We may limit the availability of your funding sources to manage our risk. You are responsible for keeping your funding source information current i. If this information changes, we may update it using information and third-party sources available to us without any action on your part.
If you do not want us to update your card information, you may remove your funding source from your PayPal account. If we update your funding source, we will keep any preference setting attached to such funding source. By linking a funding source to your PayPal account, you give us continuous permission to automatically charge your funding source subject to this user agreement and the terms of any mandate used by the provider of that funding source to set up and maintain that authority to obtain funds to cover the payment amount plus all transaction fees payable to us when you use your account to send a payment to another user.
Any PayPal balance you hold represents the amount of e-money available for paying out from your account. PayPal will not provide you any credits or loans to increase your balance. You will not receive interest or any other earnings on the e-money balance in your account, because Russian law forbids paying interest on e-money. However, if you want to add funds to your balance, you can receive an e-money from another PayPal user or, if you have personal account, obtain e-money from us by cash advance to one of our partners.
If you have a PayPal balance, you may withdraw it by transferring it to a bank account linked to your PayPal account. You may withdraw your PayPal balance in Rubles only. Any PayPal balance held in another currency will be converted at the time of your withdrawal. Our transaction exchange rate, including our currency conversion fee , will be used.
If you have a business account and the amount of your balance exceeds , Rubles or other currency equivalent at the end of a business day, we will initiate a transfer of the amount which exceeds the limit your exceeding balance to your bank account. We will first use your balance in Rubles and then, if needed, your balance in other currencies in equal proportions from each balance in the foreign currency. To protect us and our users from loss, we may delay a withdrawal in certain situations, including if we need to confirm that you have authorised the withdrawal or if other payments to your PayPal account have been subject to a reversal for example, as a result of a chargeback , bank reversal or dispute by a buyer.
If we place a limitation on your PayPal account, a payment is subject to a hold, or your account or an associated account has a negative balance in any currency while a withdrawal from your PayPal account is pending, you will have to reinitiate the withdrawal once the limitation or hold has been lifted, or the negative balance is fully paid off. We may set limits on your withdrawals, and you can view any withdrawal limit by logging into your PayPal account.
We will not account. We will not charge a fee to make a transfer to your bank account. If PayPal converts currency, it will be completed at the transaction exchange rate we set for the relevant currency exchange. The transaction exchange rate is adjusted regularly and includes a currency conversion fee applied and retained by us on a base exchange rate to form the rate applicable to your conversion.
The base exchange rate is based on rates within the wholesale currency markets on the conversion day or the prior Business Day ; or, if required by law or regulation, set at the relevant government reference rate s. For some uses of your PayPal accounts, PayPal may determine currency conversion is necessary. The currency conversion fee applicable can be found on our Fees page under the heading currency conversion fees.
When your payment is funded by a credit card, or debit card and PayPal determines a currency conversion is necessary, you consent to and authorise PayPal to convert the currency in place of your debit or credit card issuer. You may have the right to have your card issuer perform the currency conversion, for that card issuer and network.
Currency preference selections may be presented to you in various forms, including setting the currency of your card, a choice of which currency is used for the transaction, whether PayPal or your card issuer performs the conversion, or which conversion rate is used for the transaction, among others, and may be made available individually for each card and for each automatic payment agreement.
If your card issuer converts the currency, your card issuer will determine the currency conversion rate and what fees they may charge. PayPal will always perform the conversion for transactions where your PayPal balance or linked bank account is used as the funding source.
You have the right to receive an account statement showing your PayPal account activity. You may view your PayPal account statement by logging into your PayPal account. You can send funds to a friend or family member and you can choose which funding source you want to use. Receiving funds from a friend or family member is described under Receiving Funds. The total amount of e-money transfers made by you to recipients located outside Russia may not exceed 5, U.
Dollars or other currency equivalent per day. We may, at our discretion and in line with the regulatory obligations, impose limits on the amount of funds you can send, including funds you send for purchases. You can view any sending limit by logging into your PayPal account. We may increase your sending limits if you complete the same steps to verify your information as is required for the removal of limits.
