Central Bank of Russia consults on streamlining securities issuance by shifting more registration and checks to exchanges and the central depository

The Central Bank of Russia published a consultation paper proposing to streamline securities issuance and admission to trading by limiting the Bank’s registration role to instruments that may be risky for a wide range of investors, while keeping issuer disclosure requirements and investor protection guarantees in place. The proposals are intended to reduce the cost and time of issuance and support companies’ access to capital markets. Issuance procedures would be differentiated by factors including whether an issuer is public or non-public, whether investors are qualified or non-qualified, issue volumes, and par value. For shares, the paper proposes exempting share issues by non-public joint-stock companies with no more than 50 shareholders from registration, while retaining the obligation to have the securities recorded by a registrar, and shortening the period for exercising pre-emption rights for additional shares from 45 days to 15 business days. For “plain vanilla” bonds with fixed income, fixed maturities, and centralised recordkeeping of ownership rights, issuers would not need to register issues or prospectuses if annual borrowings do not exceed RUB 3 billion, with exchanges responsible for verifying compliance when admitting bonds to trading. For structured bonds, registration of exchange-traded and OTC-traded instruments could be delegated to exchanges and the central depository respectively if issuance parameters are standardised, with the Bank registering only issues with more complex terms beyond templates; the Bank is also considering abandoning registration of such instruments’ issues entirely, with exchanges verifying compliance at admission to trading. In addition, the Bank is prepared to eliminate the registration requirement for bonds intended for qualified investors if the bonds’ par value exceeds RUB 3 million. Responses to the consultation questions and other comments are requested by 31 March 2026.