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REGISTRATION OF A CORPORATE INVESTMENT FUND
Description
BMG has 10 years of experience in providing services for the creation and registration of corporate investment funds in Ukraine. BMG has successfully implemented more than 1000 projects, opened more than 100 financial institutions and received more than 300 licenses for financial activities.
BMG services for the creation of a corporate investment fund:
- Сorporate investment fund registration period: 4-6 months
- Type of service: Сorporate investment fund registration on a turnkey basis
- Guarantee: we guarantee the performance of services in full on time
- Payment method: according to the contract
- Cost of registration of a Сorporate investment fund: request a quote
- Experience since 2008
Already working with us:
Corporate investment fund
A corporate investment fund is a legal entity that is formed in the form of a joint-stock company and carries out exclusively joint investment activities.
The corporate investment fund is not liable for the obligations of the participants in the corporate fund. Any sanctions restricting their rights may not be applied to the corporate fund and its bodies if the participants of the corporate fund commit illegal actions.
Members of a CIF corporate investment fund are not liable for the obligations of the corporate fund and bear the risk of losses associated with the activities of the corporate fund only to the extent of the shares of the corporate fund they own, except for the members of corporate funds whose assets include more than 10 percent of the bank's shares or more than 50 percent corporate rights of a person who is the owner of a significant participation in the bank, which in this case are liable for the obligations of the bank in accordance with the law. Any sanctions restricting their rights may not be applied to the participants of the corporate fund in case of committing illegal actions by the corporate fund or other participants of the corporate fund, except for the participants of corporate funds whose assets include more than 10 percent of the bank's shares or more than 50 percent of corporate rights a person who holds a substantial interest in a bank, who may be sanctioned in accordance with the law governing banking activities, as a result of the commission of illegal actions by a management company, managing the shares of the bank on behalf of such a corporate fund.
Activities of the corporate investment fund
Storage of assets of a corporate investment fund is carried out on the basis of a relevant agreement by the custodian of the assets of a corporate investment fund.
An agreement between a corporate investment fund and an asset management company on managing the assets of a corporate investment fund and an agreement between a corporate investment fund and a custodian of the assets of a corporate investment fund are concluded for the periods specified by the parties to the agreements. The validity of such agreements may be extended by decision of the general meeting of participants in the corporate investment fund.
The corporate investment fund is not entitled to:
- Issue securities, except for shares of a corporate investment fund.
- Provide assets as collateral for the benefit of third parties.
- Place shares of a corporate fund at a price lower than the value of the net assets of a corporate investment fund per share that is in circulation, except for the placement of shares of a corporate fund among the founders in order to form the initial authorized capital of a corporate investment fund.
- Refuse to buy back own shares on grounds not specified in this Law or the regulations of the Commission.
- Create any special or reserve funds.
- Provide a loan (except for a venture fund).
Registration of a corporate investment fund
A corporate investment fund (CIF) is considered established and acquires the status of a legal entity from the date of its state registration in accordance with the procedure established by law for creating a corporate investment fund.
A corporate investment fund acquires the status of a joint investment institution from the date of entering information about it in the Register.
During the period between the Registration of a Сorporate investment fund in the Unified State Register of Legal Entities and Individuals - Entrepreneurs and the entry of information into the Register, a corporate investment fund does not have the right to perform any actions other than those aimed at its creation and entering information about it into the Register.
If a corporate investment fund is established, its shares are subject to private placement.
Before the state registration of a corporate investment fund and its charter with the state registration authorities, the founders of a corporate investment fund must pay 100 percent of the initial authorized capital. The founders of the corporate fund pay CIF shares exclusively in cash.
Creation of corporate investment fund
The procedure for creating a corporate investment fund can be divided into the following stages:
- Adoption by the meeting of founders of a decision on the creation of a corporate investment fund, approval of the draft of its charter and on the private placement of shares of the corporate fund.
