  4. The decision on an issue of serial securities which are subject to flotation in case of re-organisation in the form of merger, de-merger, division or transformation shall be endorsed by an authorised body of the legal entity to be-re-organised and shall be signed by the person holding the office (exercising the functions) of the one-man executive body of the legal entity to be re-organised.The decision on an issue of serial securities which are subject to flotation in case of re-organisation in the form of merger shall be endorsed by an authorised body of the legal entity participating in merger that was the last to render the decision on re-organisation in the form of merger and shall be signed by the person holding the office (exercising the functions) of the single executive body of the cited legal entity.
  5. Abrogated from September 1, 2013Information on changes:See the text of Item 5 of Article 27.5-5Federal Law No. 251-FZ of July 23, 2013 amended Item 6 of Article 27.5-5 of this Federal Law. The amendments shall enter into force on September 1, 2013
  6. In case of re-organisation of the issuer of bonds in the form of merger or affiliation to another institution, as well as in the form of division, de-merger or transformation, the issuer of bonds shall be replaced by the legal successor thereof, provided that all the commitments thereof in respect of bonds of a particular issue will be transferred to the single legal successor and the organisational and legal form in which the legal successor is to be established or acts entitles him to issue bonds.The issuer of bonds shall be replaced by the legal successor thereof by making the appropriate amendments in the decision on an issue (additional issue) of bonds and in respect of the bearer certified bonds also by replacement of the certificates of such bonds issued or drawn up before by the new certificates where the legal successor thereof is cited as the issuer of such bonds.Amendments in the decision on an issue (additional issue) of bonds in case of the re-organisation of the bonds’ issuer by way of replacement thereof by the legal successor shall be made in the procedure established by Article 24.1 of this Federal Law and shall enter into force as from the date of completing the re-organisation of the bonds’ issuer. A procedure for replacement of certificates of certified bearer bonds in connection with the replacement of such bonds’ issuer by the legal successor thereof in case of re-organisation shall be established by a regulatory act of the Bank of Russia.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 27.5-5 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. No later than 30 days after completing the re-organisation of the bonds’ issuer the legal successor thereof is bound to notify the Bank of Russia or, in respect of exchange bonds, the exchange that has admitted the exchange bonds to organised trading of the completed re-organisation of the bonds’ issuer and of the replacement thereof by the legalsuccessor. The requirements for the content, form of and procedure for forwarding such notice shall be established by the regulatory acts of the Bank of Russia.The provisions of this item shall not extend to credit institutions.
  8. If in respect of bonds of the re-organised issuer a prospectus of such bonds has been registered and/or the bonds of the re-organised issuer are exchange bonds admitted to organised trading whose prospectus is presented to an exchange, the organisation which is the legal successor and the new issuer of such bonds is bound to disclose information in compliance with Article 30 of this Federal Law.

Information on changes:

Federal Law No. 379-FZ of December 21, 2013 supplemented Chapter 5 of this Federal Law with Article 27.5-6. The Article shall enter into force on July 1, 2014

Article 27.5-6. The Specifics of Secured Bonds with Various Priorities of Discharging Obligations

  1. The issuer is entitled to establish in the terms of bond issuance the priority of discharging obligations under bonds pertaining to various issues and/or monetary commitments under the agreements made by the issuer whose execution is secured on account of the same security. On such occasion, the discharge of mature obligations of the subsequent turn shall be only allowed after the proper discharge of mature obligations of the previous turn. The terms of issuance of such bonds shall contain data on other issues of bonds and/or on the agreements made by the issuer, the obligations under which are secured on account of the same security, and data on obligations of each turn.
  2. The priority of the obligations’ discharge established by the terms of bond issue shall apply when discharging obligations on account of the provided security, in particular when levying execution against the subject of pledge and/or receiving monetary assets on account of the provided security, as well as in the event of early redemption of bonds and/or early discharge of monetary obligations under the agreements made by the issuer.The terms of bond issuance may provide that the priority of discharging obligations shall also apply in respect of the amount of a forfeit and other punitive sanctions, as well as of the losses to be covered for the bond owners in compliance with the terms of their issuance and/or to creditors in compliance with the terms of the agreements made by the issuer. On such occasion, the discharge of the obligations of the subsequent turn and payment of the amount of a forfeit, other punitive sanctions and losses under obligations of the subsequent turn shall be only allowed after discharging obligations of the previous turn and payment of the amount of the forfeit, other punitive sanctions and losses under obligations of the previous turn.
  3. If the possibility of bond issuance securing the previous turn has not been provided for by the terms of the bond issuance with the same security of subsequent turns, the issuance of bonds of previous turns shall be only allowed by decision of a general meeting of the owners of bonds of subsequent turns adopted by a three quarters majority of the votes held by the persons enjoying the right of vote at a general meeting of such bond owners.
  4. If the possibility of issuance of bonds with the security of the previous turn has not been provided for by the terms of an agreement made by the issuer under which monetary obligations are subject to execution in the subsequent turn, the issuance of bonds of the previous turn shall be only allowed with the consent of the creditor or creditors in respect of the monetary obligations to be discharged in the subsequent turn.

Chapter 6. The Circulation of Issued Securities

Information on changes:

Federal Law No. 334-FZ of December 6, 2007 reworded Article 27.6 of this Federal Law

Article 27.6. Limitations on Turnover of Securities

Information on changes:

Federal Law No. 218-FZ of July 21, 2014 amended Item 1 of Article 27.6 of this Federal Law

  1. The transactions entailing the transfer of ownership of serial securities (turnover of serial securities) shall be allowed after the state registration of their issue (additional issue) or assignment of an identification number to their issue (additional issue), if not otherwise provided for by this Federal Law.The transfer of ownership of serial securities shall be prohibited pending full payment for them and, if the procedure for securities’ issuance provides for the state registration of a report on the results of their issue (additional issue), also pending the state registration of the cited report.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 2 of Article 27.6 of this Federal Law
  2. The public turnover of serial securities, in particular when they are offered to an indefinite group of persons (including the use of advertising), shall be only allowed, if not otherwise provided for by this Federal Law, if the following conditions are concurrently met:Information on changes:Federal Law No. 249-FZ of July 23, 2013 reworded Subitem 1 of Item 2 of Article 27.6 of this Federal Law
    1. registration of prospectus of securities (prospectus of securities issue or plan of privatisation registered as prospectus of securities issue), admittance of exchange-traded bonds or Russian depository receipts to organised trading with providing the prospectus of the said securities to the stock exchange or admittance of equity securities to organised trading without their inclusion in quotation lists;
    2. disclosure of information by the issuer in compliance with the requirements of this Federal Law or, in the event of admittance to organised trading of serial securities in respect of which a securities prospectus has not been registered, in compliance with the requirements of the trade promoter.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 27.6 of this Federal Law with Item 2.1
      1. No public circulation of shares of a joint-stock company that is not public or securities of such company convertible into its shares, including their offer to a general public (and use of advertisement) shall be allowed.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 3 of Article 27.6 of this Federal Law. The amendments shall enter into force on September 1, 2013

  3. Securities intended for qualified investors, as well as the provision (acceptance) of the said securities as a security for discharging obligations may be only acquired and alienated through brokers. The present rule shall not extend to qualified investors by virtue of federal law when they make said transactions, as well as to the cases when a person has acquired the said securities as a result of universal legal succession, conversion, in particular in the course of re-organisation, distribution of property of a legal entity being liquidated, as well as to other cases established by the Bank of Russia.
  4. If a person which is not a qualified investor or has lost the status of qualified investor becomes the owner of securities intended for qualified investors, this person is only entitled to alienate such securities through a broker.
  5. Abrogated from January 2, 2013.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 amended Article 28 of this Federal Law. The amendments shall enter into force on July 1, 2012

Article 28. The Form of the Certification of the Right of Ownership of Issued Securities The rights of the owners to the issued securities of the documentary form of issue shall

be certified by certificates (if certificates are held by the owners) or by certificates and records in the special custody accounts in depositories (if certificates have been put in custody in the depository).

The rights of the owners to the issued securities of the non-documentary form of issue shall be certified by records in the personal accounts of the registrar or in the event of accounting the rights to securities in the depository – by records in the specially custody accounts in depositories.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 3 of Article 28 of this Federal Law. The amendments shall enter into force on September 1, 2013

The holder of the register of securities owners and the custodian are bound to keep the documents related to keeping the register of securities owners or of deposit registration, as well as the documents connected with registration and transfer of rights to securities, for at least five years from the date when they are received by the holder of the register of the securities owners or custodian and/or from the making of a transaction in securities, if such documents have served as grounds for making it. A list of the cited documents, as well as a procedure for keeping them, are defined by regulatory acts of the Bank of Russia.

Information on changes:

Federal Law No. 415-FZ of December 7, 2011 amended Article 29 of this Federal Law. The amendments shall enter into force on July 1, 2012

Article 29. The Transfer of Rights to Securities and the Realisation of Rights Fixed by Securities

For the transfer of rights to securities, see also the Civil Code of the Russian Federation.

cases:

The right to a bear documentary security shall pass to the acquirer in the following

if its certificate is found out at the owner – at the time of the transfer of this certificate to the acquirer;

if the certificates of bearer documentary securities are kept in the depository and/or the rights to such securities are accounted in the depository – at the time of making a book record in the special custody account of the acquirer.

See the Rules for the Reflection in Accounting of Particular Operations in Securities by Professional Participants on the Securities Market and by Investment Funds approved by Decision of the Federal Commission for the Securities Market No. 40 of November 27, 1997 and brought into force from January 1, 1998

The right to a registered non-documentary security shall pass to the acquirer:

in the case of recording the rights to securities with a person conducting a depository activity – from the moment of making a credit entry in the depo account of the acquirer;

in the case of recording the rights to securities in the register – from the moment of making a credit entry in the personal account of the acquirer.

The rights fixed by the issued security shall pass to their acquirer from the time of the transfer of the rights to this security. The transfer of the rights fixed by the registered issued security shall be accompanied by the notice of the registrar or the depository, or the nominal holder of securities.

On Forwarding Notices of the Conclusion of Transactions whereby Foreign Owners Acquire Shares Issued by Russian Issuers, see Letter of the Federal Securities Market Commission No. 03-IK-04/7571 of May 29, 2003

Under the bearer securities the rights shall be exercised upon their production by their owner or by his trustee.

If the certificates of issued documentary securities are kept in depositories, the rights fixed by securities shall be exercised on the basis of the certificates produced by these depositories on behalf of the owners under the depository agreements with the appended list of these owners.

In this case the issuer shall ensure the realisation of the rights under the bearer securities of the person indicated in this list.

Information on changes:

Federal Law No. 218-FZ of July 21, 2014 amended part 6 of Article 29 of this Federal Law

Under the registered non-documentary securities the rights shall be exercised by the issuer in respect of the person referred to.

If the data on the new owner of such security has not been communicated to the registrar of the given issue or to the nominal holder of the security by the time of closing the register for the execution of the issuer’s obligations comprising the security (voting, receipt of income, etc.), the execution of the obligations in respect of the owner registered in the register at the time of its closing shall be recognised as proper. The responsibility for timely notification lies with the acquirer of securities.

Abrogated from July 1, 2012.

Information on changes:

The authenticity of the securities of natural persons in documents on the transfer of the rights to securities and the rights fixed by securities (except for the cases provided for by the legislation of the Russian Federation) may be certified by a notary or by a professional securities market-maker.

See Regulations on the Procedure for Attesting the Authenticity of Signature by Professional Participants in the Securities Market endorsed by Order of the Federal Financial Markets Service No. 10-10/pz-n of February 18, 2010

Information on changes:

Federal Law No. 210-FZ of July 23, 2013 (in the wording of Federal Law No. 379-FZ of December 21, 2013) supplemented Section III of this Federal Law with Chapter 6.1. The Chapter shall enter into force on July 1, 2014.

Chapter 6.1. Bond Holders’ Representative. General Meeting of Bond Holders Article 29.1. Bond Holders’ Representative

  1. The bond issuer has the right, and in cases envisaged by Item 2 of this Article, is obliged to assign a representative of the bond holders.GARANT:Item 2 of Article 29.1 of this Federal Law shall enter into force from July 1, 2016
  2. The bond issuer is obliged to assign a representative of the bond holders:Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Subitem 1 of Item 2 of Article 29.1 of this Federal Law. The amendments shall enter into force on July 1, 2016
    1. if the bonds are placed in the form of a public or private subscription among persons whose number, except for qualified investors, exceeds 500;Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Subitem 2 of Item 2 of Article 29.1 of this Federal Law. The new wording shall enter into force on July 1, 2016
    2. if the bonds are admitted to an organised market, except for bonds intended for qualified investors.

    Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 29.1 of this Federal Law with Item 2.1. The Item shall enter into force on July 1, 2016

  3. Assignment of a bond holders’ representative by the bonds issuer, if such representative was not assigned at the moment of bond placement, shall be effected on condition of approval of such representative by decision of the general meeting of bond holders.
  4. The general meeting of bond holders has the right to elect a representative of the bond holders, including instead of a representative assigned earlier by the bond issuer or elected by general meeting of bond holders earlier.
  5. The full legal name, location and data that make it possible to identify the representative of bond holders (hereinafter – information on bond holders’ representative) shall be specified in the decision on the bond issue.
  6. Information on bond holders’ representative can be included in the decision on issue of the bonds after state registration of the bond issue or assignment of an identification number to the bond issue before their placement. The amendments to the decision on issue of the bonds shall be made by sending a notification to the registration authority or the stock exchange that has assigned an identification number to the issue. The amendments are deemed to be registered seven days after receipt of the notification by the registration authority, if no refusal to register is issued during that period.
  7. In case of assignment of a new bond holders’ representative by the bonds issuer or election of a new bond holders’ representative by a general meeting of bond holders, the issuer shall make the necessary amendments to the decision on issue of the bonds, using the procedure envisaged in Item 6 of this Article. The notification containing information on the new bond holders’ representative shall be sent to the registration authority not later than 30 days after the date of assignment (election) of the new bond holders’ representative. If such term is not met, the notification can be sent by the new bond holders’ representative with attachment of bond issuer’s decision on his assignment or decision of the general meeting of bond holders on his election.
  8. The procedure for submission of the notification containing information on the bond holders’ representative and the requirements for its form and contents shall be established by regulatory acts of the Bank of Russia. According to Decree of the President of the Russian Federation No. 645 of July 25, 2013, the Federal Financial Markets Service was abolished from September 1, 2013 with the transfer of powers to the Bank of Russia
  9. The bond holders’ representative shall represent the interests of bond holders before the issuer, the person who provided collateral for the bonds of the issuer, other persons and governmental authorities of the Russian Federation (including courts), governmentalauthorities of the Russian Federation’s constituent entities and local authorities. The bond holders’ representative shall exercise his rights, including those related to signing a statement of claim, statement of defence and application for security of a claim, transfer of a case to an arbitration court, full or partial withdrawal of claims, admission of a claim, change of grounds or subject of a claim, conclusion of an amicable agreement and agreement on factual circumstances, signing an application for review of judicial acts due to new or newly discovered facts, appeal against an act of a commercial court, receipt of awarded money or other property under the decision on issue of bonds without a power of attorney.
  10. Exercising his rights and discharging his responsibilities, the bond holders’ representative shall act in the interests of all holders of bonds of the corresponding issue reasonably and in good faith. The bond holders’ representative is entitled to engage other persons for the discharge of the duties thereof. On such occasion, the bond holder’s representative shall be held responsible for the actions of the cited persons as for his own actions.
  11. The bond holders’ representative is obliged to:
    1. execute decisions taken by the general meeting of bond holders;
    2. reveal facts that may entail violation of the rights and legitimate interests of bond holders;
    3. control fulfillment by the issuer of obligations related to bonds;
    4. take measures for protection of the rights and legitimate interests of bond holders;
    5. using the procedure envisaged in regulatory acts of the Bank of Russia and the terms of the bond issue, inform the bond holders of: According to Decree of the President of the Russian Federation No. 645 of July 25, 2013, the Federal Financial Markets Service was abolished from September 1, 2013 with the transfer of powers to the Bank of Russia revelation of facts that may entail violation of the rights and legitimate interests of bond holders and of measures for their protection;cases of non-fulfillment (undue fulfillment) by the issuer of obligations related to bonds; the onset of circumstances, due to which the bond holders acquire the right to claimtheir early redemption;an actual or potential conflict between the interests of the bond holders’ representative and those of bond holders (hereinafter conflict of interests of the bond holders’ representative) and measures taken in connection therewith;purchase of a certain number of bonds, for whose holders he is a representative, on holding or termination of holding such bonds, if such number is 10 or more per cent or became more or less than 10, 50 or 75 per cent of total number of bonds of the corresponding issue in circulation;
    6. notify bond holders, the issuer, the person that has provided collateral on bonds of the issuer and the Bank of Russia of the appearance of circumstances due to which the bond holders’ representative ceases to meet the requirements of Article 29.2 of this Federal Law; According to Decree of the President of the Russian Federation No. 645 of July 25, 2013, the Federal Financial Markets Service was abolished from September 1, 2013 with the transfer of powers to the Bank of Russia
    7. submit an annual report on performance of the bond holders’ representative and a report for the period less than a year, at the demand of bond holders who hold not less than10 per cent of total number of bonds of the corresponding issue in circulation;
    8. not use confidential information received during his functioning as bond holders’ representative, in his own interests;8.1) make claims on behalf of the bonds’ owners in the case on bankruptcy of the bonds’ issuer and/or the person that has provided a security for such bonds;
    9. fulfill other obligations envisaged by this Federal Law, other federal laws on securities, the terms of the bond issue or decision of a general meeting of bond holders.
  12. The bond holders’ representative has the right to:
    1. give his consent in the name of the bond holders to the making of amendments to the decision on issue (additional issue) of the bonds by the issuer and/or to the bond prospectus, if such amendments are not related to the scope of rights on bonds and/or the procedure for exercising them; as well as to give his consent to the issuer making other amendments, if such right is given to the bond holders’ representative by a decision of a general meeting of bond holders;
    2. demand provision of information necessary for functioning as the bond holders’ representative, from the issuer, its auditor, valuer, a person that provided collateral on bonds of the issuer or its auditor;
    3. demand the list of bond holders compiled as of the date specified by the representative, from the person holding records of title to registered bonds or bonds subjected to mandatory centralised storage;
    4. participate in general meetings of participants (shareholders) of the bond issuer, without the right to vote;
    5. exercise the rights of a pledgor, beneficiary or creditor on a surety in case of issuance of bonds with collateral;
    6. file claims with a commercial court or perform any other procedural actions;
    7. receive funds or other property awarded to bond holders by a court under a suit against the issuer (person that provided collateral for bonds of the issuer);
    8. exercise other rights envisaged by this Federal Law, other federal laws on securities and decisions of the general meeting of bond holders.
  13. The services of the bond holders’ representative shall be paid for by the bond issuer under an agreement concluded with the bond holders’ representative.The issuer and bond holders’ representative are obliged to present a copy of the agreement mentioned in this Item to a bond holder at its request not later than 7 days from the date of such request.The bond holders’ representative has the right to refuse to fulfil obligations under the agreement with the issuer unilaterally, upon prior notice to the issuer not less than 3 months before termination of the agreement, if such agreement does not envisage another term for the notification. Termination of such an agreement by mutual consent of the parties is allowed if it has been approved by the general meeting of bond holders with simultaneous election of a new bond holders’ representative.The terms of a agreement that release the bond holders’ representative from fulfillment of all obligations or a part thereof, or limit his rights provided for by this Federal Law, shall be void.The outlays of a representative of the bonds’ owners connected with bringing an action with an arbitration court shall be made on account of the bonds’ issuer, where it is provided for by the terms of their issue and/or on account of the bonds’ holders.If the outlays of a representative of the bonds’ holders connected with bringing an action with an arbitration court were paid by an individual holder or holders of bonds, the cited outlays shall be reimbursed on account of the monetary assets awarded to the bonds’ holders by court at the claim against the bonds’ issuer and/or the person that has provided a securityfor the issuer’s bonds.
    1. In the event of adoption by a general meeting of bond holders the decision on exercising (realising) the right to make a claim with court against the bonds’ issuer and/or the person that has provided a security for the issuer’s bonds, a representative of the bond holders is entitled not to execute the cited decision before covering by the bond holders or by the issuer of bonds the outlays of the representative of the bond holders connected with making such claim with court.
  14. The bond holders’ representative is obliged to indemnify a loss inflicted by him at the demand of the bond holders. The agreement under which the bond holders’ representative operates, can set a certain limited amount of liability for the loss inflicted on the bond holders as a result of his reckless acts (omission) that cannot be less than ten-fold his annual compensation.
  15. Bond holders shall have no right to perform actions unilaterally, that are, according to this Federal Law, within the authority of their representative, if not otherwise provided for by this Federal Law, the terms of the bond issue or a decision of a general meeting of bond holders.
  16. Bond holders have the right to file claims with a court individually one month after the appearance of grounds for such, if the bond holders’ representative did not approach the arbitration court with a corresponding claim within the said period or the general meeting of bond holders did not take a decision on waiver of the right to refer to the court with such a claim during the said period.
  17. The functions of a representative of the holders of bonds secured with a mortgage can be performed by a specialised mortgage collateral depository.

