Joint stock companies that maintain their own shareholders registers

[This legal alert has been prepared by Baker & McKenzie]

For the attention of management of joint stock companies that maintain their own shareholders registers

Please be reminded that joint stock companies that maintain their own shareholders registers must, by April 27, 2010, comply with new requirements established by the Russian Federal Financial Markets Service (the "FFMS").

By the above-mentioned date, in accordance with FFMS Regulation No. 09-33/пз-н dated August 13, 2009 "On the Procedure for the Maintenance of a Register of Holders of Registered Securities by Issuers of Registered Securities", joint-stock companies must prepare and adopt rules for the maintenance of a shareholders/other securities holders register, which should be available to shareholders and other interested persons.

Both open and closed joint-stock companies that have made public placements of securities must disclose rules for the maintenance of a securities register on the Internet. All other joint stock companies must either disclose such rules on the Internet, or send certified copies of the rules to the registered holders of securities.

In addition to the above, joint stock companies must, every year, no later than by February 15, file reports for the previous calendar year with their local FFMS agency. The reports must include, inter alia, information on the number of personal accounts of securities' holders, on any state or municipal share in the charter capital of the company, and on the number and volume of transactions with registered securities during the reporting period.

We note that failure to comply with the disclosure requirements or the rules for the maintenance of registers could lead to a fine of up to one million rubles imposed on the violating legal entity (Articles 15.19 and 15.22 of the Russian Code of Administrative Offences).

Additional Information

Should any questions arise in connection with the above, please contact Sergei Voitishkin, Partner, at the Moscow Office of Baker & McKenzie at +7 (495) 787 2700, or Maxim Kalinin, Partner, at the St. Petersburg Office of Baker & McKenzie at +7 (812) 303 9000.

This LEGAL ALERT keeps the clients of the firm "Baker & McKenzie" and other interested parties abreast of changes in legislation that may affect their activity or cater to their particular interests. The opinions and commentaries expressed in this LEGAL ALERT are not legal opinions and cannot obviate the need for legal advice or opinions in specific practical situations.