When you send funds to a friend or family member, one of three things may happen: they may accept, decline or fail to claim the funds. We may allow you to provide your payment instruction to us in any way which we may notify to you from time to time. The way in which you provide your payment instruction can depend on the type of payment you are making — for example:. We may require you to authenticate your instructions i. We will immediately notify you that your payment instruction is received, delayed, cancelled, accepted and executed via account profile and by email.
If a friend or family member sends funds to you, the funds will appear in your PayPal balance. To receive funds in a currency your account is not currently configured to accept, it may be necessary to create a balance in that currency or convert the funds into another currency. Certain currencies can only be received by converting the funds into another currency that PayPal allows you to hold.
The fees applicable to sending funds can be found on our Sending Money table and will be disclosed to you in advance each time you initiate a transaction to send funds to a friend or family member. And, if you use your credit card as the funding source when sending funds, you may be charged a cash-advance fee by your card issuer. This will be disclosed to you by the third party before the payment is initiated.
You can also use the send money feature in your PayPal account to pay for good or services. In that case, the seller will pay the fees. You can buy something from a seller who accepts PayPal or make a donation, in any currency that the recipient accepts and that PayPal supports, using the funds in your PayPal balance, or using any funding source linked to your PayPal account.
This includes, for example:. If the seller you are buying from sells goods or services and that seller does not already have a PayPal account, they can claim your payment by opening a PayPal account. In order to manage risk, PayPal may limit the funding sources available for a transaction when you buy something or make a donation.
In addition, funding sources may be limited for certain sellers or recipients, including PayPal payments made through certain third-party websites or applications. When you authorise a payment to a seller who accepts PayPal, some sellers may take up to 30 days to complete the transaction. In these instances, your payment may appear as a pending order in your PayPal account.
In that case, your authorisation of the payment will remain valid until the seller completes the transaction but no longer than 30 days. If you used a debit or credit card as the funding source, your debit or credit card issuer also may show a pending authorisation for a period of time until they release the hold or receive a completed transaction. If your payment requires a currency conversion by us, the transaction exchange rate will be determined and applied as described in the How we convert currency section and will be determined at the time the payment is processed.
Your credit card, debit card issuer may also charge you a separate fee for cross border transactions. When PayPal identifies a potentially high-risk transaction, we review the transaction more closely before allowing it to proceed. When this happens, PayPal will place a hold on the transaction and notify the seller to delay shipping of the item. As a buyer, this may delay your receipt of the item you purchased. If we clear the transaction, we will notify the seller and direct them to ship the item.
You can agree with a seller who accepts PayPal to use PayPal as the funding source for future purchases with that seller. This agreement is between you and the seller and allows the seller to take funds from your PayPal account with your authorisation on a one-time, regular or sporadic basis. You may cancel an automatic payment up to 3 Business Days before the date of the next scheduled payment from your account settings or by contacting us through the PayPal Help Center.
Once an automatic payment is canceled, all future automatic payments under your agreement with that seller will be stopped. If you cancel an automatic payment, you may still owe the seller funds for the purchase or have additional obligations to the seller for any goods or services that you receive but have not paid for. If you have given advance authorisation, either to a seller or to PayPal, that permits a seller to take or receive payments from your PayPal account on a regularly recurring basis for example, every month or otherwise on a routine billing cycle.
When you buy something from a seller online using PayPal and the transaction is ultimately refunded, the payment will typically be refunded to the original funding source you used for the transaction if you used a credit card, debit card or PayPal balance. If you used a bank account as the funding source for the transaction, we will refund the payment to your bank account, or to your PayPal balance if we cannot refund it to your bank account.
You can choose any of the funding sources in your PayPal account as your preferred funding source. You can select a preferred funding source in your account preferences on www. There may be times when your preferred funding source cannot be used, for example, if you select a credit card that is expired. You can set separate preferred funding sources for online transactions, in-store transactions and automatic payments with a seller.
