1996 39 Federal Law on the market. Law on the securities market in the Russian Federation

Regulates relations arising in connection with the issue and circulation of financial instruments, regardless of the type of issuer, the rules for the creation and work of professional participants in trading platforms. Let us consider further some provisions of the normative act.

General information

There are various types of activities in the market. It is usually carried out by professional participants. Currently, organizations that provide various services to investors are quite common. The key task of trading platform participants is to preserve and increase capital. The basic rules are established by the regulatory act under consideration, as well as by the Central Bank of Russia. It acts as a regulator and key supervisory authority.

Dealer activity

It is associated with transactions for the purchase or sale of financial instruments. These operations, in accordance with the rules, are carried out at one’s own expense and on one’s own behalf through a public announcement of the value with an obligation to purchase/sell. Professional participants can be strictly defined entities. The purchase/acquisition of bonds and other financial instruments is carried out by legal entities that are commercial structures, as well as state corporations, if the corresponding powers are provided for by regulations governing their work.

Setting conditions

Dealer activity includes the definition of:

Maximum/minimum number of financial instruments for sale/purchase.
The period for which the price is set.

If the advertisement does not indicate other essential conditions, the professional participant must conclude a transaction at the client’s suggestion. If he evades this, in accordance with 39-FZ "On the Securities Market", a claim may be brought against him for forced execution of the established requirement or for compensation for losses suffered by the investor.

Administration

Securities management involves operations with financial instruments, funds used for transactions, as well as the conclusion of contracts. To carry it out, as a general rule, a license is required. The exception is cases when management is related only to financial instruments. The procedure for performing transactions is regulated by the regulatory act and agreement in question. When conducting activities, a professional participant must indicate that he acts as a manager.

Rights and responsibilities

If a conflict of interests between a professional participant and one/several clients, which the parties were not aware of in advance, led to transactions that caused damage to the latter, the manager is obliged to compensate for the losses at his own expense. The regulatory act under consideration establishes the rights of subjects. In particular, a professional participant, in accordance with Federal Law 39 “On the Securities Market,” can purchase financial instruments that are intended for qualified investors, as well as enter into relevant agreements. If established regulations are violated, certain negative consequences occur for the subject. Among them:

Imposing the obligation to sell financial instruments and terminate contracts acting as their derivatives. The corresponding requirement can be presented by the Central Bank of Russia or directly by the client himself.
Compensation for losses caused as a result of the sale of financial instruments and termination of contracts.
Payment of interest on the amount of completed transactions/signed agreements. Their size is established by If there is a positive difference between the amount received upon sale of securities/termination of contracts and the funds paid in connection with the purchase/sale of financial instruments, interest is paid in the amount not covered by it.

A statement of claim for the application of the corresponding consequences of a professional participant in transactions in violation of the requirements of 39-FZ “On the Securities Market” can be filed within a year from the date of receipt of the relevant report by the client.

Additional features

The manager may independently submit to the court any claims related to the implementation of his activities, including the right to submit which is granted to shareholders and other owners of securities. In this case, he will incur corresponding costs, including state duty. They are compensated from property acting as an object of trust management. A professional participant also has the right to instruct another entity to carry out transactions. They are carried out on behalf of the manager or trustee. Transactions are made at the expense of the property that is the object of the agreement. The manager has the right to expect remuneration. The condition for its payment is established in the contract. In addition, he has the right to compensation for expenses incurred during trust management at the expense of the relevant property. This right may not be conditional on receiving income from transactions.

Responsibilities

The manager must keep records of the securities acting as the objects of his activities, as well as for each agreement. At his own discretion, the professional participant exercises all rights established by financial instruments. The trust agreement may set restrictions. For example, to exercise the right to vote. If it is not limited, the manager fulfills the obligations regarding the ownership of securities. If there is no authority to vote at the general meeting of owners of financial instruments and investment shares, the professional participant must provide information about the founder of the agreement to compile a list of entities that have such an opportunity. The commented normative act also establishes other responsibilities. In particular, at the request of the founder, the manager gives instructions to the depository to exercise the first right to vote.

Transfer agent

He is engaged by the registrar, which maintains the register of owners of financial instruments, to implement part of the functions. The subject performs operations on the basis of the relevant agreement and power of attorney. In the process of carrying out their activities, transfer agents must indicate that they are working on behalf of and on behalf of the registrar, and present the necessary documents to interested parties.

Rights

They are prescribed in the contract and power of attorney. Involved entities have the right:

Accept documentation necessary to perform operations in the registry.
Provide registered and other persons with personal account statements, notifications and other information provided by the registrar.

Responsibilities

Involved entities must:

Take appropriate measures to identify persons who submit documents to complete the necessary transactions in the registry.
Provide the registrar with access to accounting materials upon his request.
Maintain the confidentiality of information received during the implementation of relevant operations.
Verify the credentials of representatives of registered persons.
Certify signatures of individuals according to the rules established by the Central Bank.
Comply with other requirements determined by the Central Bank.

The calculation of the period for performing operations in the register or for refusing to carry them out begins from the date of acceptance of the relevant documentation and powers by the involved participant. The transfer agent and the registrar must exchange information and materials in electronic form when interacting.

Rules for providing information

At the request of the entity obligated for financial instruments (issuer), the nominal holder of securities or the person who carries out mandatory centralized custody of them must provide a list of owners. It is generated on the date specified in the request. The issuer may state this requirement if the provision of this list is necessary for it to fulfill the obligations defined in federal legislation. This list is sent within fifteen days from the date of receipt of the request. If the date specified in the request occurs later than the calendar date of its receipt, then the period is calculated from the day specified in the notification.

The list of owners must indicate:

Type, type (category) of financial instruments and information allowing their identification.
Information about the issuer.
Information about the owners of securities, including a foreign company that is not a legal entity under the laws of the country in which it was formed, as well as other entities exercising rights under financial instruments, and persons in whose interests they are exercised. Information about the latter may not be included in the list. This is permitted subject to certain conditions. In particular, the person who exercises rights under financial instruments is an investment management company or a foreign organization participating in collective/joint investment schemes, both without and with the formation of a legal entity, if the number of participants is more than 50.
Information about persons whose rights to financial instruments are accounted for in the issuer's treasury l/s, deposit and other accounts defined in other Federal Laws, if these entities do not exercise the available legal opportunities.
Information allowing the identification of the persons specified in the previous two paragraphs. The list includes the number of securities owned by them.
International identification code of the entity that records rights to financial instruments of organizations and persons specified in clauses 3-4, including a foreign nominee holder and a foreign company that has the right to transfer and record rights.
Data on persons not used to form a list, as well as the number of papers for which information was not received.
Information on the number of financial instruments that are recorded in the accounts of unidentified entities.

Conclusion

The registry holder may require from registered entities, and the depositary - from depositors, if they act as nominal owners (including foreign ones), to provide information for the formation of lists for a specific date upon receipt of the above request. The person with the account is required to provide the necessary information to compile the list. An entity exercising rights under financial instruments in the interests of other participants, at the request of the registry holder or depository performing accounting, must send the requested data to generate a list of owners.

1. Registry holders and depositories are obliged to ensure the confidentiality of information about the person for whom a personal account (depository account) is opened, as well as information about such an account, including transactions on it.

2. The information specified in paragraph 1 of this article can be provided only to the person for whom the personal account (depo account) is opened, or his representative, as well as other persons in accordance with federal laws. Depositories have the right, upon written instructions of the depositor, to provide other persons with information about such depositor, as well as about transactions on his securities account.

3. The information specified in paragraph 1 of this article may be provided by the depositary to the persons specified in the deposit agreement in the cases established by it.

3.1. If the register holder or depositary has recorded an encumbrance of securities or registered the fact of their encumbrance, including a pledge, the information specified in paragraph 1 of this article may be provided to the person in whose favor the encumbrance of securities has been recorded (registered) in the manner established by the Bank Russia.

4. The information specified in paragraph 1 of this article may also be provided to courts and arbitration courts (judges), the Bank of Russia, and, with the consent of the head of the investigative body, to preliminary investigation bodies in cases in their proceedings, internal affairs bodies when carrying out their functions to identify, prevent and suppress crimes in the economic sphere with the consent of the head of these bodies, as well as in cases and to the extent provided for by federal law, election commissions when they exercise functions of monitoring the procedure for the formation and expenditure of funds from election funds, referendum funds, over the sources and amounts of property received by political parties, their regional branches and other registered structural units in the form of donations from citizens and legal entities, as well as the sources of funds and other property of political parties, their regional branches and other registered structural units received as a result making transactions.

5. Information about the person for whom a personal account (custody account) is opened, as well as information about the number of securities that are accounted for in the specified personal account (custody account), may also be provided to the issuer (the person obligated for the securities), if this necessary for the performance of his duties provided for by federal laws, and in other cases provided for by federal law.

5.1. Register holders and depositories are obliged to receive, in the manner established by the Bank of Russia in agreement with the Central Election Commission of the Russian Federation, and to consider requests received from the Central Election Commission of the Russian Federation, election commissions of the constituent entities of the Russian Federation for the provision of information about securities owned by candidates for deputies or for other elective positions, and in cases provided for by federal law, information on securities belonging to spouses and minor children of candidates for deputies or other elective positions, sent for the purpose of verifying the accuracy of information provided by candidates for deputies or other elective positions as provided for by the legislation of the Russian Federation on elections for other elective positions in election commissions. If the register holders and depositories have the requested information, the register holders and depositories are obliged to send the specified information to the Central Election Commission of the Russian Federation, election commissions of the constituent entities of the Russian Federation in the manner and within the time limits established by the Bank of Russia in agreement with the Central Election Commission of the Russian Federation, in the amount provided legislation of the Russian Federation on elections.

6. In the event of a violation by the registry holder or depository of the requirements of this article, the persons whose rights are violated have the right to demand compensation from the corresponding registry holder or depository for damages caused.

7. The holder of the register and the depository are responsible for violation of the requirements of this article in the manner established by the legislation of the Russian Federation.

A long-term process with more than one participant requires formalization. The redistribution of property in the 90s led to the preparation of the law “On the Securities Market”. The standard has undergone five dozen amendment forms over 20 years. The difficulties of issuing bonds and receipts, as well as the complexity of securities management activities, were subject to adjustment.

The legislative framework

The list of expensive assets is extensive:

stocks and bonds:
mutual fund units:
checks and bills of lading;
bills and mortgages.

The Federal Law on the securities market regulates the relations of entities in the field of issuing instruments.

The law was created on prepared ground, in parallel with the updated Civil Code and the Code of Joint Stock Companies.

The economic and political balance of power within the country and the need to take into account international rules dictate changes to the law. The last adjustment occurred on December 31st. The countries listened to the chimes, and the servants of Themis approved the amendments.

Definition of the concept

Securities management activities are considered to be the functioning of professional participants in the securities market of the securities market in the conditions of trust management of shares and bonds; derivative assets - futures and options; money for the purchase and sale of the above.

In Art. 39 of the Federal Law explains the key terms of the securities market, lists the types of professional employment and establishes a reference to restrictions on combining professional operations at the securities market. In addition, it sets out the rules regarding emission values - their varieties, the procedure for issue and circulation.