- Submission to the Commission of an application and all documents necessary for approval of the draft charter of the corporate fund and registration of the issue of CIF shares in order to form the initial authorized capital of the corporate investment fund.
- Registration by the Commission of the issue of CIF shares, approval of the draft charter of the corporate investment fund and issuance of a temporary certificate of registration of the issue of CIF shares.
- Assignment of international securities identification number to CIF shares.
- Conclusion of an agreement with the securities depository on servicing the issue of corporate fund shares and issuing a global certificate.
- Private placement of CIF shares among the founders of a corporate fund.
- Payment of the full nominal value of shares of a corporate fund in order to form the initial authorized capital.
- Approval by the founding meeting of the corporate fund of the results of a private placement of shares among the founders of the corporate fund, approval of the charter, election of members of the supervisory board of the corporate fund, approval of draft agreements with the asset management company and the custodian of the corporate fund’s assets.
- State registration of a Corporate investment fund and its charter with state registration authorities.
- Conclusion of agreements with an asset management company and a custodian of corporate fund assets.
- Submission to the Commission of all documents required for registration of a report on the results of a private placement of shares among the founders of a corporate fund, regulations and entering information about the corporate fund into the Register.
- Obtaining a certificate of registration of the issue of shares of a corporate investment fund, a registered regulation, a certificate of entry into the Register and a registered report on the results of a private placement of shares among the founders of a corporate fund.
Authorized capital of a corporate investment fund
The minimum amount of the authorized capital of a corporate fund is 1250 minimum wages in the monthly amount established by law on the day the fund is registered as a legal entity.
Constituent meeting of the corporate investment fund
At the founding meeting of the corporate fund, the following issues are resolved:
- Approval of the charter of the corporate fund.
- Creation of the supervisory board of the corporate fund and election of its members.
- Authorization of a representative (representatives) to perform actions related to the creation of a corporate fund.
- Approval of the results of a private placement of corporate fund shares among the founders.
- Approval of draft agreements with an asset management company and a custodian of corporate fund assets.
- Performing other actions necessary to create a corporate fund.
Charter of a corporate investment fund
The charter of a corporate investment fund must contain information on:
- Full name of the corporate fund in Ukrainian.
- Type of corporate fund (open, interval, closed).
- Type of corporate fund (diversified, non-diversified, specialized, qualifying).
- Investment fund class if the corporate fund is specialized or qualifying.
- Belonging of a corporate fund to a venture or exchange-traded fund.
- Joint investment as the exclusive activity of a corporate fund.
- Restrictions on activities in accordance with this Law.
- The duration of the corporate fund, if such a corporate fund is termed.
- The size of the authorized capital.
- Nominal value and total number of corporate fund shares.
- The procedure for paying dividends to participants in a corporate fund (for a closed corporate fund), unless the charter provides that dividends are not paid.
- The procedure for convening and holding a general meeting.
- The competence of the general meeting and the procedure for their decision-making.
- A method of informing the participants of the corporate fund about changes in the agenda of the general meeting.
- The quantitative composition, the competence of the supervisory board and the procedure for making decisions by it.
- The procedure for amending the charter.
- The procedure for terminating a corporate fund.
Corporate Investment Fund Regulations
The corporate fund is obliged to register the regulations within six months from the date of state registration of a Сorporate investment fund as a legal entity.
The regulation must contain information about:
- Full name of the corporate fund.
- Identification code of the corporate fund according to the Unified State Register of Legal Entities and Individuals – Entrepreneurs.
- Location of the corporate fund.
- Date and number of the certificate of state registration of the corporate fund and the name of the body that carried out such registration.
- Duration of the corporate fund activity (for term corporate fund).
- The conditions under which the replacement of the asset management company, the custodian of the corporate fund assets can be made, and the procedure for such replacement, indicating actions aimed at protecting the rights of participants in the corporate fund.
