It is registered
in Ministry of Justice
Russian Federation
On May 16, 2007, No. 9481
of April 5, 2007 No. 07-39/pz-n
About approval of the Regulations on procedure for modification of the register of owners of personalized securities and implementation of depositary accounting in share repurchase cases joint-stock company upon the demand of shareholders
According to Articles 45, 75 and 76 Federal Laws of December 26, 1995 N208-FZ "About Joint-stock Companies" (The Russian Federation Code, 1996, N 1, Art. 1; N 25, of Art. 2956; 1999, N 22, Art. 2672; 2001, N 33, Art. 3423; 2002, N 12, Art. 1093; N 45, of Art. 4436; 2003, N 9, Art. 805; 2004, N 11, Art. 913; N 15, of Art. 1343; N 49, of Art. 4852; 2005, N 1, Art. 18; 2006, N 1, Art. 5; Art. 19; N 2, of Art. 172; Art. N 31, 3437, Art. 3445, Art. 3454; 2007, N 7, the Art. 834), Items 3 and 5 of article 42 of the Federal Law of April 22, 1996 N39-FZ "About the Security Market" (The Russian Federation Code, 1996, N 17, Art. 1918; 1998, N 48, Art. 5857; 1999, N 28, Art. 3472; 2001, N 33, Art. 3424; 2002, N 52, Art. 5141; 2004, N 27, Art. 2711; N 31, of Art. 3225; 2005, N 11, Art. 900; N 25, of Art. 2426; 2006, N 1, Art. 5; N 2, of Art. 172; N 17, of Art. 1780; N 31, of Art. 3437; N 43, of Art. 4412; 2007, N 1, the Art. 45) and the Regulations on the Federal Service for Financial Markets approved by the order of the Government of the Russian Federation of June 30, 2004 N317 (The Russian Federation Code, 2004, N 27, Art. 2780; 2005, N 33, Art. 3429; 2006, N 13, Art. 1400, N 52, Art. 5587; 2007, N 12, to the Art. 1417), I order:
approve the enclosed Regulations on procedure for modification of the register of owners of personalized securities and implementation of depositary accounting in share repurchase cases by joint-stock company upon the demand of shareholders.
Head O. V. Vjugin
Approved by the order of the Federal Service for Financial Markets of April 5, 2007 No. 07-39/pz-n
1.1. This Provision determines procedure for modification of the register of owners of personalized securities and implementation of depositary accounting in the share repurchase cases joint-stock company upon the demand of shareholders provided by articles 75 and 76 of the Federal Law of December 26, 1995 N208-FZ "About Joint-stock Companies" (the daleefederalny law "About Joint-stock Companies").
1.2. Action of this provision extends also to issuers of the securities performing maintaining the register of owners of personalized securities independently.
2.1. According to this Provision the professional participant of the security market performing activities for maintaining the register of owners of personalized securities or the issuer of securities performing maintaining the register of owners of personalized securities independently (further - the holder of the register), shall perform the following transactions in the register of owners of personalized securities (далеереестр):
2.1.1 entering into the register of records about blocking of shares in case, stipulated in Item 3 articles 76 of the Federal law "About Joint-stock Companies";
2.1.2 entering into the register of records about the termination of blocking of shares;
2.1.3 entering into the register of records about transition of the property rights to the shares redeemed in cases, the stipulated in Article 75 Federal Laws "About Joint-stock Companies".
2.2. In case of receipt of the requirement of the shareholder about the redemption of the stocks owned by it (further - the requirement), the joint-stock company (daleeobshchestvo) shall transfer the original or the copy of the requirement, under seal societies and, to the professional participant of the security market performing the activities for the maintaining the register of owners of personalized securities (further - the registrar) which signed the contract for maintaining the register with society, except as specified when the account statement of depot of the shareholder is attached to the requirement signed by the authorized person of society with indication of total quantity of the considered securities and the number of the shares which are subject to the redemption concerning which blocking of transactions is performed (further - the statement), issued by depositary according to Item 2.3.1. this provision.
If the requirement is signed by the authorized representative of the shareholder - physical person / the legal entity, society shall transfer to the registrar the original or the copy of the power of attorney which is drawn up in accordance with the legislation of the Russian Federation, under seal societies and signed by the authorized person of society (except as specified signings of the requirement by the official having the right to act on behalf of the legal entity without power of attorney).