Activity on the RCB

The activities of a professional participant in the securities market as of January 2018 include six types of activities:

Brokerage. They represent actions on stocks and bonds carried out on the basis of paid contracts with the client at the expense of the client. The law specifies who can be a client - the issuer or a person with available funds.
Dealer practice is also the purchase/sale of assets, but at one’s own expense and in one’s own name at a publicly stated price.
Depository functions - storing certificates for assets if they are issued in paper form, or creating and maintaining up-to-date records of the transfer of ownership of valuable certificates.
Maintaining a register of owners of valuable assets. This activity involves the collection, processing, archiving and provision, upon reasonable request, of information about the owners of shares, bonds and other assets.
Organization of trading in the stock and other markets, services to securities market participants for effective transactions.
Securities management activities, contractual relationships with a specified fee for services and the deadline for fulfilling obligations under trust management: other people's valuable assets in the form of funds for the purchase of shares; assets already owned; money and securities received as a result of transactions with assets transferred into custody.

The manager is obliged to respect the interests of the client and carry out profitable transactions within the framework of the concluded agreement. For the work performed, he has the right to remuneration and compensation for necessary expenses incurred. Payment for labor and reimbursement of expenses is made at the expense of the management facilities. Whether the client receives income as a result of trust management of securities or suffers losses, the manager must pay for the work of the manager according to the terms of the agreement.

Until 2011, the law also included an article on clearing. Then this work was excluded from the standard and covered with its own rules. Since December 2018 Art. 6 of the Law on Securities Markets will be supplemented with two new clauses on investment consulting.

Who are considered pros

The above-mentioned securities management activities may be carried out exclusively by a legal entity (Article 2). Both they and an individual have the right to apply for the role of investment advisor. For applicants, a mandatory requirement for compliance is membership in a self-regulatory organization of investment advisers.

No matter what kind of work a professional participant does, he bears the title of manager.

The quality and legality of the movements of professional participants of the securities market is controlled by the FFMS - the federal service for financial markets. CFUs are controlled by the Central Bank.

Organizers of securities trading and other professional participants carry out internal control using full-time auditors.

Board Code

RSB participants are allowed to perform functions on the basis of licenses:

for asset management;
to maintain a register of owners of market assets;
to organize stock trading (exchange).

The rules for carrying out securities management activities are enshrined in the resolution of the Central Bank of the Russian Federation. The previously existing “Procedure...” code is replaced with “Requirements...”:

to the regulations for the administration of classes on the management of expensive assets;
to the regime for disclosing information about completed movements of assets entrusted to the manager;
preventing conflicts of interests between the manager and clients.

In Art. 39-FZ directly states that if the actions of the manager conflict with the interests of the client and lead the trusting citizen to losses, then the manager is responsible for the damage caused and compensates the client for losses. In addition, restrictions have been established on combining types of activities.

The company maintaining the registry is not entitled to engage in other types of professional practices on the securities market, and the client broker does not have access to depository activities.

Forex dealers are limited to their own occupation, there is no right to combine the functions of a professional participant in the securities market, and they are not allowed to engage in other work from the list established by Law 39.

It is allowed to simultaneously provide sets of services in the following composition:

brokerage;
dealer;
on securities management.

Accounting Rules

The manager is charged with keeping records of the securities transferred to his management. Knowledge of civil law and accounting standards is a mandatory quality of a professional manager.

Values are taken into account separately for each principal. Violation of the accounting procedure by the manager is regarded as an administrative offense with subsequent punishment in the form of a fine in the range of 20-30 thousand or suspension from service for a year. Collections from legal entities range from 500-700 thousand.

Banks and papers

In addition to traditional banking functions, financial institutions play the following role in the stock market:

issuer, when a bank issues its own bonds to attract cheap loans or shares to form an authorized capital;
an investor who invests funds in shares of other people's projects with a plan for subsequent receipt of income in the form of part of the profit of the financed issuer - dividends or coupon income;
professional participant of the securities market, performing the work of a broker, dealer or securities manager on the basis of a license.

The activities of banks in managing securities include issuing loans for the purchase of expensive property, acting as paying agents for issuing companies and conducting settlements based on market manipulations.

Assistant Professional

The list of entities managing valuable assets does not include the term “transfer agent”. The Federal Law on the Securities Market does not classify such persons as professional participants. An organization providing transfer services does not require licensing or membership in an SRO.

The transfer agent's workload is as follows:

accepting forms from persons registered in the register when manipulating assets;
accumulation of originals related to the actions taken with assets and sending to the registrar;
issuing forms prepared by the registry holder to persons in the register;
confirmation of signatures on orders of persons included in the register when managing securities.

Exclusively collection and transmission of information. The registry holder manages the received material: adjusts accounts and prepares extracts.

Changes and Amendments

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

Section I. General provisions

Chapter 1. Relations determined by this Federal Law

Article 1. Subject of regulation of this Federal Law

This Federal Law regulates the relations arising during the issue and circulation of issue-grade securities, regardless of the type of issuer, as well as the specifics of the creation and activities of professional participants in the securities market.

Article 2. Basic terms used in this Federal Law

Issue-grade security- any security, including non-documentary securities, which is simultaneously characterized by the following characteristics:

Secures a set of property and non-property rights that are subject to certification, assignment and unconditional implementation in compliance with the form and procedure established by this Federal Law;
posted in releases;
has equal volume and terms of exercising rights within one issue, regardless of the time of acquisition of the security.

Promotion- an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. The issue of bearer shares is permitted in a certain ratio to the amount of the paid-up authorized capital of the issuer in accordance with the standard established by the Federal Commission for the Securities Market.

Bond- an issue-grade security that secures the right of its holder to receive from the issuer of a bond within the period specified by it its nominal value and the percentage of this value fixed in it or other property equivalent. A bond may provide for other property rights of its holder, if this does not contradict the legislation of the Russian Federation.

Issue of securities- a set of securities of one issuer that provide the same amount of rights to the owners and have the same terms of issue (initial placement). All securities of the same issue must have one state registration number.

Issuer- a legal entity or executive authorities or local governments that bear, on their own behalf, obligations to the owners of securities to exercise the rights assigned to them.

Registered issue-grade securities- securities, information about the owners of which must be available to the issuer in the form of a register of owners of securities, the transfer of rights to which and the exercise of the rights assigned to them require mandatory identification of the owner.

Issue-grade bearer securities- securities, the transfer of rights to which and the exercise of the rights secured by them do not require identification of the owner.

Documentary form of issue-grade securities- a form of issue-grade securities in which the owner is identified on the basis of presentation of a properly executed security certificate or, in the case of deposit, on the basis of an entry in a securities account.

Uncertificated form of issue-grade securities- a form of issue-grade securities in which the owner is identified on the basis of an entry in the system for maintaining the register of securities owners or, in the case of deposit of securities, on the basis of an entry in a securities account.

Decision to issue securities- a document registered with the state securities registration authority and containing data sufficient to establish the scope of rights secured by the security.

Certificate of issue security- a document issued by the issuer and certifying the totality of rights to the number of securities specified in the certificate. The owner of securities has the right to demand from the issuer the fulfillment of his obligations on the basis of such a certificate.

Owner- a person to whom securities belong by right of ownership or other proprietary right.

Circulation of securities- conclusion of civil transactions involving the transfer of ownership rights to securities.

Placement of issue-grade securities- alienation of issue-grade securities by the issuer to the first owners through the conclusion of civil transactions.

Issue of securities- the sequence of actions of the issuer for the placement of issue-grade securities established by this Federal Law.

Professional securities market participants- legal entities, including credit organizations, as well as citizens (individuals) registered as entrepreneurs who carry out the types of activities specified in Chapter 2 of this Federal Law.

Bona fide purchaser- a person who acquired securities, made payment for them and at the time of acquisition did not know and could not know about the rights of third parties to these securities, unless otherwise proven.

State registration number- digital (letter, character) code that identifies a specific issue of issue-grade securities.

Section II. Professional securities market participants

Chapter 2. Types of professional activities in the securities market

Article 3. Brokerage activities

Brokerage activities are recognized as carrying out civil transactions with securities as an attorney or commission agent acting on the basis of an agency or commission agreement, as well as a power of attorney to carry out such transactions in the absence of indications of the powers of the attorney or commission agent in the agreement.

A professional participant in the securities market engaged in brokerage activities is called a broker.

Delegation of transactions to brokers is permitted only to brokers. Reassignment is permitted if it is stipulated in the commission or commission agreement or in cases where the broker is forced to do so by force of circumstances to protect the interests of his client with notification to the latter.

The transfer of trust is carried out in accordance with the civil legislation of the Russian Federation.
The broker must carry out clients' orders in good faith and in the order they are received, unless otherwise provided by the agreement with the client or his instructions. Transactions carried out on behalf of clients are in all cases subject to priority execution in comparison with dealer operations of the broker himself when he combines the activities of a broker and dealer.

If the broker has an interest that prevents the execution of the client's order on the most favorable terms for the client, the broker is obliged to immediately notify the latter of the existence of such interest.

If the broker acts as a commission agent, the commission agreement may provide for the obligation to keep funds intended for investment in securities or received as a result of the sale of securities with the broker in off-balance sheet accounts and the right to use them by the broker until such funds are returned to the client in accordance with the terms of the agreement.

Part of the profit received from the use of these funds and remaining at the disposal of the broker is transferred to the client in accordance with the agreement. At the same time, the broker does not have the right to guarantee or make promises to the client regarding income from investing the funds stored by him.

If a conflict of interests between a broker and his client, about which the client was not notified before the broker received the relevant instruction, led to the execution of this instruction to the detriment of the client’s interests, the broker is obliged to compensate for losses at his own expense in the manner established by the civil legislation of the Russian Federation.

Article 4. Dealer activity

Dealer activity is the carrying out of transactions for the purchase and sale of securities on one's own behalf and at one's own expense by publicly announcing the purchase and/or sale prices of certain securities with the obligation to purchase and/or sell these securities at prices announced by the person carrying out such activities.

A professional participant in the securities market who carries out dealer activities is called a dealer. A dealer can only be a legal entity that is a commercial organization.

In addition to the price, the dealer has the right to announce other essential terms of the securities purchase and sale agreement: the minimum and maximum number of securities purchased and/or sold, as well as the period during which the announced prices are valid. If the advertisement does not indicate other essential conditions, the dealer is obliged to conclude an agreement on the essential conditions proposed by his client. If the dealer evades concluding an agreement, a claim may be brought against him for the forced conclusion of such an agreement and/or for compensation for losses caused to the client.

Article 5. Securities management activities

For the purposes of this Federal Law, securities management activities are recognized as the implementation by a legal entity or individual entrepreneur on its own behalf for a fee for a certain period of trust management of the following transferred into its possession and owned by another person in the interests of this person or third parties specified by this person:

Securities;
funds intended for investment in securities;
cash and securities received in the process of securities management.

A professional participant in the securities market who carries out securities management activities is called a manager.

The procedure for carrying out securities management activities, the rights and obligations of the manager are determined by the legislation of the Russian Federation and contracts.

When carrying out his activities, the manager is obliged to indicate that he is acting as a manager.

If a conflict of interests between the manager and his client or different clients of the same manager, of which all parties were not notified in advance, led to actions of the manager that damaged the interests of the client, the manager is obliged to compensate losses at his own expense in the manner prescribed by civil law.

Article 6. Activities to determine mutual obligations (clearing)

Clearing activities - activities to determine mutual obligations (collection, reconciliation, adjustment of information on transactions with securities and preparation of accounting documents for them) and their offset for the supply of securities and settlements on them.

Organizations carrying out clearing for securities, in connection with settlements on transactions with securities, accept for execution accounting documents prepared in determining mutual obligations on the basis of their agreements with participants in the securities market for which settlements are made.

A clearing organization that carries out settlements on transactions with securities is obliged to form special funds to reduce the risks of non-execution of transactions with securities. The minimum size of special funds of clearing organizations is established by the Federal Commission for the Securities Market in agreement with the Central Bank of the Russian Federation.

