INSTRUCTION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of July 20, 2018 No. 4870-U

About modification of the Instruction of the Bank of Russia of December 25, 2017 No. 185-I "About receipt of consent (approval) of the Bank of Russia to share acquisition (shares) of the financial organization and (or) on establishment of control concerning shareholders (participants) of the financial organization and the direction in the Bank of Russia of notifications on cases as a result of which person who had the right directly or indirectly to dispose of more than 10 percent of shares (share) of not credit financial credit institution, completely lost such right or was kept by the right to dispose directly or indirectly of less than 10 percent of shares (share) of not credit financial credit institution"

1. Based on article 61 of the Federal Law of July 10, 2002 No. 86-FZ "About the Central bank the Russian Federation (Bank of Russia)" (The Russian Federation Code, 2002, No. 28, Art. 2790; 2003, No. 2, Art. 157; No. 52, Art. 5032; 2004, No. 27, Art. 2711; No. 31, Art. 3233; 2005, No. 25, Art. 2426; No. 30, Art. 3101; 2006, No. 19, Art. 2061; No. 25, Art. 2648; 2007, No. 1, Art. 9, Art. 10; No. 10, Art. 1151; No. 18, Art. 2117; 2008, No. 42, Art. 4696, Art. 4699; No. 44, Art. 4982; No. 52, Art. 6229, Art. 6231; 2009, No. 1, Art. 25; No. 29, Art. 3629; No. 48, Art. 5731; 2010, No. 45, Art. 5756; 2011, No. 7, Art. 907; No. 27, Art. 3873; No. 43, Art. 5973; No. 48, Art. 6728; 2012, No. 50, Art. 6954; No. 53, Art. 7591, Art. 7607; 2013, No. 11, Art. 1076; No. 14, Art. 1649; No. 19, Art. 2329; No. 27, Art. 3438, Art. 3476, Art. 3477; No. 30, Art. 4084; No. 49, Art. 6336; No. 51, Art. 6695, Art. 6699; No. 52, Art. 6975; 2014, No. 19, Art. 2311, Art. 2317; No. 27, Art. 3634; No. 30, Art. 4219; No. 40, Art. 5318; No. 45, Art. 6154; No. 52, Art. 7543; 2015, No. 1, Art. 4, Art. 37; No. 27, Art. 3958, Art. 4001; No. 29, Art. 4348, Art. 4357; No. 41, Art. 5639; No. 48, Art. 6699; 2016, No. 1, Art. 23, Art. 46, Art. 50; No. 26, Art. 3891; No. 27, Art. 4225, Art. 4273, Art. 4295; 2017, No. 1, Art. 46; No. 14, Art. 1997; No. 18, Art. 2661, Art. 2669; No. 27, Art. 3950; No. 30, Art. 4456; No. 31, Art. 4830; No. 50, Art. 7562; 2018, No. 1, Art. 66; No. 9, Art. 1286; No. 11, Art. 1584, Art. 1588; No. 18, the Art. 2557), article 11 of the Federal law "About Banks and Banking Activity" (in edition of the Federal Law of February 3, 1996 No. 17-FZ) (Sheets of the Congress of People's Deputies of RSFSR and the Supreme Council of RSFSR, 1990, No. 27, Art. 357; Russian Federation Code, 1996, No. 6, Art. 492; 1998, No. 31, Art. 3829; 1999, No. 28, Art. 3459, Art. 3469; 2001, No. 26, Art. 2586; No. 33, Art. 3424; 2002, No. 12, Art. 1093; 2003, No. 27, Art. 2700; No. 50, Art. 4855; No. 52, Art. 5033, Art. 5037; 2004, No. 27, Art. 2711; No. 31, Art. 3233; 2005, No. 1, Art. 18, Art. 45; No. 30, Art. 3117; 2006, No. 6, Art. 636; No. 19, Art. 2061; No. 31, Art. 3439; No. 52, Art. 5497; 2007, No. 1, Art. 9; No. 22, Art. 2563; No. 31, Art. 4011; No. 41, Art. 4845; No. 45, Art. 5425; No. 50, Art. 6238; 2008, No. 10, Art. 895; 2009, No. 1, Art. 23; No. 9, Art. 1043; No. 18, Art. 2153; No. 23, Art. 2776; No. 30, Art. 3739; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 8, Art. 775; No. 27, Art. 3432; No. 30, Art. 4012; No. 31, Art. 4193; No. 47, Art. 6028; 2011, No. 7, Art. 905; No. 27, Art. 3873, Art. 3880; No. 29, Art. 4291; No. 48, Art. 6730; No. 49, Art. 7069; No. 50, Art. 7351; 2012, No. 27, Art. 3588; No. 31, Art. 4333; No. 50, Art. 6954; No. 53, Art. 7605, Art. 7607; 2013, No. 11, Art. 1076; No. 19, Art. 2317, Art. 2329; No. 26, Art. 3207; No. 27, Art. 3438, Art. 3477; No. 30, Art. 4084; No. 40, Art. 5036; No. 49, Art. 6336; No. 51, Art. 6683, Art. 6699; 2014, No. 6, Art. 563; No. 19, Art. 2311; No. 26, Art. 3379, Art. 3395; No. 30, Art. 4219; No. 40, Art. 5317, Art. 5320; No. 45, Art. 6144, Art. 6154; No. 49, Art. 6912; No. 52, Art. 7543; 2015, No. 1, Art. 37; No. 17, Art. 2473; No. 27, Art. 3947, Art. 3950; No. 29, Art. 4355, Art. 4357, Art. 4385; No. 51, Art. 7243; 2016, No. 1, Art. 23; No. 15, Art. 2050; No. 26, Art. 3860; No. 27, Art. 4294, Art. 4295; 2017, No. 14, Art. 2000; No. 18, Art. 2661, Art. 2669; No. 25, Art. 3596; No. 30, Art. 