2.2.1. Based on the supplementary agreement to the contract for maintaining the register with society, the registrar has the right to perform on behalf of society acceptance of requirements from shareholders, and also withdrawals of the specified requirements.
In case of the conclusion of the specified agreement with the registrar, society shall notify on it shareholders.
2.2.2. The registrar performing acceptance of requirements on behalf of society shall send after entering into the register of record about blocking of the shares which are subject to the redemption to society the requirements received by it, and also to perform storage of copies of the specified requirements certified by the authorized signature of the registrar and seal of the registrar.
2.3. Entering into the register of record about blocking of the shares which are subject to the redemption in case, stipulated in Item 3 articles 76 of the Federal law "About Joint-stock Companies", is made by the holder of the register based on the requirement or its copy provided by society.
If the requirement is signed by the authorized representative of the shareholder - physical person / the legal entity, the holder of the register performs entering into the register of record about blocking of the shares which are subject to the redemption in case, stipulated in Item 3 articles 76 of the Federal law "About Joint-stock Companies", based on the requirement or its copy provided by society and also based on the power of attorney (except as specified signings of the requirement by the official having the right to act on behalf of the legal entity without power of attorney).
2.3.1. The requirement shall contain the following data:
surname, name, middle name (full name) of the shareholder;
residence (location);
quantity, category (type) and the state registration number of release (additional release) of shares which redemption is required by the shareholder;
passport data for the shareholder - physical person;
the primary state registration number (PSRN) of aktsionerayuridichesky person if it is resident or information on the body which registered the foreign organization, registration number, date and place of registration of aktsionerayuridichesky person if he is nonresident;
the signature of the shareholder - physical person or his authorized representative, certified notarially or certified by the holder of the register;
the authorized signature of the shareholder - the legal entity and the shareholder's seal - the legal entity;
payment method (bank account details, in case of clearing settlement).
If the redeemed securities are considered on the custody account in depositary, the statement is attached to the requirement.
2.3.2. The holder of the register has no right to enter in the register records about blocking of transactions, concerning the shares which are subject to the redemption and record about transition of the property rights to shares concerning which the shareholder imposes requirement if the requirement is submitted by person which is not the registered person in the register, and (or) the specified shares are considered on the custody account in depositary.
2.3.3. The holder of the register in case of receipt of the requirement performs reconciliation of the data specified in the requirement with the data containing in the questionnaire of the registered person.
2.3.3.1. In case of coincidence of the data specified in the requirement with the data containing in the questionnaire of the registered person, the holder of the register enters in the register record about blocking of transactions on personal account concerning the shares which are subject to the redemption.
From the moment of blocking of transactions concerning the shares which are subject to the redemption, carrying out transactions on the specified personal account, the property rights to subjects attracting transition to share repurchase and their encumbrance it is not allowed.
2.3.3.2. If the number of the shares which are subject to the redemption specified in the requirement matches with the number of the shares considered on personal account of the registered person or the smaller number of the shares which are subject to the redemption is specified than the number of the shares considered on personal account of the registered person the holder of the register enters in the register record about blocking of transactions, concerning the shares which are subject to the redemption in the quantity specified in the requirement.
2.3.3.3. If to the holder of the register the transfer order from the registered person concerning the shares which are subject to the redemption, and the requirement about the redemption of the specified shares arrived, the holder of the register performs transactions on personal account according to priority of receipt of the specified documents.
2.3.4. The holder of the register shall refuse to the registered person entering into the register of record about blocking of transactions concerning the shares which are subject to the redemption in the following cases:
2.3.4.1 in case of discrepancy of the data specified in the requirement with the data containing in the questionnaire of the registered person;
2.3.4.2 if to the holder of the register the requirement from the shareholder who is not registered person in the register arrived;
2.3.4.3 if in the requirement the bigger number of the shares which are subject to the redemption than the number of shares on personal account of the registered person is specified;
2.3.4.4 if the shares which are subject to the redemption are encumbered with obligations;
2.3.4.5 if the authorized representative of aktsionerafizichesky person / the legal entity who signed the requirement does not provide the power of attorney (except as specified signings of the requirement by the official having the right to act on behalf of the legal entity without power of attorney);
2.3.4.6 if person which submitted the requirement is not shareholder of society.
