From 1 May 2021 CDCP started to provide new services related to simple joint-stock companies. Simple joint-stock company (JSC) represents a hybrid form of company which takes over some features of a limited company and of a joint-stock company. SJC legal form was implemented to the laws of the Slovak Republic from 1 January 2017 in connection with implementation of measures improving the start-ups ecosystem in the Slovakia.
According to the start-ups support concept from June 2015, the start-ups are young companies that are source of innovative solutions with strong growth potential. The assistance from the government should be aimed to this type of enterprises during their development phase – from establishing until their entry to the capital market (IPO). In the context of CDCP operation, which registers issues of book-entry securities, the relevant measure is introduction of new form of capital company, that is allowed to issue common shares and shares with special rights. The JSC shares can be issued only in book-entry form and as registered shares. New legislation enables the shareholders to conclude special non-public shareholder agreement, in which can be agreed, for example, right to join transfer of shares under the same conditions as has the major shareholder, the right to demand transfer of shares, call option, put option and other different rights. The central depository will administer also a register of shareholders of simple joint-stock company, publicly available through the website of the central depository and it will be possible to place request for excerpt from that register. The stated rights should ensure flexibility of entry and exit of investors in the start-up.
Shareholder of the simple joint-stock company may agree the right to join transfer of shares, and the right to demand transfer of shares as right registered in special registers kept in Centrálny depozitár cenných papierov SR and accessible via the depository’s website.
Main changes in CDCP services related to SJC lay in implementation of new registers administered by CDCP, namely:
- Register of shareholders of simple joint-stock company
- Register of rights to join transfer of shares
- Register of rights to demand transfer of shares
Information entered to the registers except birth numbers and birth dates, will be published on the website of CDCP.
The excerpt from the SJC shareholders register, register of rights to join the transfer and register of rights to demand transfer of shares can request the issuer, SJC shareholder and also any natural or legal person. Method and conditions for provision of the service provision of excerpt from registers related to SJC is governed by articles 20 through 23 of the Part IV of the Rules of Operation of CDCP valid from 1 May 2021.
Except services with respect to administration of the shareholder register, CDCP provides also other services related to the SJC, namely transfer of shares with connected right to join transfer of shares and the right to demand transfer of shares, registration of establishment/change/deletion of the right to join transfer and right to demand transfer of shares, registration of contractual pledge or transfer as collateral. Requirements for provision of specified services are laid down in the Rules of Operation of CDCP valid from 1 May 2021.
On its website, in sections dedicated to issuers and owners of securities, CDCP published forms necessary for placing of SJC related service requests.
Provision of SJC services by CDCP is charged in compliance with article IV of the Scale of Fees of CDCP valid from 1 May 2021.
Author: Dagmar Kopuncová
