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 issuer adopts a decision to issue investment securities. For publicly offered investment securities the issuer develops an emission prospectus or information memorandum;
• The issuer applies to the Central Bank for approval of the prospectus and information memorandum for state registration of securities and publicly offered investment securities;
• The Central Bank reviews the documents submitted for state registration of investment securities and approval of the emission prospectus or information memorandum within 10 (ten) working days. Unless there are grounds for refusal of registration, the issuance of investment securities is state registered and the emission prospectus or information memorandum approved. The Central Bank submits to the issuer an extract from the state register of investment securities and a written notice on approval of the emission prospectus.
• The issuer makes public the emission prospectus or information memorandum approved by the Central Bank through the Central Bank’s Electronic Data Disclosure System;
• The issuer signs an agreement with the National Depository Center on provision of the services on safekeeping of securities and maintaining the register of owners of securities;
• The issuer places its securities in the stock exchange or the OTC market;
• Within 10 (ten) working days after the placement of securities, the issuer submits to the Central Bank a report on results of issuance or public offering of securities and a statement from the National Depository Center on the number of placed securities;
• After the report on results of public offering of publicly offered securities is approved, the issuer makes this information public through the Central Bank’s Electronic Data Disclosure System.

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.

• Submission and publication of annual financial reports of credit institutions, insurers, and reinsurers, persons licensed in the securities market, as well as investment funds and their managers is regulated with related laws of the Republic of Azerbaijan.
• Other issuers (except for micro businesses) should submit and publish annual financial reports and consolidated financial statements after the end of the reporting period, no later than April 30 and June 30 of the following year in accordance with the ‘Regulations on submission and publication of annual financial reports and consolidated financial statements of commercial organizations‘ approved at Resoution # 97 of the Cabinet of Ministers of the Republic of Azerbaijan dated 27.05.2010.

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:

1. State registration of the issuance of investment securities;
2. Issuance and conversion of investment securities during reorganization of legal entities;
3. Issuance of stocks during merger, split and increase of their nominal value;
4. Withdrawal of investment securities from circulation;
5. Issuance and placement of investment securities outside the territory of the Republic of Azerbaijan;
6. Making additions and changes to emission prospectus and the decision on the issuance;
7. Approval of the report on results of the issuance of investment securities.

State registration of the issuance of investment securities

Investment securities are issued and publicly offered as per Chapter 2 of the Law of the Republic of Azerbaijan on the Securities Market. State registration of investment securities and approval of emission prospectus is regulated by Article 6 of the said Law.

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 Name: State Treasury Agency Code: 210005 TIN: 1401555071 C/a: AZ41NABZ01360100000003003944 S.W.I.F.T.: CTREAZ 22   Funds receiver Name: General Department of the State Tax service under the Ministry of Economy A/n: AZ17CTRE00000000000002117131 TIN: 1602473621
6. Sample certificate of investment securities (if investment securities are issued as certified).

Issuance and conversion of investment securities during reorganization of legal entities

Investment securities are issued and converted during reorganization of legal entities according to the requirements of the Regulations on issuance and conversion of investment securities during reorganization of legal entities.

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.

Issuance of shares during merger, split and increase of their nominal value

Shares are issued during merger, split and increase of their nominal value in accordance with the requirements of the Regulations on issuance of shares during merger, split and increase of their nominal value.

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.

Withdrawal of investment securities from circulation

Investment securities are withdrawn fron circulation in accordance with the requirements of Article 1078-27 of the Civil Code and the Regulations on withdrawal of investment securities from circulation and their liquidation.

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.

Issuance and placement of investment securities outside the territory of the Republic of Azerbaijan

Investment securities are issued and placed outside the territory of the Republic of Azerbaijan in accordance with the requirements of the Regulations on issuance and placement of investment securities outside the territory of the Republic of Azerbaijan.

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.

Making additions and changes to emission prospectus and the decision on the issuance

Changes to the emission prospectus or information memorandum are made in accordance with Article 10 of the Law on the Securities Market.

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

Approval of the report on results of the issuance of investment securities

The report on results of the issuance of investment securities is approved in accordance with the requirements of Article 11 of the Law of the Republic of Azerbaijan on the Securities Market and Item 5 of the Regulations on subscription to and placement of investment securities.

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.