Translation. Region: Russian Federation –
Source: Central Bank of Russia
An important disclaimer is at the bottom of this article.
The Bank of Russia intends to simplify access to the securities market, retaining only the registration of assets that are sensitive in terms of potential risks for a wide range of investors. The initiatives are presented inreport for public discussionThis approach will facilitate companies' entry into the capital market, reduce their costs, and reduce the timeframe for issuing securities. At the same time, disclosure requirements for issuers and guarantees for investor protection will remain.
When optimizing issuance procedures, the Bank of Russia will consider the company's status (public or non-public), the category of investors for whom the securities are intended (qualified or non-qualified), the issue volume, the par value of the securities, and other factors. One proposal is to exempt share issues in non-public joint-stock companies with no more than 50 shareholders from registration, while maintaining the company's obligation to maintain records of securities with a registrar. It is also proposed to reduce the timeframe for exercising shareholders' preemptive rights to purchase additional shares from 45 days to 15 business days. This will allow issuers to respond more flexibly and quickly to favorable market conditions in order to raise capital.
Regarding bonds, the changes will affect simple types – those with a fixed income (par value plus coupon income), a limited maturity, and centralized rights accounting. Issuers will no longer need to register such bonds or a prospectus if their borrowing volume does not exceed 3 billion rubles per year. When admitting bonds to organized trading, exchanges will verify compliance with the law.
The regulator may delegate the registration of structured bonds placed on the organized market to the exchange, and over-the-counter (OTC) bonds to the central depository, provided that the issue parameters, including the type of underlying asset, income structure, and payment procedure, are standardized. It will retain only issues with more complex terms that do not fit the established templates. Alternatively, a complete waiver of registration for such instruments is being considered. In this case, the exchanges will be responsible for verifying the legality of the bonds at the admission stage. The Bank of Russia is also prepared to waive the registration of bonds intended for qualified investors with a par value exceeding 3 million rubles.
Responses to the questions presented in the report, as well as comments and suggestions regarding it, can be sent to the Bank of Russia up to and including March 31, 2026.
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