Article 29.2. Requirements for the Bond Holders’ Representative

  1. The following persons can be assigned (elected) as bond holders’ representatives:
    1. brokers, dealers, depositories, managers, management companies of joint-stock investment funds, unit funds, non-government pension funds and credit institutions;
    2. legal entities not specified in Subitem 1 of this Item that are established in compliance with the legislation of the Russian Federation and have been in existence for not less than 3 years.
  2. Persons specified in Item 1 of this Article, shall have the right to operate as bond holders’ representatives on condition of their inclusion in the list of persons performing such activities. The cited list shall be kept by the Bank of Russia and shall be placed on the official site of the Bank of Russia on the Internet. According to Decree of the President of the Russian Federation No. 645 of July 25, 2013, the Federal Financial Markets Service was abolished from September 1, 2013 with the transfer of powers to the Bank of Russia
  3. Persons acting as bond holders’ representatives that belong to a category specified in Subitem 1 of Item 1 of this Article shall be included in the list upon application, and other persons – upon application with attachment of documents confirming their eligibility.Persons performing the activities of bond holders’ representatives can be excluded from the list at an application filed by persons included in the list, through recall of the licence from persons specified in Subitem 1 of Item 1 of this Article, or in case of undue fulfillment of the obligations of a bond holders’ representative by the persons included in the list. Persons excluded from the list owing to their undue fulfillment of the obligations of a bond holders’ representative can be included in the list again 3 years after such exclusion.The procedure for inclusion in and exclusion from the list of persons acting as bond holders’ representatives shall be defined by regulatory acts of the Bank of Russia. According to Decree of the President of the Russian Federation No. 645 of July 25, 2013, the Federal Financial Markets Service was abolished from September 1, 2013 with the transfer of powers to the Bank of Russia
  4. The following persons cannot be assigned (elected) as bond holders’ representatives:
  1. bonds issuer, persons controlling it and institutions under its control;
  2. persons that provided collateral for bonds of the issuer, its controllers and institutions under its control;
  3. persons providing services of organisation of placement and/or of placement of bonds of the issuer, its controllers and institutions under its control, except for cases when such representative is elected by the general meeting of bond holders or assigned by the issuer with the consent of the general meeting of bond holders;
  4. legal entities that include persons specified in Subitems 1-3 of this Item that have the right to dispose of 50 and more per cent of votes in the superior managing body of such legal entity, directly or indirectly, independently or jointly with the institutions under their control;
  5. legal entities involved in other conflicts of interest impeding due fulfillment of the obligations of a bond holders’ representative.

Article 29.3. Specifics of Use and Transfer of Monetary Assets Received by the Bond Holders’ Representative for the Benefit of Bond Holders

  1. The bond holders’ representative shall use monetary assets received for the benefit of bond holders for:
    1. payment of and/or reimbursement of expenses related to fulfillment of its obligations;
    2. fulfillment of obligations of issuer related to bonds.
  2. Monetary assets received by the bond holders’ representative for the benefit of bond holders shall be kept on a separate bank account(s) opened by the bond holders’ representative in a credit institution (special-purpose account of the bond holders’ representative). The special-purpose account of representative of holders of bonds subjected to mandatory centralised storage and admitted to an organised market shall be opened in the central depository.
  3. Monetary assets of bond holders kept on the special-purpose account of a bond holders’ representative cannot be foreclosed an due to the obligations of the bond holders’ representative. The bond holders’ representative shall have no right to enter his own monetary assets onto the special-purpose account of the bond holders’ representative.
    1. If a representative of the bond holders is elected by a general meeting of bond holders, the issuer’s obligations in respect of such bonds shall be deemed discharged as from the date when monetary assets come onto the special account of the representative of such bonds’ owners.
  4. Monetary assets payable to holders of bonds subjected to mandatory centralised storage and received by the bond holders’ representative shall be sent to such holders by means of transfer to the depository that carries out mandatory centralised storage not later than 3 business days after the date of their receipt.The obligation to transfer monetary assets specified in this Item is deemed to be fulfilled by the bond holders’ representative from the date of receipt of the monetary assets on the special depository account of the depository (account of the depository that is a creditinstitution) that carries out mandatory centralised storage of bonds.
  5. Monetary assets received by the depository that carries out mandatory centralised storage of bonds from the bond holders’ representative, shall be paid out to holders of bonds subjected to mandatory centralised storage according to the procedure envisaged by Article7.1 of this Federal Law.
  6. Monetary assets received by the bond holders’ representative and payable to holders of registered bonds, the title to which is recorded by the depository (nominal holder), shall be delivered to holders of such bonds by means of their transfer to the depository at which a personal account of a nominal holder is opened in the register.Monetary assets received by the bond holders’ representative and payable to holders of registered bonds, the title to which is recorded in the register, shall be delivered to such holders by means of their transfer to their bank accounts.
  7. Monetary assets received by the depository at which a personal account of a nominal holder is opened in the register, from the representative of registered bond holders, shall be paid out to holders of such bonds according to the procedure envisaged by Article 8.7 of this Federal Law. In such case the provisions of the said Article that define the procedure for fulfillment of obligation to make payments due to the registered bond holders by the issuer, shall be applied to the procedure for fulfillment of obligation to pay to such bond holders the monetary assets due to them, by the representative of registered bond holders.

Article 29.4. Substitution and Election of the Bond Holders’ Representative

  1. A new bond holders’ representative shall be assigned by the bonds issuer instead of that assigned earlier, in the following cases:
    1. The bond holders’ representative ceases to meet the requirements of Article 29.2 of this Federal Law;
    2. One of the bankruptcy procedures has been launched in respect of the bond holders’ representative;
    3. Measures aimed at elimination of a conflict of interest of the bond holders’ representative do not have any affect within 90 days from the date of the conflict of interest arising;
    4. The agreement with the previous bond holders’ representative shall be terminated unilaterally at the demand of the bond holders’ representative.
  2. If the issuer has not assigned a new bond holders’ representative within 60 days from the date of the circumstances specified in Item 1 of this Article arising, bond holders shall have the right to demand their early redemption. The said right shall cease after the bonds issuer discloses information on assignment of a new bond holders’ representative.
  3. In the event of election of a new bond holders’ representative by a general meeting of bond holders, the authority of the bond holders’ representative representative assigned (elected) earlier shall cease from the date of registration of amendments to the decision on the bond issue (approval by the stock exchange that assigned an identification number to the bond issue), in particular, the information on the new bond holders’ representative.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 amended Article 29.5 of this Federal Law

Article 29.5. Specifics of Presenting the List of Bond Holders upon Demand of the Bond Holders’ Representative

The registrar keeping the register of holders of registered bonds and the depository

responsible for obligatory centralised storage of bonds shall be obliged to provide the list of persons exercising rights on bonds to a representative of bond holders upon his demand. For the purpose of holding a general meeting of bond holders and for fulfillment of obligations established by this Federal Law or other federal laws, the list shall be presented to the bond holders’ representative free of charge, and in other cases – for compensation that shall not exceed the expenses for compilation and provision of such list.

Article 29.6. General Meeting of Bond Holders

  1. Bond holders shall take decisions on issues specified in Article 29.7 of this Federal Law at a general meeting of bond holders.A decision of a general meeting of bond holders shall be binding for all holders of bonds, including those who voted against the decision or abstained from voting.
  2. A general meeting of bond holders shall be held for each bond issue separately.
  3. A decision of a general meeting of bond holders can be taken by absent voting.
  4. Expenses for preparation and holding a general meeting of bond holders that is held upon a decision of the bond issuer shall be borne by such issuer.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 5 of Article 29.6 of this Federal Law See the Item in the previous wording
  5. In the course of holding a general meeting of bond holders only the depository responsible for obligatory centralised storage of bonds or the registrar upon its order, and, for registered bonds – the registrar keeping the register of holders of such bonds, can perform the functions related to checking the authority and to registration of persons participating in such meeting, explain issues arising in connection with execution of the right to vote at such meeting by bond holders (their representatives), clarify the procedure for voting on issues put on a vote, ensure compliance with the procedure for voting and the right of bond holders to participate in it, calculate votes, summarise the results of the voting and prepare the minutes of the voting.
  6. Abrogated.Information on changes:See the text of Item 6 of Article 29.6
  7. Additional requirements for the procedure for convocation, preparation and holding of a general meeting of bond holders shall be established by the Bank of Russia.

According to Decree of the President of the Russian Federation No. 645 of July 25, 2013, the Federal Financial Markets Service was abolished from September 1, 2013 with the transfer of powers to the Bank of Russia

Article 29.7. Competence of a General Meeting of Bond Holders

  1. A general meeting of bond holders shall have the right to take decisions on the following issues:
    1. on consent to the issuer making amendments to the decision on issue (additional issue) of bonds and/or to the prospectus of bonds that are related to the scope of the right attached to the bonds and/or procedure for their exercise, if the decision on such issue is not taken by the bond holders’ representative independently on the basis of a decision of ageneral meeting of bond holders envisaged by Subitem 6 of this Item;
    2. on waiver of the right to demand early redemption of bonds if such right of holders is created;
    3. on waiver of right to make a claim against the person that provided collateral on the bonds of the issuer, including the claim to foreclose on the pledged property, if such right of the holders is created;
    4. on consent to conclusion of an agreement on termination of obligations related to bonds through payoff or a novation in the name of bond holders, and on approval of the terms of such agreement;
    5. on waiver of right to refer to a court with a claim against the bond issuer and/or person that provided collateral on bonds of the issuer, including a claim for acknowledging such persons bankrupts;
    6. on giving the bond holders’ representative the right to take an independent decision on the issue specified in Subitem 1 of this Item;
    7. on election of the bond holders’ representative, including instead of that assigned earlier by the bonds issuer or elected earlier by the general meeting of bond holders;7.1) on exercising (realising) the right to make a claim with court against the bond issuer and/or the person that has provided a security for the issuer’s bonds, in particular a claim for declaring the cited persons bankrupt;
    8. on other issues envisaged by this Federal Law.
  2. A general meeting of bond holders shall not have the right to consider and resolve issues that are not referred to its competence by this Federal Law.

Article 29.8. Decision of a General Meeting of Bond Holders

  1. Voting at the general meeting of bond holders shall be based on the “one bond – one vote” principle. The voting at the general meeting of bond holders shall be carried out with voting ballot papers only.
  2. The right to participate in a general meeting of holders of registered bonds or bonds subjected to centralised storage shall be held by persons that hold such bonds as of the end of the operating day that by seven business days precedes the date of the general meeting of holders of such bonds.
  3. The right to vote at the general meeting of bond holders on issues put to the vote shall be held by all holders of bonds of the corresponding issue, except for:
    1. the issuer of bonds, to which the title to the bonds was transferred through their purchase or an other grounds;
    2. bond holders that are controllers of the bond issuer or institutions under its control;
    3. bond holders that are institutions under the control of persons that control the bond issuer. This provision shall not be applicable if the bond holder is an institution controlled by the Russian Federation, a Russian Federation constituent entity or a municipal body;
    4. bond holders that are persons that provided collateral on such bonds, persons that are their controllers or institutions controlled by them;
    5. the bond holder and institutions under its control – as related to its election as a bond holders’ representative.

    Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 29.8 of this Federal Law with Item 3.1

    3.1. Holder of bonds not having the right to vote at the general meeting of bond holders

    on issues put on vote, shall be obliged to direct information on issues on the agenda, the right to vote on which he does not have, to the registrar keeping the register of holders of registered bonds or the depository responsible for obligatory centralised storage of bonds, not later than 2 business days prior to the date of holding of the general meeting.

  4. A decision on issue put to the vote shall be taken at a general meeting of bond holders by a majority of votes of persons having the right to vote at the general meeting of bond holders, if the necessity of more votes for taking such a decision is not envisaged by this Federal Law.Decisions on issues specified in Subitems 1 – 4 and 6 of Item 1 of Article 29.7 of this Federal Law shall be taken by a general meeting of bond holders by a majority of three quarters of votes of persons having the right to vote at a general meeting of bond holders.A decision on the issue specified in Subitem 5 of Item 1 of Article 29.7 of this Federal Law shall be taken by a general meeting of bond holders by a majority of nine tenths of votes of persons having the right to vote at a general meeting of bond holders.
  5. A bond holder shall have the right to appeal in the arbitration court against a decision taken by the general meeting of bond holders with a breach of the requirements of this Federal Law and other regulatory legal acts of the Russian Federation if it did not participate in the general meeting of bond holders or voted against such decision, and such decision violates its rights and legitimate interests. The appeal can be filed with an arbitration court within 3 months from the day when the bond holder learned or should have learnt of such decision taken. The arbitration court has the right to keep the decision in force, considering all facts of the case, if the voting of such bond holder would not have influenced the results of the voting and the violations are not material.
  6. By voting at a general meeting of bond holders (directing the filled out voting ballot papers) the bond holders thus confirm that they are not persons specified in Subitems 1 – 5 of Item 3 of this Article and have the right to vote on issues put on the agenda of the general meeting of bond holders. A bond holder participating in a general meeting of bond holders shall be liable for the loss inflicted to the issuer and/or other bond holders through its fault as a result of confirmation of unreliable information.

Article 29.9. Preparation and Holding of a General Meeting of Bond Holders

  1. A general meeting of bond holders shall be held by the bond issuer at its decision or upon a demand of the bond holders’ representative or a person (persons) that hold not less than 10 per cent of bonds of the corresponding issue in circulation.
  2. In the case of stating a demand for holding a general meeting of bond holders, the decision on its holding or refusal to hold it shall be taken by the bond issuer not later than 3 business days from the stating of the demand.
  3. If the bond issuer does not take a decision to hold a general meeting of bond holders or to refuse such within the term specified in Item 2 of this Article, the general meeting of bond holders can be held by persons that demanded. Such persons shall have the authority necessary for holding a general meeting of bond holders.
  4. The expenses for preparation and holding of a general meeting of bond holders can be reimbursed at the expense of the bond issuer if the bond issuer failed to take a decision to hold a general meeting of bond holders within the term specified in Item 2 of this Article or took a decision to refuse such without sufficient grounds.

Article 29.10. Information on Holding a General Meeting of Bond Holders

  1. A notification of holding of a general meeting of bond holders, the information to be provided to persons having the right to participate in a general meeting of bond holders and the voting ballot papers (hereinafter also the materials for the general meeting of bondholders) shall be distributed not later than 10 business days prior to such meeting.
  2. Materials for the general meeting of holders of registered bonds or bonds subjected to mandatory centralised storage shall be sent to the registrar or the depository that carries out the mandatory centralised storage of bonds in electronic form (in the form of electronic documents bearing an electronic signature), if other way of delivering such materials is not envisaged by the rules for keeping the register or by the agreement concluded with such depository.
  3. The holder of the register shall send the materials for the general meeting of holders of registered bonds to nominal holders of such bonds that have personal accounts opened in the register in electronic form (in the form of electronic documents bearing an electronic signature), and to the persons, whose title to registered bonds is accounted for on other accounts opened in the register – by a registered letter, if other way of deliviring such materials envisaged by the rules for holding the register, is not specified by such persons.
  4. The depository that carries out mandatory centralised storage of bonds and the nominal holder of the bonds are obliged to bring the materials for the general meeting of bond holders received by them to the knowledge of their depositors according to the procedure established in the agreement with the depositor.

Article 29.11. Persons Exercising Their Rights Related to Bonds

The provisions of this Chapter related to bond holders shall also be applicable to persons exercising their rights to bonds in compliance with the federal laws.

Section IV. The Information Support of the Securities Market

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 amended the title of Chapter 7 of this Federal Law. The amendments shall enter into force on January 2, 2013

Chapter 7. On the Disclosure of Information in the Securities Market

See Regulations on Disclosure of Information by Issuers of Emissive Securities endorsed by Order of the Federal Service on Financial Markets No. 06-117/pz-n of October 10, 2006

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 amended the title of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013

Article 30. Disclosure of Information

  1. Disclosure of information in the securities market means making it accessible to all persons concerned, regardless of the purposes of receiving such information, in a procedure that guarantees its discovery and receipt. Disclosed information in the securities market shall be deemed such information in respect of which actions have been taken that are aimed at disclosing it.
  2. Information that does not require privileges for access to it or is subject to disclosurein keeping with this Federal Law shall be deemed generally accessible information in the securities market.
  3. Abrogated from January 2, 2013.Information on changes:See the text of Item 3 of Article 30Federal Law No. 379-FZ of December 21, 2013 amended Item 4 of Article 30 of this Federal Law. The amendments shall enter into force on January 1, 2014See the Item in the previous wording
  4. In the event of the registration of a securities’ issue prospectus, admittance of exchange bonds and Russian depository notes to organised trading with presentation to an exchange of a prospectus of the cited securities for such admittance, the issuer after the start of placing the corresponding serial securities or, if it is provided for by a securities prospectus, after its registration, admission of exchange bonds or Russian depository notes to organised trade is bound to disclose information to the securities market in the following form:
    1. a quarterly report of the issuer of serial securities (a quarterly report);
    2. the issuer’s consolidated financial reports/statements;
    3. reports on material facts.

    Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 30 of this Federal Law with Item 4.1

    4.1. In case of registration of the prospect of shares in case of acquisition of a public status by an issuer that is not a joint-stock company, such issuer shall be obliged to disclose information in the securities market in accordance with Item 4 of his Article after the decision on registration of the securities prospect (entering of information on legal name of the issuer, indicating its public status, in the unified state register of legal entities) enters into force.

    Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 5 of Article 30 of this Federal Law. The new wording of the Item shall enter into force on January 2, 2013See the Item in the previous wording

  5. The redemption of stocks in respect of which a securities prospectus has been registered as a result of their converting into stocks having a higher or lower nominal value, in particular in connection with their consolidation or splitting, shall not entail termination of the obligation to disclose the information provided for by this article.
  6. The following shall be included in a quarterly report for the first quarter:Information on changes: Federal Law No. 282-FZ of December 29, 2012 reworded Subitem 1 of Item 6 of Article 30 of this Federal Law. The new wording of the Subitem shall enter into force on January 2, 2013See the Subitem in the previous wording
    1. the issuer’s accounting (financial) reports/statements for the last complete accounting year with an audit opinion in respect of such reports/statements attached thereto;Information on changes: Federal Law No. 282-FZ of December 29, 2012 reworded Subitem 2 of Item 6 of Article 30 of this Federal Law. The new wording of the Subitem shall enter into force on January 2, 2013See the Subitem in the previous wording
    2. the issuer’s accounting (financial) reports/statements for the complete accounting period consisting of three months of the accounting year.

    Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 7 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013

