Securities issue

Establishment of a joint-stock company

When a joint-stock company is established, its shares can be distributed among its founders exclusively.

The establishment of a joint-stock company through its founding is carried out in the following stages:

1) adoption by the founders’ meeting of a decision to establish a joint-stock company and issue shares;

2) submission of an application and all necessary documents for registration of the share issue through official channels to the National Securities and Stock Market Commission;

3) registration of the share issue by the National Securities and Stock Market Commission and issuance of a temporary certificate of registration of the share issue;

4) conclusion of an agreement with the Central Securities Depository on servicing securities issues;

5) assignment of an international securities identification number to the shares;

6) placement of shares among the founders of the joint-stock company;

7) payment by the founders of the full cost of the shares;

8) approval by the constituent assembly of the results of the share issue, approval of the joint-stock company’s charter, adoption of other decisions required by law;

9) registration of the joint stock company with the state registration authorities;

10) submission of a report on the results of the share issue to the National Securities and Stock Market Commission through official channels;

11) registration of the report on the results of the share issue by the National Securities and Stock Market Commission;

12) obtaining of a certificate of registration of the share issue.

The procedure for issuing shares when establishing a joint-stock company is determined by the National Securities and Stock Market Commission.

Increase/decrease in the authorized capital of a joint-stock company

The size of the authorized capital of a joint-stock company is increased by raising the nominal value of shares or by an additional issue of shares of the existing nominal value in accordance with the procedure established by the National Securities and Stock Market Commission. The size of the authorized capital of a joint-stock company is reduced in accordance with the procedure established by the National Securities and Stock Market Commission by way of reducing the nominal value of shares or by way of canceling shares previously repurchased by the company and reducing their total number, if permitted by the charter of the joint-stock company.

The registration of shares issued by joint-stock companies established and/or transformed from state-owned and municipal enterprises in the process of privatization or corporatization, including holding companies, upon their creation through corporatization or privatization, is carried out in accordance with the procedure established by the National Securities and Stock Market Commission.

Share consolidation and stock split of a joint-stock company are carried out in accordance with the procedure established by the National Securities and Stock Market Commission.

A bond is a security that certifies the deposit of funds by its first owner, defines the loan relationship between the bond owner and the issuer, confirms the issuer’s obligation to return the bond’s nominal value to the owner within the period specified in the prospectus or issuance decision, and to pay the yield on the bond, unless otherwise provided in the prospectus or the issuance decision.

Corporate bonds are registered bonds issued by a legal entity (except for international financial organizations) engaged in business activities with the aim of making a profit, as well as other legal entities in cases specified by law.

Depending on the method of redemption, bonds can be ordinary or special-purpose.

Ordinary bonds are bonds that are redeemed by the issuer paying their nominal value to the holder, except for convertible corporate bonds, which are redeemed in accordance with the procedure established by Article 14 of the Law of Ukraine “On Capital Markets and Organized Commodity Markets.”

Special-purpose bonds are bonds that are redeemed by transferring goods and/or providing services, and/or performing work in accordance with the requirements set forth in a prospectus (issuance decision), and in the cases and in the manner provided for in a prospectus (issuance decision) – by paying money to the owner of such bonds. The specifics of the issue of special-purpose bonds are stipulated in Article 13 of the Law of Ukraine “On Capital Markets and Organized Commodity Markets.”

Depending on the purpose of the funds raised, there can be straight bonds, green bonds, or infrastructure bonds.

Local government bonds.

A decision on the issue of local loan bonds is made by the Supreme Council of the Autonomous Republic of Crimea or a representative body of local self-government in accordance with the requirements established by budget legislation.

Registration of local government bond issues is carried out by the National Securities and Stock Market Commission in accordance with the procedure established by it.

Bonds of international financial organizations

An international financial organization is an international organization that, in accordance with its founding documents and/or in accordance with an international agreement with Ukraine, issues bonds on the territory of Ukraine.

The specifics of the issuance and trading (including the admission of bonds of international financial organizations to trading on the organized capital market) of bonds of international financial organizations are specified by the National Securities and Stock Market Commission.