If you have chosen a preferred funding source, it will be shown as the primary method of payment. The availability of certain funding sources may be limited based on that particular seller or the third-party website you are using to complete the transaction. If you have not selected a preferred funding source, or your preferred funding source is unavailable, we will show you available funding sources, including the funding source you used most often or most recently, at the time of transaction.
Certain one-time online transactions may require that a backup funding method be used in the event that your selected or preferred funding source is unavailable. In those instances, the backup funding method may be displayed to you on your transaction review page, before you complete the transaction. Note that this only applies for one-time, online transactions, and not for in-store or automatic payments.
If PayPal determines currency conversion is necessary for a transaction that also requires a backup funding source, you may not be able to separately choose whether PayPal or your card issuer performs the currency conversion on your backup funding source. When you send funds to friends and family using your PayPal balance if available or your bank account, we waive all fees, so we always show you these payment options first, even if you have a set preferred funding source for your online purchases.
If you select a funding source with a fee, we will always show you the fee before you send funds. Some sellers allow you to store PayPal as the way to pay when making purchases on their site, so you can check out faster. Often, this entails creating an agreement with the seller that permits them to request that we charge your PayPal account each time you make a purchase. You can select a funding source for future purchases with a particular seller either at the time of creating the agreement or in your account settings on www.
For example, you can instruct your monthly movie subscription service to always charge your credit card for the monthly cost. If your chosen funding source is unavailable e. Preferred funding source; 2. You can cancel any agreement in your account settings on www. If you use your PayPal account to receive payments for the sale of goods or services or to receive donations, you must:.
No surcharges You agree that you will not impose a surcharge or any other fee for accepting PayPal as a funding source. You may charge a handling fee in connection with the sale of goods or services as long as the handling fee does not operate as a surcharge and is not higher than the handling fee you charge for non-PayPal transactions. This includes at least equal or better: logo placement, position within any point of sale, and treatment in terms of payment flow, terms, conditions, restrictions, and fees, in each case as compared to other marks and funding sources at your points of sale.
In representations to your customers or in public communications, you must not mischaracterise any PayPal service as a funding source or exhibit a preference for other funding sources over any PayPal service. Within all of your points of sale, you agree not to try to dissuade or inhibit your customers from using PayPal or encourage the customer to use an alternate funding source.
If you enable your customers to pay you with PayPal, whenever you display or exhibit the funding sources that you accept either within any point of sale or in your marketing materials, advertising and other customer communications you agree to display the PayPal services payment marks at least as prominently, and in at least as positive a manner, as you do for all other funding sources.
It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is solely your responsibility to assess, collect, report and remit the correct taxes to the appropriate authority. PayPal is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.
Otherwise, PayPal will cancel the payment and the funds will be returned to the buyer, unless we are legally required to take other action. If you accept PayPal payments at your physical store, you must communicate the total amount of the transaction to the customer before it takes place. You must also provide customers with a physical receipt if they request one.
You agree that any transaction that you make shall have an accurate and true description of the goods and services being purchased. Any such protections may require you to take certain actions and may impact how claims are processed. Provide a simple and easily accessible online cancellation procedure, if buyers sign up for preauthorised payments online. Provide buyers the ability to stop any such payment up to 3 Business Days before the date scheduled for payment.
The fees you pay when selling goods or services or receiving donations, and the buyer pays using their PayPal account or using another authorised wallet can be found on the Merchant Services Fees table with the fees applicable to charitable organisations found on the Charitable Organisations Fees table.
Please note that we may adjust the fees applicable to future transactions that you process using PayPal. In order to qualify, you must have a PayPal account that is in good standing for example, no limitations or negative PayPal balance and you must submit an application and have it approved by us.
If your PayPal account is approved to accept micropayments, then the fees found on the Micropayment Fees table will apply to all transactions for the sale of goods or services processed through your PayPal account, instead of Merchant Services Fees. If you have multiple PayPal accounts, you must route your micropayments transactions through the appropriate account. Once a transaction is processed, PayPal will not re-route the transaction through a different account. Once you have access to any account statement s or other account activity information made available to you by PayPal with respect to your business account s , you will have 60 days to notify PayPal in writing of any errors or discrepancies with respect to the pricing or other fees applied by PayPal.
