April 2013
NEWSLETTER

Procedure for the Registration of Shares of the JSCs Established Prior to the Enactment of the Securities and Stock Market Law and Created through Privatization and Corporatization

On 16 April 2013 two resolutions of the National Securities and Stock Market Commission (the "Commission") dated 26 February 2013 became effective: Resolution No. 248 Approving the Procedure for the Registration of Issues of Shares of Joint-Stock Companies Being Incorporated in Course of Privatization and Corporatization ("Resolution 248") and Resolution No. 249 Approving the Procedure for the Registration of Issues of Shares of Joint-Stock Companies Established Prior to the Entry into Force of the Securities and Stock Market Law and for the Transfer of Such Issues to the Depository System" ("Resolution 249").

Resolution 248

Resolution 248 establishes the procedure for the registration of share issues (the "Shares Registration") of joint-stock companies (the "JSCs"), including the holding companies, being incorporated through the corporatization or privatization of state companies, the companies established on the basis of leased state property and incorporated on the basis of merged public and private property.

According to Resolution 248, the Shares Registration is performed by the Commission or its local offices. To complete the Shares Registration, the JSC must submit to the Commission certain documents certified by its corporate seal and director's signature not later than 10 days from the date of JSC's registration. The Commission must, within 25 business days from the date it receives the documents, (i) perform the Registration and issue the Shares Registration certificate, which is the basis for assigning an International Securities Identification Number to the shares, or (ii) refuse to register the shares on the grounds specified by Resolution 248.

Resolution 249

Resolution 249 regulates (i) the Shares Registration by the JSCs with a share in their capital owned by the State which were established prior to the entry into force of the Securities and Stock Market Law (i.e. prior to 12 May 2006) and which did not register their shares issue, and (ii) the transfer of such issues to the securities depository system.

The Shares Registration in this case is also performed by the Commission or its local offices. The documents to be submitted by the JSC for the Shares Registration must be certified by the JSC's corporate seal and director's signature. The Commission must adopt the decision to register or refuse registration within the same time-limit as that established by Resolution 248.

The Shares Registration can be completed only if the JSC's charter capital has been paid in full. Once the Shares Registration is completed, the share issue must be transferred to the securities depository system. Title to shares is created at the moment they have being deposited into a securities account opened with a custodian.

Other Regulations

A number of other resolutions of the Commission also became effective in April 2013, in particular, those relating to (i) the repeal of the Resolution of the Commission No. 42 dated 20 November 1997, which used to regulate the procedure for the registration of shares and bonds of foreign issuers in Ukraine, (ii) the requirements which need to be met by an auditor's opinion submitted to the Commission with the application for a license for professional activities on the securities market, and (ģii) the amendments to the procedure for the preparation and submission of administrative data on security traders' operations.



For further information please contact partner Vadym Samoilenko
and senior associate Oles Kvyat

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