On Amendments To The Federal Law "on Securities Market", Federal Law "on Joint Stock Companies" And The Federal Law "on Protection Of Rights And Legal Interests Of Investors On The Securities Market"

Original Language Title: О внесении изменений в Федеральный закон "О рынке ценных бумаг", Федеральный закон "Об акционерных обществах" и Федеральный закон "О защите прав и законных интересов инвесторов на рынке ценных бумаг"

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RUSSIAN FEDERATION FEDERAL LAW On amendments to the Federal Law on Securities Market, Federal Law "On joint-stock companies" and Federal Law " On Protection Rights and legitimate interests of investors on the securities market " Adopted by the State Duma on 9 December 2005 Approved by the Federation Council on 14 December 2005 (B Federal Law dated 23.07.2013. N 251-FZ) Article 1 OF THE PRESIDENT OF THE RUSSIAN FEDERATION 1918; 1999, N 28, sect. 3472; 2001, N 33, article 3424; 2002, N 52, sect. 5141; 2004, N 31, est. 3225; 2005, N 25, 100 2426) the following changes: 1) in article 16: in Part 8, "on the basis of a contract with the Russian issuer" delete; , in Part 10, the word "issuer" delete; 2) in article 19, paragraph 1: the first paragraph after the words "is not provided" to be supplemented with the words "by this Federal Law and other"; "; 3) in article 20: paragraph 1 addition to the following paragraph: " The registering body shall determine the maintenance of the registry and maintain a register of emissive securities with information on their registered releases (additional issues) of the emissary The issuance of securities and the annulated individual numbers (codes) of issues (additional issues) of the emissive securities, and the registering body, the federal executive branch of the securities market, also on issues (additional issues) issues of non-commission securities not subject to by the present Federal Law and other federal laws of state registration. The registering body shall make changes to the register of emissive securities within three days of the decision or receipt of the document constituting the basis for such modifications. The provisions of this paragraph shall not apply to the public, municipal securities and bonds of the Bank of Russia. "; , third paragraph 4, after the words" securities ", add" or from the moment of submission to the registering body for the notification of additional issuance of the securities "; 4) in article 22, paragraph 10: , paragraph 2, after the words" its definition), "to be supplemented with the words" the order and timing of payments for the of the emissive securities, "; the fourth paragraph should read as follows: "on persons providing accommodation and (or) emplacement of emissive securities, their remuneration and the availability of obligations to acquire unplaced securities;"; 5) in paragraph 3 of the article 22-1 the words "solidarity with the issuer of liability for damage caused" by the words "jointly subsidiary liability for damage caused by the issuer"; 6) second sentence of part three of article 24 to supplement the words ", and if, in accordance with this Federal Law and other Federal laws issue securities issues without state registration of the report on the results of their release (additional issue)-in the notification of the output (additional issue) of the emissive securities "; 7) 25, amend to read: Article 25. { \b Report } { \b } { \b } { \b } { \b } { \b } { \b } { \b Output } No later than 30 days after the issuance of the issuance of the emissive securities, the issuer is required to submit to the registering body a report on the outcome of the issue (s) of issue (s) of emission securities or in the case provided for in paragraph 2 of this article, -Notification of the output (s) of the issue of the emission securities. 2. Issuer is entitled to submit to the registering body a notice of the output (additional issue) of the emissive securities in the case of a broker of securities emplacement services through open subscription and implementation of the stock The listing listings, including the placement of the additional issue of securities, if the listing of the relevant issue has been completed earlier. In the event that the stock exchange is not included in the issued securities, the issuer is required to report the output (s) to the registering body within the time period specified in paragraph 1 of this article of the SEC. This paragraph does not apply to issue of shares and securities convertible into equities carried out by credit institution issuers. 3. The report of the output (additional release) of the issue of securities should state the following information: 1) the start and end date of the placement; 2) the actual price (s) of the placement of securities; 3) the number of securities; 4) the share of collocated and unallocated securities of issue; 5) total revenue for posted securities, including: Amount of cash in Payments made to securities; money Foreign currency funds made in payment of posted securities and denominated in the currency of the Russian Federation at the time of the deposit; Volume of tangible and intangible assets paid for securities held in the currency of the Russian Federation; 6) on transactions recognized by federal laws in large transactions and transactions in which there is interest in the process of placing Security. 