  7. Quarterly reports for the second and third quarters shall comprise the issuer’s interim accounting (financial) reports/statements for the completed accounting periods consisting of six and nine months of the accounting year, respectively. The issuer’s accounting (financial) reports shall not be included in a quarterly report for the fourth quarter.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 8 of Article 30 of this Federal Law. The new wording of the Item shall enter into force on January 2, 2013See the Item in the previous wording
  8. In the event of registering a securitised bond prospectus or in the event of presenting to an exchange a securitised bond prospectus for their admission to organised trading, data on the provided security and on the persons that provided it shall be included in a quarterly report.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 9 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
  9. Apart from the information provided for by Items 6 – 8 of this article, a quarterly report must also contain other information specified by regulatory acts of the Bank of Russia.
  10. A quarterly report must be endorsed by the issuer’s authorised body, if in compliance with the cited issuer’s constituent documents (the charter thereof) a quarterly report is subject to endorsement by such issuer’s authorised body, and it must be also signed by the person holding the position (exercising the functions) of the issuer’s one-man executive body and by the issuer’s chief accountant (by a different person exercising the functions thereof) who thereby confirm the reliability of all the information contained in it.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 11 of Article 30 of this Federal Law. The new wording of the Item shall enter into force on January 2, 2013
  11. The persons who have signed the quarterly report, the auditing firm that has drawn up an audit statement in respect of the issuer’s accounting (financial) reports/statements and the auditing organisation that has drawn up an audit statement in respect of the accounting (financial) reports/statements of the person that has provided security for the issuer’s bonds (in particular in respect of consolidated financial reports/statements), which are disclosed within the composition of a quarterly report and, if in compliance with the issuer’s constituent documents (charter) a quarterly report is subject to endorsement by the issuer’s authorised body, also the persons that have endorsed the quarterly report (who have voted for its endorsement) shall be jointly held vicariously liable for the losses caused by the issuer to an investor and/or to a securities’ owner as a result of the information contained in the report that is unreliable, incomplete and/or misleading and confirmed by them. The limitation period for repair of losses for the reasons cited in this item shall start running from the date when the corresponding quarterly report is disclosed.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 12 of Article 30 of thisFederal Law. The new wording of the Item shall enter into force on January 2, 2013
  12. The issuer’s consolidated financial reports/statements shall be drawn up in compliance with the requirements of federal laws and other regulatory legal acts of the Russian Federation. The issuer’s annual consolidated financial reports/statements for the last complete financial year with an audit opinion in respect of such reports/statements attached thereto shall be disclosed within three days as from the date of drawing up an audit statement but no later than 120 days after the end date of the cited accounting year, and shall be included in the quarterly report for the second quarter of the following financial year or, if it is drawn up before the end date of the first quarter of the following financial year, in the quarterly report for the first quarter of the following financial year. The issuer’s interim consolidated financial reports/statements shall be disclosed within three days after the date when they are drawn up, but no later than 60 days after the end date of the second quarter of the accounting year, and shall be included in the quarterly report for the third quarter of the accounting year.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 13 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013
  13. As significant facts shall be deemed the data which, should they be disclosed, can significantly influence the cost and quotations of the issuer’s serial securities.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013See the Item in the previous wordingfacts:
  14. The following data are subject to disclosure in the form of reports on significant
    1. on convocation and holding of a general meeting of the issuer’s participants(stockholders), as well as on decisions adopted by a general meeting of the issuer’s participants (stockholders);Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 2 of Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
    2. on holding a meeting of the issuer’s board of directors (supervisory board) and on its agenda, as well as on the following decisions adopted by the issuer’s board of directors (supervisory board):on placing the issuer’s serial securities;on acquisition by the issuer of the securities placed by it;on establishing the issuer’s executive body and on early termination (suspension) of the authority thereof;on recommendations on payment of dividends on the issuer’s stocks and on the procedure for their payment;on endorsing the issuer’s internal documents;on approving transactions that are recognized in compliance with the legislation of the Russian Federation as major transactions and/or interested party transactions;on other decisions a list of which is established by regulatory acts of the Bank of Russia;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 3 of Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
    3. on instances when the issuer’s board of directors (supervisory board) fails to render decisions that must be adopted in compliance with federal laws, as well as the decisions a list of which is established by regulatory acts of the Bank of Russia;
    4. on the issuer forwarding an application for making entries in the comprehensive state register of legal entities connected with the issuer’s re-organisation, termination of activities or with liquidation thereof, or, if the body engaged in the state registration of legal entities renders a decision to deny making the cited entries, data on such decision’s adoption;
    5. on the appearance of an organisation that is controlled by the issuer and is of significant importance to it, as well as on termination of grounds for the exercise of control over such organisation;
    6. on the appearance of a person controlling the issuer, as well as on termination of grounds for the exercise of such control;
    7. on adoption of the decision on re-organisation or liquidation by an organisation which the issuer is controlled by, by an organisation which is controlled by the issuer that is of significant importance for it or by the person that has provided security for this issuer’s bonds;
    8. on making entries in the comprehensive state register of legal entities connected with re-organisation, termination of activities or with liquidation of an organisation controlling the issuer, of an organisation which is controlled by the issuer and which is of significant importance for it or of the person that has provided security for this issuer’s bonds;
    9. on the appearance of the signs of insolvency (bankruptcy) of the issuer, a person controlling it, an organisation controlled by the issuer or of the person that has provided security for this issuer’s bonds, which are provided for by the legislation of the Russian Federation on insolvency (bankruptcy);
    10. on acceptance by an arbitration court of an application on declaring bankrupt the issuer, a person controlling it, an organisation controlled by the issuer which is of significant importance to it or the person that has provided security for this issuer’s bonds, as well as on adoption by an arbitration court of the decision to declare the cited persons bankrupt, on application in respect of them of one of bankruptcy procedures or on termination of bankruptcy proceedings in respect of them;
    11. on the making against the issuer, a person controlling him, an organisation controlled by the issuer which is of significant importance to it or the person that has provided security for this issuer’s bonds of a claim for ten and more per cent of the balance sheet value of the cited persons’ assets as of the end date of the accounting period (quarter, year) that precedes the making of the claim, in respect of which the fixed time period for submitting accounting (financial) reports/statements has expired or another claim whose satisfaction, in the issuer’s opinion, may significantly influence the financial and economic position of the issuer or of the cited persons;Information on changes:Federal Law No. 210-FZ of July 23, 2013 reworded Subitem 12 of Item 14 of Article 30 of this Federal Law. The new wording shall enter into force on July 1, 2014. See the procedure for applying these amendments 
    12. on the date as of which the persons having the right to exercise their rights to equity securities of the issuer are defined, including the date as of which the list of persons having the right to participate in a general meeting of bond holders of the issuer is compiled;
    13. on the stages of the procedure for issuance of the issuer’s serial securities;
    14. on suspending and resuming the issuance of the issuer’s serial securities;
    15. on declaring an issue (additional issue) of the issuer’s serial securities frustrated or invalid;
    16. on redemption of the issuer’s serial securities;
    17. on charged and/or paid income on the issuer’s serial securities;
    18. on the issuer signing a contract with a Russian trade organiser on including his emission securities into the list of securities admitted to organised auctions by the Russian trade organiser, as well as a contract with a Russian exchange on including the issuer’s emission securities into the quotation list of the Russian exchange;
    19. on including the issuer’s serial securities in a list of securities admitted to sales by a Russian trade promoter or on their exclusion from the cited list, as well as on the inclusion in the quotation list of a Russian exchange of the issuer’s serial securities or on their exclusion from the cited list;
    20. on the issuer making an agreement on the inclusion of the issuer’s serial securities or securities of a foreign issuer certifying rights in respect of serial securities of a Russian issuer in the list of securities admitted to sales in a foreign organised (controlled) financialmarket, as well as a contract with a foreign exchange on the inclusion of such securities in the quotation list of the foreign exchange;
    21. on the inclusion of the issuer’s serial securities or of a foreign issuer’s securities certifying rights in respect of securities of a Russian issuer in the list of securities admitted to sales in a foreign organised (controlled) financial market and on the exclusion of such securities from the cited list, as well as the inclusion of such securities in the quotation list of a foreign exchange or on their exclusion from the cited list;
    22. on the issuer making an agreement on maintaining (stabilizing) the prices of the issuer’s serial securities (securities of a foreign issuer certifying rights in respect of securities of a Russian issuer), as well as on termination of such agreement;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 23 of Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
    23. on the issuer filing an application for obtainment of a permit of the Bank of Russia to place and/or to organise circulation of serial securities thereof outside the Russian Federation, as well as on obtainment of the cited permit;
    24. on the issuer’s failure to discharge its obligations with respect to owners of serial securities thereof;
    25. on acquisition by a person or termination of the rights of a person to dispose of, directly or indirectly (through the persons under control thereof) independently or jointly with other persons connected with it by an agreement of property trust management and/or of ordinary partnership and/or of agency and/or of a joint-stock agreement and/or other agreement whose subject is the exercise of the rights certified by the issuer’s stocks (shares), a definite number of votes associated with the voting stocks (shares) constituting the issuer’s authorized capital, if the cited number of votes amounts to 5 per cent or has become more or less than 5, 10, 15, 20, 25, 30, 50, 75 or 95 per cent of the total number of votes associated with the voting stocks (shares) constituting the issuer’s authorized capital;
    26. on the issuer receiving, in compliance with Chapter XI.1 of Federal Law No. 208-FZ of December 26, 1995 on Joint-Stock Companies (hereinafter referred to as the Federal Law on Joint-Stock Companies), a voluntary, and also competitive, or mandatory offer for sale of serial securities thereof, as well as on the amendments made in the cited offers;
    27. on the issuer receiving, in compliance with Chapter XI.1 of the Federal Law on Joint-Stock Companies, a notice of the right to demand the redemption of the issuer’s serial securities or the demand for redemption of the issuer’s serial securities;
    28. on the issuer disclosing the quarterly reports provided for by Subitem 1 of Item 4 of this Article;
    29. on the issuer disclosing or submitting interim (quarterly) or annual consolidated financial reports/statements, in particular those which are prepared in compliance with international standards of financial reports/statements and other foreign standards for financial reports/statements, as well as on presenting an audit opinion prepared in respect of such reports/statements;
    30. on detecting errors in the issuer’s previously disclosed accounting (financial) reports/statements;
    31. on the issuer or the person that has provided security for the issuer’s bonds making a transaction amounting to 10 or more per cent of the balance sheet value of assets of the issuer or of the cited person as of the end date of an accounting period (quarter, year) whichprecedes the making of the transaction and in respect of which the fixed time period for submitting accounting (financial) reports/statements has expired;
    32. on an organisation that controls the issuer or is controlled by the issuer that is of significant importance to it making a transaction which is recognized as a major transaction in compliance with the legislation of the Russian Federation;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 23 of Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
    33. on the issuer making an interested party transaction whose obligatory endorsement by the issuer’s authorized managerial body is provided for by the legislation of the Russian Federation, if the amount of such transaction exceeds the normative standard established by regulatory acts of the Bank of Russia;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 34 of Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
    34. on changing the composition and/or the extent of the subject of pledge for the issuer’s pledge-backed bonds or, if the composition and/or the extent of the subject of pledge for the issuer’s mortgage-secured bonds have changed, data on such changes, if they exceed the normative standard established by regulatory acts of the Bank of Russia;
    35. on changes in the value of assets of the person that has provided security for the issuer’s bonds which amount to 10 or more per cent or on any other significant, in the issuer’s opinion, changes in such person’s financial and economic position;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 36 of Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
    36. on obtainment by the issuer of the right or on termination of the issuer’s right to dispose of, directly or indirectly (through the persons under control thereof) independently or jointly with other persons connected with it by an agreement of property trust management and/or of ordinary partnership and/or of agency and/or of a joint-stock agreement and/or other agreement whose subject is the exercise of rights certified by stocks (shares) of an organisation whose serial securities are included in a list of securities admitted by the trade organiser to sales at an organised auction, or whose asset value exceeds the normative standard established by regulatory acts of the Bank of Russia, a definite number of votes associated with the voting stocks (shares) constituting the cited organisation’s authorised capital, if the cited number of votes constitutes 5 per cent or has become more or less that 5, 10, 15, 20, 25, 30, 50, 75 or 95 per cent of the total number of votes associated with the voting stocks (shares) constituting such organisation’s authorised capital.
    37. on the making by the issuer, by a person controlling it or by an organisation controlled by the issuer of an agreement providing for the duty of acquiring serial securities ofthe cited issuer;
    38. on obtaining, suspending, renewing, re-issuing, withdrawing (canceling) or on terminating for any other reasons the issuer’s permit (licence) to exercise a certain kind of activities which is of significant financial and economic importance for the cited issuer;
    39. on the expiry of the term of office of the one-man executive body and/or members of the collective executive body of the issuer;
    40. on changing the stockholding in the authorized (pooled) capital of the issuer and of the organisations controlled by the issuer that are of significant importance to it:of the persons who are members of the board of directors (supervisory board) or members of the collective executive body of the issuer, as well as of the persons holding the office (exercising the functions) of the issuer’s one-man executive body;of the persons who are members of the board of directors (supervisory board), members of the collective executive body of the management organisation, as well as of the person holding the office (exercising the functions) of the one-man executive body of the management organisation, if the authority of the issuer’s one-man executive body have been transferred to the management organisation;
    41. on the rise and/or termination of the right of owners of the issuer’s bonds to demand of the issuer the early redemption of the issuer’s bonds possessed by them;
    42. on the awarding of a rating to serial securities and/or to the issuer thereof and/or its changing by a rating agency on the basis of an agreement made with the issuer;
    43. on attracting or replacing organisations that render intermediary services to the issuer when the issuer discharges commitments under bonds or other serial securities of the issuer, citing their denominations, locations and amounts of remunerations for the services rendered, as well as on changes in the cited data;Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Subitem 44 of Item 14 of Article 30 of this Federal Law 
    44. on a dispute connected with the issuer’s establishment, its management or participation therein, in particular on receipt of a notification of the intent to file an application (suit) with the arbitration court, on initiation of proceedings by an arbitration court and on taking over an application (a statement of claim), on changing the ground for and the subject of a previously made claim, on taking security measures, on rejecting a claim, on confession of a claim, on making an amicable agreement, on adoption of a judicial act whose adoption proceedings in respect of a case in an arbitration court of the first instance has finished;
    45. on making claims against the person that has provided security for the issuer’s bonds which are connected with the discharge of commitments under such bonds;
    46. on placing bonds and other financial instruments certifying debt obligations to be discharged on the issuer’s account outside the Russian Federation;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 47 of Item 14 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
    47. on the decision of the Bank of Russia on relieving the issuer of the duty to discloseinformation in compliance with this Article;
    48. on acquisition (alienation) of the issuer’s voting stocks (shares) or securities of a foreign issuer certifying rights with respect to the issuer’s voting stocks by the issuer and/or by organisations controlled by the issuer, in particular by organisations included in the group of organisations defined in compliance with the legislation of the Russian Federation for the purpose of drawing up the issuer’s consolidated financial reports/statements. The cited requirements shall not extend to acquisition of securities by the mentioned controlled organisations, if the latter are brokers and/or trust managers and have made a transaction in their own name but at the expense of a client that is not the issuer and/or an organisation controlled by it;
    49. those which are forwarded or presented by the issuer to an appropriate body (appropriate organisation) of a foreign state, a foreign exchange and/or other organisations in compliance with foreign law for the purpose of their disclosure or presentation to foreign investors in connection with placement or circulation of the issuer’s serial securities outside the Russian Federation, in particular by way of acquisition of securities of a foreign issuer which are being placed (have been placed) in compliance with foreign law;Information on changes: Federal Law No. 210-FZ of July 23, 2013 supplemented Item 14 of Article 30 of this Federal Law with Subitem 49.1. The Subitem shall enter into force on July 1, 2014. See the procedure for applying these amendments
      1. on holding and the agenda of the general meeting of holders of the issuer’s bonds as well as on decisions taken by the general meeting of holders of the issuer’s bonds;Information on changes: Federal Law No. 210-FZ of July 23, 2013 supplemented Item 14 of Article 30 of this Federal Law with Subitem 49.2. The Subitem shall enter into force on July 1, 2014. See the procedure for applying these amendments
      2. on assignment of a new bond holders’ representative by the bonds issuer;
    50. those which, in the issuer’s opinion, significantly influence the value of serial securities thereof.

    Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 15 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013

  15. Copies of quarterly reports, consolidated financial reports/statements, the audit opinion drawn up in respect of such reports/statements and reports on significant facts must be presented by the issuer to any persons concerned upon their demand for a payment that does not exceed the outlays on making such copies.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 16 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013
  16. If information concerning the decision on the approval of a transaction adopted by the issuer’s authorized body before making it is subject to disclosure of data on the terms of such transaction, as well as on the person (persons) which is (are) a party (parties) thereto or a beneficiary (beneficiaries) may not be disclosed before making the transaction, if it is provided for by the decision on its approval adopted by the issuer’s authorized managerial body.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 17 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013
  17. Issuers that are obliged in compliance with this article to disclose information shall disclose information on changing the address of the Internet page (site) thereof used by them for disclosing information in the procedure and at the time stipulated for disclosure of data in the form of reports on significant facts.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 18 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013
  18. The person that has provided security for the issuer’s bonds is obliged to supply to the issuer the data stipulated by Item 14 of this article, which concern the cited person or the financial-and-economic activities thereof, as well as the data required for drawing up the issuer’s quarterly report, in particular the accounting (financial) reports/statements. The data required for drawing up a quarterly report shall be provided to the issuer at the time fixed by an agreement made with the issuer, while the data stipulated by Item 14 of this article, at the latest on the day following the day when the person that has provided security for the issuer’s bonds learned or should have learned about the occurrence of appropriate significant facts. The person that has provided security for the issuer’s bonds shall be held liable for the losses caused to an investor and/or the bonds’ owner as a result of the issuer disclosing unreliable, incomplete and/or misleading information provided thereto by the cited person.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 19 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013
  19. A participant (stockholder) of the issuer obliged to disclose information in compliance with this article, which holds 5 and more per cent of the voting stocks (shares) of such issuer, is bound to provide information about a person (the appearance of a person) that controls it or about the absence thereof (or termination of the grounds for such control).Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 20 of Article 30 of thisFederal Law. The amendments shall enter into force on January 2, 2013
  20. The person cited in Subitem 25 of Item 14 of this article is obliged to present information about the obtainment or termination of the right to dispose of, directly or indirectly (through persons under control thereof) independently or jointly with other persons connected with it by an agreement of property trust management and/or of ordinary partnership and/or of agency and/or of a joint-stock agreement and/or other agreement on the exercise of rights certified by the issuer’s stocks (shares), a definite number of votes associated with the voting stocks (shares) constituting the authorized capital of the issuer which is bound to disclose information in compliance with this article, if the cited number of votes amounts to 5 per cent or has become more or less that 5, 10, 15, 20, 25, 30, 50, 75 or 95 per cent of the total number of votes associated with the voting stocks (shares) constituting such issuer’s authorised capital.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 21 of Article 30 of this Federal Law. The amendments shall enter into force on January 2, 2013
  21. An organisation controlled by the issuer bound to disclose information in compliance with this article is obliged to provide information on acquisition (alienation) of voting stocks (shares) of such issuer or securities of a foreign issuer certifying the rights in respect of such issuer’s voting stocks. The cited requirement shall not extend to the acquisition of securities by organisations controllable by the issuer, if the former have made a transaction in their own name but at the expense of a client and/or in the interests of a client that is not the issuer and/or an organisation under the control thereof, provided that these organisations are brokers, dealers and/or trust managers or foreign organisations entitled under their personal law to exercise corresponding activities in the securities market.
  22. The issuer’s stockholder (stockholders) or other persons that have obtained the authority necessary for convocation and holding of an extraordinary general meeting of stockholders of the cited issuer, in compliance with the Federal Law on Joint-Stock Companies, are obliged at the latest on the day following the date when they learned or should have learned that they were charged with execution of the effective court decision on forcing the given issuer to hold an extraordinary general meeting of stockholders to provide information on the obtainment of the cited authority.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 23 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
  23. The persons cited in Items 19 – 22 of this article shall provide the information stipulated by the cited items by forwarding a notice to the issuer and to the Bank of Russia. The requirements for the content, form, time of and procedure for forwarding such notice shall be established by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 24 of Article 30 of this Federal Law
  24. A person acquiring serial securities of a public joint-stock company on the basis of a voluntary, and also competitive, or mandatory offer provided for by Chapter XI.1 of the Federal Law on Joint Stock Companies which concerns the acquisition of serial securities circulating at organised auctions is obliged to disclose the following in the procedure stipulated by regulatory acts of the Bank of Russia:
    1. information about forwarding a voluntary, and also competitive, or mandatory offer to the Bank of Russia. The cited information shall be disclosed at the latest on the day following the date when the appropriate offer is forwarded to the Bank of Russia;
    2. the content of the voluntary, and also competitive, or mandatory offer. The appropriate offer shall be disclosed at the latest on the day following the end date of the time period fixed for its consideration by the Bank of Russia, if within the cited time period the Bank of Russia did not issue an order to bring the voluntary, and also competitive, or mandatory offer into accord with the requirements of the Federal Law on Joint-Stock Companies.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 25 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013

  25. A professional participant in the securities market is obliged to disclose the information provided for by federal laws and regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 26 of Article 30 of this Federal Law. The amendments shall enter into force on September 1, 2013
  26. The composition and volume of the information, procedure for and time for its disclosure and presentation in the securities market, as well as a procedure for and time of presenting reports by professional securities market participants, are defined by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 145-FZ of July 28, 2012 supplemented Article 30 of this Federal Law with Item 27. The provisions of Item 27 of Article 30 of this Federal Law (in the wording of Federal Law No. 145-FZ of July 28, 2012) shall extend to the legal relations resulting from the repo contracts made by the Central Bank of the Russian Federation before the date when the said Federal Law enters into force
  27. The requirements provided for by Items 19 and 20 of this article shall not extend to the Central Bank of the Russian Federation in case of the acquisition by it of a corresponding number of stocks (votes) under the first part of a repo agreement that provides for the timeperiod for the discharge of the second part of the repo agreement of at most 30 days and on condition of the execution of the second part of the repo agreement at the time fixed by this agreement.Information on changes:Federal Law No. 282-FZ of December 29, 2012 supplemented Article 30 of this Federal Law with Item 28. The Item shall enter into force on January 2, 2013
  28. In the event of admission to organised trading of serial securities in respect of which a securities prospectus has not been registered, the requirements for disclosure of information by issuers of such serial securities shall be defined by the trade promoter.

Information on changes:

Federal Law No. 282-FZ of December 29, 2012 amended the title of Article 30.1 of this Federal Law. The amendments shall enter into force on January 2, 2013

Article 30.1. The Issuer’s Relief from the Duty to Disclose Information on Securities

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Item 1 of Article 30.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

  1. By the decision of the Bank of Russia the issuer that is a joint-stock company can be released from the obligation to disclose information in accordance with Article 30 of this Federal Law. The said decision shall be taken by the Bank of Russia on the basis of application filed by such issuer (hereinafter in this Article – application of the issuer), if the following conditions are met at the same time:Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 1 of Item 1 of Article 30.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
    1. if the decision on filing the application provided for by this article with the Bank of Russia is adopted by the issuer in the procedure established by the Federal Law on Joint-Stock Companies;Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Subitem 2 of Item 1 of Article 30.1 of this Federal Law 
    2. if the issuer that is not a public joint-stock company has no other equity securities, except for shares, for which the securities prospect is registered;Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Subitem 3 of Item 1 of Article 30.1 of this Federal Law 
    3. if shares and equity securities of the issuer convertible into its shares and, for the issuer that is not a public joint-stock company – also any other its equity securities are not included in the list of securities admitted for organised trading;
    4. if the number of the issuer’s stockholders does not exceed 500.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Item 1 of Article 30.1 of this Federal Law with Subitem 5
    5. if the issuer that is a public joint-stock company took a decision on making amendments to the charter of such issuer that exclude the indication that such issuer is a public joint-stock company, according to the procedure established by the Federal Law On Joint-Stock Companies.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 2 of Article 30.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

  2. The documents that prove the issuer meets the conditions established by Item 1 of this article shall be attached to the issuer’s application. An exhaustive list of such documents shall be defined by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 30.1 of this Federal Law with Item 2.1
    1. Application of the issuer that is a public joint-stock company and the documents attached thereto shall be provided to the Bank of Russia before entering of information on the legal name of the issuer without the indication of its public status in the unified state register of legal entities.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 3 of Article 30.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  3. The Bank of Russia shall render a decision on the basis of the issuer’s application within 30 days from the date when it is received. The Bank of Russia is entitled to check the reliability of the data contained in the issuer’s application and in the documents provided for by Item 2 of this article which are attached thereto. In such case, the running of the time periodprovided for by this item may be suspended for the period of checking but at most for 30 days.Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 30.1 of this Federal Law with Item 3.1
    1. Decision of the Bank of Russia on release of the issuer that is a public joint-stock company, from the obligation to disclose information in accordance with Article 30 of this Federal Law shall be taken before entering of information on the legal name of the issuer without indication of its public status in the unified state register of legal entities, and shall enter into force from the day of entering of the said information in the unified state register of legal entities. The decision of the Bank of Russia envisaged by this Item shall not release the issuer from the obligation to disclose information in accordance with Article 30 of this Federal Law due to the registration of the prospect of equity securities of such issuer other than its shares, or admittance of equity securities of such issuer other than its shares to the organised trading, providing the securities prospect for such admission to the trade organiser.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 4 of Article 30.1 of this Federal Law. The amendments shall enter into force on January 2, 2013
  4. The following shall be deemed grounds for the refusal to relieve the issuer of the duty of disclosing information in compliance with Article 30 of this Federal Law:
    1. failure to meet the conditions established by Item 1 of this article;
    2. detecting false data or data which are not true to fact (unreliable data) in the documents presented by the issuer;
    3. the issuer’s failure to present all necessary documents which prove it meets the conditions established by Item 1 of this Article;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 4 of Item 4 of Article 30.1 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Subitem in the previous wording
    4. failure to present the documents necessary for adoption of the decision to relieve the issuer of the duty of disclosing information in compliance with Article 30 of this Federal Law within 30 days at request of the Bank of Russia.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 5 of Article 30.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

  5. The procedure for consideration of issuers’ applications shall be established by regulatory acts of the Bank of Russia.