4456; No. 31, Art. 4754, Art. 4761, Art. 4830; 2018, No. 1, Art. 66; No. 18, Art. 2560, Art. 2576; No. 22, the Art. 3043), article 7 of the Federal Law of May 7, 1998 No. 75-FZ "About non-state pension funds" (The Russian Federation Code, 1998, No. 19, Art. 2071; 2001, No. 7, Art. 623; 2002, No. 12, Art. 1093; 2003, No. 2, Art. 166; 2004, No. 49, Art. 4854; 2005, No. 19, Art. 1755; 2006, No. 43, Art. 4412; 2007, No. 50, Art. 6247; 2008, No. 18, Art. 1942; No. 30, Art. 3616; 2009, No. 29, Art. 3619; No. 48, Art. 5731; No. 52, Art. 6450, Art. 6454; 2010, No. 17, Art. 1988; No. 31, Art. 4196; 2011, No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7036, Art. 7037, Art. 7040, Art. 7061; 2012, No. 31, Art. 4322; No. 47, Art. 6391; No. 50, Art. 6965, Art. 6966; 2013, No. 19, Art. 2326; No. 30, Art. 4044, Art. 4084; No. 49, Art. 6352; No. 52, Art. 6975; 2014, No. 11, Art. 1098; No. 30, Art. 4219; 2015, No. 27, Art. 3958, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 41, Art. 47; No. 27, Art. 4225; 2017, No. 31, Art. 4754, Art. 4830; 2018, No. 1, Art. 66; No. 11, the Art. 1584), article 38.2 of the Federal Law of November 29, 2001 No. 156-FZ "About investment funds" (The Russian Federation Code, 2001, No. 49, Art. 4562; 2004, No. 27, Art. 2711; 2006, No. 17, Art. 1780; 2007, No. 50, Art. 6247; 2008, No. 30, Art. 3616; 2009, No. 48, Art. 5731; 2010, No. 17, Art. 1988; No. 31, Art. 4193; 2011, No. 48, Art. 6728; No. 49, Art. 7040, Art. 7061; 2012, No. 31, Art. 4334; 2013, No. 26, Art. 3207; No. 27, Art. 3477; No. 30, Art. 4084; No. 51, Art. 6695, Art. 6699; 2014, №11, of Art. 1098; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 47; No. 23, Art. 3301; No. 27, Art. 4225, Art. 4294; 2017, No. 18, Art. 2661; No. 31, Art. 4830; 2018, No. 1, the Art. 66, the Art. 70, the Art. 90), article 32.10 of the Law of the Russian Federation of November 27, 1992 No. 4015-1 "About the organization of insurance case in the Russian Federation" (Sheets of the Congress of People's Deputies of the Russian Federation and the Supreme Council of the Russian Federation, 1993, No. 2, Art. 56; Russian Federation Code, 1998, No. 1, Art. 4; 1999, No. 47, Art. 5622; 2002, No. 12, Art. 1093; No. 18, Art. 1721; 2003, No. 50, Art. 4855, Art. 4858; 2004, No. 30, Art. 3085; 2005, No. 10, Art. 760; No. 30, Art. 3101, Art. 3115; 2007, No. 22, Art. 2563; No. 46, Art. 5552; No. 49, Art. 6048; 2009, No. 44, Art. 5172; 2010, No. 17, Art. 1988; No. 31, Art. 4195; No. 49, Art. 6409; 2011, No. 30, Art. 4584; No. 49, Art. 7040; 2012, No. 53, Art. 7592; 2013, No. 26, Art. 3207; No. 30, Art. 4067; No. 52, Art. 6975; 2014, No. 23, Art. 2934; No. 30, Art. 4224; No. 45, Art. 6154; 2015, No. 10, Art. 1409; No. 27, Art. 3946, Art. 4001; No. 29, Art. 4357, Art. 4385; No. 48, Art. 6715; 2016, No. 1, Art. 52; No. 22, Art. 3094; No. 26, Art. 3863, Art. 3891; No. 27, Art. 4225, Art. 4294, Art. 4296; 2017, No. 31, Art. 4754, Art. 4830; 2018, No. 1, Art. 66; No. 18, the Art. 2557), article 4.4 of the Federal Law of July 2, 2010 No. 151-FZ "About microfinancial activities and the microfinancial organizations" (The Russian Federation Code, 2010, No. 27, Art. 3435; 2011, No. 27, Art. 3880; No. 49, Art. 7040; 2013, No. 26, Art. 3207; No. 30, Art. 4084; No. 51, Art. 6683, Art. 6695; 2014, No. 26, Art. 3395; 2015, No. 27, Art. 4001; No. 29, Art. 4357; 2016, No. 1, Art. 27; No. 27, Art. 4163, Art. 4225; 2017, No. 18, Art. 2669; No. 31, Art. 4830; 2018, No. 18, of the Art. 2560) to bring in the Instruction of the Bank of Russia of December 25, 2017 No. 185-I "About receipt of consent (approval) of the Bank of Russia to share acquisition (shares) of the financial organization and (or) on establishment of control concerning shareholders (participants) of the financial organization and the direction in the Bank of Russia of notifications on cases as a result of which person who had the right directly or indirectly to dispose of more than 10 percent of shares (share) of not credit financial credit institution, completely lost such right or kept the right to dispose directly or indirectly of less than 10 percent of shares (share) of not credit financial credit institution", registered by the Ministry of Justice of the Russian Federation on March 20, 2018 No. 50413, the following changes.