4. In addition to the information provided in paragraph 3 of this article, the list of holders of the emissive securities packages is listed in the report. is determined by the federal executive branch of the securities market. 5. The notification of output (additional release) of the emissive securities should contain, together with the information specified in paragraph 3 of this article, the following information: 1) the name and location of the stock exchange, that is listed on the emissive securities; 2) the date of listing of the emplaced securities. 6. The report (notice) of the output (s) of the issue of the emissive securities shall be signed by the person performing the functions of the sole executing agency of the issuer, its chief accountant (another person performing its functions), and Notification of output (additional release)-also a broker providing the issuance of emission securities, confirming the accuracy and completeness of all the information contained in the report (s) of the output (additional release) of the emissive securities. Persons who have signed the report (notice) of the output (s) of the issue of emissive securities are jointly subsidiary liability for the damage caused by the issuer to the owner of the securities that is contained in the said report (s) of incorrect, incomplete and (or) misleading investor of information confirmed by them. 7. Simultaneously with the report on the output (additional issue) of emission securities, the registering body submits an application for its registration and documents confirming the issuer's compliance with the Russian legislation The federation determines the order and conditions for the placement of securities, the approval of the report on the results of the issue of securities, disclosure of information, and other requirements, the compliance of which is necessary for the placement of securities. The exhaustive list of such documents is determined by the normative legal acts of the federal executive branch of the securities market. The registering body shall review the report on the output (additional issue) of the emission securities in the two-week period and, in the absence of the emission-related securities issues, register it. The registering body is responsible for the completeness of its registered report. "; 8) Part 10 of article 26, as follows: " Period of limitation for recognition of invalid issuer and registrant The Conference of the States parties to the Convention on the Rights of the the month since the report of the release (s) issuing of emission securities or from the time of submission to the registering body of the notification of the output (additional issue) of the emissive securities. "; 9) article 27, paragraph 1, after the words" registration of the report " In the words "(submission to the registrating body of the notice)"; 10), article 42, paragraph 18, as follows: " 18) determines the order of the registry and maintains the register of professional participants in the securities market; containing data on issued, suspended, and revoked licenses for Professional activities in the securities market. The Federal Executive Committee on the Securities Market makes changes to the register of professional participants of the securities market within three days of making the relevant decision or receipt of the document that is the basis for the securities market. amending; "; 11) in article 44: in paragraph 3 of the words" to exclude conflicts of interest, including in the provision of services by a financial consultant to the emissive broker " " are mandatory for professional participants in the securities market aimed at excluding conflict of interest, including in the provision of services for the preparation of securities prospectus and emplacement of securities "; to supplement paragraph 6-1 as follows: " 6-1) to collect and store Information, including personal data, in relation to the exercise of the functions of this Federal Law; "; (Spaced by Federal Law dated 23.07.2013. N 251-FZ) N 251-FZ ) 12), in the first paragraph of article 51, paragraph 1, of article 51-1, replace the words "on the basis of" with the words "on the basis of", the words "on the basis of a decision of the Government of the Russian Federation" should be deleted. Article 2 Amend the Federal Law of December 26, 1995 N 208-FZ "On joint-stock companies" (Legislative Assembly Russian Federation, 1996, No. 1; 2001, N 33, article 3423; 2005, N 1, article (18) the following changes: 1) Article 12, paragraph 2, after the words "of the report on the output of the shares" to be supplemented by the words " or in the event that the Federal Law reports on the outcome of the issue of securities was registered,-extracts from the register of emissive securities "; 2) in article 28, paragraph 4, the word" shareholders "should be replaced by the word" persons "; 3), paragraph 2 of article 33 should be supplemented with the following paragraph: " Decision of the Board Directors (Supervisory Board) of the Society for the Placement of Bonds Converted in The board of directors (supervisory board) of the society is unanimously approved by the board of directors (the supervisory board) of the society, and the votes of the elected members are not taken into account of the board of directors (supervisory board) of the society. "; 4), in the first paragraph of article 36, paragraph 2, of the words" the shareholders of the society in the exercise of the right of acquisition of the shares "shall