Federal Law No. 264-FZ of October 4, 2010 supplemented this Federal Law with Article

    1. The Article shall enter into force upon the expiry of 180 days from the date of the official publication of the said Federal LawArticle 30.2. Information about Securities and about Derivative Financial Instruments Intended for Qualified InvestorsInformation on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 1 of Article 30.2 of thisFederal Law. The new wording of the Item shall enter into force on January 2, 2013
      1. In the event of disclosing information about securities, in particular on investment shares of unit investment funds, and about the derivative financial instruments intended for qualified investors, such information shall contain an indication that it is addressed to qualified investors.
      2. Abrogated from January 2, 2013.Information on changes:See the text of Item 2 of Article 30.2
      3. Abrogated from January 2, 2013.Information on changes:See the text of Item 3 of Article 30.2
      4. Securities and derivative financial instruments intended for qualified investors may not be offered to an unlimited circle of persons, in particular through advertising, as well as to persons who are not qualified investors.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented this Federal Law with Chapter 7.1. The Chapter shall enter into force on July 1, 2016

Chapter 8. On the Use of Official Information in the Securities Market

Abrogated upon the expiry of 180 days from the date of the official publication of Federal Law No. 224-FZ of July 27, 2010.

Information on changes:

Chapter 9. On Advertisements in the Security Market

Abrogated from February 1, 2007.

Information on changes:

Section V. The Regulation of the Securities Market

Chapter 10. The Principles of the Regulation of the Securities Market

Information on changes:

Federal Law No. 63-FZ of April 26, 2007 amended Article 38 of this Federal Law. The amendments shall enter into force from January 1, 2008

Article 38. The Principles of the Regulation of the Securities Market The securities market shall be regulated by the State by means of:

the establishment of compulsory requirements for the activity of professional securities market-makers and its standards;

the registration of issues of securities and issue prospectuses and the exercise of control over the observance by the issuers of the conditions and obligations envisaged by them;

the licensing of the activity of the professional securities market-makers;

the creation of a system of protecting the rights of owners and of controlling their observance by the issuers and the professional securities market-makers;

the prohibition and thwarting of the activity of the persons engaged in business on the securities market without the relevant license.

Chapter 11. The Regulation of the Activity of Professional Securities Market-Makers

Information on changes:

Federal Law No. 83-FZ of May 17, 2007 reworded Article 39 of this Federal Law

Article 39. Licensing of the Activity of Professional Securities Market-Makers

Information on changes:

Federal Law No. 379-FZ of December 21, 2013 amended Item 1 of Article 39 of this Federal Law. The amendments shall enter into force on January 1, 2014

  1. The professional activity of all types in the securities market referred to in Articles from 3 to 5, 7 and 8 of this Federal Law, shall be performed on the basis of a special permit, that is, the licence issued by the Bank of Russia, except for the case provided for by Part Two of this article.
  2. The right to exercise some kinds of professional activities in the securities market may be granted to a state corporation by the federal law serving as a basis for establishment thereof.
  3. Credit organizations and state corporations shall carry out professional activities in the securities market in the order prescribed by this Federal Law and other federal laws, as well as by normative legal acts of the Russian Federation adopted in compliance with them in respect of the professional securities market-makers.
  4. As an additional ground for the refusal to issue to a credit organisation the licence for exercising professional activities in the securities market, for its suspension or cancellationshall be deemed cancellation or withdrawal of the banking licence issued by the Bank of Russia.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 5 of Article 39 of this Federal Law. The amendments shall enter into force on September 1, 2013
  5. The Bank of Russia shall exercise control over the activities of professional securities market-makers.Information on changes:Federal Law No. 327-FZ of November 21, 2011 reworded part 6 of Article 39 of this Federal Law. The new wording shall enter into force on January 1, 2013 
  6. Activities of professional securities market makers are licensed by two kinds of licences: a licence of a professional securities market maker and a licence for the performance of an activity involved in keeping a register.At a licence-seeker’s application, he may be issued a licence of a professional securities market maker for the performance of broker’s activity only for the conclusion of contracts which are derivative financial instruments whose basic asset is a commodity.The licensing terms and the demands made on the broker’s activity may be different, depending on the transactions and operations made when performing the broker’s activity.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 39 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. The condition for rendering by a broker and/or a dealer services related to the preparation of a securities issue prospectus shall be the compliance thereof with the requirements for the amount of their own capital and with the qualification requirements in respect of employees (workers) established by regulatory acts of the Bank of Russia.

Information on changes:

Federal Law No. 231-FZ of July 13, 2015 supplemented Article 39 of this Federal Law with Item 8. The Item shall enter into force on February 9, 2016

Federal Law No. 210-FZ of June 29, 2015 supplemented Chapter 11 of this Federal Law with Article 39.1

Article 39.1. Cancellation and Suspension of a Licence

  1. A licence for professional activities in the securities market can be cancelled by the Bank of Russia:
    1. on the basis of a written application of the professional securities market participant for cancellation of the licence;
    2. in case of multiple non-execution by the professional securities market participant ofinstructions of the Bank of Russia during a year;
    3. in case of multiple violation by the professional securities market participant of terms for submittal of reports envisaged by federal laws and regulatory acts adopted in accordance therewith in the course of professional activities in the securities market by more than 15 business days during a year;
    4. in case of multiple violation by the professional securities market participant of the requirements for disclosure (provision) of information and documents envisaged by federal laws and regulatory acts adopted in accordance therewith in the course of professional activities in the securities market during a year;
    5. in case of absence of the person having a licence for professional activities in the securities market at the address specified in the unified state register of legal entities (address of the legal entity);
    6. in case of termination of administration of current activities of the professional securities market participant (taking a decision on suspension or early termination of the authority of the sole executive body without simultaneous taking of a decision on forming of a temporary sole executive body or a new sole executive body, or absence of the person executing functions of a sole executive body for more than one month without conferring his powers to other person that meets the requirements for the person executing functions of a sole executive body);
    7. in case of multiple violation by the professional securities market participant of requirements of the legislation of the Russian Federation on securities and/or on enforcement proceedings during one year;
    8. in case of multiple violation by the professional securities market participant of the requirements of Articles 6 and 7 (except for Item 3 of Article 7) of the Federal Law On Countering the Legalisation of Illegal Earnings (Money Laundering) and Financing of Terrorism during one year;
    9. in case of multiple violation by the professional securities market participant of requirements for keeping a register of creditors’ claims and other requirements established by Federal Law No. 127-FZ of October 26, 2002 On Insolvency (Bankruptcy) during one year;
    10. in case of multiple violation by the professional securities market participant of requirements of the Federal Law On Combating Illegitimate Use of Insider Information and Market Manipulation and on Making Amendments to Certain Legislative Acts of the Russian Federation and regulatory legal acts adopted in accordance therewith during one year;
    11. in case of multiple violation by the professional securities market participant of requirements for the activities or carrying out of operations whose carrying out is allowed in accordance with the requirements of federal laws only on the basis of a licence of the professional securities market participant, including that in the course of executing functions of a transfer agent, of a counting board or of an agent for issuance, redemption and exchange of the investment units, during one year;GARANT:Subitem 12 of Article 39.1 of this Federal Law shall enter into force on October 1, 2015
    12. in case of violation by a forex dealer of the requirement for obligatory membership in the self-regulating organisation;
    13. in case of non-execution by the professional securities market participant of the instructions directed to it due to suspension of the licence within the term set in such instructions.
  2. A licence for professional activities in the securities market shall be cancelled by the Bank of Russia:
    1. in case of acknowledgement of the professional securities market participantbankrupt;
    2. in case of recall of a licence for banking operations from the credit institution that is the professional securities market participant;
    3. in case of not carrying out by the professional securities market participant of the related type of professional activities in the securities market during more than 18 months.
  3. A decision on cancellation of a licence for professional activities in the securities market shall be taken by the Bank of Russia using the procedure established by a regulatory act of the Bank of Russia.In the case envisaged by Subitem 1 of Item 2 of this Article, a licence shall be cancelled by the Bank of Russia within 45 days from the moment of taking by the court of a decision on acknowledgement of the professional securities market participant bankrupt and in the case envisaged by Subitem 2 of Item 2 of this Article – from the moment of taking by the Bank of Russia of a decision on recall of the licence for banking operations. In cases established by Subitems 2 – 12 of Item 1 and Subitem 3 of Item 2 of this Article, the decision on cancellation of a licence shall be taken by the Bank of Russia within the terms established by a regulatory act of the Bank of Russia.The decision on cancellation of a licence for professional activities in the securities market shall specify the ground for the cancellation.
  4. The decision on cancellation of a licence for professional activities in the securities market on the basis of an application of the professional securities market participant for cancellation of such licence shall only be taken on condition of absence of obligations of the professional securities market participant under the agreements concluded in the course of professional activities in the securities market.
  5. Filing of an application for cancellation of a licence for professional activities in the securities market shall not terminate the right of the Bank of Russia to cancel the licence on other grounds envisaged by this Federal Law.
  6. The application for cancellation of a licence for professional activities in the securities market shall have the documents attached whose exhaustive list shall be established by a regulatory act of the Bank of Russia. The application for cancellation of the licence shall be signed by a person executing functions of a sole executive body of the professional securities market participant confirming thereby the reliability of information of the documents provided for cancellation of the licence.
  7. The documents provided by the professional securities market participant for cancellation of a licence for professional activities in the securities market shall be accepted by the Bank of Russia for consideration on condition of provision of all duly executed documents through the procedure established by the Bank of Russia. In case of provision of an incomplete set of duly executed documents, the Bank of Russia shall return the documents to the professional securities market participant within 10 business days from the day of receipt of the application for cancellation of the licence.
  8. A decision on cancellation of a licence for professional activities in the securities market on the basis of an application of the professional securities market participant for cancellation of the licence shall not be taken during the period of an inspection by the Bank of Russia.
  9. A decision on cancellation of a licence for professional activities in the securities market on the basis of an application of the professional securities market participant for cancellation of the licence or a decision on refusal to cancel it shall be taken within 30 business days from the day of receipt of the documents necessary for cancellation of the licence.
  10. The Bank of Russia shall direct a notification to the professional securities market participant, regarding which a decision on cancellation of the licence for professional activitiesin the securities market is taken, not later than on the business day following the day of taking of such decision, using the procedure envisaged by regulatory acts of the Bank of Russia. The information on taking of the decision on cancellation of the licence shall be disclosed on the official website of the Bank of Russia not later than on the business day following the day of taking of such decision.
  11. A professional securities market participant shall be obliged to stop professional activities in the securities market on the day of receipt of a notification of cancellation of the licence for professional activities in the securities market, except for taking actions related to termination of obligations envisaged by Item 1 of Article 39.2 of this Federal Law.
  12. Decision of the Bank of Russia on cancellation of a licence for professional activities in the securities market shall enter into force from the day of its taking and can be appealed against within 30 days from the day when the Bank of Russia disclosed the information on taking of the decision. Appealing against the decision of the Bank of Russia and taking measures for securing of suits shall not suspend the effect of the decision of the Bank of Russia.
  13. Validity of a licence for professional activities in the securities market shall terminate:
    1. from the day of taking a decision on cancellation of the licence, unless later date is envisaged by such decision;
    2. from the day of making an entry in the unified state register of legal entities on liquidation of the professional securities market participant;
    3. from the day of termination of activities of the professional securities market participant as a result of a reorganisation (except for a reorganisation in the form of transformation).
  14. Validity of a licence for professional activities in the securities market can be suspended by the Bank of Russia in cases envisaged by Items 7 – 12 of Item 1 of this Article. The procedure for suspension and resumption of the licence for professional activities in the securities market shall be established by a regulatory act of the Bank of Russia.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented Chapter 11 of this Federal Law with Article 39.2

Article 39.2. Obligations of an Organisation whose Licence for Professional Activities in the Securities Market has been Cancelled

    1. obligations on transactions concluded in organised trading shall be terminated according to the procedure envisaged by the respective rules of the organised trading and/or clearing rules;
    2. obligations on transactions concluded not in the organised trading shall be terminated according to the procedure envisaged by the respective agreement with the customer and, if there is no such in the agreement – the procedure agreed on with theIf the Bank of Russia takes a decision on cancellation of a licence for professional activities in the securities market, the organisation, regarding which the decision was taken, shall be obliged to terminate the obligations related to the respective professional activities in the securities market (including those of return of property to the customers) within the term established by the decision of the Bank of Russia that shall not exceed one year. Obligations under depository agreements shall terminate with meeting of the requirements of regulatory acts of the Bank of Russia. Obligations on transactions concluded in the interests of the customer shall be terminated with meeting of the following requirements: customer.
  1. The organisation regarding which a decision to cancel its licence was taken, shall submit reports on fulfillment of the obligations envisaged by Item 1 of this Article to the Bank of Russia according to the procedure, in the form and within the terms established by the Bank of Russia. The Bank of Russia shall present a demand for liquidation of the organisation cited in Item 1 of this Article, to the court, in case of a flagrant violation by such organisation of obligations envisaged by this Article.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 reworded the title of Chapter 12 of this Federal Law. The new wording shall enter into force on September 1, 2013

Chapter 12. Functions and Authority of the Bank of Russia Article 40. Abrogated from September 1, 2013.

Article 41. Abrogated from September 1, 2013.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended the title of Article 42 of this Federal Law. The amendments shall enter into force on September 1, 2013

Article 42. The Functions of the Bank of Russia

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended paragraph 1 of Article 42 of this Federal Law. The amendments shall enter into force on September 1, 2013

The Bank of Russia shall:

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 reworded Item 1 of Article 42 of this Federal Law. The new wording shall enter into force on September 1, 2013

  1. in cooperation with the Government of the Russian Federation, shall work out the main scopes of development of financial market;
  2. approve the standards of the issue of securities, issue prospectuses of the issuers, including foreign issuers of securities on the territory of the Russian Federation, and the procedure for the state registration of the issue (additional issue) of emissive securities, thestate registration of reports on the results of the issue (additional issue) of emissive securities and registration of a securities issue prospectus; See Procedure for Registering Securities Prospectuses of Foreign Issuers and for Clearing Foreign Issuers’ Securities for Being Floated and/or Publicly Traded in the Russian Federation under a Decision of the Federal Executive Governmental Body in Charge of Securities Market Matters approved by Order of the Federal Financial Markets Service No. 10-20/pz-n of March 23, 2010Information on changes:Federal Law No. 210-FZ of June 29, 2015 reworded Item 3 of Article 42 of this Federal Law
  3. shall work out and approve the requirements for professional activities in the securities market, considering also the type of professional activities in the securities market and the character of operations;Information on changes:Federal Law No. 362-FZ of November 30, 2011 reworded Item 4 of Article 42 of this Federal Law
  4. establish compulsory requirements for the operations with securities, the norms for admission of securities to public placement, circulation, quotation and listing, accounting and depositary activity, and also rules for keeping records and drawing up reports (except for accounting and accounting reporting) by issuers and professional stock market-makers; Requirements for Electronic Media and on the Format of the Texts of Documents Submitted by the Issuers of Emission Securities approved by Order of the Federal Financial Markets Service No. 09-23/pz-n of June 18, 2009See Requirements for the Electronic Carriers and the Format of Document Texts Submitted by the Issuers of Flotation Securities approved by Order of the Federal Service for Financial Markets No. 07-103/pz-n of October 9, 2007
  5. Introduce compulsory requirements for the order of register keeping;
  6. establish the order and licence various kinds of professional activity on the securities market, and also suspend or annul the said licences in case of breaking the legislation of the Russian Federation on securities;
  7. AbolishedSee the text of Item 7 of Article 42Information on changes:Federal Law No. 460-FZ of December 29, 2014 reworded Item 8 of Article 42 of this Federal Law. The new wording shall enter into force on October 1, 2015 
  8. establish a procedure for and time of issuing permits and issue permits for acquisition of the status of a self-regulating organisation of professional securities market-makers, keep the register of the said organisations, deny issuance of a permit for acquisition of the status of a self-regulating organisation, withdraw permits for acquisition of the status of a self-regulated organisation in the event of a failure to meet the requirements of the legislation of the Russian Federation on securities, as well as the standards and requirements endorsed by the Bank of Russia;Information on changes:Federal Law No. 460-FZ of December 29, 2014 supplemented Article 42 of this Federal Law with Item 8.1. This Item shall enter into force on October 1, 2015
    1. establish a procedure for and time of coordinating the documents of a self-regulating organisation of professional securities market-makers to be coordinated in compliance with this Federal Law and other federal laws;Information on changes:Federal Law No. 460-FZ of December 29, 2014 supplemented Article 42 of this Federal Law with Item 8.2. This Item shall enter into force on October 1, 2015
    2. establish the requirements for the standards of activities of members of a self-regulating organisation of professional securities market-makers, as well as a procedure for forming the compensation fund of a self-regulating organisation of forex dealers and a procedure for paying compensations;
  9. determine the standards of activity of investment, non-governmental pension and insurance funds and their managing companies, and also insurance companies on the securities market;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 10 of Article 42 of this Federal Law. The amendments shall enter into force on September 1, 2013
  10. exercise control over the observance by the issuers, the professional stock market-makers, the self-regulated organisations of the professional stock market-makers of the legislation of the Russian Federation on securities, the standards and requirements endorsed by the Bank of Russia; According to Federal Law No. 46-FZ of March 5, 1999 supervision over the amount of payment charged for the information by Professional Participants or issuers shall be vested in the Federal Commission for Securities of the Russian Federation
  11. for the purposes of countering the legalisation (laundering) of earnings received illegally, it shall control the procedure by which professional participants in the securitiesmarket carry out transactions in amounts of money or other property;
  12. ensure the disclosure of information about the registered issues of securities that are the professional stock-market-makers;
  13. ensure the creation of a generally accessible system of disclosing information in the securities market;Information on changes:Federal Law No. 51-FZ of April 15, 2006 reworded Item 14 of Article 42 of this Federal Law. The new wording shall enter into force as of July 1, 2006
  14. establish the qualifying requirements with respect to employees of professional participants of the securities market, the requirements for the professional skills of the persons exercising the functions of the personal executive bodies of professional participants of the securities market, approve the programmes of qualification examinations for attestation of individuals in the field of professional activities in the securities market, determine the terms of, and procedure for, accreditation of organisations engaged in attestation of individuals in the field of professional activities in the securities market in the form of arranging qualification examinations and issuing qualification certificates, accredit such organisations, determine the types and forms of qualification certificates and keep the register of attested individuals;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 15 of Article 42 of this Federal Law. The amendments shall enter into force on September 1, 2013
  15. shall work out draft regulatory acts (except for legislative acts) relating to the regulation of the securities market, the licensing of the activity of its professional market-makers, the self-regulated organisations of the professional stock-market-makers, to the control over the observance of the legislative and other normative acts on securities and carry on their expert examination;
  16. develop recommendations with regard to the enforcement of the Russian Federation laws which regulate the relations connected with functioning of the securities market;
  17. abrogated from September 1, 2013;Information on changes:See the text of Item 17 of Article 42Federal Law No. 251-FZ of July 23, 2013 amended Item 18 of Article 42 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording
  18. defines the procedure for keeping a register of, and keeps the register of, professional participants in the securities market that contains information on licences for the pursuance of professional activity in the securities market that are issued, suspended and annulled. The Bank of Russia matters shall amend the register of professional participants inthe securities market within three days of the pertinent decision or after the receipt of a document deemed a ground for an amendment;
  19. establish and define the order of access of the securities issued by, the issuers, registered in the Russian Federation, to their primary placement and circulation outside the territory of the Russian Federation;
  20. apply to a court of arbitration with the claim for the liquidation of the legal entity that has violated the legislation of the Russian Federation on securities and for the application to the violators of the sanctions established by the legislation of the Russian Federation;
  21. exercise supervision over the compliance of the amount of the issue of securities with their number in circulation;

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Item 23 of Article 42 of this Federal Law. The amendments shall enter into force on September 1, 2013

  1. determine a procedure for keeping the register of emissive securities and keep the said register containing information about issues (additional issues) of the emissive securities registered by the Bank of Russia, as well as on issues (additional issues) of the emissive securities which are not subject to state registration in compliance with this Federal Law or other federal laws, except for bonds issued by the Bank of Russia.
  2. abrogated from September 1, 2013.Information on changes:See the text of Item 24 of Article 42Federal Law No. 379-FZ of December 21, 2013 supplemented Article 42 of this Federal Law with Item 25. The Item shall enter into force on July 1, 2014
  3. define a procedure for including organisations into a register of management companies of specialised companies, as well as a procedure for excluding organisations from the cited register, exercise supervision over the activities of management companies of specialised companies and inspect these activities, forward to them orders to remove violations of this Federal Law and of regulatory acts of the Bank of Russia;Information on changes:Federal Law No. 379-FZ of December 21, 2013 supplemented Article 42 of this Federal Law with Item 26. The Item shall enter into force on July 1, 2014
  4. establish the requirements for the forms and ways of accepting risks in the amount of at least 20 per cent of the total volume of obligations under pledge-secured bonds of a specialised financial company for obligations, the monetary claims in respect of which are the subject of pledge for bonds and/or for subsequent creditors, if the latter assign monetary claims under such obligations to specialised financial companies;Information on changes:Federal Law No. 379-FZ of December 21, 2013 supplemented Article 42 of this Federal Law with Item 27. The Item shall enter into force on July 1, 2014
  5. establish the requirements for the forms and ways of risks’ acceptance in the volume of at least 10 per cent of the total volume of obligations under pledge-secured bonds of a specialised project financing company for initial creditors in respect of the obligations for which monetary claims are the subject of pledge in respect of bonds, and/or for subsequent creditors, if the latter assign monetary claims under such obligations to specialised project financing companies;Information on changes: Federal Law No. 379-FZ of December 21, 2013 supplemented Article 42 of this Federal Law with Item 28. The Item shall enter into force on July 1, 2014
  6. determine the obligations, the monetary claims under which may not serve as the subject of pledge in respect of pledge-secured bonds.Information on changes: Federal Law No. 460-FZ of December 29, 2014 supplemented Article 42 of this Federal Law with Item 29. This Item shall enter into force on October 1, 2015
  7. fix the amount of a security to be provided by a natural person who is not an individual businessman;Information on changes: Federal Law No. 460-FZ of December 29, 2014 supplemented Article 42 of this Federal Law with Item 30. This Item shall enter into force on October 1, 2015
  8. fix the time period within which a forex dealer is not entitled to make transactions with various contractors under different conditions;Information on changes: Federal Law No. 460-FZ of December 29, 2014 supplemented Article 42 of this Federal Law with Item 31. This Item shall enter into force on October 1, 2015
  9. endorse a procedure for disclosing information about the activities of a forex dealer and a list of the information to be disclosed.Information on changes: Federal Law No. 210-FZ of June 29, 2015 supplemented Article 42 of this Federal Law with Item 32
  10. shall establish the requirements for organisation and exercise of internal control by the professional securities market participants;Information on changes: Federal Law No. 210-FZ of June 29, 2015 supplemented Article 42 of this Federal Law with Item 33
  11. shall establish the requirements for the organisation and exercise of internal audit by the professional securities market participants;Information on changes:Federal Law No. 210-FZ of June 29, 2015 supplemented Article 42 of this Federal Law with Item 34
  12. shall approve the requirements for organisation of the risk management system of the professional securities market participants depending on the type of the activities and the character of operations.