- The procedure for determining the value of net assets and the placement (repurchase) price of corporate fund shares.
- The procedure for determining the amount of remuneration for an asset management company and covering the costs associated with the activities of a corporate fund, which are reimbursed from its assets.
- The procedure for paying dividends (for a closed corporate fund, if the possibility of their payment is provided for by the charter of such a corporate fund).
- The procedure and terms for the repurchase of shares by a corporate fund.
- Investment declaration.
- The minimum value of assets that are the subject of contracts concluded by the asset management company, subject to approval by the supervisory board.
The regulation may contain other information.
Bodies of a corporate investment fund
The bodies of the corporate fund are the general meeting and the supervisory board.
General Meeting of the Corporate Investment FundGeneral Meeting of the Corporate Investment Fund
The exclusive competence of the general meeting includes:
- Amendments to the charter of the corporate fund.
- Deciding on the placement of shares of the corporate fund.
- Deciding to increase the authorized capital of the corporate fund.
- Deciding to reduce the authorized capital of the corporate fund.
- Approval of the prospectus for the issue of corporate fund shares.
- Approval of the regulations on the general meeting, the supervisory board, as well as making changes to them.
- Approval of other internal documents of the corporate fund, unless otherwise provided by the charter or regulations.
- Approval of the annual report of the corporate fund.
- Making a decision on the payment of dividends and approving their amount for a closed corporate fund, if the possibility of their payment is provided for by the charter of such a corporate fund.
- Making decisions on the procedure for holding a general meeting.
- Election of members of the Supervisory Board.
- Deciding to terminate the powers of members of the Supervisory Board.
- Making a decision based on the results of consideration of the report of the Supervisory Board, the asset management company and the custodian of the assets of the corporate fund.
- Adoption of a decision on the liquidation of the corporate fund, election of a liquidation commission, approval of the balance sheet and certificates of the value of the corporate fund’s net assets as of the date of such a decision.
- Making a decision to extend the term of the corporate fund.
- Deciding on the election (replacement) of an asset management company and the conclusion of an agreement with it.
- Deciding on the election (replacement) of the custodian of the assets of the joint investment institution and the conclusion of an agreement with him.
- Deciding on the election (replacement) of the auditor (audit firm) and the conclusion of an agreement with him.
- Deciding on the election (replacement) of the property appraiser of the corporate fund and the conclusion of an agreement with him.
- Deciding on the election (replacement) of the securities depository and the conclusion of an agreement with him.
- Resolution of other issues related to the exclusive competence of the general meeting in accordance with the charter.
Supervisory Board of a Corporate Investment Fund
The supervisory board of a corporate fund is a body that protects the rights of participants in a corporate fund, and, in accordance with this Law and the charter of a corporate fund, supervises the activities of a corporate fund and compliance with the terms of the regulations, investment declaration and agreement on the management of assets of a corporate fund.
The creation of a supervisory board of a corporate fund is mandatory.
The competence of the Supervisory Board includes:
- Deciding on holding regular and extraordinary general meetings, except for the convening of an extraordinary general meeting by the participants of the corporate fund.
- Approval of the agenda of the general meeting, making a decision on the date of their holding and on the inclusion of proposals on the agenda, except for the convening of an extraordinary general meeting by the participants of the corporate fund.
- Election of the Chairman of the Supervisory Board.
- Approval of the regulations and amendments thereto.
- Approval of amendments to the prospectus for the issue of corporate fund shares.
- Election of the registration commission, except for the convening of an extraordinary general meeting by the participants of the corporate fund.
- Determining the date of compiling the list of persons entitled to receive dividends, the procedure and terms for paying dividends (for a closed-end corporate fund).
- Determination of the date of compiling the list of corporate fund participants to whom the notice of the general meeting is sent, and the date of compiling the list of corporate fund participants entitled to participate in the general meeting.
