‘Approved’
State Committee for Securities
of the Republic of Azerbaijan
Resolution № 8-q
03 February 2016
Chairman
__________________
Rufat Aslanlı

Regulations on issuance and placement of investment securities outside the territory of the Republic of Azerbaijan

1. General provisions

1.1. These Regulations have been developed in accordance with Article 8.16 of the Law of the Republic of Azerbaijan on the Securities Market (hereinafter – the Law).
1.2. These Regulations govern procedures for issuance and placement of investment securities of the issuers of the Republic of Azerbaijan or investment securities secured by their assets by another person outside the territory of the Republic of Azerbaijan.
1.3. Issuance and placement of investment securities of the issuers of the Republic of Azerbaijan or investment securities secured by their assets by another person outside the territory of the Republic of Azerbaijan (except for the case specified in Item 1.4 herein) is allowed after the said issuance is state registered by the State Committee for Securities of the Republic of Azerbaijan (hereinafter – the Committee).
1.4. Issuance and placement of investment securities of the issuer in circulation outside the territory of the Azerbaijan Republic is not allowed if the volume of the issuer's shares outside the territory of the Republic of Azerbaijan makes more than 40% of total issued shares of the issuer, including the securities confirming the rights to the issuer's shares.

2. State registration of investment securities

2.1. The issuer should deliver the following documents to the Committee to have the issuance of investment securities state registered:
2.1.1. an application for state registration of investment securities;
2.1.2. a decision on issuance of investment securities;
2.1.3. copies of the certificate and charter on state registration of the issuer as a legal entity notarized or approved in accordance with the procedure established by Article 9 of the Law of the Azerbaijan Republic ‘on Administrative Proceedings’;
2.1.4. a prospectus of investment securities (if issuance of investment securities is accompanied with a prospectus);
2.1.5. consent of the Ministry of Finance of the Republic of Azerbaijan to foreign borrowing if the issuer receives financial assistance or investment-oriented allocations from the state budget, and has liabilities due to the state budget, including state-guaranteed loans.
2.2. The Committee reviews the documents submitted for state registration of the issuance of investment securities within twenty working days from the date of their submission. In the absence of the cases provided for in Item 2.3 herein for refusal of registration, the issuance of investment securities is registered. In this case, the Committee provides the issuer with an extract from the state register of investment securities.
2.3. The Committee refuses to state register investment securities if:
2.3.1. the documents submitted for state registration of securities fail to meet the requirements of Item 2.1 herein;
2.3.2. it is discovered that the decision on issuance of investment securities (other documents that make the basis for state registration of the issuance of investment securities) includes incorrect, or distorted information.
2.4. If the cases specified in Article 2.3 are identified, the Committee should take a reasoned decision on refusal to state register the issuance of investment securities and send the decision to the issuer within two business days.