All joint stock companies, including non-public joint stock companies, which until September 1, 2014 were called ZAO (closed joint stock companies), are obliged before October 1, 2014 (inclusive) to transfer the maintenance of their register to a professional registrar who is licensed according to statute^[1].

Until October 1, 2013, joint stock companies had the opportunity to choose how to keep a register of their shareholders:

1. Maintain the register themselves;
2. Transfer the maintenance of the register to a professional registrar having a statutory license. 

The law amending the procedure for keeping the registry set a transition period of 1 year for the joint stock companies which previously maintained the registry themselves, to transfer the function to a professional registrar. The specified period expires on October 1, 2014.

Violation of the requirements of the new law can lead to administrative liability for breaching the rules for maintaining the registry^[2] with possible imposition of a fine of RUB 1 million on the legal entity, or disqualification of the General Director for up to two years.

Due to the above amendments, all joint stock companies, which until now have maintained their own register of shareholders, are recommended:

1. to select and approve a professional registrar to which they will transfer the functions of keeping the register of shareholders, as well as the terms of the contract on keeping the register;
2. to prepare in the form required by the law documents and information necessary to transfer the functions of maintaining the register;
3. to conclude an agreement on keeping the register with a professional registrar;
4. to disclose information on the approval of the registrar and to notify interested parties (if the company has such a duty);
5. to transfer the maintenance of the register to a professional registrar with the related responsibilities, including the responsibility to resolve inconsistencies (if any), on an agreed upon date;
6. to enter into the state registry^[3] information about the registrar^[4].

Specialists at Awara will be happy to assist you in resolving the above-mentioned issues, as well as answer any questions you may have.

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[1] Federal Law dated 02.07.2013 N 142-FZ “On Amendments to Subsection 3 of Section I Part 1 of the Civil Code of the Russian Federation”

[2] Art. 15.22 of the Code of Administrative Offenses

[3] Unified State Registry of Legal Entities

[4] Letter of the Bank of Russia dated 31.07.2014 N 015-55 / 6227 “On the duty of joint stock companies that maintain a shareholder register on their own, to transfer to a registrar the keeping of the register, as well as on the maintenance of the register of shareholders of public stock companies by an independent registrar”