Article 7. Depository activities

Depository activity is the provision of services for storing securities certificates and/or recording and transferring rights to securities.

A professional participant in the securities market carrying out depository activities is called a depository. Only a legal entity can be a depositary.

A person who uses the services of a depository for storing securities and/or recording rights to securities is called a depositor.

The agreement between the depository and the depositor, regulating their relations in the process of depository activities, is called a depository agreement (depo account agreement). The depository agreement must be concluded in writing. The depositary is obliged to approve the conditions for carrying out depository activities, which are an integral part of the concluded depository agreement.

The conclusion of a depository agreement does not entail the transfer of ownership of the depositor's securities to the depository. The depository does not have the right to dispose of the depositor's securities, manage them or carry out any actions with securities on behalf of the depositor, except for those carried out on behalf of the depositor in cases provided for by the deposit agreement. The depository does not have the right to condition the conclusion of a deposit agreement with the depositor on the latter’s refusal of at least one of the rights secured by the securities. The depositary bears civil liability for the safety of the securities certificates deposited with it.

Depositors' securities cannot be subject to foreclosure for the depository's obligations.

The depositary has the right, on the basis of agreements with other depositories, to involve them in the fulfillment of their duties for storing securities certificates and/or recording the rights to securities of depositors (that is, becoming a depositor of another depository or accepting another depository as a depositor), unless this is expressly prohibited depository agreement.

If a depositor of one depository is another depository, then the depository agreement between them must provide for a procedure for obtaining, in cases provided for by the legislation of the Russian Federation, information about the owners of securities, the records of which are maintained in the depository - depositor, as well as in its depositories - depositors.

The deposit agreement must contain the following essential conditions:

A) an unambiguous definition of the subject of the agreement: provision of services for storing securities certificates and/or recording rights to securities;
b) the procedure for the depositor to transfer information to the depositary about the disposal of the depositor's securities deposited in the depository;
c) the duration of the contract;
d) the amount and procedure for payment for depositary services provided for in the agreement;
e) the form and frequency of reporting by the depositary to the depositor;
f) duties of the depositary.

The responsibilities of the depositary include:

Registration of facts of encumbering the depositor's securities with obligations;
maintaining a separate depository account for the depositor, indicating the date and basis of each transaction on the account;
transfer to the depositor of all information about securities received by the depository from the issuer or the holder of the register of securities owners.

The depository has the right to register in the system of maintaining a register of securities owners or with another depository as a nominee holder in accordance with the depository agreement.

The depositary is responsible for failure to fulfill or improper fulfillment of its obligations to record rights to securities, including for the completeness and correctness of records on securities accounts.

The depository, in accordance with the depository agreement, has the right to receive into its account income from securities stored for the purpose of transferring to the accounts of depositors.

Article 8. Activities for maintaining the register of securities owners

1. The activities of maintaining the register of securities owners are the collection, recording, processing, storage and provision of data that constitute the system for maintaining the register of securities owners.

Only legal entities have the right to maintain the register of securities owners.

Persons engaged in maintaining the register of securities owners are called register holders (registrars).

A legal entity engaged in maintaining a register of securities owners does not have the right to carry out transactions with securities of an issuer registered in the system of maintaining a register of securities owners.

The system for maintaining the register of securities owners is understood as a set of data recorded on paper and/or using an electronic database, ensuring the identification of nominal holders and holders of securities registered in the system of maintaining the register of securities owners and accounting of their rights in relation to securities registered in their name, allowing to receive and send information to specified persons and to compile a register of securities owners.

The system for maintaining the register of securities owners must ensure the collection and storage, within the time limits established by the legislation of the Russian Federation, of information on all facts and documents entailing the need to make changes to the system for maintaining the register of securities owners, and on all actions of the register holder to make these changes.

For bearer securities, there is no system for maintaining a register of securities holders.

The register of securities owners (hereinafter referred to as the register) is part of the register maintenance system, which is a list of registered owners indicating the number, par value and category of registered securities owned by them, compiled as of any specified date and allowing the identification of these owners, quantity and category of securities they own.

Owners and nominee holders of securities are required to comply with the rules for submitting information to the register maintenance system.

The holder of the register may be the issuer or a professional participant in the securities market carrying out activities to maintain the register on the basis of the issuer's instructions. If the number of owners exceeds 500, the register holder must be an independent specialized organization that is a professional participant in the securities market and carries out register maintenance activities. The registrar has the right to delegate part of its functions for collecting information included in the registry maintenance system to other registrars. The transfer of functions does not relieve the registrar from responsibility to the issuer.

The agreement for maintaining the register is concluded with only one legal entity. The registrar can maintain registers of owners of securities of an unlimited number of issuers.

2. Nominee security holder- a person registered in the register maintenance system, including being a depositor of the depository, and not being the owner in relation to these securities.

Professional participants in the securities market can act as nominal holders of securities. The depositary may be registered as a nominee holder of securities in accordance with the depository agreement. A broker may be registered as a nominee holder of securities in accordance with the agreement on the basis of which he serves the client.

A nominee holder of securities may exercise the rights secured by the security only if he receives the appropriate authority from the owner.

Data on the nominee holder of securities must be entered into the register maintenance system by the register holder on behalf of the owner or nominee holder of the securities, if the latter persons are registered in this register maintenance system.

Entering the name of the nominal holder of securities into the register maintenance system, as well as re-registration of securities in the name of the nominal holder, does not entail the transfer of ownership and/or other proprietary rights to the securities to the latter. Securities of clients of a nominal holder of securities are not subject to recovery in favor of the latter's creditors.

Transactions with securities between holders of securities of one nominal holder of securities are not reflected by the holder of the register or depository of which he is a client.

A nominee holder in relation to registered securities, the holder of which he is in the interests of another person, is obliged to:

Take all necessary actions aimed at ensuring that this person receives all payments that are due to him on these securities;
carry out transactions and transactions with securities solely on behalf of the person in whose interests he is the nominal holder of securities, and in accordance with the agreement concluded with this person;
keep records of securities that he holds in the interests of other persons in separate off-balance sheet accounts and constantly have in separate off-balance sheet accounts a sufficient number of securities in order to satisfy the requirements of the persons in whose interests he holds these securities.

The nominal holder of securities, at the request of the owner, is obliged to ensure that a record of the transfer of securities in the name of the owner is entered into the register maintenance system.

In order for owners to exercise the rights secured by securities, the holder of the register has the right to demand that the nominal holder of securities provide a list of owners of whom he is the nominal holder as of a certain date. The nominee holder of securities is obliged to compile the required list and send it to the registrar within seven days after receiving the request. If the required list is necessary for compiling the register, the nominal holder of securities does not receive remuneration for compiling this list.

The nominee holder of securities is responsible for refusing to provide the specified lists to the register holder in front of its clients, the register holder and the issuer in accordance with the legislation of the Russian Federation.

3. The issuer, who has entrusted the maintenance of the register maintenance system to the registrar, once a year may demand from the latter the provision of the register for a fee not exceeding the costs of its preparation, and the registrar is obliged to provide the register for this fee. In other cases, the amount of remuneration is determined by the agreement between the issuer and the registrar.

The register holder has the right to charge parties to the transaction a fee corresponding to the number of orders for the transfer of securities and the same for all legal entities and individuals. The registry holder does not have the right to charge parties to a transaction a fee in the form of a percentage of the transaction volume.

The procedure for determining the maximum amount of payment for the services of the register holder for entering data into the register and issuing extracts from the register is determined by the Federal Commission for the Securities Market.

A person who has committed improper execution of the procedure for maintaining the system of maintaining and compiling a register and violation of reporting forms (issuer, registrar, depository, owner) may be sued for compensation for damage (including lost profits) arising from the inability to exercise the rights secured by the securities.

The register holder is obliged, at the request of the owner or a person acting on his behalf, as well as the nominal holder of securities, to provide an extract from the register maintenance system for his personal account within five working days. The owner of securities does not have the right to demand inclusion in an extract from the register maintenance system of information not related to him, including information about other owners of securities and the number of securities they own.

An extract from the register maintenance system is a document issued by the register holder indicating the owner of the personal account, the number of securities of each issue listed on this account at the time the extract is issued, the facts of their encumbrance with obligations, as well as other information related to these securities.

An extract from the register maintenance system must contain a note about all restrictions or facts of encumbrance of the securities for which the extract is issued with obligations recorded as of the date of preparation in the register maintenance system.

Extracts from the register maintenance system drawn up when placing securities are issued to owners free of charge.

The person who issued the specified extract is responsible for the completeness and accuracy of the information contained in it.

The rights and obligations of the register holder, the procedure for carrying out activities related to maintaining the register are determined by the current legislation and the agreement concluded between the registrar and the issuer.
The responsibilities of the register holder include:

Open a personal account in the register maintenance system for each owner who has expressed a desire to be registered with the register holder, as well as for the nominal holder of securities, on the basis of a notice of assignment of a claim or an order for the transfer of securities, and when placing issue-grade securities - on the basis of a notification from the seller of securities ;
make all necessary changes and additions to the register maintenance system;
carry out transactions on the personal accounts of owners and nominal holders of securities only on their instructions;
communicate information provided by the issuer to registered persons;
provide owners and nominal holders of securities registered in the register maintenance system who own more than 1 percent of the issuer's voting shares with data from the register on the name of the owners registered in the register and on the number, category and nominal value of the securities they own;
inform the owners and nominal holders of securities registered in the register maintenance system about the rights secured by the securities and about the methods and procedure for exercising these rights;
strictly adhere to the procedure for transferring the register maintenance system upon termination of the contract with the issuer.

The form of the order for the transfer of securities and the information indicated therein are established by the Federal Commission for the Securities Market.

The holder of the register does not have the right to present additional requirements when making changes to the data of the register maintenance system in addition to those established in the manner prescribed by this Federal Law.

In the event of termination of the agreement for maintaining the register maintenance system between the issuer and the registrar, the latter transfers to another register holder, specified by the issuer, information received from the issuer, all data and documents constituting the register maintenance system, as well as the register compiled on the date of termination of the agreement . The transfer is made on the day of termination of the contract.
When replacing the register holder, the issuer announces this in the media or notifies all securities holders in writing at its own expense.

All extracts issued by the registry holder after the date of termination of the agreement with the issuer are invalid.

The register holder makes changes to the register maintenance system based on:

1) orders of the owner on the transfer of securities, or a person acting on his behalf, or a nominal holder of securities who is registered in the register maintenance system in accordance with the rules for maintaining the register established by the legislation of the Russian Federation, and when placing issue-grade securities - in accordance with the procedure established by this article;
2) other documents confirming the transfer of ownership of securities in accordance with the civil legislation of the Russian Federation.

In the case of a documentary form of issue-grade securities, which provides for the presence of securities with their owners, in addition to the specified documents, a security certificate is also presented. In this case, the name (name) of the person indicated in the certificate as the owner of the registered security must correspond to the name (name) of the registered person specified in the order on the transfer of securities.

Refusal to make an entry in the register maintenance system or evasion of such an entry, including in relation to a bona fide purchaser, is not permitted, except in cases provided for by federal laws.

Article 9. Activities for organizing trading on the securities market

The activity of organizing trade in the securities market is the provision of services that directly facilitate the conclusion of civil transactions in securities between participants in the securities market.

A professional participant in the securities market who carries out activities to organize trading on the securities market is called an organizer of trading on the securities market.

