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New Procedure for Registration of Shares Due to Changes in Authorized Capital of JSCs
Asters Law Firm, Kyiv, Ukraine, 24 September 2012
On 24 September 2012 new Procedure for Registration of Shares Due to Changes in Authorized Capital of Joint Stock Companies (the "Procedure") became effective. The Procedure was approved by Decision No. 1073 of the National Securities and Stock Market Commission ("NSSMC") of 31 July 2012 (the "Decision").
Effective September 24, Resolution No. 942 of 26 April 2007 which used to contain Regulations for Share Registration Procedure was repealed, and Decision No. 222 of 30 December 1998 approving Procedure for Cancellation of Shares Issues and Annulment of Share Certificates Registration was amended.
The new Procedure applies to all JSCs (except for joint investment institutions), which increase or decrease their authorized capital ("AC"). However, it does not regulate the registration of shares in connection with the changes in authorized capital due to reorganization.
The Procedure details the package of documents to be filed with NSSMC for each particular form of increase (private/public placement of additional shares of existing par value, increase of par value) and decrease (decrease of shares par value, cancellation of bought-out shares accompanied by the decrease of the total number of shares) of authorized capital.
The Procedure lays down new time-limits for performance of registration actions by NSSMC. In particular, NSSMC has:
- 25 business days after receipt of the application and other required documents to: (i) complete the registration of a share issue or of a share issue and prospectus, (ii) refuse registration; or (ii) return the documents to the applicant JSC without consideration;
- 5 business days from the date of receipt of the application and other required documents to register amendments to prospectus or refuse such registration;
- 15 calendar days from the date of receipt of the application and other required documents to register the report on the results of a share placement or refuse registration;
- 14 calendar days from the date of registration of the report on the results of share placement to issue to the JSC a certificate of registration of the issue.
The Procedure that the documents filed with the NSSMC shall be returned to the applicant JSC if they were not supplied in full or were provided with violations of the statutory requirements as to their form. The Procedure also expands the grounds on which NSSMC can refuse to register.
The Procedure also for the first time introduces special procedures for the registration of share issues due to the changes in the authorized capital of certain types of JSCs, in particular JSCs with a sole shareholder and JSCs where the state holds more than 50 percent of the authorized capital.
For further information please contact partner Vadym Samoilenko
and associate Oles Kvyat