If you do not notify PayPal within such timeframe, you accept such information as accurate, and PayPal shall have no obligation to make any corrections, unless otherwise required by applicable law. For the purposes of this provision, such pricing or fee errors or discrepancies are different than unauthorised transactions and other electronic transfer errors which are each subject to different notification timeframes as set forth in this user agreement.
If you receive a payment for selling goods or services that is later refunded or invalidated for any reason, you are responsible for the full amount of the payment sent to you plus any fees including any applicable Dispute fee. Whenever a transaction is refunded or otherwise reversed, PayPal will refund or reverse the transaction from your PayPal account in the same currency as the original transaction.
If your PayPal balance for a particular currency is insufficient to cover the amount of a refund or reversal, PayPal will perform a currency conversion in order to refund or reverse the transaction. When you receive a payment, you are liable to PayPal for the full amount of the payment sent to you plus any fees if the payment is later invalidated or reversed for any reason. If the buyer paid in another currency, the full amount of that payment may be calculated in that currency, using the transaction exchange rate including our currency conversion fee that applies at the time the refund or reversal is processed.
A negative PayPal balance represents an amount that you owe to us, and, in this situation, you must immediately add funds to your PayPal balance to resolve it. The Dispute fee applies when the buyer pursues a claim directly with PayPal, a chargeback with their card issuer, or a reversal with their bank. The Dispute fee will be charged in the currency which you selected for the original transaction listing. If the transaction was in a currency not listed in the Dispute fee table the fee charged will be in your primary holding currency.
The Dispute fee will be deducted from your PayPal account after the claim is decided. The amount of Dispute fee will be determined when the dispute case is created. The fee is based on the ratio of the total transaction amount of all Item Not Received and Significantly Not as Described claims you receive compared to the total amount of your sales for the previous three calendar months.
Your total claims do not include claims for Unauthorized Transactions. For example, for the month of September, your dispute ratio will be calculated by considering your total claims to sales ratio over June, July, and August. The claims ratio for September will determine the dispute fee for all claims filed in October. If your Disputes Ratio is 1. Otherwise, you will be charged the Standard Dispute fee for each dispute. You will not be charged a Standard Dispute fee for disputes that are:.
You will not be charged a High Volume Dispute fee for disputes that are:. Sellers charged High Volume Dispute fees may be required to provide a remediation plan which includes an explanation of the cause of the increased dispute rate, the actions taken to reduce disputes, and the timelines for those actions. Disputes listed above may be excluded from being charged a Standard Dispute fee or a High Volume Dispute fee , but the claim itself may still be included in the overall calculation of your dispute ratio.
By accessing the Transaction Details page in your PayPal account you can see transactions that may be eligible for protection under this program. In connection with your use of our websites, your PayPal account, the PayPal services, or in the course of your interactions with PayPal, other PayPal customers, or third parties, you will not:. The actions we may take include, but are not limited to, the following:. Under certain circumstances, in order to protect PayPal and the security and integrity of the network of buyers and sellers that use the PayPal services, PayPal may take account-level or transaction-level actions.
To request information in connection with an account limitation, hold or reserve, you should visit the Resolution Center or follow the instructions in our email notice with respect to the limitation, hold or reserve. We may use proprietary fraud and risk modeling when assessing the risk associated with your PayPal account.
In addition, we may be restricted by regulation or a governmental authority from disclosing certain information to you about such decisions. We have no obligation to disclose the details of our risk management or security procedures to you. A hold is an action that PayPal may take under certain circumstances either at the transaction level or the account level.