1.1. In Item 1.8:

in subitem 1.8.3 of the word" (except for case in case of which reduction of the authorized capital is performed in connection with share retirement (share), owned by society, or acquisition of the stocks (shares) by society for the purpose of their repayment)" to exclude;

in subitem 1.8.7 of the word", separations, allocations" and words" (if the share of the shareholder (participant) as a result of reorganization constituted 10 and less percent of shares (shares) earlier" to exclude.

1.2. Add Item 1.13 with the paragraph of the following content:

"acquisition of shares (shares) of banks by the "Deposit Insurance Agency" state corporation with use of the federal loan bonds introduced as property fee of the Bank of Russia in property of the "Deposit Insurance Agency" state corporation and also in case of share transfer (shares) of banks in property of the Russian Federation.".

1.3. In paragraph four of subitem 2.4.1 of Item 2.4 of the word", for assessment of goodwill of the acquirer - the legal entity and his sole executive body" to exclude.

1.4. In paragraph six of Item 3.1 of the word "Chapter 7" shall be replaced with words "Chapter 6".

1.5. Add Item 4.1 with the paragraph of the following content:

"The documents established by Chapter 2 of this Instruction shall be attached to the petition for receipt of prior consent or the subsequent consent (approval) of the Bank of Russia to establishment of control concerning shareholders (participants) of the financial organization.".

1.6. Add Item 4.5 with subitem 4.5.4 of the following content:

"4.5.4. Data, confirmatory that persons entering the group of persons performing the transaction on establishment of control concerning shareholders (participants) of credit institution are notified on the forthcoming transaction on establishment of control concerning shareholders (participants) of credit institution.".