2.3.5. The holder of the register shall notify society or the shareholder (authorized representative) who directed requirements on refusal in entering into the register of record about blocking of transactions concerning the shares which are subject to the redemption in the cases provided by this Provision.
The notification on refusal concerning the shares which are subject to the redemption shall contain causes of failure and actions which need to be undertaken for elimination of the reasons interfering blocking in introduction of record about blocking of transactions.
2.4. Entering into the register of record about the termination of blocking of transactions concerning the shares which are subject to the redemption is performed:
2.4.1 based on the documents shown by society for transfer of securities into personal account of the issuer just before carrying out transaction on transition of the property rights to shares according to the procedure, stipulated in Item 2.5 this provision;
2.4.2 based on response the shareholder of the requirement provided according to the procedure, similar to procedure for submission of the requirement;
2.4.3 in case of the expiration of 75 days from acceptance date general meeting of shareholders of the decision which entailed origin to require the redemption from shareholders of the right society of the stocks owned by them if during the specified term to the holder of the register the documents confirming execution of obligation by society on payment of money to the shareholder or the shareholders who imposed requirements about the redemption of the stocks owned by them were not submitted.
2.5. Entering into the register of records about transition of the property rights to the shares redeemed in cases, the stipulated in Article 75 Federal Laws "About Joint-stock Companies" is performed in the following procedure:
2.5.1 the holder of the register charges the redeemed shares off personal account of the registered person and enters in the register record about transition of the property rights to shares to society based on the following documents:
the report on results of the presentation by the shareholder or shareholders of requirements about the redemption of the stocks owned by them approved by the board of directors (supervisory board) of society;
requirements or its copies, under seal societies and signed by the authorized person of society;
the document (documents) confirming (confirming) execution of obligation by society on payment money to the shareholder or shareholders who imposed requirements about the redemption of the stocks owned by them.
2.5.2. If shares are redeemed at shareholders in proportion to the declared requirements, according to Item 5 of article 76 of the Federal law "About Joint-stock Companies", in the provided report on results of presentation by the shareholder or shareholders of requirements about the redemption of the stocks owned by them, society shall specify the number of shares of the registered person which the holder of the register needs to write off concerning each requirement.
2.5.3. If the number of shares of subjects to the redemption specified in the requirement matches with the number of shares on personal account of the registered person or less, than the number of shares on personal account of the registered person, the holder of the register shall charge the redeemed shares off personal account of the registered person in the quantity specified in the requirement on personal account of the issuer.
2.5.4. If the number of the shares which are subject to the redemption, specified in the requirement exceeds the number of shares which can be redeemed by society taking into account the stipulated in Item Federal Law "About Joint-stock Companies" of restriction of the 5th Article 76, the holder of the register shall charge the redeemed shares off personal account of the registered person in the quantity specified in the report on results of presentation by the shareholder or shareholders of requirements about the redemption of the stocks owned by them approved by the board of directors (supervisory board) of society.
2.6. The transactions of the holder of the register provided by this Provision shall be performed in the following terms:
entering into the register of records about blocking of transactions concerning the shares which are subject to the redemption - within one working day from the moment of submission of necessary documents to the holder of the register;
entering into the register of records about the termination of blocking of transactions concerning the shares which are subject to the redemption on personal account and introduction of the corresponding records about transition of the property rights to the redeemed shares - within three working days from the moment of provision of documents, stipulated in Item 2.5.1. this provision;
entering into the register of records about the termination of blocking of transactions concerning the shares which are subject to the redemption on personal account if the documents confirming execution of obligation by society on payment of money to the shareholder or the shareholders who imposed requirements about the redemption of the stocks owned by them were not submitted - within 75 days from acceptance date general meeting of shareholders of the decision which entailed origin to require the redemption from shareholders of the right society of the stocks owned by them;
entering into the register of records about the termination of blocking of transactions concerning the shares which are subject to the redemption, but are not redeemed because the number of such shares specified in the requirement exceeds the number of shares which can be redeemed by society, taking into account the stipulated in Item Federal Law "About Joint-stock Companies" of restriction of the 5th Article 76 - along with introduction of records about transition of the property rights to actually redeemed shares;
entering into the register of records about the termination of blocking of transactions concerning the shares which are subject to the redemption if to the holder of the register society provides response by the shareholder of the requirement - within 3 working days from the moment of representation of the specified response to the holder of the register;
entering into the register of records about transition of the property rights to the shares redeemed in cases, the stipulated in Article 75 Federal Laws "About Joint-stock Companies" - within 3 working days from the moment of submission of necessary documents to the holder of the register.