When PayPal places a temporary hold on a payment, the funds is not available to either the sender or the recipient. PayPal reviews many factors before placing a hold on a payment, including: account tenure, transaction activity, business type, past customer disputes, and overall customer satisfaction. Some common situations where PayPal will hold payments include:. We may place a hold on payments sent to your PayPal account if, in our sole discretion, we believe that there may be a high level of risk associated with you, your PayPal account, or your transactions or that placing such a hold is necessary to comply with regulatory requirements.
We make decisions about whether to place a payment hold based on a number of factors, including information available to us from both internal sources and third parties. When we place a hold on a payment, the funds will appear in your PayPal account with an indication that they are unavailable or pending. Risk-based holds generally remain in place for up to 21 days from the date the payment was received into your PayPal account. The hold may last longer than 21 days if the payment is challenged as a payment that should be invalidated and reversed based on a disputed transaction as discussed in the following paragraph below.
This is done once you have granted us permission to have your funds held and will be in accordance with your agreement with the third-party. These holds will appear in your PayPal account. If you have questions about why the applicable marketplace or third party instructed PayPal to put these holds in place, you will need to contact the marketplace or third-party directly.
If a payment sent to you as a seller is challenged as a payment that should be invalidated and reversed, we may place a temporary hold on the funds in your PayPal account to cover the amount that could be reversed. Any of the situations described under Refunds, Reversals and Chargebacks are situations that could result in us placing a hold on a payment. Limitations prevent you from completing certain actions with your PayPal account, such as withdrawing, sending or receiving funds.
These limitations are implemented to help protect PayPal, buyers and sellers when we notice restricted activities , an increased financial risk, or activity that appears to us as unusual or suspicious. Limitations also help us collect information necessary for keeping your PayPal account open.
You will need to resolve any issues with your account before a limitation can be removed. Normally, this is done after you provide us with the information we request. We may place a reserve on your PayPal account if we believe there may be a high level of risk associated with you, your PayPal account, your business model, or your transactions.
When we place a reserve on your PayPal account, it means that all or some portion of the funds in your PayPal account is reserved as unavailable for withdrawal in order to protect against the risk of transactions made by you being reversed or invalidated or any other risk related to your PayPal account or use of the PayPal services. We make decisions about whether to place a reserve based on a number of factors, including information available to us from both internal sources and from third parties.
PayPal considers a list of non-exclusive factors and whether and how these factors have changed over time, including:. There are two categories of reserves that may be placed on your PayPal account, and one or both may be applied at the same time:. We will decide, in our sole discretion, which action is required of us.
Unless the court order, applicable law, regulatory requirement or other legal process requires otherwise, we will notify you of these actions. We do not have an obligation to contest or appeal any court order or legal process involving you or your PayPal account. When we implement a hold, reserve or limitation as a result of a court order, applicable law, regulatory requirement or other legal process, the hold, reserve or limitation may remain in place longer than days.
To protect yourself from unauthorised activity in your PayPal account, you should regularly log into your PayPal account and review your PayPal account statement. PayPal will notify you of each transaction by sending an email to your primary email address on file.
You should review these transaction notifications to ensure that each transaction was authorised and accurately completed. PayPal will protect you from unauthorised activity in your PayPal account. When this protection applies, PayPal will cover you for the full amount of the unauthorised activity as long as you cooperate with us and follow the procedures described below.
For example, if someone steals your password, uses the password to access your PayPal account, and sends a payment from your PayPal account, an Unauthorised Transaction has occurred. If you believe your PayPal login information has been lost or stolen, please contact PayPal Customer Service immediately. Tell us AT ONCE if you believe that an electronic fund transfer has been made without your permission using your login information or by other means.
You could lose all the funds in your PayPal account. If a good reason such as a long trip or a hospital stay kept you from telling us before 60 days expires, we may extend the eligible time period. Contact us at our Resolution Center ; or. Notify us as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt.
We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared. If you tell us orally, we may require that you send us your complaint or question in writing within 10 Business Days.
We will determine whether an error occurred within 10 Business Days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to 45 days to investigate your complaint or question. If we decide to do this, we will credit your PayPal account within 10 Business Days for the amount you think is in error, so that you will have the use of the funds during the time it takes us to complete our investigation.