be replaced by the words" to persons exercising priority of acquisition of shares, "; 5) in the first paragraph of the paragraph (2) In article 38, the words "to the shareholders of a society in the exercise of the right of acquisition of such securities" shall be replaced by the words "to persons exercising priority in the acquisition of such securities"; (6) in article 40: paragraph 1 should be added to the following paragraph: "This paragraph does not apply to a single shareholder."; paragraph 2 should read: " 2. If the decision, which is the basis for the placement of additional shares and securities convertible into the shares, is taken by the general meeting of the shareholders of the company, the list of persons who have priority in acquiring additional shares, and The stock of securities that is convertible into the stock is drawn up on the basis of the shareholders ' register at the date of drawing up the list of persons entitled to participate in such a general meeting of shareholders. In other cases, the list of persons who have priority in the acquisition of additional shares and of the securities held in stock shall be drawn up on the basis of the Register of Shareholders at the date of the decision making the basis for the acquisition. the placement of additional stock and emissive securities convertible into stock. In order to compile a list of persons who have priority in acquiring additional shares and securities convertible into stocks, the nominal shareholder is the person for whom he/she owns the shares. "; (7) Article 41 should be amended to read: Article 41. The order of precedence for equities and emissive securities, convertible in stock 1. Persons who have priority in acquiring additional shares and securities convertible into equities must be notified of the possibility that they may give priority to article 40 of this Federal Act. Rights in the manner prescribed by this Federal Law for the communication of a general meeting of shareholders. The notification should include information about the number of shares and securities held in the stock, the price of their placement, or the order in which the placement price is determined (including the price of their placement or the order of the definition (a) The need for specification of the right to purchase, the right to purchase, and the right to purchase, the right to purchase, and the right to purchase, the order in which the persons concerned are entitled to acquire them. stocks and equities convertible into equities should be (a) The right of the child to education in the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the Republic of the 2. The period of validity of the right of validity shall not be less than 45 days from the date of issuance or publication of the notice unless otherwise stipulated in this paragraph. If the placement is determined by a decision that is the basis for the placement of additional stocks and equities converted to stocks, the placement price is determined after the end The period of validity of the priority shall not be less than 20 days from the date of issuance or publication of the notice. In this case, the notice must contain information about the term of payment of the securities, which cannot be less than five working days from the moment of disclosure of the location price. 3. A person who has a predominant right to acquire additional shares and equities, convertible into equities, may exercise his or her right of preference in full or in part by submitting a written application for acquisition stocks and securities convertible into stock. The statement should contain the name of the applicant, the indication of the place of his residence (location) and the number of securities purchased. The application for the purchase of stocks and of securities to be converted into stocks shall be accompanied by a document on their payment, except as provided for in paragraph 2, paragraph 2, of this article. If a solution is the basis for the placement of additional shares and securities convertible into equities, they provide for non-monetary means, persons exercising pre-emptive right of purchase security, the right to pay for their money. 4. Society shall not be entitled until the end of the period of priority to place additional equities and emissive securities converted into equities, non-overriding acquisition of them. "; 8) fourth paragraph Article 81, paragraph 2, should be supplemented with the words "and emissive securities convertible into equities". Article 3 Article 9 of Federal Law of 5 March 1999 N 46-FZ " On the protection of the rights and legitimate interests of investors in the market OF THE PRESIDENT OF THE RUSSIAN FEDERATION 1163; 2005, N 25, est. 2426), amend to read: " Article 9. { \b Informing investors } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b } { \b professional participants in the securities market should be open and accessible to any interested person. ". Article 4 1. This Federal Act shall enter into force on the date of its official publication, except in the second and third paragraphs of article 1, paragraph 1, article 2, paragraph 1, and article 3 of this Federal Act. 2. Paragraphs 2 and 3 of article 1, article 2, paragraph 1, and article 3 of this Federal Act shall enter into force 60 days after the date of its official publication. President of the Russian Federation Vladimir Putin Moscow, Kremlin 27 December 2005 N 194-FZ