The organizer of trading on the securities market is obliged to disclose the following information to any interested party:

Rules for admission of securities market participants to trading;
rules for admission to securities trading;
rules for concluding and reconciling transactions;
rules for registering transactions;
procedure for executing transactions;
rules limiting price manipulation;
schedule for the provision of services by the organizer of trading on the securities market;
regulations for introducing changes and additions to the above positions;
list of securities admitted to trading.

For each transaction concluded in accordance with the rules established by the trade organizer, any interested party is provided with the following information:

Date and time of the transaction;
name of the securities that are the subject of the transaction;
state registration number of securities;
price of one security;
number of securities.

Article 10. Combination of professional activities in the securities market

The implementation of register maintenance activities does not allow its combination with other types of professional activities in the securities market.

Restrictions on combining types of activities and transactions with securities are established by the Federal Commission for the Securities Market.

Chapter 3. Stock Exchange

Article 11. Stock exchange

Only an organizer of trading on the securities market that does not combine the activities of organizing trade with other types of activities, with the exception of depository activities and activities for determining mutual obligations, can be recognized as a stock exchange.

The stock exchange is created in the form of a non-profit partnership.

The stock exchange organizes trading only between exchange members. Other participants in the securities market can carry out transactions on the exchange exclusively through the intermediary of exchange members.

Stock exchange employees cannot be founders and participants of professional securities market participants - legal entities, or independently participate as entrepreneurs in the activities of the stock exchange.

Stock departments of commodity and currency exchanges, which are such according to the legislation of the Russian Federation, are recognized for the purposes of this Federal Law as stock exchanges and in their activities, with the exception of issues of their creation and organizational and legal form, are guided by the requirements of this Federal Law imposed on stock exchanges.

Article 12. Members of the stock exchange

Any professional participants in the securities market who carry out the activities specified in Chapter 2 of this Federal Law can be members of the stock exchange. The procedure for becoming a member of the stock exchange, leaving and expulsion from members of the stock exchange is determined by the stock exchange independently on the basis of its internal documents.

The stock exchange has the right to establish quantitative restrictions on the number of its members.

Unequal status of members of the stock exchange, temporary membership, as well as the rental of places and their pledge to persons who are not members of this stock exchange are not allowed.

Article 13. Basic rights and obligations of the stock exchange

The stock exchange independently establishes the amounts and procedure for charging:
deductions to the stock exchange from the remuneration received by its members for participation in exchange transactions;
contributions, fees and other payments made by stock exchange members for services provided by the stock exchange;
fines paid for violating the requirements of the exchange charter, exchange trading rules and other internal documents of the stock exchange.

The stock exchange independently establishes the procedure for inclusion in the list of securities admitted to circulation on the exchange, the procedure for listing and delisting.

The stock exchange is obliged to ensure the transparency and publicity of ongoing trading by notifying its members about the place and time of trading, the list and quotation of securities admitted to circulation on the exchange, the results of trading sessions, as well as provide other information specified in Article 9 of this Federal Law. law.

The stock exchange does not have the right to establish the amount of remuneration charged by its members for carrying out stock exchange transactions.

Article 14. Procedure for admitting securities to exchange trading

The following are allowed to be traded on the stock exchange:

Securities in the process of placement and circulation that have undergone the issuance procedure provided for by this Federal Law and are included by the stock exchange in the list of securities admitted to circulation on the exchange in accordance with its internal documents. Securities not included in the list of those traded on a stock exchange may be the subject of transactions on the exchange in the manner prescribed by its internal documents;
other financial instruments in accordance with the legislation of the Russian Federation.

Article 15. Resolution of disputes arising in connection with trading securities on the stock exchange

Disputes between stock exchange members, stock exchange members and their clients are considered by the court, arbitration court and arbitration tribunal.

Section III. About equity securities

Chapter 4. Basic provisions on equity securities

Article 16. General provisions

The form and procedure for certification, assignment and exercise of rights secured by an issue-grade security are determined by this Federal Law and are indicated in the decision on the issue of securities.
Issue-grade securities may be issued in one of the following forms:

Registered securities in the documentary form of issue (registered documentary securities);
registered uncertificated securities of issue (registered uncertificated securities);
bearer securities in the documentary form of issue (documentary bearer securities).

The form of securities chosen by the issuer must be clearly defined in its constituent documents and/or the decision on the issue of securities and the prospectus for the issue of securities.

Failure by the issuer to comply with these requirements is grounds for refusal to register the issue of securities.

When issuing issue-grade securities in documentary form, their owners may be issued one certificate for all securities purchased by them, containing indications of their total quantity, category and nominal value.

The owner or nominee holder of registered securities issued in documentary form may refuse to receive a certificate. The fact of issuance or refusal to obtain a certificate must be reflected in the registry system.

One issue-grade security can be certified by only one certificate. One certificate can certify the right to one, several or all issue-grade securities with one state registration number. The total number of issue-grade securities recorded in all certificates issued by the issuer must not exceed the number of securities recorded in the decision on the issue of issue-grade securities.

The issuer, when making a decision on the issue of issue-grade securities in documentary form, may determine that certificates of securities issued by it can be issued to the owners (without mandatory centralized storage) or are subject to mandatory storage in depositories and cannot be issued to all owners (with mandatory centralized storage).

The introduction of mandatory centralized storage of securities for shares of joint-stock companies issued in documentary and uncertificated form is not permitted.

For a documentary form of issue of issue-grade securities without mandatory centralized storage, the issuer may also decide to introduce mandatory centralized storage only if all the securities of the issue were deposited with clients in the depository by the time the decision was made.

Certificates of issue-grade securities without mandatory centralized storage may be transferred for storage to a depository on the basis of a depository agreement.

Issue-grade bearer securities may be issued only in documentary form. Registered issue-grade securities can be issued in both documentary and non-documentary form. The form of issue-grade securities is determined by the issuer. Issue-grade securities with one state registration number are issued in one form. The form of issue-grade securities can be changed by decision of the management body of the issuer that made the decision on the issue, only with the consent of all owners of the securities of this issue and after registration of such a decision with the authorized state body.

Any property and non-property rights secured in documentary or non-documentary form, regardless of their name, are issue-grade securities if the conditions for their emergence and circulation correspond to the set of characteristics of an issue-grade security specified in Article 2 of this Federal Law.

Securities issued by foreign issuers are admitted to circulation or initial placement on the securities market of the Russian Federation after registration of the prospectus for the issue of these securities with the Federal Securities Market Commission.

Securities issued by issuers registered in the Russian Federation are allowed for circulation outside the Russian Federation by decision of the Federal Commission for the Securities Market.

Article 17. Decision on the issue of issue-grade securities

The decision on the issue of issue-grade securities must contain:

date of the decision to issue securities;
name of the authorized body of the issuer that made the decision on the issue;
type of issue-grade securities;
state registration mark and state registration number of securities;
owner's rights secured by one security;

the issuer's obligation to ensure the rights of the owner, subject to the owner's compliance with the procedure for exercising these rights established by the legislation of the Russian Federation;
indication of the number of issue-grade securities in this issue;
indication of the total number of issued securities with this state registration number and their nominal value;
indication of the form of securities (documentary or non-documentary, registered or bearer);
seal of the issuer and signature of the head of the issuer;
other details provided for by the legislation of the Russian Federation for a specific type of equity securities.

In the case of a documentary form of issue-grade securities, the issuer must additionally provide a description (sample) of the certificate.

For each issue of equity securities, a separate decision on it must be registered.
The issuer does not have the right to change the registered decision on the issue of securities in terms of the scope of rights for one issue-grade security established by this decision.
The decision to issue securities is drawn up in two or three copies, certified by the registration authority. One copy is kept by the registration authority, the second by the issuer, and the third is deposited with the registrar (if there is one). In case of discrepancies in the text between copies of the decision, the text of the document stored in the registration authority is considered true.
It is prohibited to restrict the access of security holders to the originals of the registered decision stored by the issuer or registrar.

Article 18. Form of certification of rights constituting an issue-grade security

In the documentary form of issue-grade securities, the certificate and the decision to issue securities are documents certifying the rights secured by the security.

In the non-documentary form of issue-grade securities, the decision to issue securities is a document certifying the rights secured by the security.

An issue-grade security secures property rights to the extent that they are established in the decision on the issue of these securities, and in accordance with the legislation of the Russian Federation.

The certificate of an issue-grade security must contain the following mandatory details:

Full name of the issuer and its legal address;
type of securities;
state registration number of issue-grade securities;
procedure for placement of issue-grade securities;
the issuer's obligation to ensure the rights of the owner if the owner complies with the requirements of the legislation of the Russian Federation;
an indication of the number of issue-grade securities certified by this certificate;
indication of the total number of issued securities with this state registration number;
an indication of whether the issue-grade securities were issued in documentary form with mandatory centralized storage or in documentary form without mandatory centralized storage;
an indication of whether the issue-grade securities are registered or bearer;
issuer's seal;
signatures of the issuer’s managers and the signature of the person who issued the certificate;
other details provided for by the legislation of the Russian Federation for a specific type of securities.

A mandatory requisite for a certificate of a registered issue-grade security is the name (title) of its owner.

In case of discrepancies between the text of the decision on the issue of securities and the data given in the certificate of the issue security, the owner has the right to demand the exercise of the rights secured by this security to the extent established by the certificate. The issuer is responsible for discrepancies between the data contained in the certificate of an issue-grade security and the data contained in the decision on the issue of securities, in accordance with the legislation of the Russian Federation.

Issue-grade securities, the issue of which has not been registered in accordance with the requirements of this Federal Law, are not subject to placement.

Chapter 5. Issue of securities

Article 19. Issue procedure and its stages

The procedure for issuing equity securities, unless otherwise provided by the legislation of the Russian Federation, includes the following stages:

The issuer's decision to issue equity securities;
registration of issue of issue-grade securities;
for the documentary form of issue - production of securities certificates;
placement of issue-grade securities;
registration of a report on the results of the issue of equity securities.

When issuing securities, registration of the issue prospectus is carried out when placing issue-grade securities among an unlimited circle of owners or a previously known circle of owners, the number of which exceeds 500, as well as in the case when the total volume of the issue exceeds 50 thousand minimum wages.

When registering a prospectus for the issue of securities, the issue procedure is supplemented with the following steps:

Preparation of a prospectus for the issue of issue-grade securities;
registration of the prospectus for the issue of issue-grade securities;
disclosure of all information contained in the prospectus;
disclosure of all information contained in the report on the results of the issue.
The procedure for issuing state and municipal securities, the conditions for their placement and circulation are regulated by federal laws or in the manner established by them.

It is prohibited to issue securities derivatives in relation to issue-grade securities, the results of the issue of which have not been registered.

Article 20. Registration of the issue of issue-grade securities

To register the issue of issue-grade securities, the issuer is obliged to submit the following documents to the registration authority:

Application for registration;
decision on the issue of issue-grade securities;
prospectus (if registration of the issue of securities is accompanied by registration of the prospectus);
copies of constituent documents (when issuing shares to create a joint stock company);
documents confirming the permission of the authorized executive body to issue securities (in cases where the need for such permission is established by the legislation of the Russian Federation).

The issuer and officials of the issuer's management bodies, who are charged with responsibility for the completeness and accuracy of the information contained in these documents by the charter and/or internal documents of the issuer, are responsible for the fulfillment of these obligations in accordance with the legislation of the Russian Federation.

When registering an issue of equity securities, this issue is assigned a state registration number. The procedure for assigning a state registration number is established by the registration authority.

The registration authority is obliged to register the issue of equity securities or make a reasoned decision to refuse registration no later than 30 days from the date of receipt of the documents specified in this article.

The list of registration authorities on the territory of the Russian Federation is established by the Federal Commission for the Securities Market.