If we ask you to put your complaint or question in writing and we do not receive it within 10 Business Days , we may not credit your PayPal account. For errors involving new PayPal accounts, point-of-sale transactions, or foreign-initiated transactions, we may take up to 60 days to investigate your complaint or question for cross-border and 30 days for domestic transactions. For new PayPal accounts, we may take up to 20 Business Days to credit your PayPal account for the amount you think is in error.
We will tell you the results within 3 Business Days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. This is an important document which you must consider carefully when choosing whether to use PayPal services. PayPal is an e-money operator enabling e-money transfers without opening bank accounts and providing the PayPal services to you via the Internet.
PayPal accounts are e-money accounts. Our services allow you to make e-money transfers to anyone with PayPal account and to receive e-money transfers. This means that an e-money transfer may be reversed from your account after you have provided the sender the goods or services that were purchased.
We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction. You agree that PayPal and its affiliates may contact you by email for marketing purposes. You may opt-out of receiving marketing communications when you open a PayPal account, by changing your account preferences on www. Please allow up to 10 Business Days for the opt-out to take effect. We will provide factual information about your account or the PayPal services, even if you have opted-out of receiving marketing communications.
If you provide us your mobile phone number, you agree that PayPal and its affiliates may contact you at that number using autodialed or prerecorded message calls or text messages to: i service your PayPal accounts, ii market PayPal Products and Services, iii investigate or prevent fraud, or iv collect a debt.
We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but will not share your mobile phone number with third parties for their own purposes without your consent.
You do not have to agree to receive autodialed or prerecorded message calls or texts to your mobile phone number in order to use and enjoy the products and services offered by PayPal. You can decline to receive autodialed or prerecorded message calls or texts to your mobile phone number in several ways, including, via an email transaction receipt, in your account settings at www.
The frequency of messages may vary, and standard telephone minute and text charges may apply. Neither we nor your phone carriers are liable for delayed or undelivered messages. However, we may still call you directly using other means if we need to speak with you. You understand and agree that, to the extent permitted by law, PayPal may, without further notice or warning, monitor or record telephone conversations you or anyone acting on your behalf has with PayPal or its agents for quality control and training purposes or for our own protection.
You acknowledge and understand that while your communications with PayPal may be overheard, monitored, or recorded not all telephone lines or calls may be recorded by PayPal, and PayPal does not guarantee that recordings of any particular telephone calls will be retained or retrievable. PayPal, in its sole discretion, reserves the right to suspend or terminate this user agreement, access to or use of its websites, software, systems including any networks and servers used to provide any of the PayPal services operated by us or on our behalf or some or all of the PayPal services for any reason and at any time upon notice to you and, upon termination of this user agreement, the payment to you of any unrestricted funds held in your PayPal balance.
If your PayPal balance becomes negative for any reason, that negative PayPal balance represents an amount that you owe to PayPal. PayPal may deduct these amounts from funds that are added to your PayPal account later, either by you or from payments you receive.
If you continue using your PayPal account when it has a negative balance, you authorise PayPal to combine the negative balance with any debit or transaction sent from your account when that combination is disclosed to you in advance of initiating the debit or transaction. If you hold funds in a PayPal account in multiple currencies, and the balance for one of the currencies becomes negative for any reason, PayPal may set off the negative PayPal balance by using funds you maintain in a different currency.
If you have a negative balance not in Rubles for a period of 21 days or longer, PayPal will convert this negative balance to Rubles. In addition to the above, if you have a past due amount owed to us or our affiliates, PayPal may debit your PayPal account to pay any amounts that are past due. This includes amounts owed by using our various products such as Xoom or Braintree. If PayPal invalidates and reverses a payment that you made to a recipient either at your initiative or otherwise , you agree that PayPal assumes your rights against the recipient and third parties related to the payment, and may pursue those rights directly or on your behalf, in PayPal's discretion.
