The procedure for issuing bonds is fairly well formalized and includes several stages. First of all, it should be borne in mind that the issue of bonds is allowed no earlier than the third year of the company's existence, while a prerequisite is the approval of the annual financial statements for two financial years.
It is necessary
- - Civil Code of the Russian Federation;
- - Federal Law of 22.04.96, No. 39-FZ "On the Securities Market";
- - Standards for the issue of securities and the registration of securities prospectuses.
Instructions
Step 1
Start by developing a bond issue concept. The concept should take into account the general development strategy of the organization, the objectives of the issue, a detailed description of several options for the issue, as well as the plan for the introduction of bonds to the secondary securities market. The search for a potential investor in the securities market is also of great importance.
Step 2
After developing a general concept for the issue of bonds, make an informed decision on the issue of bonds or on a reasonable refusal to issue (if, for example, the analysis shows that there is no benefit from this procedure). Issue and placement of bonds falls within the competence of the board of directors (in a joint stock company) or in the competence of the general meeting of participants (in a limited liability company).
Step 3
When making a positive decision on the issue of bonds, determine the number and par value of the securities; procedure and maturity of bonds; method of placement (closed or open subscription); placement price of bonds and other conditions.
Step 4
Determine the circle of persons among whom you plan to place bonds, if we are talking about a private subscription.
Step 5
Determine the share of the bond issue, the impossibility of placing which will allow the issue to be considered invalid (this share cannot be less than 75% of the issue).
Step 6
Prepare a list of property that bonds can be paid for if payment will be made not in cash, but by other means.
Step 7
Approve the decision to issue bonds. Approval is made no later than six months from the date of the decision on the placement of bonds. The decision is approved by the board of directors or its replacement management body. The document containing the decision on the issue must contain the date of signing and be sealed with the seal of the issuer.
Step 8
Prepare a prospectus. In case of placement by open subscription, its state registration is required. If a closed subscription for bonds among the circle of persons, the number of which exceeds 500, is expected, registration of the prospectus is also required. As a rule, the registration of the prospectus is carried out simultaneously with the registration of the bond issue.
Step 9
Submit documents for state registration of the bond issue. This should be done no later than three months after the approval of the decision on the issue, or no later than one month if the prospectus is also approved at the same time. The body carrying out registration makes a decision within a month from the date of receipt of the documents.
Step 10
Upon receipt of a positive decision on registration, proceed with the placement of bonds. The placement is carried out within the terms specified in the registered decision on the issue of bonds. The placement period cannot exceed one year from the date of registration.
Step 11
At the end of the placement period, submit a report on the results of the issue to the registering authority. A month is allocated for this from the end of the placement period. The report must be approved by the executive body of the company (in accordance with the charter), as well as by the chief accountant of the issuing company.