- Approval of agreements regarding the assets of a corporate fund concluded by an asset management company for an amount exceeding the minimum value established by the charter or regulations.
- Resolution of other issues related to the competence of the supervisory board under the law or the charter of the corporate fund.
Liquidation of a corporate fund
The corporate fund is terminated exclusively by liquidation.
Voluntary liquidation of a corporate fund is carried out by decision of the general meeting of participants in a corporate fund in the manner prescribed by law, in compliance with the requirements of the Civil Code of Ukraine.
The corporate fund shall be liquidated on a mandatory basis if:
- As a result of the redemption of shares of a corporate fund, the value of its assets has become less than the minimum amount of the authorized capital of a corporate fund established by this Law.
- The corporate fund has expired (for a term corporate fund).
- The prospectus for the issue of corporate fund shares issued for the purpose of joint investment is not registered within one year from the date of entering information about the corporate fund into the Register.
- Within one month after the expiration of the agreement with the asset management company and / or the custodian of corporate fund assets, the term of such an agreement has not been extended or an agreement has not been concluded with another asset management company and / or the custodian of corporate fund assets.
- The license issued to the asset management company to carry out asset management activities for institutional investors was canceled, and an agreement with another asset management company was not concluded within 30 working days.
- The license issued to the custodian of the assets of the corporate fund to carry out depository activities of the custodian of securities was canceled, and an agreement was not concluded within 30 working days with another custodian of the assets of the joint investment institution.
- In other cases provided for by law.
Liquidation of a term corporate fund before the expiration of the period established by the regulations is possible subject to the consent of all its participants.
Liquidation procedure of a corporate investment fund
The procedure for liquidating a corporate fund is carried out in the following order:
- Adoption by the general meeting of a decision on the liquidation of the corporate fund, on the election of a liquidation commission, on the suspension of the placement and circulation of shares of the corporate fund (except for transactions related to the repurchase of shares of the corporate fund), on settlements with members of the corporate fund other than funds, assets of the fund.
- Satisfying the requirements of creditors, including a corporate fund asset management company, a custodian of corporate fund assets, a depositary, an auditor (auditing firm) and an appraiser of corporate fund property.
- Sale of assets of a corporate fund, except as otherwise provided by law.
- Preparation by the liquidation commission of an interim liquidation balance sheet.
- Approval by the supervisory board of the interim liquidation balance sheet.
- Distribution by the liquidation commission of the assets of the corporate fund in the manner prescribed by law.
- Drawing up liquidation balance sheet by the liquidation commission.
- Submission by the liquidation commission to the Commission of documents for the cancellation of the registration of the issue of corporate fund shares, the cancellation of the prospectus for the issue of shares of the corporate fund and the annulment of the certificate of registration of the issue of shares of the corporate fund.
- Cancellation by the Commission of the registration of the issue of shares of a corporate fund, the prospectus for the issue of shares of a corporate fund and the annulment of the certificate of registration of an issue of shares of a corporate fund.
- Submission by the liquidation commission to the Commission of documents for the cancellation of the registration of the regulation, the annulment of the certificate of entry in the register and the exclusion of information about the corporate fund from the Register.
- Exclusion by the Commission of information about the corporate fund from the Register.
- State registration of the termination of the corporate fund.