Our failure to act with respect to a breach of any of your obligations under this user agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. Our affiliates include each entity that we control, we are controlled by or we are under common control with. In no event shall PayPal be liable for lost profits or any special, incidental or consequential damages including without limitation damages for loss of data or loss of business arising out of or in connection with our websites, software, systems including any networks and servers used to provide any of the PayPal services operated by us or on our behalf, any of the PayPal services, or this user agreement however arising, including negligence , unless and to the extent prohibited by law.
Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. PayPal specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
PayPal does not have any control over the products or services provided by sellers who accept PayPal as a funding source, and PayPal cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction or is authorised to do so. PayPal does not guarantee continuous, uninterrupted or secure access to any part of the PayPal services, and operation of our websites, software, or systems including any networks and servers used to provide any of the PayPal services operated by us or on our behalf may be interfered with by numerous factors outside of our control.
A decision indicating that these parameters meet this requirement must be obtained from Moscow Exchange in advance. Admission of the Foreign Securities based on the Decision of the Bank of Russia may take 70 to 90 business days 14 and includes:. In accordance with the Procedure for Registration of the Securities Prospectus of Foreign Issuers 15 , the general period for adoption of the Decision of the Bank of Russia on the Admission and registration of the Prospectus is 30 days 16 from the date of submission of the necessary documents to the Bank of Russia.
These documents shall be provided in Russian or in a foreign language with an attached notarised translation into the Russian language. As a general rule, the Prospectus shall be drawn up in accordance with the rules applicable to securities prospectuses of Russian issuers 18 when the Admission is based on the Decision of the Bank of Russia. In this case, the Prospectus shall contain, inter alia, information on the financial and economic position of the issuer, results and trends of its activity, information on the participants of the issuer, information on the members of the management bodies of the issuer indicating the amount of their remuneration , as well as information on the Foreign Securities being placed or admitted for trading Consolidated and individual financial statements of the issuer for the last three completed reporting years prior to the date of the Prospectus"s approval, as well as interim financial statements of the issuer for the last completed reporting quarter prior to the date of the Prospectus"s approval, shall be attached to the Prospectus The audit report shall be attached to the annual financial statements.
If any other Securities of the foreign issuer other than the Foreign Securities, which are in the process of the Admission are listed on an Approved Foreign Exchange, the Prospectus to the extent it does not relate to the Foreign Shares or the Depository Receipts that are being admitted may be a Russian translation of the prospectus submitted to an Approved Foreign Exchange for the listing of other Foreign Securities, and of the latest annual reports of the issuer The Decision of the Exchange on the Possibility of the Admission and Computing of Liquidity and Investment Risk Ratios shall be issued by Moscow Exchange within 14 days 22 from the date of submission of the issuer"s application, the Prospectus signed by the issuer and the agreement with the market-maker.
In general, the procedure and time frames for acceptance of the Foreign Securities for servicing at the NSD are similar to the relevant procedure and time frames applicable to the Admission of the Foreign Securities based on the Exchange"s Decision. The decision to include the Foreign Securities on the List shall be adopted by Moscow Exchange within 13 to 20 business days depending on the section of the List 23 after submission of the documents specified in the Listing Rules.
Issuers of the Foreign Securities at the stage of the Admission based on the Decision of the Bank of Russia are obliged, inter alia, to disclose information on the adoption of the above Decision of the Bank of Russia, as well as to provide any interested parties with access to the information contained in the Prospectus In the case of a public placement of the Foreign Securities, in addition, the following information shall be disclosed: date including any changes to it and price pricing procedure of placement, suspension, renewal or completion of placement, as well as the submission to the Bank of Russia of a notification on completion of the placement Requirements applicable to the Foreign Securities to be included on Level 3 of the List generally correspond to general requirements for admission to public placement or trading Under the Listing Rules, the following additional requirements apply for the inclusion of the Foreign Securities to Level 3: 1 the foreign issuer shall undertake to submit information to Moscow Exchange for its disclosure, or Moscow Exchange shall undertake to disclose such information; and 2 if the Depository Receipts are being included on the List, the issuer of the receipts or the issuer of the shares represented by the receipts shall undertake to disclose information on the receipts and on the issuer of the shares represented by the receipts.
