Companies' shares, including bearer shares, will take the form of a digital record rather than a paper document at present. This will address the risk of fraud, especially money laundering. Draft draft amendments to the Commercial Companies Code prepared by the Ministry of Justice 11 June 2019 was adopted by the Council of Ministers.
The main objective of the bill is to introduce mandatory digitization (so-called dematerialisation) of bearer shares and shares of registered joint stock companies and limited stock companies.
The project will enable companies that are not publicly digitised to two methods - through a securities account system or a shareholder register. The method will be selected by the general meeting of shareholders
The current construction of shares in companies that are not public companies does not allow for the provision of the exchange of tax information on persons entitled to bearer shares. There is no way to identify them. This is a dangerous situation. Anonymity may, for example, pose a risk of fraud involving money laundering using bearer shares. This problem has been noticed, among others, in the Group G-20.
It does not occur in public companies because in the case of their shares, it is possible to determine the owner on the basis of an analysis of the stock account held by the brokerage house.
The mandatory "dematerialisation" and registration of shares of non-public companies will contribute to increasing the security and efficiency of trading of shares. It will be possible to easily identify the owner of the shares - on the basis of the data disclosed in the shareholders register, both by the participants in the trading of shares and the company itself. This will also allow uniform rules for the transfer of rights from shares, whether traded by name or bearer.
The project will enable companies that are not publicly digitised to two methods - through a securities account system or a shareholder register. The method will be chosen by the general meeting of shareholders.
Full digitization of the shares will begin 2021, of which already in the year 2020 companies will be obliged to take preparatory action.