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REGULATIONS REGULATING ACTIVITIES
Legal Framework
01. Law of Ukraine: On joint investment institutions
02. Licensing conditions: Producing professional activities in the stock market (securities market) – asset management activities of institutional investors (asset management activities)
03. Professional requirements: For chief accountants of professional participants in the securities market
PROCEDURE FOR CREATING CORPORATE INVESTMENT FUND
Stages of establishing a Corporate investment fund
01. Decision-making
Decision on the establishment of a corporate fund, approval of the draft of its charter and on the private placement of shares of the corporate fund
02. Private placement of shares
Payment of the full nominal value of the shares of a corporate fund in order to form the initial authorized capital
03. Registration of Corporate fund
State registration of a corporate fund and its charter with state registration authorities
04. Registration of share issue
Certificates of registration of the issue of shares, regulations, certificate of entry in the register and report on the results of private placement
WHAT CONDITIONS SHOULD BE PERFORMED
Requirements for setting up an Asset Management Company
ORGANIZATIONAL AND LEGAL AMC
AMC CHARTER
- Activities to be carried out by the applicant
- Prohibition to combine asset management activities of institutional investors with other types of professional activities in the stock market, except as provided by law
- Implementation of asset management activities for institutional investors, taking into account the restrictions provided for by the Law of Ukraine “On Joint Investment Institutions”, “On Non-State Pension Provision”
- Creation of a reserve fund for an asset management company
- The authorized body that decides on the creation, liquidation of a unit investment fund, the issuance of investment certificates and other actions related to the implementation of asset management activities for institutional investors
- A structural unit or a separate official for conducting internal audit (control), which, in accordance with the requirements of the Regulations on the specifics of the organization and conduct of internal audit (control) in financial institutions engaged in professional activities in the stock market
AUTHORIZED CAPITAL OF AMC
REQUIREMENTS FOR AMC FOUNDERS
Information about the ownership structure and related persons of an asset management company is transparent and complies with the requirements of the Licensing Conditions, if it discloses information about the system of relationships between legal entities and individuals in this legal entity, enables the Commission to identify all persons who have a significant participation in a professional participant in the stock market, including the relationship of control between them. The specified information of the applicant about the ownership structure and related persons of the applicant must be true, complete, contain information about all owners of the legal entity’s significant participation and comply with the requirements of these License Conditions.
For a legal entity – owner with a significant participation, which has direct ownership in the authorized capital of the applicant, the amount of own funds is sufficient if it exceeds the nominal value of its share in volume.
For a legal entity that is the ultimate owner of the applicant, the amount of own funds is considered sufficient if it is not less than the nominal value of the relevant share of the applicant.
The financial (property) condition of an individual owner with a significant participation, who has direct ownership in the authorized capital of the applicant, must meet the requirements for the availability of own funds in an amount exceeding the nominal value of his share.
The financial (property) condition of an individual who is the ultimate owner of the applicant must meet the requirements for having own funds in an amount not less than the nominal value of the corresponding share of the applicant.
ROOM AMC
The total area of the premises for ensuring the implementation of professional activities in the stock market – asset management activities of institutional investors (asset management activities) by the licensee must be at least 30 square meters, and its separate structural unit – at least 20 square meters. respectively.
PARTICIPATION IN SRO AMC
AMC STAFF
HEAD OF AMC
The head or acting head of a legal entity that manages the assets of institutional investors (except for a bank) must have at least three years of experience in the stock market, including at least one year of experience in senior positions in the stock market.
CHIEF ACCOUNTANT AMC
- Have a complete higher education (specialist, master)
- Have a document on advanced training through training according to the standard program of professional training of accountants for professional participants in the stock market, approved by the decision of the National Commission on Securities and the Stock Market, and attestation in the manner determined by the Regulations on the procedure for training and attestation of specialists in the stock market. In the absence of such a document, within three months after being hired for the position of chief accountant, undergo advanced training. Attend this refresher course at least once every three years
- Not to have an outstanding or unexpunged conviction for crimes against property, in the field of economic and official activities, and also not to be deprived of the right to hold certain positions and engage in certain activities
- Have at least two years of work experience as an accountant or chief accountant in a financial institution or at least five years in any other institution
WHAT YOU NEED TO GET STARTED
- Data about Founders and ultimate beneficiaries.
- Data about the Premises (the physical address where the company will be located).
- Information about the Head, Chief Accountant, Responsible for financial monitoring (may be the person of the Director / Chief Accountant): passport, code, diploma, work book.
- Data about AMC personnel.
- Planned name of the Company.
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