Real estate fund certificates (REF certificates)

Registration of the issue of REF certificates, registration of the issue and approval of an REF certificate prospectus can be carried out subject to the following requirements:

the total nominal value of REF certificates issued by an issuer cannot exceed ten times this issuer’s equity capital;

The amount of REF certificates within the scope of the issue should be equivalent to at least EUR 100,000 at the official exchange rate of the National Bank of Ukraine on the date of the decision to issue REF certificates.

Derivative securities

Derivative securities are securities that certify the holder’s right in cases and in the manner specified in a prospectus (decision on the issue of securities) cases and procedures to require the issuer to purchase or sell the underlying asset and/or exercise the rights established by a prospectus (decision on the issue of securities) with respect to the underlying asset, and/or make a payment (payments) depending on the value of the base indicator.

Derivative securities include:

a) option certificates;

b) stock warrants;

c) credit notes;

d) depositary receipts;

e) government derivatives.

Requirements for derivative securities (except for government derivatives), as well as the procedure for their issuance, accounting, trading, repurchase and redemption, are determined by regulatory legal acts of the National Securities and Stock Market Commission.

The placement and / or circulation of securities of Ukrainian issuers outside Ukraine is made solely on the basis of the Commission’s permission. The permission is issued with the simultaneous observance of the following conditions:

• registration of securities issue;
• assumption of the same type of securities of the respective issuer to the stock trading at one of the Ukrainian stock exchanges.
• if the permit relates to the issuance of shares, then the number of shares for which placement and circulation outside Ukraine is planned to take place must not exceed 75% of the total number of shares of the respective issue.

The permission for the circulation of securities of Ukrainian issuers outside Ukraine is issued only in respect of the number of securities held on the account of the securities of their owner.

Alienation of securities (except for discount bonds) outside Ukraine on the basis of the permission for placement and circulation of securities of a Ukrainian issuer outside Ukraine is carried out at a price not lower than their nominal value.

The joint stock company makes placement of each share with the increase of the authorized capital at a price not lower than its market value, determined in accordance with the legislation of Ukraine, and does not have the right to place shares at a price lower than their nominal value.

To obtain a permit for the placement and circulation of securities of Ukrainian issuers outside Ukraine, the issuer submits to the Commission the following documents:

• application for issuance of a permit, signed by the head and certified by the issuer’s seal;
• a copy of the temporary certificate of registration of issue of respective securities, certified by the signature of the head and seal of the issuer;
• a certificate of admission to trading on the Ukrainian stock exchange of securities of the issuer of the same type as securities, for obtaining a permit for placement and circulation of which is filed an application, certified by the signatures of managers and seals of the issuer and the stock exchange;
• a certificate of deposit of a temporary global certificate, certified by the signature of the head and seal of the depositary.

The Regulations on disclosure of information by securities issuers and persons providing collateral for such securities define the procedure and terms for disclosure of regulated information on the regulated stock market and the requirements for disclosure of information by securities issuers (hereinafter referred to as issuers), persons providing collateral for such securities, and corporate rights advisors.

Regulated information subject to disclosure in accordance with the requirements of these Regulations includes:

1) regular information;

2) special information;

3) other information, as specified in Part VII of these Regulations.

In the cases provided for in these Regulations, issuers of securities are required to disclose regulated information on the stock market by:

1) posting it on the issuer’s website;

2) placing it in the database of the person who publishes regulated information;

3) submitting it to the NSSMC.

Regulated information is disclosed by private joint stock companies (if no public offering of such company’s securities has been made or such company’s securities are not admitted to trading on the organized capital market) in accordance with subparagraphs 1 and 3 of this paragraph, as well as in accordance with subparagraph 2 of this paragraph, in the cases provided for in this paragraph.

The regulator, in accordance with the Law of Ukraine “On the Specifics of Regulating the Activities of Legal Entities of Certain Organizational and Legal Forms During the Transition Period and Associations of Legal Entities” dated 09 January 2025 No. 4196-IX, obliged securities issuers to disclose regular information (if not otherwise disclosed) for the 2021–2024 reporting years in accordance with the requirements of the NSSMC Resolution No. 28/21/1933/K03 dated 06 March 2025 “On the disclosure of regulated information by issuers of securities, persons providing collateral for such securities, and corporate rights advisors during the period of martial law in Ukraine.”