LAW OF UKRAINE

of July 4, 2012 No. 5042-VI

About modification of some legal acts of Ukraine concerning enhancement of the legislation on securities

The Verkhovna Rada of Ukraine decides:

I. Make changes to the following legal acts of Ukraine:

1. In the Economic code of Ukraine (The sheet of the Verkhovna Rada of Ukraine, 2003 No. No. 18-22, of the Art. 144):

Part the second Article 359 to exclude 1);

Part third of Article 360 to exclude 2).

2. In the Civil code of Ukraine (The sheet of the Verkhovna Rada of Ukraine, 2003 No. No. 40-44, of Art. 356; 2006 No. 31, Art. 268; 2008 No. 50-51, of Art. 384; 2012 No. 7, Art. 53):

1) in Article 110:

2 parts one to state Item in such edition:

"2) by a court decision about liquidation of the legal entity because of the violations allowed during its creation which cannot be eliminated, or in other cases established by the law";

in part two:

in paragraph one of the word "and rather joint-stock companies-also National commission on securities and the stock market" shall be replaced with words "relevant organ of the government in the cases established by the law";

state paragraph two in such edition:

"The judgment about liquidation of the legal entity the head of such legal entity, its executive body or the claimant can be appointed by the liquidator or are included in structure of the commission on the termination of the legal entity";

2) the first offer of part one of Article 198 to state in such edition:

"1. Person who placed (issued) order security, and endorsees on it answer to his legal owner solidary if other is not established by the law".

3. In the Law of Ukraine "About state regulation of the security market in Ukraine" (Sheets of the Verkhovna Rada of Ukraine, 1996 No. 51, Art. 292 with subsequent changes):

Article 3 after the paragraph of the tenth to add 1) with the new paragraph of such content:

"prudentsionny supervision of professional participants of the stock market within activities which are performed by such participant based on the issued National commission on securities and the stock market of the license".

With respect thereto the eleventh - the fourteenth to consider paragraphs respectively paragraphs the twelfth - the fifteenth;

2) in Article 4:

in part one:

state Items 3 and 10 in such edition:

"3) underwriting - the conclusion the dealer in securities of agreements concerning alienation of securities and/or implementation of the actions or provision of services connected with such alienation in the course of issue of these securities by proxy, from name and at the expense of the issuer based on the relevant contract with the issuer";

"10) activities for the organization of stock market trading - activities of stock exchange for creation of organizational, technological, information, legal and other conditions for collection and distribution of information concerning offers of securities and other financial instruments and demand for them, carrying out the regular exchange biddings by the securities and other financial instruments, the centralized conclusion of agreements concerning securities and other financial instruments according to the rules established by such stock exchange registered in the procedure established by the law. Activities for the organization of stock market trading can include implementation of clearing and calculations for financial instruments, other, than securities";

the fourth and fifth to exclude parts;

Part the thirteenth Article 41 to state 3) in such edition:

"In determination of rating assessment if other is not established by the law, all types of debt and mortgage issued securities which are not distributed between founders or among previously determined group of people need and can extend by public placement, be bought and on sale on the stock exchange, except the government securities and securities emitted by the Public mortgage institution";

4) in Article 7 part two:

state Item 7 in such edition:

"7) establishes requirements to stock exchange rules and registers its rules (changes to them)";

in Item 13 of the word "in depositaries and trade and information systems" shall be replaced with words "and in depositaries";

add with Item 14-2 of such content:

"14-2) establishes procedure for hearing of cases about offenses in the security market";

state Item 24 in such edition:

"24) is determined by procedure for maintaining and keeps the register of auditing firms which can carry out audit inspections of professional participants of the security market";

in Item 37-3 of the word "legal entity or physical person of essential participation in the professional participant of the stock market" shall be replaced with words "person of essential participation in the professional participant of the stock market (except bank)";

add with Items 37-5-37-9 of such content:

"37-5) establishes prudentsionny standard rates of rather professional participants of the stock market;

37-6) approves candidacies to positions of heads of stock exchanges and depositaries;

37-7) approves the charter and rules (changes to them) stock exchange or depositary;

37-8) establishes requirements to advertizing in the security market;

37-9) informs the state registrars who perform state registration of legal entities and physical litspredprinimatel, in case of not identification of the issuer of securities and/or the professional participant of the stock market on the location specified in the Unified State Register of Legal Entities and physical litspredprinimatel";

5) in Article 8:

add with Item 9-1 of such content:

"9-1) to conduct independently or together with other relevant organs of check of condition of observance by legal entities which effective period of the license ended or licenses of which for implementation of certain types of professional activity in the stock market are cancelled, the requirements of the legislation provided on case of the termination of effective period or cancellation of the license. Such inspection can be carried out no more than within three years from the date of the end of action (cancellation) of the specified license";

state Item 20 in such edition:

"20) to record, establish requirements to the software of the automated, information and information and telecommunication systems intended for implementation of professional activity in the stock market and to exercise control of observance of the specified requirements";

add with Item 31-1 of such content:

"31-1) to take a legal action with the claim (statement) for the termination of joint-stock company as a result:

assumptions during its creation of violations which cannot be eliminated;

not giving by joint-stock company within two years in a row of the National commission on securities and the stock market of information provided by the law;

not formations of bodies of joint-stock company for year from the date of registration by the National commission on securities and the stock market of the report on results of private placement of shares among founders of joint-stock company;

not convocation of general shareholder meetings by joint-stock company within two years in a row";

The paragraph the fifth article 9 parts two after words of "The national commission on securities and the stock market" to add 6) with the words "issue the order about elimination of violations of the law about securities";

Article 11 part one after the paragraph of forty third to add 7) with twelve new paragraphs of such content:

"14) advertizing distribution (modification of advertizing) of securities and the stock market without its preliminary representation to the National commission on securities and the stock market

in the amount of fifty to hundred fifty percent of cost of the placed advertizing.

For the same actions made repeatedly for year

in the amount of hundred fifty to three hundred percent of cost of the placed advertizing;

15) not termination of distribution of advertizing of securities in case of recognition of issue of such securities of the corresponding release unfair or invalid, or recognition in accordance with the established procedure issue of securities not taken place,

in the amount of hundred to two hundred percent of cost of the placed advertizing.

For the same actions made repeatedly for year

in the amount of two hundred to four hundred percent of cost of the placed advertizing;

16) distribution of advertizing after stop in accordance with the established procedure such distribution by the National commission on securities and the stock market

in the amount of hundred fifty to three hundred percent of cost of the placed advertizing.

For the same actions made repeatedly for year

in the amount of three hundred to six hundred percent of cost of the placed advertizing".

With respect thereto the forty fourth - the forty sixth to consider paragraphs respectively paragraphs the fifty sixth - the fifty eighth;

To state Article 12 in such edition:

"Article 12. Procedure for application of sanctions against legal entities for offenses in the security market

The authorized person of the National commission on securities and the stock market which elicited the fact of making by the legal entity of offense in the security market draws up the statement which together with written explanations of the head, other responsible official, and the documents connected with such offense within five working days gives to the authorized person of the National commission on securities and the stock market which has the right to apply the sanction for offense in the security market.

Sanctions are applied by the Chairman of the National commission on securities and the stock market, the member of the National commission on securities and the stock market authorized by the National commission on securities and the stock market officials on consideration of the documents confirming the offense fact.

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