Article 21. Grounds for refusal to register an issue of issue-grade securities

The grounds for refusal to register an issue of issue-grade securities are:

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 allows one to conclude that the conditions for the issue and circulation of issue-grade securities are inconsistent with the legislation of the Russian Federation and the non-compliance of the conditions for the issue of issue-grade securities with the legislation of the Russian Federation on securities;
non-compliance of the submitted documents and the information contained therein with the requirements of this Federal Law;
entering into the prospectus or decision on the issue of securities (other documents that are the basis for registering the issue of securities) false information or information that does not correspond to reality (inaccurate information).

The decision to refuse to register the issue of issue-grade securities and the issue prospectus may be appealed to a court or arbitration court.

Article 22. General requirements for an issue prospectus

The prospectus must contain:

Issuer information;
data on the financial position of the issuer. This information is not indicated in the prospectus when creating a joint stock company, except in cases of transformation into it of legal entities of a different organizational and legal form;
information about the upcoming issue of equity securities.

Issuer details include:

A) full and abbreviated name of the issuer or the names of the founders;
b) legal address of the issuer;
c) number and date of the certificate of state registration as a legal entity;
d) information about persons owning at least 5 percent of the issuer’s authorized capital;
e) the structure of the issuer's governing bodies, specified in its constituent documents, including a list of all members of the Board of Directors, board or management bodies of the issuer performing similar functions at the time of the decision to issue securities, indicating the last name, first name, patronymic, all positions of each of its members currently and over the past five years, as well as shares in the authorized capital of the issuer of those of them who are personally its participants;
f) a list of all legal entities in which the issuer owns more than 5 percent of the authorized capital;
g) a list of all branches and representative offices of the issuer, containing their full names, date and place of registration, legal addresses, surnames, first names, patronymics of their managers.

The information contained in paragraphs "d" - "g" of part two of this article is not indicated in the prospectus when issuing shares in the process of creating a joint-stock company, except in cases of transformation into it of a legal entity of a different organizational and legal form.

Data on the issuer's financial position include:

Balance sheets (for issuers that are banks, balance sheets for second-order accounts) and reports on the financial results of the issuer’s activities, including a report on the use of profits, in established forms for the last three completed financial years or for each completed financial year from the date of formation, if this period is less than three years;
the issuer's balance sheet (and for issuers that are banks, the balance sheet for secondary accounts) as of the end of the last quarter before the decision to issue securities;
a report on the formation and use of the reserve fund for the last three years;
the amount of the issuer's overdue debt to creditors and payments to the relevant budget as of the date of the decision to issue securities;
data on the issuer's authorized capital (the size of the authorized capital, the number of securities and their par value, owners of securities whose share in the authorized capital exceeds the standards established by the antimonopoly legislation of the Russian Federation);
a report on previous issues of issue-grade securities of the issuer, including the types of issue-grade securities issued, the number and date of state registration, the name of the registration authority, the volume of the issue, the number of issued issue-grade securities, terms of payment of income, and other rights of owners.

Information about the upcoming issue of securities contains information:

On securities (form and type of securities, indicating the procedure for storing and recording rights to securities), on the total volume of the issue, on the number of issue-grade securities in the issue;
on the issue of securities (the date of the decision on the issue, the name of the body that made the decision on the issue, restrictions on potential owners, the place where potential owners can purchase issue-grade securities; when storing certificates of issue-grade securities and/or recording rights to issue-grade securities in the depository - the name and legal address of the depository);
on the start and end dates of the placement of issue-grade securities;
on prices and payment procedures for equity securities purchased by owners;
about professional participants in the securities market or their associations who are expected to be involved in the placement of the securities issue at the time of registration of the issue prospectus (name, legal address, function performed during the placement of securities);
on receipt of income on issue-grade securities (the procedure for paying income on issue-grade securities and the methodology for determining the amount of income);
on the name of the body that registered the issue of issue-grade securities.

Article 23. Information on the issue of securities disclosed by the issuer

In the case of an open (public) issue requiring registration of a prospectus, the issuer is obliged to provide access to the information contained in the prospectus and publish a notice on the procedure for disclosing information in a periodical printed publication with a circulation of at least 50 thousand copies.

The issuer, as well as professional participants in the securities market who place issue-grade securities, are obliged to provide any potential owners with the opportunity to access the disclosed information before purchasing securities.

In cases where at least one issue of the issuer's securities was accompanied by the registration of a prospectus, the issuer is obliged to disclose information about its securities and its financial and economic activities in the following forms:

Issuer's quarterly report;
messages about material facts affecting the financial and economic activities of the issuer.
The issuer's quarterly report must contain the following data:

Codes assigned by the registration authority to messages about material facts disclosed in the reporting quarter affecting the financial and economic activities of the issuer;
data on the financial and economic activities of the issuer: balance sheet, profit and loss accounts at the end of the reporting quarter;
facts that resulted in an increase in the issuer's net profit or losses by more than 20 percent during the reporting quarter compared to the previous quarter;
data on the formation and use of the issuer's reserve and other special funds.

A quarterly report is compiled based on the results of each completed quarter no later than 30 calendar days after its end. The quarterly report must be approved by the issuer's authorized body.
Messages about material facts affecting the financial and economic activities of the issuer are the following information:

On changes in the list of persons included in the issuer's management bodies (with the exception of the general meeting of participants in limited liability companies and the general meeting of shareholders in joint-stock companies);
on changes in the amount of participation of persons included in the issuer's management bodies in the authorized capital of the issuer, as well as its subsidiaries and affiliates, and on the participation of these persons in the capital of other legal entities, if they own more than 20 percent of the specified capital;
on changes in the list of owners (shareholders) of the issuer who own 20 percent or more of the issuer's authorized capital;
on changes in the list of legal entities in which the issuer owns 20 percent or more of the authorized capital;
on the reorganization of the issuer, its subsidiaries and dependent companies;
on accrued and/or paid income on the issuer’s securities;
on redemption of securities;
on issues of securities suspended or declared invalid;
on the appearance in the register of the issuer of a person owning more than 25 percent of its issue-grade securities of any particular type.

Messages about material facts affecting the financial and economic activities of the issuer must be sent by the issuer in the order of disclosure to the registration authority to ensure accessibility in accordance with Article 30 of this Federal Law within a period of no more than five working days from the date of occurrence of the fact.

Article 24. Conditions for placement of issued securities

The issuer has the right to begin placing the issue-grade securities it issues only after registration of their issue.

The number of issued issue-grade securities must not exceed the quantity specified in the constituent documents and prospectuses on the issue of securities.

The issuer may place a smaller number of issue-grade securities than indicated in the prospectus. The actual number of placed securities is indicated in the report on the results of the issue submitted for registration. The share of unplaced securities from the number specified in the issue prospectus, at which the issue is considered failed, is established by the Federal Securities Market Commission.

The return of investors' funds in the event of a failed issue is carried out in the manner established by the Federal Commission for the Securities Market.

The issuer is obliged to complete the placement of issued issue-grade securities after one year from the start date of the issue, unless other terms for the placement of issue-grade securities are established by the legislation of the Russian Federation.

It is prohibited to place securities of a new issue earlier than two weeks after providing all potential owners with the opportunity to access information about the issue, which must be disclosed in accordance with this Federal Law. Information on the placement price of securities may be disclosed on the day the placement of securities begins.

It is prohibited, during a public placement or circulation of an issue of issue-grade securities, to give an advantage to one potential owner over another in the acquisition of securities. This provision does not apply in the following cases:

1) when issuing government securities;
2) when granting shareholders of joint stock companies the pre-emptive right to purchase a new issue of securities in an amount proportional to the number of shares they own at the time the decision on the issue was made;
3) when the issuer introduces restrictions on the acquisition of securities by non-residents.

Article 25. Report on the results of the issue of issue-grade securities

No later than 30 days after the completion of the placement of issue-grade securities, the issuer is obliged to submit a report on the results of the issue of issue-grade securities to the registration authority.

The report on the results of the issue of equity securities must contain the following information:

1) the start and end dates of the placement of securities;
2) the actual placement price of securities (by type of securities within a given issue);
3) the number of placed securities;
4) the total volume of proceeds for the placed securities, including:
a) the amount of funds in rubles contributed in payment for the placed securities;
b) the amount of foreign currency contributed in payment for the placed securities, expressed in the currency of the Russian Federation at the exchange rate of the Central Bank of the Russian Federation at the time of deposit;
c) the volume of tangible and intangible assets contributed as payment for placed securities, denominated in the currency of the Russian Federation.

For shares, the report on the results of the issue of issue-grade securities additionally indicates a list of owners who own a block of issue-grade securities, the size of which is determined by the Federal Commission for the Securities Market.

The registration authority reviews the report on the results of the issue of equity securities within two weeks and, in the absence of violations related to the issue of securities, registers it. The registration authority is responsible for the completeness of the report registered by it.

Article 26. Unfair issue

An unfair issue is recognized as actions that are expressed in violation of the issuance procedure established in this section, which are grounds for the registration authorities to refuse to register the issue of issue-grade securities, to recognize the issue of issue-grade securities as invalid or to suspend the issue of issue-grade securities.

If the registration authority detects signs of an unfair issue, it is obliged to report this to the Federal Commission for the Securities Market (regional branch of the Federal Commission for the Securities Market) within seven days.

Registration of an issue of issue-grade securities may be refused if there are grounds provided for in Article 21 of this Federal Law.

The issue of issue-grade securities may be suspended or declared invalid if the registration authority detects the following violations:

Violation by the issuer of the requirements of the legislation of the Russian Federation during the issue;
detection of unreliable information in the documents on the basis of which the issue of securities was registered.

If violations of the established issuance procedure are detected, the registration authority may also suspend the issue until the violations are eliminated within the period for placement of securities. The resumption of the issue is carried out by a special decision of the registering authority.

If an issue of issue-grade securities is declared invalid, all securities of this issue must be returned to the issuer, and the funds received by the issuer from the placement of the issue of securities declared invalid must be returned to the owners. The Federal Securities Market Commission has the right to go to court to return funds to owners.

All costs associated with declaring the issue of issue-grade securities invalid (failed) and returning funds to the owners are charged to the issuer.

In the event of a violation expressed in the release of securities into circulation in excess of that announced in the prospectus, the issuer is obliged to ensure the repurchase and redemption of securities issued into circulation in excess of the number announced for issue.

If the issuer does not, within two months, ensure the repurchase and redemption of securities issued in excess of the number announced for issue, then the Federal Securities Market Commission has the right to go to court to recover funds received unjustifiably by the issuer.

Article 27. Features of the issue of shares by credit institutions

The accumulation of funds in the process of issuing shares by credit institutions is carried out by opening a savings account by the issuing bank.

The savings account regime is established by the Central Bank of the Russian Federation.

Chapter 6. Circulation of equity securities

Article 28. Form of certification of ownership of issue-grade securities

The rights of owners to issue-grade securities of a documentary form of issue are certified by certificates (if the certificates are held by the owners) or by certificates and records on securities accounts in depositories (if the certificates are transferred for storage to the depository).

The rights of owners to issue-grade securities of a book-entry form of issue are certified in the register maintenance system - by entries on personal accounts with the register holder or, in the case of registration of rights to securities in a depository, by entries on securities accounts in depositories.

Article 29. Transfer of rights to securities and implementation of rights secured by securities

The right to a bearer documentary security passes to the acquirer:

If its certificate is found by the owner - at the time of transfer of this certificate to the acquirer;
in the case of storing certificates of bearer documentary securities and/or recording rights to such securities in the depository - at the time of making a credit entry to the acquirer's securities account.
The right to a registered uncertificated security passes to the acquirer:

In the case of registration of rights to securities with a person carrying out depository activities - from the moment of making a credit entry in the acquirer's securities account;
in the case of recording rights to securities in the register maintenance system - from the moment of making a credit entry to the personal account of the acquirer.

