Stages of securities issue
The issuance of securities includes a number of mandatory actions that the issuer must perform. First of all, a decision is made to issue securities. Then the procedure for issuing and its stages is determined, after that the issue of equity securities is registered, the conditions for their placement are reviewed, information on the securities issuance disclosed by the issuer is provided and a report on the results of the issue of equity securities is prepared.
Decision on the issue of securities
Decision on the issue of securities is a document registered in the state registration of securities and containing sufficient data to establish the scope of rights secured by the security. The decision on the issue of equity securities must contain:
• full name of the issuer and its legal address;
• the date of the decision to issue securities;
• the name of the authorized body of the issuer that took the decision to issue;
• type of equity securities;
• note on state registration and state registration number of securities;
• owner's rights, fixed by one security;
• The order of placement of equity securities;
• the issuer's obligation to ensure the rights of the owner if the owner observes the procedure for the exercise of these rights by the owner;
• indication of the number of equity securities in this issue;
• indication of the total number of issued securities with this state registration number and their nominal value;
• indication of the form of securities (documentary or uncertificated, nominal or bearer);
• seal of the issuer and signature of the issuer's manager;
• Other requisites provided for by the US law for a specific type of equity securities.
The procedure for making a decision on the placement of securities is determined and fixed in the issuer's constituent documents. For example, if the charter of a joint-stock company determines the procedure and conditions for the placement of declared shares of a certain category or type, then the procedure and conditions for the placement of the same additional shares must comply with the provisions of the charter of the joint-stock company. The decision to issue securities is approved on the basis of and in accordance with the decision on their placement.
Issue of securities is carried out by decision of the general meeting of shareholders of the economic company and approved by the board of directors, if the company's charter for him is assigned this right. As for the decision to issue securities by legal entities of another organizational and legal form, it is approved by the highest management body of this legal entity on the basis of the constituent documents and the current legislation.
In case of keeping the register of registered securities holders by the registrar or mandatory centralized storage of bonds in the depository, one copy of the resolution on the issue of securities must be kept with the registrar or the depositary. In the event of discrepancies in the text of the copies of the resolution on the issue of securities, a copy stored in the body that carried out the state registration of the securities issue shall prevail, and if the state registration of the securities issue was not carried out, in the organization that assigned the identification number to the issue of securities.
The decision to issue securities is signed by the person holding the position of the sole executive body of the issuer, indicating the date of signing and is sealed by the issuer's seal. The transfer by the issuer of the right to sign a resolution on the issue of securities to other persons, including on the basis of a power of attorney, is not allowed.
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