Article 43. Abrogated from September 1, 2013.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended the title of Article 44 of this Federal Law. The amendments shall enter into force on September 1, 2013

Article 44. The Rights of the Bank of Russia

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended paragraph 1 of Article 44 of this Federal Law. The amendments shall enter into force on September 1, 2013

The Bank of Russia shall have the right:

  1. AbolishedSee the previous text of Item 1 of Article 44Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 2 of Article 44 of this Federal Law. The amendments shall enter into force on September 1, 2013
  2. to qualify securities and derivative financial documents in the procedure established by the Bank of Russia and to define their types;Information on changes:Federal Law No. 460-FZ of December 29, 2014 amended Item 3 of Article 44 of this Federal Law. The amendments shall enter into force on October 1, 2015 
  3. to establish normative standards of sufficiency of own monetary assets, in particular depending on the volume of operations made, obligatory for professional securitiesmarket-makers, except for credit organisations, and other requirements aimed at reducing the risks of professional activities on the securities market, and provisions – bonding on professional participants in the securities market – aimed at precluding a conflict of interests, in particular in the event of provision of the services of preparing a securities prospectus and of floating serial securities; See the Regulations on the Procedure for the Calculation of the Ownership Means ofProfessional Securities Market Makers and of the Management Companies of Investment Funds, Share Investment Funds and Non-Government Pension Funds approved by Order of the Federal Financial Markets Service No. 08-41/pz-n of October 23, 2008Information on changes:Federal Law No. 460-FZ of December 29, 2014 amended Item 4 of Article 44 of this Federal Law. The amendments shall enter into force on October 1, 2015 
  4. if professional participants on the securities market within one year repeatedly violate the securities legislation of the Russian Federation and/or on court enforcement action, it shall take a decision to suspend or annul their licences for the pursuance of professional activity on the securities market;if professional participants on the securities market within one year repeatedly violate the provisions of Articles 6 and 7 (except for Item 3 Article 7) of the Federal Law on Countering the Legalisation of Earnings Received in Illegally (Money Laundering), it shall take a decision to annul the licence for the pursuance of professional activities on the securities market;if professional participants of the securities market, while exercising the functions of keeping the register, repeatedly fail within a year to satisfy creditors’ claims, as well as the requirements established by Federal Law No. 127-FZ of October 26, 2002 on Insolvency (Bankruptcy), it shall render the decision to suspend or annul the licence for the exercise of professional activities in the securities market; On the procedure used in the case of suspension of a licence for the pursuance of the activity of keeping a register of owners of registered securities, see Letter of the Federal Securities Market Commission No. IK-07/3905 of August 4, 2000if during one year the professional participant in the securities market has repeatedly violated the provisions of the Federal Law on Countering the Illegal Use of Inside Information and Market Manipulation and on Amending Some Legislative Acts of the Russian Federation and of the normative legal acts adopted pursuant thereto – to take a decision on suspension or cancellation of the licence to pursue professional activities on the securities market with due regard to the details established by said Federal Law;in the event of multiple failures within a year of a professional participant in the securities market to satisfy the requirements for the activities or operations whose exercise (making) is only allowed on the basis of the licence of a professional participant in the securities market, in particular when exercising the functions of a transfer agent, the functions of a counting board, the functions of an agent engaged in issuance, redemption or exchange of investment shares, to render the decision on suspension or cancellation of the licence for the exercise of professional activities in the securities market;in the event of failure by a forex dealer to satisfy the requirement for mandatory membership in a self-regulated organisation, to render the decision on canceling the licence for exercising professional activities in the securities market;to take decisions on cancellation of licences for professional activities in the securities market on grounds envisaged by this Federal Law; Information on changes: Federal Law No. 65-FZ of April 22, 2010 supplemented Article 44 of this Federal Law with Item 4.1. The Item shall enter into force upon the expiry of 90 days from the day of the official publication of the said Federal Law4.1) to appoint a provisional administration where it is provided for by federal laws;
  5. on the grounds stipulated by the legislation of the Russian Federation, to refuse to issue a permit to the self-regulated organisation of the professional stock market-makers and to withdraw the permit issued to it with the obligatory publication of the report about this in mass media;Information on changes:Federal Law No. 379-FZ of December 21, 2013 amended Item 6 of Article 44 of this Federal Law. The amendments shall enter into force on July 1, 2014
  6. to establish the procedure for holding inspections of issuers, management companies of specialised companies, professional securities market-makers and self-regulated organisations of professional securities market-makers, as well as of other organisations licensed by it, to inspect independently or jointly with appropriate federal executive bodies the activities of issuers, management companies of specialised companies, of professional securities market-makers and self-regulated organisations of professional securities market-makers, as well as of other organisations licensed by it, to appoint and recall inspectors controlling the activities of the said organisations;6.1) gather and store information, including personal data, in connection with the performance of the functions envisaged by the present Federal Law;Information on changes:Federal Law No. 231-FZ of July 13, 2015 reworded Item 7 of Article 44 of this Federal Law. The new wording shall enter into force on February 9, 2016 Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 44 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. to send orders binding for execution to the issuers and the professional stock market-makers, and also to their self-regulated organisations, and also to demand that they submit documents needed for the settlement of the questions coming under the jurisdiction of the Bank of Russia;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 8 of Article 44 of this Federal Law.The amendments shall enter into force on September 1, 2013
  8. to send materials to the law-protective bodies and to lodge claims in courts of law (courts of arbitrations) on the questions relating to the jurisdiction of the Bank of Russia (including the invalidation of deals with securities);Information on changes: Federal Law No. 65-FZ of April 22, 2010 supplemented Article 44 of this Federal Law with Item 8.1. The Item shall enter into force upon the expiry of 90 days from the day of the official publication of the said Federal Law8.1) to file an application for declaring a professional securities market participant bankrupt where it is provided for by the Federal Law on Insolvency (Bankruptcy);
  9. abrogated from September 1, 2013;Information on changes:See the text of Item 9 of Article 44
  10. to withdraw qualification certificates of natural persons in the event of repeated or gross violations by them of the laws of the Russian Federation on securities;
  11. AbolishedSee the previous text of Item 11 of Article 44
  12. abrogated from September 1, 2013;Information on changes:See the text of Item 12 of Article 44Federal Law No. 281-FZ of November 25, 2009 supplemented Article 44 of this Federal Law with Item 13. The Item shall enter into force from January 1, 2010 but not earlier than upon the expiry of one month from the day of the official publication of the said Federal Law
  13. to define the securities and derivative financial instruments intended for qualified investors, as well as to establish the requirements for the procedure for providing information connected with making transactions in such securities and agreements which are such derivative financial instruments;Information on changes:Federal Law No. 281-FZ of November 25, 2009 supplemented Article 44 of this Federal Lawwith Item 14. The Item shall enter into force from January 1, 2010 but not earlier than upon the expiry of one month from the day of the official publication of the said Federal Law
  14. to establish the requirements for securities, commodities and indices, depending on whose prices (whose values) the duties of the parties to the agreements which are derivative financial instruments are defined;Information on changes:Federal Law No. 281-FZ of November 25, 2009 supplemented Article 44 of this Federal Lawwith Item 15. The Item shall enter into force from January 1, 2010 but not earlier than upon the expiry of one month from the day of the official publication of the said Federal Law
  15. to establish the requirements to be satisfied by professional participants of the securities market when making and executing REPO agreements in the exercise by them of their professional activities in the securities market, as well as the conditions under which the conclusion of REPO agreements is only allowed at the expense of qualified investors.Information on changes:Federal Law No. 460-FZ of December 29, 2014 reworded Item 16 of Article 44 of this Federal Law. The new wording shall enter into force on October 1, 2015 See the Item in the previous wording
  16. to establish the requirements for software-hardware facilities of professional securities market-makers, including the formats of information in electronic form to be applied when disclosing information in compliance with this Federal Law, in particular information about securities and derivative financial instruments;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 17 of Article 44 of this Federal Law. The amendments shall enter into force on September 1, 2013
  17. to effect accreditation of news agencies that disclose information about securities and other financial instruments, if the procedure for disclosing information established by regulatory acts of the Bank of Russia provides for its disclosure through news agencies, to define a procedure for, and terms of, effecting such accreditation, a procedure for withdrawal of such accreditation, the rights and duties of accredited news agencies, to establish a procedure for data exchange between accredited news agencies and the Bank of Russia;
  18. abrogated from September 1, 2013Information on changes:See the text of Item 18 of Article 44Federal Law No. 460-FZ of December 29, 2014 supplemented Article 44 of this Federal Law with Item 19. The Item shall enter into force on October 1, 2015
  19. in the event of failure of a self-regulating organisation of forex dealers to satisfy the requirements of this Federal Law, the legislation of the Russian Federation in respect of financial markets, to adhere to the standards of such self-regulating organisation, as well as in the event of failure to execute at the time fixed by the Bank of Russia orders of the Bank of Russia to remove the violations detected in the activities of a self-regulating organisation of forex dealers, to demand of the self-regulating organisation of forex dealers the replacement of the head of the self-regulating organisation.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended the title of Article 44.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

Article 44.1. Duties of the Bank of Russia

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended paragraph 1 of Article 44.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

While exercising the authority granted by this Federal Law, the Bank of Russia shall be obliged:

  1. to ensure the confidentiality of information provided to it, except for the information disclosed in compliance with the laws of the Russian Federation on securities;
  2. when directing to issuers, professional securities market-makers and self-regulated organisations of professional securities market makers requests for presentation of information, to substantiate soundly the necessity of getting the information requested for;
  3. to register the documents of professional securities market-makers and self-regulated organisations of professional securities market-makers subject to registration in compliance with this Federal Law, within a maximum of 30 days as of the date of receiving appropriate documents, or to give a reasoned refusal to register them within the established term, if another term for registration thereof is not established by this Federal Law; See the Procedure for the Registration of the Documents of the Professional Market-makers Engaged in Clearing Activity and in the Organisation of Trade on the Securities Market, approved by Order of the Federal Service for Financial Markets No. 05-14/pz-n of April 20, 2005Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 4 of Article 44.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  4. to give within 30 days reasoned answers to requests of legal entities and citizens in respect of the issues within the scope of jurisdiction of the Bank of Russia.

See Administrative Regulations on Rendering by the Federal Financial Markets Service the State Service for Organising the Reception of Citizens, for Providing for a Timely and Complete Consideration of Oral and Written Applications from Citizens, for Adopting Decisions on Them and for Sending Answers to the Applicants Within the Time Term, Established in the Legislation of the Russian Federation approved by Order of the Federal Financial Monitoring Service No. 12-92/pz-n of October 30, 2012

Article 45. Abolished

Information on changes:

Article 46. Abrogated from September 1, 2013.

Information on changes:

See the text of Article 46

Article 47. Abolished

Information on changes:

Chapter 13. The Self-regulated Organisations of the Professional Securities Market-makers

On the self-regulated organisation of the management companies, see also Federal Law No. 156-FZ of November 29, 2001 on Investment Funds/Trusts

See the Regulations on the Self-Regulated Organizations of the Securities Market-Makers and of the Regulations on Licensing the Self-Regulated Organisations of the Securities Market-Makers, approved by Decision of the Federal Commission on the Securities Market No. 24 of July 1, 1997

Information on changes:

Federal Law No. 460-FZ of December 29, 2014 amended Article 48 of this Federal Law. The amendments shall enter into force on October 1, 2015

Article 48. The Concept of the Self-regulated Organisation of the Professional Stock Market-Makers

A voluntary association of professional stock market-makers acting in conformity with this Federal Law and functioning on the principles of a non-profit organisation shall be named the self-regulated organisation of stock market-makers.

A self-regulated organisation shall be set up by the professional stock market-makers for the provision of conditions for the professional activity of stock market-makers, the observance of standards of professional ethics in the securities market, the protection of the interests of the owners of securities and other clients of the professional stock market-makers who are members of the self-regulated organisation, the introduction of rules and standards for the conduct of operations with securities that ensure the effective activity on the securities market.

All the incomes of the self-regulated organisation shall be used by it exclusively for the fulfilment of its statutory tasks and shall not be distributed among its members. In the event of cessation of membership of a professional participant in a self-regulating organisation, the membership dues paid by him shall not be repaid.

In accordance with the requirements for the professional activity and the conduct of operations with securities endorsed by the Bank of Russia, the self-regulated organisation shall introduce to the rules for professional activity on the securities market and the standards of the conduct of operations with securities, and shall exercise control over their observance.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Article 49 of this Federal Law. The amendments shall enter into force on September 1, 2013

Article 49. The Rights of the Self-regulated Organisations in the Regulation of the Securities Market

The self-regulated organisation shall have the right:

to receive information about the results of inspections of the activity of its members carried out in the order established by the Bank of Russia;

to endorse the rules for and standards of exercising by members thereof their professional activities, in particular operations in securities and operations connected with making and executing agreements which are derivative financial instruments;

to exercise control over the observance by members thereof of the rules and standards of exercising professional activities endorsed by the self-regulated organisation;

in conformity with the qualifying requirements of the Bank of Russia to work out curricula and plans, to train the officials and the personnel of the organisations carrying out their professional activity in the securities market, and to determine the qualification of the said persons and to issue to them with qualifying certificates.

Information on changes:

Federal Law No. 169-FZ of July 1, 2011 amended Article 50 of this Federal Law. The amendments shall enter into force from July 1, 2011

Article 50. Requirements Made for Self-regulated Organisations

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 1 of Article 50 of this Federal Law. The amendments shall enter into force on September 1, 2013

An organisation set up by not less than 10 professional stock market-makers, shall have the right to file its application for acquiring the status of a self-regulated organisation with the Bank of Russia.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 2 of Article 50 of this Federal Law. The amendments shall enter into force on September 1, 2013

An organisation set up by the professional stock market-makers shall acquire the status of a self-regulated organisation on the basis of the permit issued by the Bank of Russia. The permit issued by the Bank of Russia to the self-regulated organisation shall include all the rights provided for by this Article.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 3 of Article 50 of this Federal Law. The amendments shall enter into force on September 1, 2013

The following documents shall be submitted to the Bank of Russia in order to obtain the permit:

the certified copies of documents on the setting up a self-regulated organisation;

the rules and regulations of the organisation adopted by its members and compulsory

for implementation by all the members of the self-regulated organisation.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 4 of Article 50 of this Federal Law. The amendments shall enter into force on September 1, 2013

If the self-regulating organisation has not filed the document mentioned in Paragraph 2 of Part 3 of the present article then information on the state registration of the self-regulating organisation shall be provided under the request of the Bank of Russia matters by the federal executive governmental body responsible for the state registration of legal entities, natural persons as individual entrepreneurs and peasant (farmer’s) farms.

Abrogated from January 1, 2013.

Information on changes:

The entity which organises trade shall be obliged to establish and observe the following rules in addition to the observance of the requirements provided for by Item 3 of this Article and Article 10 of this Federal Law:

the rules of concluding, registering and conforming deals with securities;

the rules of operations ensuring trading with securities (clearing and/or payment operations);

the rules of drawing up and record keeping of documents used by the organisation’s members and of carrying out operations with securities;

the rules of settling disputes arising between the members of the organisation during operations with securities and payments for them, including monetary ones;

the procedure for submitting information about the prices of demand and supply, about the prices and amount of deals with securities made by the organisation’s members;

the rules of rendering services for persons who are not members of the organisation.

A permit may be refused if the documents submitted by the organisation of professional stock market-makers do not contain the appropriate requirements listed in this Article, and also provide for at least one of the provisions:

the possibility of discrimination of the rights of customers who use the services of the organisation’s members;

unjustified discrimination of the organisation’s members;

unwarranted restrictions on the joining of the organisation and on withdrawal from it; restrictions that prevent the development of competition among professional stock

market-makers, including the regulation of the rates of remuneration and incomes from the professional activity of the organisation’s members;

the regulation of questions that do not relate to the jurisdiction of the self-regulated organisation, and also do not correspond to the goals of its activity;

the provision of unreliable or incomplete information.

It shall be impermissible to refuse to issue permits on other grounds.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 9 of Article 50 of this Federal Law. The amendments shall enter into force on September 1, 2013

The permit for the self-regulated organisation shall be recalled if the Bank of Russia discovers breaches of the legislation of the Russian Federation on securities, the requirements and standards established by the Bank of Russia, the rules and regulations of the self-regulated organisation, the provision of unreliable or incomplete information.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 10 of Article 50 of this Federal Law. The amendments shall enter into force on September 1, 2013

The self-regulated organization shall be obliged to submit to the Bank of Russia data on all the changes to be introduced to the documents on the creation of a self-regulated organisation, its rules and regulations with a brief justification of the reasons and purposes of such changes.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended part 11 of Article 50 of this Federal Law. The amendments shall enter into force on September 1, 2013

Changes and additions shall be deemed to be adopted, unless within 30 calendar days of their receipt by the Bank of Russia a written notice on the refusal with its reasons has been sent to it.

Information on changes:

Federal Law No. 460-FZ of December 29, 2014 supplemented this Federal Law with Article 50.1. This Article shall enter into force on October 1, 2015

Article 50.1. A Self-Regulating Organisation of Forex Dealers

  1. Solely forex dealers may be members of a self-regulating organisation of forex dealers.
  2. A self-regulating organisation of forex dealers for the purpose of making compensation payments to natural persons who are not individual businessmen in case of insolvency (bankruptcy) of forex dealers shall form a compensation fund. A contribution to be made to the compensation fund shall constitute two million roubles and shall be made in monetary form when a forex dealer joins the self-regulating organisation.
  3. The documents of the self-regulating organisation uniting forex dealers shall establish the duty of the self-regulating organisation of forex dealers to make the compensation payments provided for by this Federal Law and, in respect of members of such self-regulating organisation, their subsidiary liability in respect of appropriate obligations of the self-regulating organisation of forex dealers.
  4. As the ground for the refusal to admit a professional securities market-maker to membership in a self-regulating organisation of forex dealers shall be deemed the absence of the licence for exercising the activity of a forex dealer or non-payment by the cited professional participant of a contribution to the compensation fund.
  5. As the ground for cessation of membership in a self-regulating organisation of forex dealers shall be deemed the following:
    1. an application of a legal entity for cessation of membership thereof in the self-regulating organisation of forex dealers;
    2. cancellation in the established procedure of the licence for exercising professional activities in the securities market;
    3. liquidation of a forex dealer in compliance with the legislation of the RussianFederation;
    4. violation of the provisions of the charter of the self-regulating organisation of forex dealers;
    5. failure to adhere to the standards of the self-regulating organisation of forex dealers.
  6. A professional securities market-maker which is denied admission to members of a self-regulating organisation of forex dealers or in respect of which the decision has been adopted on the expulsion thereof from the self-regulating organisation of forex dealers is entitled to dispute such denial judicially.
  7. The decision of a self-regulating organisation of forex dealers to expel a forex dealer from the cited organisation on the grounds provided for by Subitems 4 and 5 of Item 5 of this article shall enter into force upon the expiry of 10 days as from the time when it is received by a professional securities market-maker or, when the cited decision is complained against with court, as from the time when a court decision enters into legal force.
  8. In the event of adoption of the decision on cessation a forex dealer’s membership in a self-regulating organisation of forex dealers, such organisation shall notify of it the Bank of Russia within a working day as from the date of adoption of the cited decision.
  9. The financial activities of a self-regulating organisation of forex dealers is subject to mandatory annual auditing. The audit organisation and the terms of the agreement which a self-regulating organisation of forex dealers is bound to make with it shall be endorsed by a general meeting of members of the self-regulating organisation of forex dealers or by the standing collective managerial body thereof, if the documents on establishing the self-regulating organisation of forex dealers refer this endorsement to the scope of authority of the given collective body.An annual report and an annual account balance sheet of a self-regulating organisation of forex dealers after their endorsement by a general meeting of such organisation’s members are subject to insertion on its official site on the Internet.
  10. The standard of a self-regulating organisation of forex dealers shall endorse the model terms of framework contracts, the terms of making separate contracts by a forex dealer, a procedure for, time and terms of drawing quotations by a forex dealer, a procedure for, time and terms of forwarding applications by a natural person who is not an individual businessman, a procedure for estimation of the amount of obligations of the cited natural persons, a procedure for making settlements, requirements for the software-hardware facilities of a forex dealer, the composition of reports/statements of a forex dealer to be submitted to the persons with which contracts have been made, as well as a procedure for and time of submitting such reports/statements.
  11. A self-regulating organisation of forex dealers shall deny registration of the text of a framework contract of a forex dealer, if the terms of such contract do not satisfy the requirements of this Federal Law or do not comply with the model terms of framework contracts which are established by the standards of the self-regulating organisation of forex dealers. The denial of registration of the text of a framework contract of a forex dealer on other grounds is not allowed.
  12. A self-regulating organisation of forex dealers shall keep a register of its members, exercise control over the observance of contracts by forex dealers, approve the standards of advertising the services of forex dealers, standards of and rules for the exercise of activities by forex dealers, methodological recommendations as to attestation of specialists of the organisations being members of the self-regulating organisation of forex dealers and shall exercise other functions established by regulatory acts and the charter of such self-regulating organisation. A self-regulating organisation of forex dealers shall develop other standards of and rules for the exercise of its activities being mandatory for its members and shall exercise control over the observance of these standards and rules.
  13. A self-regulating organisation of forex dealers shall establish the structural unit for monitoring in respect of each member of the self-regulating organisation the ratio of the amount of monetary assets of natural persons who are not individual businessmen kept on the nominal account (accounts) of a forex dealer to the amount of own assets of such forex dealer.
  14. The reorganisation of a self-regulating organisation of forex dealers is only allowed where there is a permit of the Bank of Russia. A procedure for and time of obtaining the given permit shall be established by regulatory acts of the Bank of Russia.
  15. A self-regulating organisation of forex dealers is not entitled to render the decision on its voluntary liquidation.