The right to a registered documentary security passes to the acquirer:

In the case of recording the acquirer's rights to securities in the register maintenance system - from the moment the security certificate is transferred to him after making a credit entry on the acquirer's personal account;
in the case of recording the acquirer's rights to securities with a person carrying out depositary activities, with the deposit of a security certificate with the depositary - from the moment of making a credit entry in the acquirer's securities account.

The rights secured by an issue-grade security pass to their acquirer from the moment the rights to this security are transferred. The transfer of rights secured by a registered issue-grade security must be accompanied by a notification to the register holder, or the depositary, or the nominee holder of the securities.

The exercise of rights under bearer issue-grade securities is carried out upon presentation by their owner or his authorized representative.

The exercise of rights under registered documentary issue-grade securities is carried out upon presentation by the owner or his authorized representative of certificates of these securities to the issuer. Moreover, if the owner has certificates of such securities, the name (name) of the owner indicated in the certificate must match the name (name) of the owner in the register.

In the case of storage of certificates of documentary securities in depositories, the rights secured by the securities are exercised on the basis of certificates presented by these depositories on instructions provided by depository agreements of the owners, with a list of these owners attached. In this case, the issuer ensures the exercise of rights under bearer securities of the person indicated in this list.

The exercise of rights under registered uncertificated issue-grade securities is carried out by the issuer in relation to the persons specified in the register maintenance system.

If the information about the new owner of such a security was not reported to the holder of the register of this issue or the nominal holder of the security by the time the register was closed to fulfill the obligations of the issuer constituting the security (voting, receiving income, etc.), fulfillment of obligations in relation to the owner registered in the register at the time of its closure is recognized as appropriate. Responsibility for timely notification lies with the acquirer of the security.

The parties to the transaction must notify the Federal Securities Market Commission about completed transactions involving the acquisition by foreign owners of securities issued by issuers registered in the Russian Federation.

The parties to the transaction must also notify the Federal Securities Market Commission about completed transactions involving the acquisition by Russian owners of securities issued by foreign issuers.

The authenticity of signatures of individuals on documents on the transfer of rights to securities and rights secured by securities (except for cases provided for by the legislation of the Russian Federation) can be certified by a notary or a professional participant in the securities market.

Section IV. Information support for the securities market

Chapter 7. On disclosure of information about securities

Article 30. Disclosure of information

Disclosure of information means ensuring its availability to all persons interested in it, regardless of the purpose of obtaining this information through a procedure that guarantees its location and receipt.
Disclosed information on the securities market is information in respect of which actions have been taken to disclose it.

Public information on the securities market is information that does not require privileges to access it or is subject to disclosure in accordance with this Federal Law.

The issuer of publicly placed equity securities is obliged to disclose information about its securities and its financial and economic activities in the following forms:

Preparation of a quarterly securities report;
messages about significant events and actions affecting the financial and economic activities of the issuer.

The quarterly securities report must contain the following information:

1) information about the issuer:
a list of persons included in the issuer’s management bodies, including the amount of their participation in the authorized capital of the issuer, as well as its subsidiaries and dependent companies;
a list of owners (shareholders) of the issuer who own 20 percent or more of the issuer's authorized capital;
a list of legal entities in which the issuer owns 20 percent or more of the authorized capital;
list of branches and representative offices of the issuer;

2) data on the financial and economic activities of the issuer:

Balance sheets, profit and loss accounts for the last three completed financial years, as well as at the end of the reporting completed quarter;
facts that resulted in an increase or decrease in the value of the issuer's assets by more than 10 percent during the reporting quarter;
facts that resulted in an increase in the issuer's net profit or losses by more than 20 percent during the reporting quarter;
data on the formation and use of the issuer's reserve and other special funds;
facts of the issuer's transactions, the size of which or the value of the property for which is 10 percent or more of the issuer's assets as of the date of the transaction;
information on the directions of investment of funds raised as a result of the issue of securities;

3) data on the issuer’s securities:

Types of securities issued by the issuer during the reporting quarter;
information on income on the issuer's securities accrued in the reporting quarter;

4) other information (in particular, minutes of general meetings of holders of the issuer’s securities if such meetings are held in the reporting quarter).

A quarterly report is compiled based on the results of each completed quarter no later than 30 calendar days after its end. The quarterly report must be accepted by the authorized body of the issuer, submitted to the Federal Securities Market Commission or a state body authorized by it, and must also be provided to the owners of the issuer's securities upon their request for a fee not exceeding the overhead costs of producing the brochure.

Messages about significant events and actions affecting the financial and economic activities of the issuer are recognized as:

Information on the reorganization of the issuer, its subsidiaries and dependent companies;
information on facts that resulted in a one-time increase or decrease in the value of the issuer's assets by more than 10 percent, on facts that resulted in a one-time increase in the issuer's net profit or net losses by more than 10 percent, on facts of one-time transactions of the issuer, the size of which or the value of the property for which is 10 percent or more of the issuer’s assets as of the date of the transaction;
information about the issue of securities by the issuer, about accrued and/or paid income on the issuer’s securities;
information about the appearance in the issuer's register of a person owning more than 25 percent of its issue-grade securities of any particular type;
information on the dates of closure of the register, on the deadlines for fulfilling the issuer’s obligations to the owners, on decisions of general meetings;
information about the adoption by the authorized body of the issuer of a decision on the issue of issue-grade securities.

Messages about significant events and actions affecting the financial and economic activities of the issuer must be sent by the issuer to the Federal Securities Market Commission or a body authorized by it, and also published by the issuer no later than five days from the date of these events or actions in the print media , distributed in circulation accessible to the majority of holders of the issuer's securities.

The owner is obliged to disclose information about his ownership of equity securities of any issuer in the following cases:

The owner has taken possession of 20 percent or more of any type of equity securities of the issuer;
the owner has increased his share of ownership of any type of issue-grade securities of the issuer to a level that is a multiple of every 5 percent over 20 percent of this type of securities;
the owner has reduced his share of ownership of any type of issue-grade securities of the issuer to a level that is a multiple of every 5 percent over 20 percent of this type of securities.

The owner discloses the specified information (containing the name of the owner, the type and state registration number of securities, the name of the issuer, the number of securities owned by him) no later than five days after the relevant actions by notifying the Federal Securities Market Commission or the body authorized by it.

Professional participants in the securities market are required to disclose information about their transactions with securities in the following cases:

A professional participant in the securities market carried out transactions with one type of securities of one issuer during one quarter, if the number of securities for these transactions was at least 100 percent of the total number of these securities;
a professional participant in the securities market performed a one-time transaction with one type of securities of one issuer, if the number of securities in this transaction was at least 15 percent of the total number of these securities.

Professional participants in the securities market disclose the specified information (containing the name of the professional participant in the securities market, the type and state registration code of securities, the name of the issuer, the price of one security, the number of securities in relevant transactions) no later than five days after the end of the corresponding quarter or after the corresponding one-time transaction by notifying the Federal Securities Market Commission or its authorized body.
A professional participant in the securities market, when offering and/or announcing purchase and/or sale prices for issue-grade securities, is obliged to disclose the publicly available information disclosed by the issuer of these issue-grade securities, or report the fact that he does not have this information.

The procedure and procedures for disclosing information are established by the Federal Commission for the Securities Market. Professional securities market participants providing services for the public provision of disclosed information on securities are required to comply with the procedure and procedures for disclosing information on securities and the rules established by the Federal Commission for the Securities Market. Persons providing services for the public provision of disclosed information on securities are required to comply with the procedure and procedures for disclosing information on securities and the rules established by the Federal Commission for the Securities Market.

Chapter 8. On the use of proprietary information on the securities market

Article 31. Official information

For the purposes of this Federal Law, proprietary information is any information that is not publicly available about the issuer and the issue-grade securities issued by it, which puts persons who, by virtue of their official position, labor responsibilities or an agreement concluded with the issuer, with such information, have an advantage over with other subjects of the securities market.

Article 32. About persons possessing official information

Persons with proprietary information include:

Members of the management bodies of the issuer or a professional participant in the securities market associated with this issuer by agreement;
professional securities market participants - individuals;
auditors of the issuer or a professional participant in the securities market associated with this issuer by agreement;
employees of government bodies who, by virtue of control, supervisory and other powers, have access to the specified information.

At the same time, members of the management bodies of the issuer and a professional participant in the securities market - a legal entity are understood to be persons holding permanently or temporarily in the specified legal entities positions related to the performance of organizational, administrative or administrative duties, as well as those performing such duties under special authority.

Article 33. Transactions made using proprietary information

Persons who have proprietary information do not have the right to use this information to conclude transactions, nor to transfer proprietary information to third parties for the purpose of concluding transactions.

Persons who violate this requirement are liable in accordance with the legislation of the Russian Federation.

The advertisement must contain the name of the advertiser. An advertiser who is a professional participant in the securities market is also obliged to include in the advertisement information about the types of activities he carries out on the securities market in accordance with the advertisement.

Indicate in advertising false information about its activities and about the types and characteristics of securities offered for purchase or sale or other transactions with them and the conditions of these transactions, and other information aimed at deceiving or misleading owners and other participants in the securities market;
indicate in the advertisement the expected amount of income on securities and forecasts for the growth of their market value;
use advertising for the purpose of unfair competition by pointing out real or imaginary shortcomings of professional participants in the securities market engaged in similar activities or issuers issuing similar securities.

Unfair advertising is also recognized as the public guarantee or otherwise bringing to the attention of potential owners of information about the profitability of a security, its security in comparison with other securities or other financial instruments, as well as the communication of knowingly false or unreliable information that could lead or caused potential owners to be misled about purchased securities.

Article 35. On information that is not advertising on the securities market

Advertising on the securities market does not include publicly available information about securities and issuers specified in Article 30 of this Federal Law, as well as information provided to authorized bodies in connection with the performance of their functions in regulating the securities market in accordance with the legislation of the Russian Federation.

Information about the issuer of securities and accrued and/or paid dividends is advertising.

It is prohibited to advertise issue-grade securities before the date of registration of their issues in accordance with the legislation of the Russian Federation. Agreements for advertising unregistered issues of equity securities are void. The bodies that registered the issues of equity securities have the right to file a claim for the consequences arising from the invalidity of the contracts.

Article 37. On the grounds for termination of the contract for advertising securities

Recognition of the issue of issue-grade securities as invalid is grounds for termination of the contract for advertising of these securities. An agreement for the advertising of issue-grade securities, the issue of which has been declared invalid, is terminated from the moment the advertising distributor is notified by the registration authority that has recognized the issue of issue-grade securities as invalid. The advertising distributor has the right to demand compensation from the advertiser for losses caused as a result of termination of the advertising contract.

Section V. Regulation of the securities market

Chapter 10. Fundamentals of securities market regulation

Article 38. Fundamentals of regulation of the securities market

State regulation of the securities market is carried out by:

Establishing mandatory requirements for the activities of issuers, professional participants in the securities market and its standards;
registration of issues of issue-grade securities and prospectuses and monitoring of compliance by issuers with the conditions and obligations stipulated therein;
licensing the activities of professional participants in the securities market;
creating a system for protecting the rights of owners and monitoring compliance with their rights by issuers and professional participants in the securities market;
prohibition and suppression of the activities of persons carrying out business activities in the securities market without an appropriate license.

Representative bodies of state power and local self-government bodies establish maximum volumes of issue of securities issued by government bodies at the corresponding level.

