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Publication date: 04.04.2024
I am studying in the third year of the State University of Economics and Technology.I specialize in contractual, economic and corporate law, in particular, I provide consultations and write articles.
An integral part of the field of joint investment is the corporate fund, which is a legal entity created and operating in the form of a joint-stock company, and the only direction of its activity is joint investment. The procedure for creating a corporate fund is quite long and multi-stage, and all steps are regulated in detail by the current legislation. The fund acquires the status of a legal entity only after state registration.
Features of the activities of the corporate fund:
In the process of establishment, a corresponding agreement may be concluded, which will not have the status of a founding document, but will play a coordinating role in the activities of the fund, establishing the number of shares, etc. The charter is the founding document of the fund, consisting of the following provisions: the type, type of fund is determined, the amount of the authorized capital, the total number of shares and their nominal value is specified, the procedure for paying dividends is established, etc. In addition to the founding document, the fund's regulations are subject to mandatory creation and subsequent registration (within 6 months after creation). As for the size of the authorized capital, since the corporate fund is a joint-stock company, the requirement regarding the minimum size of the capital remains the same, that is, 1250 minimum wages. The organizational structure of the fund consists of general boards and a supervisory board. Accordingly, its termination is possible only through liquidation, which can be carried out in the event that the authorized capital after the purchase of shares has become less than the above-mentioned amount, in the event of the expiration of the term of the fund, the prospectus for the issue of shares was not registered in time, or in the event of the cancellation of the issued license of the asset management company , if the contract with the new company is not concluded within 30 days and in other cases established by legislation.
The procedure for creating a corporate fund:
1. The first step is to make a decision on the creation of the fund, as well as on the placement of shares and the approval of the charter. The draft of the founding document is approved by the NCCBFR by submitting a corresponding application.
2. The next step is the registration of the issue of shares, carried out by the NKTSBFR. Next, the shares should be assigned an international securities identification number.
3. In addition to the registration of the issue of shares, it is necessary to conclude an agreement with the depository under which the issue will be serviced. A global certificate must also be issued.
4. The next step is the private placement of the fund's shares, payment of their nominal value and approval of the results of the private placement at the founding meeting. Along with this, the statute is adopted, members of the supervisory board are elected, and the draft contract with the asset management company is approved.
5. Further, state registration of the fund should be carried out. Registration is made by the state registrar based on the application and all necessary documents.
6. Already after registration, agreements are concluded with the AMC and the custodian of the fund's assets.
7. The final step is the submission of a package of documents to the NKTSBFR. The commission must also enter information into the register. As a result of this step, a certificate of registration of the issue of shares, etc. is issued.
Legal services for business when creating a legal entity:
The services of a lawyer are considered extremely important due to the complexity of the procedure described above. A lawyer for business will not only ensure the preparatory process in the form of preparation of constituent documents, drawing up draft contracts, but will also help in practical aspects at the stage of submitting documents to the registrar, when issuing shares and applying to the NKTSBFR. In addition, the business lawyer will reconcile the documents with the requirements of the law, conduct a detailed analysis of them. Therefore, an important component is the legal protection of business, which will act as a significant help in creating such an organizationally complex legal entity as a corporate fund, which will save the funds and time of its founders.