2.7. In case of receipt of withdrawal of the requirement by society, it shall provide to the holder of the register the copy of withdrawal of the requirement, under seal and signed by the authorized person of society, the next working day after its obtaining if the shares of the shareholder which are subject to the redemption are considered on personal account of the shareholder in the register.
3.1. According to this Provision the depositary shall perform the following transactions:
3.1.1 introduction of records about blocking of transactions concerning the shares which are subject to the redemption on the custody account of the shareholder in case, stipulated in Item 3 articles 76 of the Federal law "About Joint-stock Companies";
3.1.2 introduction of records about the termination of blocking of transactions concerning the shares which are subject to the redemption, considered on the custody account of the shareholder;
3.1.3 introduction of records about transition of the property rights to the shares redeemed in cases, the stipulated in Article 75 Federal Laws "About Joint-stock Companies".
3.2. In case of receipt of the requirement of the shareholder by depositary, the depositary performs reconciliation of the data specified in the requirement with the data containing in the questionnaire of the depositor - the shareholder.
3.3. In case of coincidence of the data specified in the requirement with the data containing in the questionnaire of the depositor shareholder, the depositary shall based on the imposed requirement of the shareholder within one working day to issue to the shareholder the statement from its custody account with indication of total quantity of the securities considered on its custody account and quantities of subjects to share repurchase concerning which blocking of transactions is performed.
The payment for issue of the specified statement by depositary is not levied.
3.4. The depositary based on requirement imposed by the shareholder, and according to the procedure, provided by the depositary agreement, shall make blocking of transactions concerning subjects to share repurchase on the custody account of the shareholder, in the quantity specified in the requirement.
3.5. The depositary shall refuse to the shareholder blocking of transactions concerning shares on its custody account and return it the requirement in the following cases:
3.5.1 in case of discrepancy of the data specified in the requirement with the data containing in the questionnaire of the depositor shareholder;
3.5.2 if in the requirement the number of the shares which are subject to the redemption are more, than on the custody account of the shareholder;
3.5.3 if the shares which are subject to the redemption are encumbered with obligations;
3.5.4 if person which submitted the requirement is not shareholder of society.
3.6. The depositary performs blocking of transactions concerning the shares which are subject to the redemption on the custody account of the shareholder or refuses blocking within one working day from the moment of submission of the requirement. The notification on refusal of introduction of record about blocking of transactions concerning the shares which are subject to the redemption shall contain causes of failure and actions which need to be undertaken for elimination of the reasons interfering blocking.
3.7. Introduction of record about the termination of blocking of transactions concerning the shares which are subject to the redemption on the custody account of the shareholder, in case, stipulated in Item 3 articles 76 of the Federal law "About Joint-stock Companies", is performed:
3.7.1 in case of introduction of record about transition of the property rights to shares according to the procedure, stipulated in Item 3.8 this provision;
3.7.2 based on the copy of response the shareholder of the requirement certified by society and sent by society to depositary;
3.7.3 after 75 days from acceptance date general meeting of shareholders of the decision which entailed origin to require the redemption from shareholders of the right society of the stocks owned by them if during the specified term to depositary the documents confirming execution of obligation by society on payment of money to the shareholder or the shareholders who imposed requirements about the redemption of the stocks owned by them were not submitted.
3.8. Introduction of records about transition of the property rights to the shares redeemed in cases, the stipulated in Article 75 Federal Laws "About Joint-stock Companies" is performed in the following procedure:
3.8.1. The depositary shall make the provided depositary agreement and internal documents regulating depository activity, actions for transfer of the redeemed shares from the custody account of the shareholder on personal account of the issuer in the register based on the following documents submitted by society:
statements from the report on results of the presentation by the shareholder or shareholders of requirements about the redemption of the stocks owned by them approved by the board of directors (supervisory board) of society;
copies of the requirement;
the document (documents) confirming (confirming) execution of obligation by society on payment money to the shareholder or shareholders who imposed requirements about the redemption of the stocks owned by them.