Chapter 11. Regulation of the activities of professional participants in the securities market

Article 39. Licensing of activities of professional participants in the securities market

All types of professional activities in the securities market specified in Chapter 2 of this Federal Law are carried out on the basis of a special permit - a license issued by the Federal Commission for the Securities Market or its authorized bodies on the basis of a general license.

Credit organizations carry out professional activities in the securities market in the manner established by this Federal Law for professional participants in the securities market.

The authorities that issued licenses monitor the activities of professional participants in the securities market and decide to revoke the issued license in case of violation of the legislation of the Russian Federation on securities.

The activities of professional participants in the securities market are licensed by three types of licenses: a license for a professional participant in the securities market, a license to carry out register maintenance activities, and a stock exchange license.
Chapter 12. Federal Commission for the Securities Market

Article 40. Organization of the Federal Commission for the Securities Market

The Federal Commission for the Securities Market (hereinafter referred to as the Federal Commission) is a federal executive body for pursuing state policy in the field of the securities market, monitoring the activities of professional participants in the securities market through determining the procedure for their activities and determining standards for issuing securities.

The head of the Federal Commission is ex-officio a federal minister.

The positions of five members of the Federal Commission (first deputy chairman, deputy chairman of the Federal Commission, secretary of the Federal Commission) are government positions in the civil service and are filled in the prescribed manner.

The main functions and powers of the Federal Commission are determined by this Federal Law.
The Federal Commission creates its own territorial bodies to exercise its powers.

The powers of the Federal Commission do not extend to the procedure for issuing debt obligations of the Government of the Russian Federation and securities of the constituent entities of the Russian Federation.

Article 41. Board of the Federal Commission

The Board of the Federal Commission consists of 15 members, including the Chairman of the Federal Commission, the First Deputy and Deputy Chairman of the Federal Commission, and the Secretary of the Federal Commission.

Five members of the board of the Federal Commission are representatives of federal executive authorities whose competence includes issues related to the securities market. They must include a representative of the Ministry of Finance of the Russian Federation.

One member of the board of the Federal Commission is a representative of the Central Bank of the Russian Federation.
The Chairman of the Expert Council of the Federal Commission for the Securities Market is an ex-officio member of the board of the Federal Commission.

Two members of the board of the Federal Commission are representatives of the chambers of the Federal Assembly of the Russian Federation.

The Federal Commission is creating a consultative and advisory body - the Expert Council under the Federal Commission for the Securities Market, which includes 25 members: representatives of government bodies and organizations whose activities are related to the regulation of the financial market and the securities market, professional participants in the securities market, self-regulatory organizations of professional participants in the securities market, their unions, associations, other public associations and independent experts.

A member of the Expert Council under the Federal Commission for the Securities Market is appointed for a period of two years with the possibility of appointment any number of times.

Work on the board of the Federal Commission and the Expert Council under the Federal Commission for the Securities Market of representatives of government bodies and other organizations specified in this article is carried out free of charge.

The Board of the Federal Commission independently approves the regulations for the work and activities of the Expert Council under the Federal Commission for the Securities Market.

Article 42. Functions of the Federal Commission

Federal Commission:

1) develops the main directions for the development of the securities market and coordinates the activities of federal executive authorities on issues of regulation of the securities market;
2) approves standards for the issue of securities, prospectuses for the issue of securities of issuers, including foreign issuers, issuing securities on the territory of the Russian Federation, and the procedure for registering the issue and prospectuses for the issue of securities;
3) develops and approves uniform requirements for the rules for carrying out professional activities with securities;
4) establishes mandatory requirements for transactions with securities, standards for admission of securities to their public placement, circulation, quotation and listing, settlement and depository activities. Rules for accounting and reporting by issuers and professional participants in the securities market are established by the Federal Commission jointly with the Ministry of Finance of the Russian Federation;
5) establishes mandatory requirements for the procedure for maintaining the register;
6) establishes the procedure and carries out licensing of various types of professional activities on the securities market, and also suspends or cancels these licenses in case of violation of the requirements of the legislation of the Russian Federation on securities;
7) issues general licenses to carry out activities related to licensing the activities of professional participants in the securities market, and also suspends or cancels these licenses. Cancellation of a general license issued to an authorized body does not entail the cancellation of licenses issued by it to professional participants in the securities market;
8) establishes the procedure, carries out licensing and maintains a register of self-regulatory organizations of professional participants in the securities market and cancels these licenses in case of violation of the requirements of the legislation of the Russian Federation on securities, as well as standards and requirements approved by the Federal Commission;
9) determines the standards of activity of investment, non-state pension, insurance funds and their management companies, as well as insurance companies in the securities market;
10) exercises control over compliance by issuers, professional participants in the securities market, self-regulatory organizations of professional participants in the securities market with the requirements of the legislation of the Russian Federation on securities, standards and requirements approved by the Federal Commission;
11) ensures the disclosure of information on registered issues of securities, professional participants in the securities market and regulation of the securities market;
12) ensures the creation of a publicly accessible information disclosure system on the securities market;
13) approves the qualification requirements for persons and organizations carrying out professional activities with securities, for the personnel of these organizations, organizes research on the development of the securities market;
14) develops draft legislative and other regulatory acts related to issues of regulating the securities market, licensing the activities of its professional participants, self-regulatory organizations of professional participants in the securities market, monitoring compliance with legislative and regulatory acts on securities, and conducts their examination;
15) develops appropriate methodological recommendations on the practice of applying the legislation of the Russian Federation on securities;
16) manages the regional branches of the Federal Commission;
17) maintains a register of issued, suspended and canceled licenses;
18) establishes and determines the procedure for admission to the primary placement and circulation outside the territory of the Russian Federation of securities issued by issuers registered in the Russian Federation;
19) applies to the arbitration court with a claim for the liquidation of a legal entity that has violated the requirements of the legislation of the Russian Federation on securities and for the application of sanctions established by the legislation of the Russian Federation to violators;
20) exercises supervision over the compliance of the volume of issue of issue-grade securities with their number in circulation;
21) establishes the relationship between the size of the announced issue of bearer shares and the paid authorized capital.

Article 43. Decisions of the Federal Commission

The Federal Commission makes decisions on issues of regulation of the securities market, the activities of professional participants in the securities market, self-regulatory organizations of professional participants in the securities market and monitoring compliance with the legislation of the Russian Federation and regulations on securities.

Decisions of the Federal Commission are made in the form of resolutions.

Resolutions adopted by the Federal Commission are signed by the Chairman of the Federal Commission, and in his absence - by his first deputy.

The minutes of the Federal Commission are signed by the Chairman of the Federal Commission and the Secretary of the Federal Commission.

Members of the Federal Commission have the right to include their opinions on certain issues in the protocol, as well as to attach to the protocol in writing a special opinion and individual materials.

The preparation and acceptance of documents in which the Federal Commission specifically identifies a credit organization are carried out in agreement with the Central Bank of the Russian Federation.

Regulation of transactions with currency stock values is carried out by the Federal Commission in agreement with the Central Bank of the Russian Federation.

Resolutions of the Federal Commission on issues within its competence are binding on federal ministries and other federal executive authorities, executive authorities of constituent entities of the Russian Federation and local governments, as well as professional participants in the securities market and self-regulatory organizations.

The adoption of resolutions of the Federal Commission without their preliminary consideration by the Expert Council of the Federal Commission for the Securities Market is not allowed.

Resolutions of the Federal Commission are subject to mandatory publication.

Decisions of the Federal Commission can be appealed by individuals and legal entities in court or in arbitration court.

Regulatory acts on the regulation of the securities market, the activities of professional participants in the securities market, self-regulatory organizations of professional participants in the securities market are adopted by federal ministries and other federal executive bodies within their competence only in agreement with the Federal Commission.

Article 44. Rights of the Federal Commission

The Federal Commission has the right:

1) issue general licenses for licensing professional participants in the securities market, as well as for exercising control in the securities market to federal executive authorities (with the right to delegate licensing functions to their territorial bodies);
2) qualify securities and determine their types in accordance with the legislation of the Russian Federation;
3) establish mandatory capital adequacy standards for professional participants in the securities market (except for credit institutions) and other indicators that limit the risks of transactions with securities;
4) in cases of repeated or gross violation by professional participants of the securities market of the legislation of the Russian Federation on securities, make a decision to suspend or cancel the license issued to carry out professional activities with securities. Immediately after the decision of the Federal Commission to suspend the license comes into force, the state body that issued the relevant license must take measures to eliminate violations or cancel the license;
5) on the grounds provided for by the legislation of the Russian Federation, refuse to issue a license to a self-regulatory organization of professional participants in the securities market, cancel the license issued to it with the obligatory publication of a message about this in the media;
6) organize or jointly with the relevant federal executive authorities conduct inspections of activities, appoint and recall inspectors to monitor the activities of issuers, professional participants in the securities market, self-regulatory organizations of professional participants in the securities market;
7) send mandatory instructions to issuers and professional participants in the securities market, as well as their self-regulatory organizations, and also require them to submit documents necessary to resolve issues within the competence of the Federal Commission;
8) send materials to law enforcement agencies and file claims in court (arbitration court) on issues within the competence of the Federal Commission (including the invalidity of transactions with securities);
9) make decisions on the creation and liquidation of regional branches of the Federal Commission;
10) apply measures to officials and specialists who have qualification certificates for the right to carry out transactions with securities in case of violation of the legislation of the Russian Federation;
11) establish standards that must be observed by issuers of securities, and the rules for their application.

Article 45. Expert Council under the Federal Commission for the Securities Market

Professional participants in the securities market elect their candidates to the Expert Council of the Federal Commission for the Securities Market at the All-Russian Conference of Professional Participants in the Securities Market, organized by the Federal Commission.

Candidates elected by professional participants in the securities market are approved as members of the Expert Council of the Federal Commission for the Securities Market by decision of the Federal Commission.
The Chairman of the Expert Council under the Federal Commission for the Securities Market is elected by the members of the Expert Council and approved by the Chairman of the Federal Commission.

The procedure for submitting candidates for election to the Expert Council of the Federal Commission for the Securities Market from professional participants in the securities market, conducting and summing up voting results is established by a decision of the All-Russian conference of professional participants in the securities market.

Candidates for the Expert Council under the Federal Commission for the Securities Market from government bodies are presented by these government bodies and approved by a decision of the Federal Commission.
The Expert Council under the Federal Commission for the Securities Market carries out:

Preparation and preliminary consideration of issues related to the execution of the powers of the Federal Commission;
development of proposals on the main areas of regulation of the securities market;
preliminary consideration of draft resolutions adopted by the Federal Commission and their publication at the request of any member of the Expert Council under the Federal Commission for the Securities Market.

The Expert Council under the Federal Commission for the Securities Market has the right, by a majority vote of its members, to suspend for a period of up to six months the entry into force of resolutions of the Federal Commission.

Article 46. Ensuring the activities of the Federal Commission

The activities of the Federal Commission are ensured by the working apparatus.

Expenses related to the activities of the Federal Commission are carried out at the expense of federal budget funds allocated for the maintenance of federal executive authorities.

The Federal Commission is a legal entity and has a seal with the image of the State Emblem of the Russian Federation and its name.

The Federal Commission has a current account and other accounts, including foreign currency accounts.

The location of the Federal Commission is Moscow.

Article 47. Regional branches of the Federal Commission

Regional branches of the Federal Commission are formed by a decision of the Federal Commission in agreement with the executive authorities of the constituent entities of the Russian Federation to ensure compliance with the norms, rules and conditions for the functioning of the stock market established by the legislation of the Russian Federation, the practical implementation of decisions taken by the Federal Commission and control over the activities of professional participants in the securities market.