Information on changes:

Federal Law No. 460-FZ of December 29, 2014 supplemented this Federal Law with Article 50.2. This Article shall enter into force on October 1, 2015

Article 50.2. The Compensation Fund of a Self-Regulating Organisation of Forex Dealers

  1. A self-regulating organisation of forex dealers shall establish a compensation fund for the purpose of compensation for damages to the natural persons who are not individual businessmen suffered by them as a result of forex dealers’ insolvency (bankruptcy).
  2. The compensation fund of a self-regulating organisation of Forex dealers (hereinafter referred to as the compensation fund) shall be established on account of a contribution of each member of the self-regulating organisation of forex dealers whose rate is cited in Item 2 of Article 50.1 of this Federal Law, as well as of other sources provided for by such self-regulating organisation and not prohibited by federal law. It is not allowed to relieve a member of a self-regulating organisation of forex dealers of the duty of making the contribution and/or termination of the cited duty by way of setting off the claim thereof against such self-regulating organisation.
  3. The assets of the compensation fund shall be separated from the other property of a self-regulating organisation of forex dealers. In so doing, the monetary assets of the compensation fund shall be kept on a separate banking account opened for the self-regulating organisation of forex dealers by a credit organisation which is not controlling in respect of a forex dealer or over which a forex dealer is not exercising control. Execution in respect of obligations of a self-regulating organisation of forex dealers, as well as in respect of its members’ obligations, may not be levied against the compensation fund.
  4. The requirements for a procedure for forming the compensation fund, as well as a procedure for and terms of making compensation payments, shall be established by regulatory acts of the Bank of Russia.
  5. The right to receive compensation payments for the complete or partial compensation for the actual damage resulting from the insolvency (bankruptcy) of forex dealers shall be enjoyed without fail by the natural persons who are not individual businessmen and who have raised claims for a compensation’s payment. A procedure for and terms of making compensation payments, including an order of satisfying these claims if the compensation fund’s assets are insufficient, and other additional grounds for making the given payments shall be defined by a self-regulating organisation of forex dealers in its internal documents. The internal documents cited in this item and the amendments to be made in them shall be coordinated with the Bank of Russia. As the ground for the refusal to coordinate the cited internal documents and the amendments to be made therein shall be deemed a failure to satisfy the requirements of this Federal Law and regulatory acts of the Bank ofRussia and/or a failure of a self-regulating organisation of forex dealers to satisfy the requirements of the regulatory acts of the Bank of Russia establishing a procedure for such coordination.
  6. Prior to paying compensations, a self-regulating organisation of forex dealers is bound to publish a report on paying compensations, on a procedure for raising claims by natural persons who are not individual businessmen and who enjoy the right to receive compensation payments, as well as on the time for raising such claims that may not be less than two months as from the date of publishing the cited report.As the ground for making compensation payments shall be deemed the decision of an arbitration court on declaring a forex dealer bankrupt and on initiating bankruptcy proceedings in compliance with Federal Law No. 127-FZ of October 26, 2002 on Insolvency (Bankruptcy).
  7. To receive a compensation payment, a natural persons who is not an individual businessman shall present to a self-regulating organisation of forex dealers a copy of the decision of an arbitration court on declaring a forex dealer bankrupt and on initiating bankruptcy proceedings in compliance with Federal Law No. 127-FZ of October 26, 2002 on Insolvency (Bankruptcy), as well as an extract from a register of creditors’ claims about the amount, composition and order of claims’ satisfaction.If the claims of the natural person cited in this item are made after closing a register of creditors’ claims, compensation payments to the cited person shall not be made.The amount of compensation payments shall be fixed by a self-regulating organisation of forex dealers on the basis of data of a register of creditors’ claims without taking into account the losses in the form of lost earnings, forfeits (fines, penalties) and other financial sanctions. If in the course of the proceedings applied in a bankruptcy case the claims of a natural person who is not an individual businessman were satisfied or satisfied in part, the amount of compensation payments shall be reduced by the amount of the received redress. A procedure for paying compensations shall be established by the Bank of Russia.
  8. If a natural persons who is not an individual businessman has the right to receive compensation payments in respect of two and more forex dealers, the compensation payments shall be estimated and paid separately in respect of each forex dealer.
  9. Where a forex dealer has also acted in respect of a natural person who is not an individual businessman and enjoys the right to receive compensation payments as a creditor, the amount of compensation payments shall be estimated on the basis of the difference between the amount of obligations of the forex dealer with respect to this person and the sum of counterclaims originating before the date of entry into force of the court decision on declaring the forex dealer insolvent (bankrupt).
  10. The right of claim which a natural person who is not an individual businessman and who has received compensation payments had with respect to a forex dealer declared insolvent (bankrupt) shall pass over to a self-regulating organisation of forex dealers within the limits of the amount of compensations paid.

Section VI. Concluding Provisions

Federal Law No. 185-FZ of December 28, 2002 amended Article 51 of this Federal Law See the previous text of the Article

Article 51. Responsibility for Breaches of the Legislation of the Russian Federation on Securities

  1. For breaches of this Federal Law and other legislative acts of the Russian Federation the persons shall bear responsibility in cases and in the order provided for by civil, administrative or criminal legislation of the Russian Federation.GARANT:On imposing penalties for violation of the legislation of the Russian Federation on securities, see Federal Law No. 46-FZ of March 5, 1999The damage caused as a result of violating the legislation of the Russian Federation on securities shall be compensated in the order established by the civil legislation of the Russian Federation.Information on changes: Federal Law No. 264-FZ of October 4, 2010 supplemented Article 51 of this Federal Law with Item 1.1. The Item shall enter into force upon the expiry of 180 days from the date of the official publication of the said Federal Law
    1. The issuer shall be held liable for the losses caused by it to an investor and/or the owners of securities as a result of disclosure or presentation of unreliable, incomplete and/or misleading information, in particular that contained in a securities prospectus.
  2. Abrogated upon the expiry of 180 days from the date of the official publication of Federal Law No. 224-FZ of July 27, 2010.Information on changes:See the text of Item 2 of Article 51
    1. Abrogated upon the expiry of 180 days from the date of the official publication of Federal Law No. 224-FZ of July 27, 2010.Information on changes:See the text of Item 2.1 of Article 51Federal Law No. 251-FZ of July 23, 2013 amended Item 3 of Article 51 of this Federal Law. The amendments shall enter into force on September 1, 2013
  3. In respect of the issuers which issue securities with a failure to satisfy the requirements of the legislation of the Russian Federation on securities the Bank of Russia shall:take measures to suspend further placement of the securities issued as a result of such issuance;insert data on its official Internet site on the fact of securities’ issuance made in defiance of the requirements of the legislation of the Russian Federation on securities and on the grounds for suspension of placing securities issued as a result of such issuance;notify in writing of the need to remove the breaches, and also fix the time for removal of the breaches;send the materials concerning the inspection of the facts of the securities issuance in defiance of the requirements of the legislation of the Russian Federation to organs of the prosecutor’s office, if there are constituent elements of an offence in actions of the issuer’s officials;notify in writing of the permit to further place securities, should the issuer eliminate failures to satisfy the requirements of the legislation of the Russian Federation connected with the securities issuance;file the claim with an arbitration court for declaring void an issue (additional issue) of securities for the reasons provided for by Article 26 of this Federal Law.GARANT:See the Regulations on the Procedure for Suspending the Issue and for Recognising theIssue of Securities as Not Having Taken Place or as Invalid approved by Decision of the Russian Federal Commission on the Securities Market No. 45 of December 31, 1997Information on changes:Federal Law No. 61-FZ of June 18, 2005 amended Item 4 of Article 51 of this Federal Law
  4. The officials of the issuer who have taken a decision on the issue of securities that have not passed state registration (except for issues (supplementary issues) of serial securities not subject to state registration in accordance with the present Federal Law) shall bear administrative or criminal responsibility in accordance with the legislation of the Russian Federation.
  5. Abrogated upon the expiry of 90 days from the date of the official publication of Federal Law No. 205-FZ of July 19, 2009.Information on changes:See the text of Item 5 of Article 51Federal Law No. 251-FZ of July 23, 2013 amended Item 6 of Article 51 of this Federal Law. The amendments shall enter into force on September 1, 2013
  6. Professional activity in the securities market carried out without a licence shall beIn respect of the persons who carry out their activity without licences the Bank ofRussia shall:adopt measures to stop the unlicensed activity;insert data on the official Internet site thereof of the facts of licence-free activities of a securities market participant;inform in writing the persons concerned about the need to obtain a licence, and also fix the time for this;send the materials of inspection of the facts of the unlicensed activity to a court of law for the enforcement of measures of administrative responsibility against the officials of the stock market-makers in conformity with the legislation of the Russian Federation;file a claim with a court of arbitration on the recovery for the benefit of the State of incomes received as a result of unlicensed activity in the stock market;file a claim with a court of arbitration on the forcible liquidation of the stock market-makers if it has failed to obtain a licence within the fixed period of time.Information on changes:Federal Law No. 460-FZ of December 29, 2014 supplemented Article 51 of this Federal Law with Item 6.1. The Item shall enter into force on October 1, 2015
  7. Abolished from February 1, 2007.Information on changes:See the text of Item 7 of Article 51Federal Law No. 251-FZ of July 23, 2013 amended Item 8 of Article 51 of this Federal Law. The amendments shall enter into force on September 1, 2013
  8. The professional stock market-makers and the issuers of securities shall have the right to appeal to an arbitration court the actions of the Bank of Russia aimed at the stoppage of breaches of the legislation of the Russian Federation on securities and at the application of measures of responsibility in the order prescribed by the legislation of the Russian Federation. Natural persons whose qualification certificates concerning professional activities in the securities market have been withdrawn shall have the right to appeal against the relevant decision of the Bank of Russia to an arbitration court in the procedure provided for by thelegislation of the Russian Federation.
  9. In cases provided for by this Federal Law and other legislative acts of the Russian Federation on securities, the stock market-makers shall be obliged to ensure the property interests of the owners with security envisaged by the legislation of the Russian Federation, and also to insure the property and the risks associated with activity in the stock market.

 

On the procedure for examination of cases involving breaches by credit institutions of the legislation on the securities market and application against them of disciplinary measures and other sanctions for breaches of the securities market legislation, see Regulations of the Central Bank of Russia No. 49-P of August 19, 1998 and Direction of the Central Bank of Russia No. 319-U of August 19, 1998

Information on changes:

Federal Law No. 74-FZ of April 28, 2009 reworded Article 51.1 of this Federal Law

Article 51.1. Specifics of Placement and Circulation of Foreign Issuers’ Securities in the Russian Federation

  1. Foreign financial instruments shall be admitted to circulation in the Russian Federation as securities of foreign issuers, if the following conditions are concurrently met:
    1. the international identification code (number) of securities and the international classification code of financial instruments are assigned to the foreign financial instruments;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 2 of Item 1 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
    2. the foreign financial instruments are qualified as securities in the procedure established by the Bank of Russia.
  2. The securities of foreign issuers complying with the requirements of Item 1 of thisArticle may be admitted to placement and/or public circulation in the Russian Federation, if these issuers are:Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Subitem 1 of Item 2 of Article 51.1 of this Federal Law. The amendments shall enter into force on January 2, 2013
    1. foreign organisations established in states which are members of the Organisation for Economic Cooperation and Development (OECD), members or observers of the Financial Task Force on Money Laundering (FATF) and/or members of the CE Committee of Experts on the Evaluation of Anti-Money Laundering Measures (MONEYVAL), and/or participants of the Common Economic Space;Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Subitem 2 of Item 2 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
    2. foreign organisations established in the states whose relevant bodies (relevant organisations) have made agreements with the Bank of Russia which provide for a procedure for their interaction;
    3. international financial organisations included into the list endorsed by the Government of the Russian Federation;Information on changes: Federal Law No. 282-FZ of December 29, 2012 reworded Subitem 4 of Item 2 of Article 51.1 of this Federal Law. The new wording of the Subitem shall enter into force on January 2, 2013See the Subitem in the previous wording
    4. the foreign states cited in Subitems 1 and 2 of this item, as well as the central banks and administrative-territorial entities of such foreign states with an independent legal capacity;Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Subitem 5 of Item 2 of Article 51.1 of this Federal Law See the Subitem in the previous wording
    5. the foreign organisations whose securities have undergone a listing procedure on a foreign exchange included in the list cited in Item 4 of this article.

    Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 3 of Article 51.1 of this Federal Law

  3. If not otherwise provided for by this article, securities of foreign issuers shall be admitted to placement in the Russian Federation by decision of the Bank of Russia provided that the prospectus of such securities is registered by the Bank of Russia.Information on changes:Federal Law No. 218-FZ of July 21, 2014 reworded Item 4 of Article 51.1 of this Federal Law
  4. if not otherwise provided for by this article, the securities of foreign issuers satisfying the requirements of Item 1 and 2 of this article may be admitted to public circulation in the Russian Federation by decision of a Russian exchange on their admittance to organised trade. Such decision may be adopted by a Russian exchange, if in respect of the cited securities, except for securities of international financial organisations, has been started or completed the listing procedure at a foreign exchange included in the list endorsed by the Bank of Russia and the legislation of the Russian Federation or foreign law do not impose the restrictions in compliance with which the offer of the cited securities in the Russian Federation to an indefinite circle of persons is not allowed.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 4.1 4.1 The securities of a foreign issuer satisfying the requirements of Items 1 and 2 of this article may be admitted to public circulation in the Russian Federation by decision of a Russian trade promoter on their admittance to organised trade without making an agreement with the cited issuer, if the securities of the foreign issuer concurrently meet the following terms:
    1. they are admitted to organised trade without their inclusion into a quotation list;
    2. they are included into the main (official) list of securities of a foreign exchange which is included into the list cited in Item 4 of this article. The Bank of Russia is entitled to determine the main (official) lists of foreign exchanges, the inclusion thereinto being a condition for admittance of securities to public circulation in the Russian Federation;
    3. information on securities and about issuers thereof shall be disclosed in Russian or in the foreign language used in the financial market in compliance with the requirements of a foreign exchange where securities are included into the main (official) list;
    4. foreign law does impose restrictions in compliance with which their offer in the Russian Federation to an unlimited circle of persons is not allowed.

    Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 4.2

      1. Satisfaction of the requirements of Subitem 2 of Item 4.1 of this article for admittance to public circulation of foreign issuers’ bonds is not required, if the cited bonds satisfy the requirements of regulatory acts of the Bank of RussiaInformation on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law withItem 4.3
      2. In the event of admittance of foreign securities to organised trade in compliance with Items 4.1 and 4.2 of this article, the requirements of Items 4 and 21 of this article shall not apply.

    The requirements of this Federal Law as to the disclosure of information by an issuer of securities shall not apply to a foreign issuer whose securities are admitted to organised trade in compliance with Items 4.1 and 4.2 of this article.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 5 of Article 51.1 of this Federal Law

  5. Securities of international financial organisations shall be admitted to public placement and/or public circulation in the Russian Federation, if the terms of their issuance do not contain restrictions in respect of the circulation of such securities among an unlimited group of persons and/or in respect of the offer of such securities to an unlimited group of persons.Bonds of international financial organisations included into the list endorsed by the Government of the Russian Federation, if such bonds satisfy the conditions of Item 1 of Article 27.5-2 of this Federal Law, may be admitted to public placement in the Russian Federation by decision of a Russian exchange on their admittance to organised trade in compliance with the rules established by Article 27.5-2 of this Federal Law. On this occasion, the requirements for disclosure of information by an international financial organisation which are provided for by Article 30 of this Federal Law shall not apply. Information about bonds of international financial organisations and about their issuers shall be disclosed to the extent established by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 218-FZ of July 21, 2014 reworded Item 6 of Article 51.1 of this Federal Law
  6. The decision on admittance of securities of a foreign issuer to organised trade which is provided for by Item 4 of this article shall be adopted by a Russian exchange on condition of presenting thereto the prospectus (draft prospectus) of the foreign issuer and the documents whose list is defined by the rules of the Russian exchange. The cited rules must satisfy the requirements of regulatory acts of the Bank of Russia. The prospectus (draft prospectus) of securities of a foreign issuer may be drawn up in the foreign language used in the financial market.If a Russian exchange renders the decision on admittance of a foreign issuer’s securities before the completion of the procedure for their listing at a foreign exchange, organised trade in the foreign issuer’s securities may not start earlier than the date on which trading at the cited foreign exchanger starts.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 7 of Article 51.1 of this Federal Law
  7. The decision on admission of securities of a foreign issuer, that may not be admitted to public turnover in the Russian Federation on the basis of the decision cited in Item 4 and

4.1 of this article, to public placement and/or public circulation in the Russian Federation shall be adopted by the Bank of Russia on condition that in respect of the cited securities the legislation of the Russian Federation or foreign law have not established the restrictions under which it is not allowed to offer them to an unlimited group of persons, and, with this, the indices showing the liquidity (predictable liquidity) level of such securities is not below and the indices showing their investment risk level are not higher than similar indices estimated for securities of corresponding kinds (categories, types) that have already been admitted to organised trading at a Russian exchange.

The composition of indices characterising the liquidity level and the investment risk level of securities and a procedure for their estimation shall be established by the Bank of Russia.

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Item 8 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

  1. The decision provided for by Item 7 of this Article shall be adopted by the Bank of Russia on the basis of the application of the Russian exchange containing the substantiation of the possibility of admittance of a foreign issuer’s securities to public placement and/or public circulation in the Russian Federation. The securities prospectus of a foreign issuer and other documents whose list is defined by regulatory acts of the Bank of Russia shall be attached to the said application.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 9 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  2. In case of the public placement and/or public circulation of foreign issuers’ securities, the rights to such securities shall be registered by depositories which are legal entities in compliance with the legislation of the Russian Federation and appropriate requirements for such depositories of regulatory acts of the Bank of Russia.To ensure registration of rights to securities of foreign issuers, such depositories shall open the account of the person acting in the interests of other persons with the foreign organisation engaged in registration of rights to securities and included into the list endorsed by the Bank of Russia. Such account may be likewise opened with the depositories satisfying the requirements of Paragraph One of this item that have the appropriate account opened with the said foreign organisation.Depositories engaged in registration of rights to certified securities of foreign issuers shall ensure the centralised custody of the said securities’ certificates, except when such custody is effected in compliance with the personal law of a foreign issuer outside the Russian Federation.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 10 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  3. By decision of the Bank of Russia, placement of a foreign issuer’s securities in the Russian Federation may be suspended in the cases:
    1. detection in the securities prospectus of the foreign issuer (in other documents serving as a basis for admittance of the foreign issuer’s securities to placement in the Russian Federation) of unreliable or incomplete information and/or information which is misleading for investors;
    2. failure of the foreign issuer and/or of the broker that have signed (has signed) the securities prospectus of the foreign issuer to satisfy the requirements of this Federal Law and of regulatory acts of the Bank of Russia that have been adopted in compliance with it;
    3. receiving by the Bank of Russia of the appropriate report from the body (organisation) regulating the securities market in the state where the foreign issuer is registered as a legal entity.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 11 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013

  4. Placement of a foreign issuer’s securities in the Russian Federation shall be resumed by decision of the Bank of Russia in case of removal of violations or termination of the circumstances serving as a basis for suspension of their placement.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 12 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  5. Upon termination of placement of a foreign issuer’s securities in the Russian Federation the foreign issuer is obliged to file a notice of the said placement’s completion with the Bank of Russia. Circulation in the Russian Federation of a foreign issuer’s securities which are placed in the Russian Federation shall be allowed after filing the said notice and disclosing data on completion of their placement in the Russian Federation.
  6. Foreign issuers’ securities which are not admitted to public placement and/or public circulation in the Russian Federation under this article, as well as foreign financial documents which are not qualified as securities, may not be offered in any form and by any means, in particular with the use of advertising, to an unlimited (indefinite) group of persons, or to persons which are not qualified investors.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 14 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. If foreign issuers’ securities are not admitted for public placement and/or public circulation in the Russian Federation in compliance with this Article, the requirements and restrictions established by this Federal Law in respect of circulation of the securities intended for qualified investors shall extend to the circulation of such securities.Securities of the foreign issuers mentioned in the first paragraph of this Item and satisfying the demands of Items 1 and 2 of this Article may be admitted to organised auctions at a Russian exchange in conformity with the Rules of this Russian exchange. The said rules shall satisfy the requirements of regulatory acts of the Bank of Russia. See the Order of the Federal Service on the Financial Markets No. 11-8/pz-n on April 5, 2011 on the particularities of the circulation and the accountancy of the rights to the securities intended for qualified investors, and foreign securitiesInformation on changes:Federal Law No. 218-FZ of July 21, 2014 reworded Item 15 of Article 51.1 of this Federal Law See the Item in the previous wording
  8. A securities prospectus of a foreign issuer, if they are admitted to public circulation, shall be drawn up in the Russian language or in the foreign language used in the financial market or, should the securities of a foreign issuer be admitted to circulation in the Russian Federation, in the Russian language. A securities prospectus of a foreign issuer shall be signed by a foreign issuer or broker satisfying the requirements established by regulatory acts of the Bank of Russia.
  9. The persons signing the securities prospectus of a foreign issuer on behalf of the foreign issuer shall be defined in compliance with the personal law of the foreign issuer or, when such issuer is an international financial organisation, in compliance with the constituent documents of this international financial organisation.
  10. The securities prospectus of a foreign issuer shall be signed by the foreign issuer, if such prospectus is presented for admittance of the foreign issuer’s securities:
    1. to placement in the Russian Federation, in particular a to public one;
    2. to public circulation in the Russian Federation, if the said securities do not circulate in a foreign organised (controllable) financial market.
  11. The broker signing the securities prospectus of a foreign issuer confirms, in so doing, that:
    1. there are no restrictions in respect of circulation of the foreign issuer’s securities in the Russian Federation, their compliance with the requirements of Item 1 of this Article and, in case of their public placement and/or public circulation in the Russian Federation, also with the requirements of Items 2, 4 and 5 of this Article;
    2. compliance of the information contained in the securities prospectus of the foreign issuer with the data disclosed and presented in a foreign organised (controllable) financial market and/or presented by the foreign issuer.

    Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 19 of Article 51.1 of this Federal Law 

  12. The foreign issuer that has signed a securities prospectus shall prove, in so doing, the reliability and completeness of all the information contained in the securities prospectus of securities thereof and shall be held responsible for the losses caused to investors as a result of providing unreliable, incomplete and/or misleading information, if the cited issuer’s securities are admitted by a Russian exchange to organised trade on the basis of the agreement made with such issuer.Information on changes:Federal Law No. 282-FZ of December 29, 2012 amended Item 20 of Article 51.1 of this Federal Law. The amendments shall enter into force on January 2, 2013
  13. The broker that has signed the securities prospectus of a foreign issuer shall be held responsible for the damage caused to investors as a result of supplying unreliable and incomplete information, and/or also information which is misleading for investors, confirmed by the broker. Confirmation by the broker of unreliable and incomplete information and also of information which is misleading for investors contained in the securities prospectus of a foreign issuer shall serve as a ground for suspending the licence for exercising broker’s activities or, if such violation repeatedly occurs within a year, for cancellation of this licence.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 21 of Article 51.1 of this Federal Law 
  14. The Russian exchange that has admitted foreign investors’ securities in compliance with Item 4 of this article to organised trading is obliged in the procedure and at the time which are established by regulatory acts of the Bank of Russia to disclose information on such securities, in particular on the issuers thereof, in a foreign language with subsequent translation into Russian. The subsequent translation of the cited information into Russian is not required if it is disclosed in a foreign language used in the financial market.Information on the securities of foreign issuers admitted to organised trading in compliance with Item 4 of this Article shall be disclosed to the same extent to which the said information is disclosed in compliance with the personal law of the foreign exchange where the said securities passed the listing procedure, subject to the specifics established by regulatory acts of the Bank of Russia. Information about the foreign investors’ securities admitted to organised trading in compliance with Item 7 of this Article and shall be disclosed to the extent established by this Federal Law and the regulatory acts of the Bank of Russia adopted in compliance with it.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 21.1
    1. The trade promoter that has adopted the decision on admittance of a foreign issuer’s securities to organised trade which is provided for by Item 4.1 of this article at the latest three days before the start of organised trade in the securities shall:
      1. notify the issuer thereof about the adoption of the cited decision;
      2. disclose information on the securities and on the issuer thereof to the extent to which such information is to be disclosed in compliance with the personal law of the foreign exchange that has included the cited securities into the main (official) list;
      3. disclose the information contained in each of the annual reports disclosed by the foreign issuer after completion the listing procedure, or, if more than three years have passed after the completion of the listing procedure, for the last three years.

      Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 21.2

    2. The trade promoter that has adopted the decision provided for by Item 4.1 of this article on admittance to organised trade of a foreign issuer’s bonds which are not included into the main (official) list of a foreign exchange is bound to disclose on its official site on the Internet the information defined by regulatory acts of the Bank of Russia. Such information shall be disclosed in the procedure and at the time which are provided for by regulatory acts of the Bank of Russia.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 21.3
    3. The trade promoter that has adopted the decision provided for by Item 4.1 of this article on admittance to organised trade of foreign securities is bound to provide to any person concerned permanent access to information on the foreign issuer and on the securities issued by it which is disclosed in compliance with the personal law of the foreign exchange that has included the securities into the main (official) list.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 21.4
    4. The disclosure of information or access to disclosed information in compliance with Items 21.1 and 21.3 of this article may be effected by way of inserting information on the official site of a Russian trade promoter on the Internet or by way of inserting on such site page indices of the pages of cites on the Internet where information on a foreign issuer and on the securities issued by it in compliance with the rules of a foreign exchange is disclosed or, if the rules of a foreign exchange do not define a procedure for disclosing information, in compliance with the personal law of such foreign exchange.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 21.5
    5. The Russian trade promoter that has rendered the decision on admittance of foreign securities to trading is bound to insert on its official site on the Internet a notice on the risks connected with acquisition of foreign securities and, if such securities are admitted in compliance with Item 4.1 of this article, also on the risks connected with admittance of suchsecurities to organised trade without making an agreement with their issuer.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 21.6 of Article 51.1 of this Federal Law 
    6. At the latest start of organised trade in foreign securities in respect of which the decision on their admittance adopted in compliance with Item 4 or 4.1 of this article, is bound to publish in Russian on its official site on the Internet a brief description of the content of a securities prospectus of a foreign issuer (hereinafter referred to as a prospectus abstract). A prospectus abstract shall be stated so that it was comprehensible for persons which are not qualified investors. The Bank of Russia is entitled to establish the requirements for a prospectus abstract and format thereof.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 21.7
    7. The Russian trade promoter that has rendered the decision on admittance of foreign securities to organised trade shall be held liable for the losses caused to investors as a result of failure to disclose information or to provide access to disclosed information in compliance with Items 21.1 and 21.3 of this article, as well as for the losses caused as a result of failure to discharge the duty of notifying about the risks provided for by Item 21.6 of this article.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 21.8
    8. A broker or manager acquiring securities of a foreign issuer for their client which is not a qualified investor must be a member of a self-regulating organisation of professional securities market participants that has approved the standards of notification of clients about the risks connected with acquisition of foreign securities which are mandatory for its members. Such standards, as well as the amendments and addenda made in them, are subject to registration with the Bank of Russia.The requirements of this item shall also apply to brokers and managers when making by them the agreements which are derivative financial instruments whose basic asset are securities of foreign issuers or indices estimated in respect of such securities.Information on changes:Federal Law No. 282-FZ of December 29, 2012 reworded Item 22 of Article 51.1 of thisFederal Law. The new wording of the Item shall enter into force on January 2, 2013
  15. In case of admittance to organised trading on a Russian exchange of foreign investors’ securities intended for qualified investors, in compliance with Item 14 of this Articlethe volume of information to be disclosed shall be defined by the Russian exchange.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 23 of Article 51.1 of this Federal Law. The amendments shall enter into force on September 1, 201
  16. The requirements for the securities prospectus of foreign issuers and for the documents presented for its registration and/or admittance of foreign investors securities to auction sales on the Russian exchange, for the composition of data included into these documents, for their drawing up, as well as for the extent of and procedure for disclosing information about such securities and issuers thereof shall apply subject to the specifics defined by regulatory acts of the Bank of Russia.abrogated from January 2, 2013.Information on changes:See the text of paragraph 2 of Item 23 of Article 51.1
  17. The provisions of Article 19 of this Federal Law shall not apply to relations connected with placement in the Russian Federation of foreign issuers’ securities.
  18. Bills of exchange, cheques, letters of consignment and other similar securities issued in compliance with foreign law may be circulated in the Russian Federation without meeting the conditions provided for by Item 1 of this Article.Information on changes:Federal Law No. 218-FZ of July 21, 2014 amended Item 26 of Article 51.1 of this Federal Law See the Item in the previous wording
  19. The foreign issuers’ securities satisfying the the requirement of Item 1 of this article (hereinafter referred to in this article as represented securities) may be admitted to placement and/or public circulation in the Russian Federation by way of admittance of other foreign issuers’ securities certifying the rights in respect of the represented securities provided that the securities of foreign issuers certifying the rights in respect of presented securities satisfy the requirements of Items 1 and 2 of this article. A listing of the foreign issuer’s securities certifying the rights in respect of the represented securities may be effected on the basis of an agreement made with the foreign issuer of the represented securities. In so doing, a prospectus of the foreign issuer’s securities certifying the rights in respect of the represented securities may be signed by the foreign issuer of the represented securities.Information on changes:Federal Law No. 282-FZ of December 29, 2012 supplemented Article 51.1 of this Federal Law with Item 27. The Item shall enter into force on January 2, 2013
  20. The foreign issuers’ securities certifying the rights in respect of the represented securities of a Russian issuer or a foreign issuer which are admitted to organised trading on a Russian exchange may be admitted to organised trading without making an agreement with the issuer of corresponding securities, and without presenting a prospectus of such securities.Information on changes:Federal Law No. 218-FZ of July 21, 2014 supplemented Article 51.1 of this Federal Law with Item 28
  21. If securities of foreign issuers certifying the rights in respect of presented securities are admitted to public placement or circulation, the rules for disclosure of information about the issuer and about the securities issued by it, as well as about the provision of access to such information, shall apply to the information about presented securities and the issuer thereof.

Information on changes:

Federal Law No. 334-FZ of December 6, 2007 supplemented this Federal Law with Article 51.2

Article 51.2. Qualified Investors

Information on changes:

Federal Law No. 8-FZ of February 7, 2011 amended Item 1 of Article 51.2 of this Federal Law

  1. As qualified investors shall be deemed the persons cited in Item 2 of this Article, as well as the persons recognized as qualified investors in compliance with Items 4 and 5 of this Article.
  2. Qualified investors shall include:Information on changes: Federal Law No. 8-FZ of February 7, 2011 reworded Subitem 1 of Item 2 of Article 51.2 of this Federal Law. The new wording of the Subitem shall enter into force from January 1, 2012See the Subitem in the previous wording
    1. professional securities market participants;Information on changes:Federal Law No. 8-FZ of February 7, 2011 supplemented Item 2 of Article 51.2 of thisFederal Law with Subitem 1.1. The new Subitem shall enter into force from January 1, 20121.1) clearing organisations;
    2. credit institutions;
    3. joint-stock investment funds;
    4. management companies of investment funds, unit investment trusts and non-governmental pension funds;
    5. insurance organisations;
    6. non-governmental pension funds;Information on changes:Federal Law No. 266-FZ of December 22, 2008 supplemented Item 2 of Article 51.2 of thisFederal Law with Subitem 6.16.1) non-commercial organisations in the form of funds pertaining to the infrastructure of support of entities of small and medium business in accordance with Part 1 of Article 15 of Federal Law No. 209-FZ of July 24, 2007 on the Development of Small and Medium Business in the Russian Federation, whose sole founders are the entities of the Russian Federation and which were created for the purpose of acquiring investment shares of closed share investment funds attracting investments for entities of small and medium business – only with respect to such investment shares;
    7. the Bank of Russia;
    8. the State Corporation “Bank of Development and Foreign Trade Activity (Vnesheconombank)”:
    9. the Agency for Deposit Insurance;Information on changes:Federal Law No. 264-FZ of October 4, 2010 amended Subitem 9.1 of Item 2 of Article 51.2 of this Federal LawSee the text of the Subitem in the previous wording9.1) the state corporation “Russian Corporation of Nanotechnologies”, as well as a legal entity established as a result of its re-organisation;
    10. international organisations, including the World Bank, the International Monetary Fund, the European Central Bank, the European Investment Bank, the European Bank for Reconstruction and Development;
    11. other persons qualified as qualified investors by federal laws.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 3 of Article 51.2 of this Federal Law. The amendments shall enter into force on September 1, 2013

  3. Persons may be recognized as qualified investors if they comply with the requirements established by this Federal Law and regulatory acts of the Bank of Russia adopted in compliance with it.Information on changes:Federal Law No. 379-FZ of December 21, 2013 amended Item 4 of Article 51.2 of this Federal Law. The amendments shall enter into force on July 1, 2014
  4. A natural person may be declared a qualified investor, if he/she meets any of the cited requirements:
    1. the total value of the securities which this person holds and/or the total amount of commitments resulting from agreements which are derivative financial documents and which are made at the expense of this persons satisfy the requirements established by regulatory acts of the Bank of Russia. With this, the cited body shall define the requirements for the securities and other financial instruments which may be accounted in estimation of the citedtotal value (the total amount of commitments), as well as a procedure for its estimation;
    2. this person has the record of work, established by regulatory acts of the Bank of Russia, in a Russian and/or foreign organisation which have made transactions in securities and/or have made agreements which are derivative financial instruments;
    3. this person has made transactions in securities and/or have made agreements which are derivative financial instruments in the number, volume and at the time which are established by regulatory acts of the Bank of Russia.
    4. the volume of the property possessed by this person and a procedure for estimation of such volume shall be established by regulatory acts of the Bank of Russia;
    5. this person has the education or qualification certificate established by regulatory acts of the Bank of Russia.

    Information on changes:Federal Law No. 379-FZ of December 21, 2013 amended Item 5 of Article 51.2 of this Federal Law. The amendments shall enter into force on July 1, 2014

  5. A legal entity may be recognized as a qualified investor if it is a profit-making organisation satisfying any of the cited requirements:
    1. it has its own capital in the amount established by regulatory acts of the Bank of Russia;Information on changes: Federal Law No. 281-FZ of November 25, 2009 reworded Subitem 2 of Item 5 of Article 51.2 of this Federal Law. The new wording shall enter into force from January 1, 2010 but not earlier than upon the expiry of one month from the day of the official publication of the said Federal LawSee the Subitem in the previous wording
    2. it has made transactions in securities and/or agreements which are derivative financial instruments in the number, volume and at the time which are established by regulatory acts of the Bank of Russia;
    3. it has the volume of sales (proceeds from the sales) of commodities (works, services) in the amount and for the period which are established by regulatory legal acts of the federal executive body in charge of the securities market;
    4. it has the amount of assets, proved by bookkeeping data for the last reporting date, which is established by regulatory legal acts of the federal executive body in charge of the securities market.
  6. Abrogated from January 1, 2010.Information on changes:See the text of Item 6 of Article 51.2Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 51.2 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. A person shall be recognized as a qualified investor on the basis of the applicationthereof by brokers, managers and other persons where it is provided for by federal laws (hereinafter referred to as the person engaged in recognition of qualified investors) in the procedure established by the Bank of Russia.
  8. In the event of recognizing a person as a qualified investor on the basis of the unreliable information supplied by it, the effects provided for by Item 6 of Article 3 and by Part Eight of Article 5 of this Federal Law shall not apply. The recognition of a person as a qualified investor on the basis of the unreliable information supplied by it shall not serve as grounds for invalidity of the transactions made at the expense of this person.
  9. A person may be recognized as a qualified investor in respect of one or several kinds of securities and other financial instruments, one or several kinds of services intended for qualified investors.
  10. A person engaged in recognition of qualified investors is obliged to notify a qualified investor, in respect of what kinds of securities and other financial instruments or services it is recognized as a qualified investor.
  11. A person engaged in recognition of qualified investors is obliged to demand of a legal entity recognized as a qualified investor that it prove its satisfaction of the requirements whose satisfaction is necessary for recognizing a person as a qualified investor and to verify the compliance with the said requirements. Such verification must be carried out at the time established by a contract but at least once a year.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 12 of Article 51.2 of this Federal Law. The amendments shall enter into force on September 1, 2013
  12. A person engaged in recognition of qualified investors is obliged to keep a register of persons recognized as qualified investors in the procedure established by the Bank of Russia. A qualified investor shall be excluded from the said register on the basis of the application thereof or if it fails to satisfy the requirements necessary for recognition of a person as a qualified investor.
  13. The rights of owners of securities intended for qualified investors, except for the persons provided for by Item 2 of this article, may be only accounted for by custodians in the procedure provided for by Article 7 of this Federal Law.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 14 of Article 51.2 of this Federal Law. The amendments shall enter into force on September 1, 2013
  14. Requirements for the prospectus of securities intended for qualified investors, as well as for the composition of data and for the procedure for disclosure of information about the said securities and issuers thereof, shall apply subject to the deletions and specifics determined by regulatory acts of the Bank of Russia.

Information on changes:

Federal Law No. 281-FZ of November 25, 2009 supplemented this Federal Law with Article

51.3. The Article shall enter into force from January 1, 2010 but not earlier than upon the expiry of one month from the day of the official publication of the said Federal Law

Article 51.3. A REPO Agreement

  1. As a REPO agreement shall be deemed an agreement under which a party to it (the seller under the REPO agreement) undertakes at the time fixed by this agreement to transfer securities to the other party for ownership (to the purchaser under the REPO agreement), while the purchaser under the REPO agreement undertakes to accept the securities, to pay for them a particular sum of money (the first part of the REPO agreement) and at the time fixed by this agreement to transfer the securities to the seller under the REPO agreement for ownership, while the seller under the REPO agreement undertakes to accept the securities and to pay for them a particular a sum of money (the second part of the REPO agreement).A REPO agreement to be executed on account of a natural person may be made, if one of the parties to such agreement is a broker, dealer, depository, manager, clearing organisation or a credit institution or if the cited REPO agreement is made by a broker at the expense of such natural person.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 2 of Article 51.3 of this Federal Law S
  2. Seen as securities under a REPO agreement may be serial securities of a Russian issuer, investment shares of a unit investment fund which are in trust management of a Russian management company, clearing participation certificates, stocks or bonds of a foreign issuer and securities of a foreign issuer certifying the rights in respect of the securities of a Russian and/or foreign issuer.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 3 of Article 51.3 of this Federal Law 
  3. The term of a REPO agreement on securities shall be deemed coordinated, if the parties thereto have coordinated the denomination of the person (persons) that has issued the securities, their kind and number, as well as – in respect of stocks – their category (type) and in respect of investment shares of unit investment funds – the denomination of a unit investment fund, for clearing participation certificates – individual designation of the property pool. The term of a REPO agreement on securities may be coordinated by way of defining the requirements for such securities, as well as the number thereof. With this, a REPO agreement must stipulate which party to the cited agreement is granted the right to select the securities to be transferred under the first part of the REPO agreement. The term of a REPO agreement on the number of securities may be coordinated by way of establishing a procedure for defining the number of securities.
  4. The term of a REPO agreement on the price of securities shall be deemed coordinated, if the parties thereto have coordinated the price of the securities to be transferred under the first and second parts of the REPO agreement or a procedure for its estimation.
  5. The term of a REPO agreement on the time shall be deemed coordinated, if the parties have coordinated the time of paying the price under the first and second parts of the REPO agreement, as well as the time of discharging the parties’ obligations as to thesecurities transfer. The time of discharging obligations under the second part of a REPO agreement may be fixed by the time of claiming.
  6. The duty of transferring securities shall be deemed discharged at the time when certified securities are delivered or, if uncertified securities or certified securities with obligatory centralized custody are transferred, from the time when they are entered to the acquirer’s personal account in the register of securities owners or to the acquirer’s depo account.
  7. The seller under a REPO agreement shall be obliged to transfer to the purchaser under the REPO agreement securities which are clear of any rights of third persons thereto, except when the purchaser under a REPO agreement agrees to accept securities which are encumbered by third persons’ rights. A failure of the seller under a REPO agreement to discharge this duty shall give the right to the purchaser under the REPO agreement to demand dissolution of the REPO agreement, if it is not proved that the purchaser under the REPO agreement knew or could know about the rights of third persons to these securities.The purchaser under a REPO agreement shall be obliged to transfer to the seller under the REPO agreement securities which are clear of any rights of third persons, except when in pursuance of the first part of the REPO agreement the purchaser under the REPO agreement has received securities encumbered by third persons’ rights.Information on changes:Federal Law No. 8-FZ of February 7, 2011 reworded Item 8 of Article 51.3 of this Federal Law
  8. After discharging obligations under the first part of a REPO agreement and/or their termination, the termination of obligations under the second part of the REPO agreement without discharging them in kind may be effected by setting them off or, if the cited obligations are admitted to clearing, in other ways provided for by clearing rules (the rules for exercising clearing activity) and also where it is provided for by Items 15.1, 16, 16.1 and 20 of this article.
  9. Unless otherwise provided for by this article, the purchaser under a REPO agreement shall be obliged to transfer to the seller under the REPO agreement in compliance with the second part of the REPO agreement securities of the same issuer (of the person which has given securities) certifying the same extent of rights and in same number as the securities transferred to the purchaser under the REPO agreement in compliance with the first part of the REPO agreement.
  10. If the securities transferred under the first part of REPO agreement have been converted, the purchaser under the REPO agreement in pursuance of the second part thereof shall transfer to the seller under the REPO agreement the securities into which the securities transferred under the first part of the REPO agreement have been converted. The stated rule shall likewise apply to the securities obtained by the purchaser under the REPO agreement in compliance with Items 11 and 12 of this article.
  11. A REPO agreement may provide for the purchaser’s right under the REPO agreement, prior to discharging the obligation to transfer securities under the second part of the REPO agreement, to demand of the seller under the REPO agreement to transfer instead of the securities obtained under the first part of the REPO agreement or the securities, which they are converted into, some other securities. On such occasion, the purchaser under a REPO agreement shall be obliged to transfer under the second part of the REPO agreement, instead of the securities obtained by him under the first part of the REPO transaction, the securities received as a result of such replacement. The cited rule shall likewise apply to thesecurities obtained by the purchaser under a REPO agreement as a result of replacement in compliance with this item and Item 12 of this article. With this, a REPO agreement must provide for the terms of making such replacement.
  12. A REPO agreement may provide for the right of the seller under the REPO agreement to transfer to the purchaser under the REPO agreement, prior to the discharge of the obligation to transfer securities under the second part of the REPO agreement, other securities instead of the securities transferred under the first part of the REPO agreement or of the securities which they are converted into. On such occasion, the purchaser under a REPO agreement shall be obliged instead of the securities obtained by him under the first part of the REPO agreement to transfer under the second part of the REPO agreement the securities received as a result of such replacement. The cited rule shall likewise apply to the securities obtained by the purchaser under a REPO agreement as a result of the replacement in compliance with this item and Item 11 of this article. With this, a REPO agreement must provide for the terms of making such replacement.
  13. If a list of the persons entitled to receive from the issuer or the person that has given out securities monetary assets, as well as other property, in particular in the form of dividends and interest on the securities transferred under the first part of the REPO agreement or in compliance with Items 10-12 and 14 of this article (hereinafter referred to as securities transferred under a REPO agreement) is determined within the period after discharging the obligations concerning the transfer of securities under the first part of the REPO agreement and up to the discharge of obligations concerning the transfer of securities under the second part of the REPO agreement, the purchaser under the REPO agreement shall be obliged to transfer to the seller under the REPO agreement the monetary assets, as well as the other property, paid (transferred) by the issuer or by the person that has given out the securities, in particular in the form of dividends and interest on the securities transferred under the REPO agreement, at the time which is provided for, if the REPO agreement does not stipulate that the price of the securities transferred under the second part of the REPO agreement must be reduced subject to the cited sums of monetary assets and other property.
  14. A REPO agreement may provide for the duty of one of the parties or of each party thereto to pay, if the price of the securities transferred under the REPO agreement changes or in other instances provided for by the REPO agreement, to the other party sums of money and/or to transfer securities. On such occasion, the price of the securities to be transferred under the second part of the REPO agreement and/or their number shall be increased subject to the sum of monetary assets (the number of securities) paid by the purchaser under the REPO agreement (transferred by the seller under the REPO agreement) in compliance with this item and shall be decreased subject to the sum of monetary assets (the number of securities) received by the purchaser under the REPO agreement (the seller under the REPO agreement) in compliance with this item, if the REPO agreement does not provide for the duty of the party thereto which has received the cited monetary assets and/or securities to return them while discharging obligations under the second part of the REPO agreement. With this, the REPO agreement must define the grounds for the rise of the duty provided for by this item, a procedure for estimating the amount of monetary assets (the number of securities) to be paid (transferred), as well as a procedure for and time of their payment (transfer). The rules of Items 10-13 of this article shall apply to the rights and duties of the party under a REPO transaction which has received securities in compliance with this item with respect to such securities.
  15. A REPO agreement may provide for the grounds for the early discharge of obligations under the second part of the REPO agreement, in particular in the event of failure to discharge or improper discharge by a party to the REPO agreement of its obligations towards the other party under other agreements made by them, or of failure to discharge orimproper discharge by a party to the REPO agreement of obligations under the agreements made with other persons.Information on changes:Federal Law No. 8-FZ of February 7, 2011 supplemented Article 51.3 of this Federal Law with Item 15.1
    1. In the event of full redemption (except for conversion) of the bonds transferred under a REPO agreement before the discharge of the obligations involved in securities transfer under the second part of the REPO agreement, the obligations under the second part of the REPO agreement shall be terminated without their discharge in kind in the ways and in the procedure provided for by the REPO agreement.
  16. In the event of failure to discharge or improper discharge of obligations under the second part of a REPO agreement by one of the parties or by the both parties to the REPO agreement, the obligations under the REPO agreement shall be terminated, if one of the following conditions exists:
    1. the purchaser under the REPO agreement has paid monetary assets (has transferred securities or other property) in the amount (in the quantity) which is equal to the excess of the cost of the securities, other property and monetary assets in respect of which the obligations concerning their transfer have not been discharged by the purchaser under the REPO agreement, as well as the sum of a forfeit , if such forfeit is provided for by the REPO agreement, over the amount of the monetary assets (the cost of securities or other property), in respect of which the obligations concerning their transfer has not been discharged by the seller under the REPO agreement, as well as over the amount of the forfeit, where such forfeit is provided for by the REPO agreement;
    2. the seller under the REPO agreement has paid the monetary assets (has transferred securities or other property) in the amount (in the quantity) which is equal to the excess of the amount of monetary assets (of the cost of securities or other property) in respect of which the obligations concerning their transfer have not been discharged by the seller under the REPO agreement, as well as of the sum of a forfeit, if such forfeit is provided for by the REPO agreement, over the cost of the securities, other property and monetary assets in respect of which the obligations concerning the transfer thereof have not been discharged by the purchaser under the REPO agreement, as well as over the amount of the forfeit where such forfeit is provided for by the REPO agreement;
    3. the cost of the securities, other property and monetary assets in respect of which the obligations concerning their transfer have not been discharged by the both parties to the REPO transaction, as well as the sums of forfeits, if such forfeits are provided for by the REPO agreement, are equal. A procedure for estimating the cost of the securities, which is used when terminating obligations of the parties to a REPO agreement in compliance with this item, shall be established by the REPO agreement or other agreement made by the parties thereto.