1.7. To add subitem 5.1.1 of Item 5.1 with words "on the terms of the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 2001, No. 33, Art. 3424; 2002, No. 52, Art. 5141; 2004, No. 27, Art. 2711; No. 31, Art. 3225; 2005, No. 11, Art. 900; No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 2, Art. 172; No. 17; Art. 1780; No. 31, Art. 3437; No. 43, Art. 4412; 2007, No. 1, Art. 45; No. 18, Art. 2117; No. 22, Art. 2563; No. 41, Art. 4845; No. 50, Art. 6247; 2008, No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 17, Art. 1988; No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3269; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 26, Art. 3207; No. 30, Art. 4043, Art. 4082, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6985; 2014, No. 30, Art. 4219; 2015, No. 1, Art. 13; No. 14, Art. 2022; No. 27, Art. 4001; No. 29, Art. 4348, Art. 4357; 2016, No. 1, Art. 50, Art. 81; No. 27, Art. 4225; 2017, No. 25, Art. 3592; No. 27, Art. 3925; No. 30, Art. 4444; No. 48, Art. 7052; 2018, No. 1, Art. 65, Art. 70; No. 17, Art. 2424; No. 18, Art. 2560)".

1.8. In appendix 3:

before Item 1 of the word

"__________________________________________________________________________

              (full (corporate) name and the main state

   registration number of not credit financial credit institution, share (share)

                                           by which are acquired)

petitions for provision of prior consent by the Bank of Russia

(the subsequent approval) on transaction (transactions)."

shall be replaced with words

"__________________________________________________________________________

             (full (corporate) name and the main state

     registration number (in the presence) the acquirer - the legal entity

                 or surname, name, middle name (in the presence) acquirer

                                                  physical person)

petitions for provision of prior consent by the Bank of Russia

(the subsequent approval) on transaction (transactions) on acquisition

shares (shares) of not credit financial credit institution

__________________________________________________________________________.

            (full (corporate) name and the main state

   registration number of not credit financial credit institution, share (share)

                                              by which are acquired)";

in Item 5:

the paragraph one to add with the words "with appendix of supporting documents";

add paragraph two with words ", with appendix of supporting documents";

in Item 7:

replace the word "notifications" with the word "petitions";

add with the paragraph of the following content:

"Data, confirmatory that the shareholders (participants) of not credit financial credit institution entering group of persons, persons exercising control concerning shareholders (participants) of not credit financial credit institution and also sole executive bodies of specified persons are (in the presence) notified on the forthcoming transaction on share acquisition (shares) of not credit financial credit institution.".

1.9. In appendix 4:

in the name of the word "over shareholders (participants)" shall be replaced with words "concerning the shareholder (participant)";

before Item 1 of the word

"__________________________________________________________________________

               (full (corporate) name and the main state

     registration number of not credit financial credit institution, share (share)

                                             by which are acquired)

petitions for provision of prior consent by the Bank of Russia

(the subsequent approval) on transaction (transactions)."

shall be replaced with words

"__________________________________________________________________________

             (full (corporate) name and the main state

    registration number (in the presence) legal entity or surname, name,

        middle name (in the presence) the physical person establishing control

    concerning the shareholder (participant) of not credit financial credit institution)

petitions for provision of prior consent by the Bank of Russia

(the subsequent approval) on transaction (transactions) on establishment

control concerning the legal entity

__________________________________________________________________________,

           (full (corporate) name and the main state

     registration number (in the presence) the legal entity, over which

                                         control is established)

being the shareholder (participant) of not credit financial credit institution

___________________________________________________________________________

__________________________________________________________________________.

          (full (corporate) name and the main state

 registration number of not credit financial credit institution, in the relation

                which shareholder (participant) control is established)";

in Item 5:

the paragraph one to add with the words "with appendix of supporting documents";

add paragraph two with words ", with appendix of supporting documents";

add Item 6 with the paragraph of the following content:

"Data, confirmatory that persons entering the group of persons performing the transaction on establishment of control over shareholders (participants) of not credit financial credit institution are notified on the forthcoming transaction on establishment of control over shareholders (participants) of not credit financial credit institution.".

2. This Instruction becomes effective after 10 days after day of its official publication.

 

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