The regional branch of the Federal Commission acts on the basis of regulations approved by the Federal Commission.

The chairman of the regional branch is approved by the Federal Commission on the basis of a joint proposal from the head of the executive branch of the constituent entity of the Russian Federation and the chairman of the Federal Commission.

Chapter 13. Self-regulatory organizations of professional participants in the securities market

Article 48. The concept of a self-regulatory organization of professional participants in the securities market

A self-regulatory organization of professional participants in the securities market (hereinafter referred to as a self-regulatory organization) is a voluntary association of professional participants in the securities market, operating in accordance with this Federal Law and operating on the principles of a non-profit organization.

A self-regulatory organization is established by professional participants in the securities market to ensure conditions for the professional activities of participants in the securities market, compliance with standards of professional ethics in the securities market, protection of the interests of security owners and other clients of professional participants in the securities market who are members of a self-regulatory organization, establishing rules and standards carrying out transactions with securities, ensuring efficient activity in the securities market.

All income of a self-regulatory organization is used by it exclusively to carry out its statutory tasks and is not distributed among its members.

A self-regulatory organization, in accordance with the requirements for carrying out professional activities and conducting transactions with securities, approved by the Federal Commission, establishes mandatory rules for its members for carrying out professional activities in the securities market, standards for conducting transactions with securities and monitors their compliance.

Article 49. Rights of self-regulatory organizations in regulating the securities market

A self-regulatory organization has the right:

Receive information on the results of inspections of the activities of its members, carried out in the manner established by the Federal Commission (regional branch of the Federal Commission);
develop, in accordance with this Federal Law, rules and standards for carrying out professional activities and transactions with securities by its members and monitor their compliance;
monitor compliance by its members with the rules and standards adopted by the self-regulatory organization for carrying out professional activities and transactions with securities;
in accordance with the qualification requirements of the Federal Commission, develop educational programs and plans, train officials and personnel of organizations carrying out professional activities in the securities market, determine the qualifications of these persons and issue them qualification certificates.

Article 50. Requirements for self-regulatory organizations

An organization founded by at least ten professional participants in the securities market has the right to submit an application to the Federal Commission to acquire the status of a self-regulatory organization.

An organization created by professional participants in the securities market acquires the status of a self-regulatory organization on the basis of a permit issued by the Federal Commission. A permit issued by the Federal Commission to a self-regulatory organization includes all rights provided for in this article.

To obtain permission, the following must be submitted to the Federal Commission:

Certified copies of documents on the creation of a self-regulatory organization;
rules and regulations of an organization adopted by its members and binding on all members of the self-regulatory organization.

The rules and regulations of a self-regulatory organization must contain requirements for the self-regulatory organization and its members in relation to:

1) professional qualifications of personnel (except for technical ones);
2) rules and standards for carrying out professional activities;
3) rules limiting price manipulation;
4) documentation, accounting and reporting;
5) the minimum amount of their own funds;
6) rules for joining the organization of a professional participant in the securities market and leaving or expulsion from it;
7) equal rights to representation in elections to the management bodies of the organization and participation in the management of the organization;
8) the procedure for distributing costs, payments, fees among members of the organization;
9) protection of the rights of clients, including the procedure for considering claims and complaints from clients of members of the organization;
10) obligations of its members in relation to clients and other persons to compensate for damages due to errors or omissions in the performance of professional activities by a member of the organization, as well as unlawful actions of a member of the organization or its officials and/or personnel;
11) compliance with the procedure for considering claims and complaints of members of the organization;
12) procedures for conducting inspections of compliance by members of the organization with established rules and standards, including the creation of a control body and the procedure for familiarizing themselves with the results of inspections of other members of the organization;
13) sanctions and other measures against members of the organization, their officials and/or personnel and the procedure for their application;
14) requirements to ensure openness of information for inspections conducted at the initiative of the organization;
15) control over the implementation of sanctions and measures applied to members of the organization, and the procedure for recording them.

A self-regulatory organization that is a trade organizer is obliged, in addition to the requirements provided for in paragraph 3 of this article and article 10 of this Federal Law, to establish and comply with the rules:

Conclusion, registration and confirmation of transactions with securities;
carrying out operations that support trading in securities (clearing and/or settlement operations);
registration and accounting of documents used by members of the organization when concluding transactions and conducting transactions with securities;
resolution of disputes arising between members of the organization during transactions with securities and settlements on them, including monetary ones;
procedures for providing information on supply and demand prices, prices and the volume of transactions in securities carried out by members of the organization;
provision of services to persons who are not members of the organization.

The issuance of a permit may be refused if the documents submitted by the organization of professional participants in the securities market do not contain the relevant requirements listed in this article, and also provide for at least one of the following provisions:

Possibility of discrimination of the rights of clients using the services of members of the organization;
unjustified discrimination against members of the organization;
unreasonable restrictions on joining and leaving the organization;
restrictions that impede the development of competition among professional participants in the securities market, including regulation of remuneration rates and income from the professional activities of members of the organization;
regulation of issues that are not within the competence, as well as those that do not correspond to the goals of the activities of the self-regulatory organization;
providing false or incomplete information.

Refusal to issue a permit on other grounds is not permitted.

Revocation of the permission of a self-regulatory organization is carried out if the Federal Commission determines violations of the legislation of the Russian Federation on securities, requirements and standards established by the Federal Commission, rules and regulations of the self-regulatory organization, or the provision of false or incomplete information.

A self-regulatory organization is obliged to submit to the Federal Commission data on all changes made to the documents on creation, regulations and rules of the self-regulatory organization, with a brief justification of the reasons and purposes of such changes.

Changes and additions are considered accepted if, within 30 calendar days from the date of their receipt, the Federal Commission does not send a written notice of refusal indicating its reasons.

Section VI. Final provisions

Article 51. Responsibility for violations of the legislation of the Russian Federation on securities

1. For violations of this Federal Law and other legislative acts of the Russian Federation on securities, persons are liable in cases and in the manner provided for by the civil, administrative or criminal legislation of the Russian Federation.

Damage caused as a result of violation of the legislation of the Russian Federation on securities is subject to compensation in the manner established by the civil legislation of the Russian Federation.

2. Professional participants in the securities market do not have the right to manipulate prices on the securities market and force the purchase or sale of securities by providing deliberately distorted information about securities, issuers of issue-grade securities, prices for securities, including information presented in advertising.

The commission of these actions by professional participants in the securities market is grounds for suspension or cancellation of the permit issued to them, as well as other sanctions provided for members of self-regulatory organizations.

The fact of price manipulation on the securities market is recognized in court.

3. With regard to issuers carrying out dishonest issues of securities, the Federal Commission:

Takes measures to suspend further placement of securities issued as a result of an unfair issue;
publishes in the media information about the fact of an unfair issue and the grounds for suspending the placement of securities issued as a result of an unfair issue;
notifies in writing of the need to eliminate violations, make changes to the prospectus and other terms of the issue, and also sets a deadline for eliminating violations;
sends the materials of the inspection on the facts of dishonest emission to the court for the application of administrative liability measures to the issuer's officials in accordance with the legislation of the Russian Federation;
sends materials of inspection on facts of dishonest emission to the prosecutor's office if there are signs of a crime in the actions of the issuer's officials;
issues a written order to permit further placement of securities if the issuer eliminates violations related to the dishonest issue of securities;
files a claim in court to declare the issue of securities invalid if the dishonest issue resulted in a significant misrepresentation of the owners, or if the purposes of the issue contradict the fundamentals of law and order and morality.

4. Officials of the issuer who made a decision to issue securities that have not undergone state registration bear administrative or criminal liability in accordance with the legislation of the Russian Federation.

5. The issue of securities may be declared invalid upon the claim of the Federal Commission, regional branches of the Federal Commission, state registration authority, state tax service authority, prosecutor, as well as upon claims of other state bodies exercising powers in the field of the securities market in accordance with the legislation of the Russian Federation. Federation.

Recognition of the issue of securities as invalid entails the withdrawal from circulation of securities issued in violation of the established procedure for registration or issue of securities, and the return to the owners of funds (other property) received by the issuer as payment for the securities.

6. Professional activity in the securities market carried out without a license is illegal.
In relation to persons carrying out unlicensed activities, the Federal Commission:

Takes measures to suspend unlicensed activities;
publishes in the media information about the fact of unlicensed activities of a securities market participant;
notifies in writing of the need to obtain a license, and also sets deadlines for this;
sends inspection materials on facts of unlicensed activity to the court for the application of administrative liability measures to officials of a securities market participant in accordance with the legislation of the Russian Federation;
files a claim with the arbitration court for the recovery of income received as a result of unlicensed activities in the securities market to the state;
files a claim with the arbitration court for the forced liquidation of a securities market participant if it fails to receive a license within the established time frame.

7. If facts of false advertising are discovered, the Federal Commission:

Takes measures to stop unfair advertising;
notifies the advertiser in writing of the need to stop unfair advertising, and also sets deadlines for this;
publishes information in the media about facts of unfair advertising and dishonest advertisers;
sends inspection materials on facts of unfair advertising to the court for the application of administrative liability measures to officials of the securities market participant - the advertiser in accordance with the legislation of the Russian Federation;
suspends the license for the activities of professional participants in the securities market who carry out unfair advertising of securities;
files a claim in court to invalidate the issue of securities in the event that unfair advertising has resulted in significant misrepresentation to the owners.

8. Professional participants in the securities market and issuers of securities, as well as their officials, have the right to appeal the actions of the Federal Commission to suppress violations of the legislation of the Russian Federation on securities and apply liability measures in the manner prescribed by the legislation of the Russian Federation.

9. In cases provided for by this Federal Law and other legislative acts of the Russian Federation on securities, securities market participants are obliged to ensure the property interests of owners with a pledge, guarantee and other methods provided for by the civil legislation of the Russian Federation, as well as insure property and risks associated with activities on the securities market.

Article 52. Transitional provisions in connection with the entry into force of this Federal Law

Credit organizations have the right to carry out professional activities in the securities market on the basis of a license to carry out banking operations within one year from the date of entry into force of this Federal Law. The Federal Commission has the right to extend this period to two years.

Investment institutions carrying out professional activities in the securities market on the basis of a license issued before the entry into force of this Federal Law, as well as stock exchanges, must bring their constituent and internal documents (regulations) into compliance with it within one year from the date of its official publication . The Federal Commission has the right to extend this period to two years.

Article 53. The procedure for the entry into force of this Federal Law

1. This Federal Law comes into force on the date of its official publication.

2. To propose to the President of the Russian Federation and instruct the Government of the Russian Federation to bring its regulatory legal acts into compliance with this Federal Law.

The president
Russian Federation
B. Yeltsin

State Duma

Federation Council

Judicial practice and legislation - 39-FZ On investment activities in the Russian Federation, carried out in the form of capital investments

The main legal documents regulating the relations of subjects of investment activity are the Civil Code of the Russian Federation, Federal Law dated 02.25.1999 N 39-FZ "On investment activity in the Russian Federation, carried out in the form of capital investments", Law of the RSFSR dated 06.26.1991 N 1488-1 " On investment activities in the RSFSR". In this case, the relationship between the investor (customer) and the contractor (contractor) is regulated by the provisions of the construction contract concluded for the construction or reconstruction of an enterprise, building (including a residential building), structure or other facility, as well as for installation, commissioning and other works inextricably linked with the facility under construction. The rules on construction contracts also apply to major repairs of buildings and structures, unless otherwise provided by the contract.

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