Issuers are one of the main participants of the capital market. The issuer is a legal entity, state (through a duly authorized state body) or municipality that issues investment securities as per Chapter 2 of the Law of the Republic of Azerbaijan on the Securities Market. The issuer is not the owner of the securities it issues.
Issuance of investment securities (shares and corporate bonds) by issuers is carried out in the following stages:
The Central Bank maintains the state registration of issue of investment securities and approval of the emission prospectus, as well as the state register of the issuance of securities and emission prospectus.
According to Article 75 of the Law of the Republic of Azerbaijan on the Securities Market, the issuers should make public their annual reports (financial statements and an external auditor opinion and management report) by submitting them to the Central Bank.
Issuers whose securities are publicly offered and admitted to trading in a regulated market should make public their annual reports and also semi-annual reports (interim financial report, interim management report) no later than two months after the end of the first six months of the financial year through the Central Bank's Electronic Data Disclosure System.
Investment securities are state registered and withdrawn from circulation as follows:
| Deliverables | Note |
| 1. Application on state registration of investment securities; | The application should include information on securities (type, nominal value, quantity), be signed and stamped by an official of the issuer. |
| 2. Decision on issuance of investment securities; | The decision should be developed in accordance with Article 107.6 the Civil Code of the Republic of Azerbaijan and the requirements of Article 4 of the Law of the Republic of Azerbaijan on the Securities Market. |
| 3. Notarized copies of the issuer’s state registration as a legal entity and charter or copies approved in accordance with Article 9 of the Law of the Republic of Azerbaijan on Administrative Proceedings; | |
| 4. Emission prospectus of investment securities (if the issuance of investment securities is accompanied with an emission prospectus); | The emission prospectus of investment securities should be developed in accordance with the requirements of Article 5 of the Law of the Republic of Azerbaijan on the Securities Market and the Regulations on requirements on emission prospectus and information memorandum. |
| 5. Document confirming payment of state duty on approval of the emission prospectus of investment securities (if the issuance of investment securities is accompanied with an emission prospectus); | Amount of the state duty is set in accordance with Article 21.1 of the Law of Republic of Azerbaijan on State Duty. Requisites for payment of the state duty:
Beneficiary (receiving) bank
Funds receiver |
| 6. Sample certificate of investment securities (if investment securities are issued as certified). |
| Deliverables | Note |
| 1. Application on state registration of issuance of placed securities; | The application should be compiled in accordance with Annex 1 to the Regulations on issuance and conversion of investment securities during reorganization of legal entities. |
| 2. Decision per issue of securities; | The decision should be compiled in accordance with Article 107-6 of the Civil Code and Item 2.2 of the Regulations on issuance and conversion of investment securities during reorganization of legal entities. |
| 3. Excerpts from minutes of general meetings where decisions on reorganization of reorganized legal entities were made, reflecting the quorum on those decisions and voting results; | |
| 4. Notarized copies of the issuer’s state registration as a legal entity and charter or copies approved in accordance with Article 9 of the Law of the Republic of Azerbaijan on Administrative Proceedings; | |
| 5. Copy of an acceptance act – in case of a merger, acquisition or transformation; | |
| 6. Copy of a dissolution balance – in case of dissolution or separation; | |
| 7. Written notification of the person who provided collateral on validity of the collateral for the bonds to be converted during placement of secured bonds, or a copy of the document confirming new collateral in the event of termination of such collateral. |
| Deliverables | Note |
| 1. Application on state registration of issuance of shares; | The application should be developed in accordance with Annex 1 to the Regulations on issuance of shares during merger, split and increase of their nominal value. |
| 2. Decision per issue of securities; | The decision should be developed in accordance with the requirements of Article 107-6 of the Civil Code and Item 2.2. of the Regulations on issuance of shares during merger, split and increase of their nominal value. |
| 3. Notarized copies of the issuer’s state registration as a legal entity and charter or copies approved in accordance with Article 9 of the Law of the Republic of Azerbaijan on Administrative Proceedings; | |
| 4. When the nominal value of shares is increased at the expense of retained earnings – issuer’s audited financial statements for the recent financial year ended and a copy of auditor review and financial statements developed on the recent quarter and signed by the persons designated by the charter of the issuer; | |
| 5. When the nominal value of shares is decreased – a copy of the document confirming issuer’s sending notifications to its creditors on reduction of authorized capital; | |