    Information on changes:Federal Law No. 8-FZ of February 7, 2011 supplemented Article 51.3 of this Federal Law with Item 16.1

    16.1. A REPO agreement may stipulate that obligations under this agreement shall be terminated if the cost of the securities transferred under the REPO agreement becomes more (less) that the value established by the REPO agreement or equal thereto. The termination of obligations in the cited case shall be allowed where one of the conditions provided for by Subitems 1 – 3 of Item 16 of this article is present.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 17 of Article 51.3 of this Federal Law. The amendments shall enter into force on September 1, 2013See the Item in the previous wording

  17. A REPO agreement may provide for the obligation of the purchaser under the REPO agreement not to make transactions in the securities transferred under the REPO agreement. On such occasion, the cited restriction of the purchaser’s rights under the REPO agreement shall be fixed in the personal account or the depo account under the REPO agreement. A procedure for fixing the restriction of the purchaser’s rights under a DEPO agreement, a procedure for fixing termination of such restriction’s operation and the terms of making operations on the personal account or the depo account of the purchaser under the REPO agreement shall be established by the regulatory acts of the Bank of Russia.
  18. A REPO agreement may define the person which on the basis of the agreements made with the parties to the REPO agreement shall estimate the amount of the monetary funds (the number of the securities) which are subject to transfer under the REPO agreement, shall make the claims to the parties which are provided for by the REPO agreement and shall make the actions which are required for making operations on the depo account where the securities are registered, in respect of which the rights of their disposal is restricted in compliance with Item 17 of this article, and shall make other actions required for exercising the rights and discharging the duties by each party to the depo agreement. A clearing organization, broker or depository may act as such person.Information on changes:Federal Law No. 327-FZ of November 21, 2011 amended Item 19 of Article 51.3 of this Federal Law. The amendments shall enter into force on January 1, 2013 
  19. Where the parties are intended to make more than one REPO agreement, a procedure for making the cited agreements, as well as individual terms thereof, may be coordinated by the parties by way making by them a general agreement (a single agreement) and/or defined by the rules of trade organisers and by the rules of an exchange and/or the rules for clearing. The provisions of such general agreement shall apply to the relations between the parties in connection with making and executing (terminating) a REPO agreement, if it is provided for by the REPO agreement.A REPO contract, a general agreement (a uniform contract), the rules of a trade organiser and (or) the clearing rules may stipulate that their individual terms are determined by the model terms of a REPO contract elaborated for the said contract by self-regulated organisations on the securities market and published in the press or put into the Internet.Information on changes:Federal Law No. 327-FZ of November 21, 2011 amended Item 20 of Article 51.3 of this Federal Law. The amendments shall enter into force on January 1, 2013 See the Item in the previous wording
  20. The general agreement (the uniform contract), the trade organiser’s rules, the rules of the exchange and the clearing rules may envisage:
    1. the terms of and a procedure for paying monetary assets and/or for transfer of securities in compliance with Item 14 of this article. With this, the amount of monetary funds to be paid and/or the number of securities to be transferred may be determined separately for each REPO agreement, for a group of REPO agreements and/or for all REPO agreements made by the parties under the terms which are provided for by such general agreement (single agreement) or such rules;
    2. the grounds and procedure for termination of obligations under a single REPO agreement, or a group of REPO agreements and/or under all REPO agreements made by the parties under the terms and conditions cited in such general agreement (single agreement) or such rules, including by request of either party in case of the other party’s failure to discharge or of improper discharge of obligations under a REPO agreement. In so doing, termination of obligations shall be allowed where one of the conditions provided for by Subitems 1 – 3 of Item 16 of this article is present.
  21. To a REPO agreement shall apply accordingly the general provisions of the Civil Code of the Russian Federation on purchase and sale, if it is not at variance with the rules of this article and the essence of a REPO agreement. In so doing, the seller under REPO agreement and the purchaser under the REPO agreement shall be recognized as the sellers of the securities which they must transfer in pursuance of the obligations under the first and second parts of the REPO agreement and purchasers of the securities which they must accept and pay for in pursuance of the obligations under the first and second parts of the REPO agreement.

Information on changes:

Federal Law No. 281-FZ of November 25, 2009 supplemented this Federal Law with Article

51.4. The Article shall enter into force from January 1, 2010 but not earlier than upon the expiry of one month from the day of the official publication of the said Federal Law

Article 51.4. The Specifics of Making Agreements Which Are Derivative Financial Instruments

Information on changes:

Federal Law No. 251-FZ of July 23, 2013 amended Item 1 of Article 51.4 of this Federal Law. The amendments shall enter into force on September 1, 2013

  1. The making by the participants at organised auctions of agreements which are derivative financial instruments shall be allowed on condition that the other party under such agreements is the person exercising the functions of the central contractor. The Bank of Russia may establish other instances when agreements that are derivative financial instruments shall be only made on condition that the other party under such agreements is the person exercising the functions of the central contractor.Information on changes:Federal Law No. 327-FZ of November 21, 2011 amended Item 2 of Article 51.4 of this Federal Law. The amendments shall enter into force on January 1, 2013 
  2. If the parties intend to make more than one agreement which is a derivative financial instrument, a procedure for making such agreements, as well as their individual provisions, may be coordinated by the parties through making by them a general agreement (a single agreement) and/or defined by the specifications and/or the rules of exchanges and/or the rules for clearing. To the relations of the parties in connection with making and executing (terminating) of the agreement which is a derivative financial instrument, the provisions of the general agreement shall apply, if it is provided for by the cited agreement.Information on changes:Federal Law No. 327-FZ of November 21, 2011 amended Item 3 of Article 51.4 of this Federal Law. The amendments shall enter into force on January 1, 2013
  3. An agreement which is a derivative financial instrument, as well as a general agreement (a single agreement), specification and/or the rules of an exchange and/or the rules for making clearing activity may provide that some terms and conditions of such agreement (of a general agreement, specification or the rules of an exchange, the rules for clearing) are defined by the model terms developed for the cited agreement by self-regulated organizations in the securities market which published in the press or inserted in the Internet.Information on changes:Federal Law No. 8-FZ of February 7, 2011 amended Item 4 of Article 51.4 of this Federal Law. The amendments shall enter into force from January 1, 2012
  4. A general agreement (a single agreement), specification and/or the rules of a stock exchange and/or the rules for clearing may provide for the grounds and procedure for termination of obligations under all the agreements which are derivative financial instruments made by the parties under the terms established by the cited general agreement (the single agreement), specification or the rules, in particular by request of one of the parties in case of failure to discharge or improper discharge by the other party of obligations under the agreement which is a derivative financial instrument. With this, a procedure for estimation of the amount of monetary assets (quantity of other property) which are subject to the transfer by a party (parties) in connection with termination of obligations under the agreements which are derivative financial instruments, as well the time for such transfer, must be established.
  5. A contract which a derivative financial instrument may define the person on the basis of the agreements made with the parties to the cited agreement which shall estimate the amount of the monetary assets (the quantity of other property) to be transferred under the agreement which is a derivative financial instrument, shall make to the parties the claims provided for by such agreement, shall make other actions which are necessary for exercising the rights and the discharge of obligations by each of the parties to the cited agreement. A clearing organisation, a credit institution, broker or depository may act as such persons.Information on changes:Federal Law No. 327-FZ of November 21, 2011 amended Item 6 of Article 51.4 of this Federal Law. The amendments shall enter into force on January 1, 2013
  6. Making in the trading held by an exchange an agreement which is a derivative financial instrument providing for the duty of a party to pay monetary assets depending on the emergence of the circumstances proving a failure to discharge, or improper discharge by one or several legal entities, states or municipal entities of their duties shall be only allowed on condition that the parties to such agreement are participants at organised auctions, the person at whose expense such duty is discharged is a qualified investor by virtue of federal law or a legal entity recognised as a qualified investor, while the person at whose expense the other party acts, – as a legal entity.The conclusion of the agreements cited in Paragraph One of this item outside an exchange trading shall only be allowed on condition that sums of money, depending on the occurrence of a circumstance proving a failure to discharge or improper discharge by one or several legal entities, states or municipal entities of their duties, shall be paid on account of a credit institution, broker or dealer, while the party holding the right to receive such sums of money or the person at whose expense it acts, is a legal entity.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 51.4 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. The agreements which are derivative financial instruments intended for qualified investors may only be made through brokers. The cited rule shall not extend to qualified investors by virtue of federal laws, or to the instances established by the Bank of Russia.

Information on changes:

Federal Law No. 8-FZ of February 7, 2011 supplemented this Federal Law with Article 51.5. The new Article shall enter into force upon the expiry of 180 days from day of the official publication of the said Federal Law

Article 51.5. Model Terms of Agreements and the General Agreement (Single Agreement) in the Financial Market

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 reworded Item 1 of Article 51.5 of this Federal Law

  1. If the parties intend to conclude more than one repo agreement, an agreement that is a financial derivative and/or an agreement of other type, whose subject is securities and/or foreign currency, such agreements can be concluded on terms defined by the master agreement (single agreement). On the terms defined by the master agreement (single agreement) can also be concluded an agreement envisaging the obligation of transfer of securities and/or funds, including foreign currency, by one party to the agreement to the other party for securing fulfillment of obligations from the agreements concluded on terms of the master agreement (single agreement). In such case, the terms of the agreements cited in this Item and of the master agreement (single agreement) can envisage that their certain terms shall be defined by tentative terms of the agreements approved by the self-regulating organisation of the professional securities market participants and published in printed media or in the internet.
  2. A self-regulated organisation of professional securities market participants is entitled to endorse model terms and conditions of the agreements cited in Item 1 of this article. Such model terms and conditions may determine the terms and conditions of one kind or several kinds of the cited agreements.
  3. The model terms and conditions of agreements endorsed by a self-regulated organisation of professional securities market participants must contain the following:
    1. grounds and procedure for termination of obligations under an agreement, several and/or all agreements whose individual terms and conditions are determined by the general agreement (single agreement), in particular on demand of either party to an agreement, if the other party thereto fails to discharge or discharges improperly obligations under the agreement. For this, model terms and conditions of agreements must establish a procedure for estimating the amount of money (the quantity of other property) to be transferred by the party (parties) to an agreement in connection with termination of obligations under the cited agreement and the time period for such payment (transfer);
    2. procedure for termination of obligations in connection with initiation of bankruptcy proceedings by either party to the general agreement (single agreement) and for determining the net obligation, that is, the pecuniary obligation arising in connection with termination, which provides that:obligations are terminated under all the agreements made in connection with the general agreement (single agreement);obligations shall be terminated as of the date fixed in compliance with the general agreement (single agreement) or as of the date preceding the date of adoption by an arbitration court of the decision on declaring the debtor bankrupt and on initiation of winding-up proceedings or, as regards a credit institution, on the date of withdrawal from it of the licence for exercising bank operations, depending on which of the cited dates is the earliest;the net obligation shall be determined in respect of all the obligations to be terminated and shall not comprise compensation for losses in the form of lost earnings and recovery of a forfeit (fines, penalties);
    3. an indication that the general agreement (single agreement) corresponds to the model terms and conditions thereof, if such agreement contains the provisions corresponding to the model terms and conditions, which are enumerated in Subitems 1 and 2 of this item, as well as an indication of other terms and conditions whose presence in the general agreement (single agreement) testifies to the compliance of the cited agreement to the model terms and conditions.

    Information on changes:Federal Law No. 251-FZ of July 23, 2013 reworded Item 4 of Article 51.5 of this Federal Law. The new wording shall enter into force on September 1, 2013

  4. Indicative terms of agreements approved by a self-regulating organisation of professional securities market participants and the amendments thereto shall be coordinated with the Bank of Russia using the procedure established in regulatory acts of the Bank of Russia. The Bank of Russia shall approve the indicative terms and the amendments thereto or refuse the approval not later than 60 days from the date of receipt of the related documents. The grounds for refusal to approve the indicative terms of agreements and theamendments thereto shall be their incompliance with requirements of this Federal Law and non-observance by the self-regulating organisation of professional securities market participants of requirements of regulatory acts of the Bank of Russia that define the procedure for such approval. The indicative terms of agreements and the amendments thereto can be published in mass media (printed periodicals) or uploaded to the Internet after their approval by the Bank of Russia.Information on changes:Federal Law No. 210-FZ of June 29, 2015 amended Item 5 of Article 51.5 of this Federal Law
  5. If one of the parties to agreements cited in Item 1 of this Article, or to a general agreement (single agreement) is a foreign person, the terms and conditions of the cited agreements, as well as of the general agreement (single agreement) may stipulate that some of their terms and conditions are determined by model terms and conditions of an agreement (by other similar documents) developed (endorsed) by the foreign organisations whose list is endorsed by the Bank of Russia.Information on changes:Federal Law No. 218-FZ of July 21, 2014 reworded Item 6 of Article 51.5 of this Federal Law. The new wording shall enter into force on October 1, 2014
  6. The party to a REPO agreement, to an agreement which is a derivative financial instrument, to an agreement of another type not made through organised trade which is cited in a regulatory act of the Bank of Russia must provide information on such agreements defined by the regulatory acts of the Bank of Russia to a self-regulated organisation of professional securities market participants, clearing organisation or exchange.The party to an agreement made under the terms of a general agreement (single agreement) which is not cited in a regulatory act of the Bank of Russia, as well as the party to an agreement which is not defined by a regulatory act of the Bank of Russia, is entitled to provide information on these agreements to the self-regulating organisation of professional participants of the securities market, clearing organisation or exchange.Information on changes:Federal Law No. 251-FZ of July 23, 2013 amended Item 7 of Article 51.5 of this Federal Law. The amendments shall enter into force on September 1, 2013
  7. The procedure, time and form for presenting by a self-regulated organization, clearing organisation and stock exchange the information provided for by Item 6 of this Article, a procedure for keeping the cited registers, a procedure for and periodicity of presenting them to the Bank of Russia, as well as a procedure for providing information from the mentioned registers, shall be determined by regulatory acts of the Bank of Russia.

Information on changes:

Federal Law No. 210-FZ of June 29, 2015 supplemented this Federal Law with Article 51.6

Article 51.6. Specifics of Pledge and other Encumbrance of Uncertified Securities

  1. Provisions of the Civil Code of the Russian Federation shall be applied to the relations connected with pledge of uncertified securities or other encumbrance, taking into account the specifics established by this Article.
  2. Encumbrance of uncertified securities shall be created from the moment of making an entry on the encumbrance by the holder of the register or the depository on the personal account (depo account) of the holder, trustee or a foreign authorised holder. In cases established by the federal law, encumbrance of securities shall be created from the moment of their charging on the personal (depo) account where the title to the encumbered securities is recognised.A federal law or an agreement can establish that encumbrance of securities shall be created later.For making an entry on encumbrance of securities on the personal (depo) account of the holder, trustee or a foreign authorised holder, the information making it possible to identify the person for whose benefit the encumbrance is set and other information on such person in the scope envisaged for opening of a personal (depo) account shall be provided to the holder of the register or the depository.
  3. Entries regarding change of terms of encumbrance of uncertified securities and regarding its termination shall be made on the basis of an order of the holder, trustee or foreign authorised holder, if there is a written consent a person, for whose benefit the encumbrance is set, or without such order in cases envisaged by the federal law or an agreement of the rightholder with the person responsible for accounting of title to securities and the person, for whose benefit the encumbrance is set. The written form of the agreement cited in this Item shall be considered observed if it is provided to the holder of the register or the depository in the form of an electronic message bearing the encrypted and certified digital signature or, if so envisaged by the register keeping rules or the terms of the agreement with the person whose securities are encumbered and the person, for whose benefit the encumbrance is set – a basic or encrypted non-certified digital signature.
  4. The person, whose securities are encumbered shall have no right to dispose of the securities or to demand from the issuer or the obligor upon the securities repurchase, purchase or redemption of the securities encumbered without a consent of the person, for whose benefit the encumbrance is set, unless otherwise established by a federal law or an agreement.
  5. A right to dispose of encumbered securities, including the right to demand repurchase, purchase or redemption of the securities from the issuer or obligor upon the securities shall not be transferred to the person, for whose benefit the encumbrance is set, except for the cases established by a federal law or an agreement.
  6. In case of conversion of the encumbered securities into other securities, the holder of the register or the depository shall make an entry on encumbrance of the latter without any orders (instructions) of the person whose securities are encumbered and without a consent of the person, for the benefit of which the encumbrance is set. If a pledge agreement envisages that the securities into which the pledged securities are converted shall not be deemed pledged, the rule cited in this Item shall not be applied.If the pledgor, by virtue of being the holder of securities, obtains other securities in addition to those pledged free of charge, the holder of the register or the depository shall make an entry on pledge of such securities without any orders (instructions) of the pledgor and without consent of the pledgee.
  7. In case of redemption of the encumbered securities by the issuer (obligor upon thesecurities) or purchase of the encumbered securities by a third party beyond the will of the person exercising rights on such securities, the monetary amounts from their redemption or purchase shall be directed to the person exercising rights on such securities. The rule shall not be applied, if the right to gain income is transferred to the pledgee according to the terms of the pledge agreement.If terms of the encumbrance define that the monetary amounts cited in this Item shall be received by the person, for whose benefit the encumbrance is set, such amounts shall be set off against liquidation of the obligation whose fulfillment is secured, unless otherwise envisaged by the agreement.
  8. If terms of the securities pledge agreement envisage that the rights on the pledged securities shall be exercised by the pledgee, the entry on the encumbrance shall contain such information. In such case, the list of persons exercising rights on securities shall include information on the pledgee that exercises the rights in its name.
  9. In case of a lock-up of the certificated securities, including bearer certificated securities subjected to obligatory centralised storage, setting of a pledge or other encumbrance on such securities shall take the form of making an entry thereon on the depo account of the pledgor or the person whose securities are encumbered, or by way of charging on the personal (depo) account where the title to the encumbered securities is recognised. In case of setting of such encumbrance, the rules envisaged by this Article shall be applied.

Article 52. Abrogated from September 1, 2013.

Article 53. The Procedure for the Enforcement of the Present Federal Law

  1. The present Federal Law shall inter into force from the day of its official publication.
  2. The President of the Russian Federation shall be offered and the Government of the Russian Federation shall be instructed to bring their normative legal acts into conformity with the present Federal Law.
President of the Russian Federation Boris Yeltsin

The Kremlin, Moscow