Below a brief summary of the documents which establish the
ownership rights of shareholders to the shares in a Russian joint
stock company ("JSC") and other
1. TITLE OVER SHARES
1.1 Pursuant to the Federal Law "On Securities Market"
("Securities Law"), rights of holders of
emissive (issued) non-documentary shares
(shareholders and shares) to such
shares are be certified by:
a. relevant records of "personal" accounts of
shareholders (in the case of shares registered in share register
held by a professional registrar or the JSC itself);
b. relevant records of "depo" accounts of shareholders
(in the case of shares held with a depositary).
1.2 Pursuant to the Securities Law, ownership rights to shares
shall be deemed to be transferred to the acquiror of such
a. at the moment of entering relevant records to the personal
account or depo account, as applicable (see above) of the
2. RIGHT OF SHAREHOLDER TO RECEIVE INFORMATION ABOUT TITLE TO
2.1 Extract from the Personal Account
Pursuant to "Regulations on holding the register of
registered securities" approved by Decree of the Federal
Commission of Securities Market (now named as the Federal Service
for Financial Market – "FSFM") No.
27 dated 2 October 1997 ("Regulations No.
27"), a person (or its authorised representatives)
who is registered with the relevant registrar (registered
person) shall have the right to submit an instruction to
the registrar requesting an extract from the personal account of
such registered person which shall prove the number of shares in
the charter capital of a relevant JSC held by such registered
Regulations No. 27 stipulate that the registrar is required to
provide the registered person with an extract from the personal
account within five working days following the receipt of the
relevant instruction from the registered person.
2.2 Extract from the Depo Account
Pursuant to "Regulations on depository activity in the
Russian Federation" approved by Decree of FSFM No. 36 on 16
October 1997 (Regulations No. 36), a person (or
its authorised representatives) who is registered with the relevant
depository (registered person) shall have a right
to submit an instruction to the depository requesting an extract
from the depo account of such registered person which shall prove
the number of shares in the charter capital of a relevant JSC held
by such registered person.
The depository is required to provide the registered person with
an extract from the depo account within the terms provided for by
internal regulations of the depository and by the agreement between
the depository and the registered person.
2.3 Report on Operations over Personal (Depo)
In addition to the rights mentioned in sections 2.1 and 2.2
above the registered person shall have a right (upon written
request to the registrar or, as the case may be, the depository) to
receive a report about all operations over the personal (or depo)
account of the registered person for a specified period of
2.4 List of all shareholders
Pursuant to the Securities Law the registrar shall provide to a
shareholder who holds more than 1% of voting shares in the charter
capital of the relevant JSC information about name of all
registered persons who hold shares of this JSC, as well as the
amount, type, and nominal value of shares held by such registered
person in the charter capital of the relevant JSC.
3. LIST OF DOCUMENTS TO INVESTIGATE THE TITLE OVER SHARES
3.1 In order to investigate the history of title over shares we
would suggest to review the following documents:
a. extract from the personal (or depo) account of the registered
person (to be requested from the registrar/depository);
b. report about all operations over the personal (or depo)
account of the registered person for a specified period of time (to
be requested from the registrar/depository);
c. agreements for sale and purchase of the relevant shares and
evidence of payment for such shares (to be held by the parties to
the relevant transactions);
d. copy of transfer orders (if any) which may be kept by the
parties to the relevant transactions;
e. foundation agreement and protocol of the foundation meeting
of founders of the relevant JSC;
all other documents which may establish (in the past, at present
or in the future) rights of third party to the relevant shares,
including, but not limited to, option agreements, documents
regarding any additional issuance of shares, etc.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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