The specified documents shall be under seal societies and are signed by the authorized person of society.
3.8.2. If shares are redeemed at shareholders in proportion to the declared requirements, according to Item 5 of article 76 of the Federal law "About Joint-stock Companies", in the provided statement from the report on results of presentation by the shareholder or shareholders of requirements about the redemption of the stocks owned by them, society shall specify concerning each requirement how many shares of the depositor shareholder the depositary needs to write off.
3.8.3. If the number of shares of subjects to the redemption specified in the requirement matches with the number of shares on the custody account of the depositor shareholder or less, than the number of shares on the custody account of the depositor shareholder, the depositary shall write off the redeemed shares from the custody account of the depositor shareholder in the quantity specified in the requirement.
3.8.4. If the number of shares of subjects to the redemption specified in the requirement exceeds the number of shares which can be redeemed by society taking into account the stipulated in Item Federal Law "About Joint-stock Companies" of restriction of the 5th Article 76, the depositary shall write off the redeemed shares from the custody account of the depositor shareholder in the quantity specified in the statement from the report on results of presentation by the shareholder or shareholders of requirements about the redemption of the stocks owned by them approved by the board of directors (supervisory board) of society.
3.9. The transactions of depositary provided by this Provision shall be performed in the following terms:
introduction of records about blocking of transactions concerning the shares which are subject to the redemption - within one working day from the moment of submission of necessary documents to depositary;
introduction of records about the termination of blocking of transactions concerning the shares which are subject to the redemption on the custody account of the shareholder and introduction of the corresponding records about transition of the property rights to the redeemed shares - within 3 working days from the moment of provision of documents, stipulated in Item 3.8.1. this provision;
introduction of records about the termination of blocking of transactions concerning the shares which are subject to the redemption on the custody account of the shareholder if the documents confirming execution of obligation by society on payment of money to the shareholder or the shareholders who imposed requirements about the redemption of the stocks owned by them were not submitted - within 75 days from acceptance date general meeting of shareholders of the decision which entailed origin to require the redemption from shareholders of the right society of the stocks owned by them;
introduction of records about the termination of blocking of transactions concerning the shares which are subject to the redemption, on the custody account of the shareholder, but not redeemed because the number of such shares specified in the requirement exceeds the number of shares which can be redeemed by society, taking into account the stipulated in Item Federal Law "About Joint-stock Companies" of restriction of the 5th Article 76, - along with introduction of records about transition of the property rights to actually redeemed shares;
introduction of records about the termination of blocking of transactions concerning the shares which are subject to the redemption if to depositary society provides the copy of response by the shareholder of the requirement, under seal and signed by the authorized person of society - within 3 working days from the moment of representation of the specified response to depositary;
introduction of records about transition of the property rights to the shares redeemed in cases, the stipulated in Article 75 Federal Laws "About Joint-stock Companies" - within 3 working days from the moment of submission of the documents provided by this Provision, to depositary.
3.10. Society shall provide to depositary the copy of response the shareholder of the requirement, under seal and signed by the authorized person of society, the next working day after receipt of response by society if the securities which are subject to the redemption are considered on the custody account of the shareholder in depositary, and the account statement of depot of the shareholder is attached to the requirement.
Disclaimer! This text was translated by AI translator and is not a valid juridical document. No warranty. No claim. More info
Database include more 50000 documents. You can find needed documents using search system. For effective work you can mix any on documents parameters: country, documents type, date range, teams or tags.
More about search system
If you cannot find the required document, or you do not know where to begin, go to Help section.
In this section, we’ve tried to describe in detail the features and capabilities of the system, as well as the most effective techniques for working with the database.
You also may open the section Frequently asked questions. This section provides answers to questions set by users.
The document ceased to be valid since November 26, 2016 according to Item 1 of the Instruction of the Central bank of the Russian Federation of October 14, 2016 No. 4160-U