| 6. When shares are merged and split – a list of the number of owners of shares merged or split and the number of shares per owner. |
| Deliverables | Note |
| 1. Making relevant notes in the state register of securities for withdrawal of investment securities from circulation: | |
| 1.1. A decision is taken to withdraw investment securities from circulation and liquidate them; | The decision should be adopted in accordance with the requirements of Article 107-6 of the Civil Code. |
| 1.2. Request letter to make relevant notes in the state register of securities (attaching a copy of the decision); | |
| 1.3. Announcement made in mass media on convening a general meeting of shareholders; | The timeframe and conditions specified in Article 107-1 of the Civil Code should be observed with respect to the document required in this item. |
| 1.4. Document confirming that notifications on convening the general meeting of shareholders have been sent to shareholders; | The timeframe and conditions specified in Article 107-1 of the Civil Code should be observed with respect to the document required in this item. |
| 1.5. Information released by the National Depository Center on owners of securities as of the date of the general meeting of shareholders. | |
| 2. Making relevant notes in the state register of securities on withdrawal of investment securities from circulation: | |
| 2.1. Statement by the National Depository Center on movement of repurchased securities; | The statement is submitted by the National Depository Center to the Central Bank. |
| 2.2. Information on results repurchase of securities. | The information is developed and delivered to the Central Bank by the issuer in accordance with the requirements of Item 2.16 of the Regulations on withdrawal of investment securities from circulation and their liquidation. |
| Deliverables | Note |
| 1. Application on registration of investment securities; | |
| 2. Decision on issuance of investment securities; | The decision is developed in accordance with the requirements of Article 107-6 of the Civil Code and Article 4 of the Law of the Republic of Azerbaijan on the Securities Market. |
| 3. Notarized copies of the issuer’s state registration as a legal entity and charter or copies approved in accordance with Article 9 of the Law of the Republic of Azerbaijan on Administrative Proceedings; | |
| 4. Emission prospectus of investment securities (if the issuance of investment securities is accompanied with an emission prospectus); | The emission prospectus of investment securities should be developed in accordance with the requirements of Article 5 of the Law on the Securities Market and the Regulations on the requirements on emission prospectus and information memorandum. |
| 5. Consent of the Ministry of Finance of the Republic of Azerbaijan to foreign borrowing if the issuer has obligations due to the state budget, including financial assistance or investment-oriented allocations from the state budget, as well as state-guaranteed loans. |
| Deliverables | Note |
| 1. Application; | The application should be submitted to the Central Bank within five working days after the relevant decision is taken. |
| 2. Dəyişikliklərin qəbul edilməsi barədə qərar; | The decision on changes to the emission prospectus should be taken by the body of the issuer that took a decision on the issuance of investment securities. |
| 3. Dəyişikliklərin mətni və əsaslandırılma. |
Making additions and changes to the decision on issuance
| Deliverables | Note |
| 1. Request letter; | |
| 2. Decision on adopting changes; | The decision should be developed in accordance with the requirements of Article 107-6 of the Civil Code. |
| 3. Content of changes |
| Deliverables | Note |
| 1. Request letter; | |
| 2. Report on results of the issuance or public offering of securities; | The report should be developed in accordance with Annex 1 to the Regulations on subscription to and placement of investment securities. |
| 3. Statement from the Natoinal Depository center on the number of placed securities. |
The report on results of the issuance of investment securities in case of merger, dissolution or transformation is approved in accordance with the requirements of Item 4 of the Regulations on the issuance and conversion of investment securities during reorganization of legal entities.
| Deliverables | Note |
| 1. Request letter; | |
| 2. Report on results of the issuance of securities; | The report should be developed in accordance with the requirements of Annex 2 to the Regulations on the issuance and conversion of investment securities during reorganization of investment securities. |
| 3. Statement from the National Depository center on placed securities. |
The report on results of the issuance of shares during merger, split and incerase of nominal value of shares is approved in accordance with Item 5 of the Regulations on issuance of shares during merger, split and increase of nominal value of shares.
| Deliverables | Note |
| 1. Application; | The application should be developed in accordance with Annex 2 of the Regulations on issuance of shares during merger, split and increase of nominal value of shares. |
| 2. Report on results of the issuance of shares; | The report should be developed in accordance with Annex 3 of the Regulations on issuance of shares during merger, split and increase of nominal value of shares. |
| 3. Statement from the Natoinal Depository Center on placed securities. |