The Foreign Securities can be included on Level 1 and Level 2 if either: 1 they are listed on a foreign exchange 28 , or listing procedure has been started in relation to such Foreign Securities, or 2 certain requirements of the Listing Rules are complied with. Such requirements relate to: 1 the number of securities in free float and their market value, 2 the duration of the issuer"s existence, 3 the disclosure and publication of the financial statements, and 4 corporate governance The time frames for the inclusion of the Foreign Securities on the List depend on the section of the List and generally range from 13 for Level 3 to 20 business days for Level 1 and Level 2 after the date of submission of the issuer"s application and the required documents to Moscow Exchange In addition to the relevant documents referred to in Chapter 2 of this section, a report on compliance with the corporate governance requirements, as well as consolidated or individual financial statements for the previous three years for Level 1 or one year for Level 2 and an audit report s for such statements shall be submitted for the inclusion of the Foreign Securities on Level 1 and Level 2 The Listing Rules provide for ongoing filing of certain documents with Moscow Exchange after inclusion of the Foreign Securities on the List Under Russian law, inclusion in a basic index is currently available both for the Foreign Shares and the Depository Receipts.
At the same time, requirements applicable to the Foreign Securities as well as procedures for their inclusion in the basic index generally correspond with similar requirements and procedures established for the shares of the Russian issuers. The Regulations on Information Disclosure provide for two forms of information disclosure by the issuers: statements of material facts and quarterly reports. If the Foreign Securities are admitted based on the Decision of the Bank of Russia, the statements of material facts and the quarterly reports of the foreign issuer shall be drafted in the form established by the Regulations on the Information Disclosure for Russian issuers of the Securities, subject to the lex personalis of the foreign issuer.
If the Foreign Securities are admitted based on the Exchange"s Decision, material facts are defined as such information that should be provided to a foreign exchange or to a special organisation under foreign law and the rules of the foreign exchange. If the original publication was made only in the language that is not recognized on international financial markets, such a statement shall be published, in each case, in the Russian language not later than 30 days after the date when it was published in accordance with the rules of the foreign exchange.
At the same time, the ongoing disclosure of material facts may be carried out in the form of press releases and other communications that are to be disclosed by the issuer under the foreign rules applicable to the foreign issuer. Issuers of the Foreign Securities shall comply with the requirements of Russian legislation against illegal usage of insider information and market manipulation, including the requirements for the disclosure of insider information, maintaining a list of insiders, as well as the filing of such list with Moscow Exchange and the Bank of Russia at its request.
Moscow Exchange Group. Moscow Exchange Group Moscow Exchange — trading floor for foreign securities. PART 3. Introduction 1. Chapter 2. Admission of the Foreign Securities based on the Exchange's Decision As noted above, the Foreign Securities in relation to which the process of listing them on an Approved Foreign Exchange has commenced or been completed may be admitted to public trading on the secondary market based on the Exchange's Decision 7.
Documents to be submitted to Moscow Exchange The list of documents to be submitted to Moscow Exchange for the purposes of taking a decision on the Admission is set out in Appendix 1. Prospectus requirements For the purposes of procuring the Admission based on the Exchange's Decision, the Prospectus must be filed with Moscow Exchange Disclosure at the stage of the Admission of the Foreign Securities At the stage of the Admission, issuers of the Foreign Securities are required to disclose information on the adoption of the Exchange's Decision and to procure that the information contained in the Prospectus is available to all interested parties.
Chapter 3. Requirements applicable to the Foreign Securities and issuers The Foreign Securities and their issuers must meet the general requirements set out in Chapter 1 of this section. Procedure for adoption of the Decision of the Bank of Russia on the Admission In accordance with the Procedure for Registration of the Securities Prospectus of Foreign Issuers 15 , the general period for adoption of the Decision of the Bank of Russia on the Admission and registration of the Prospectus is 30 days 16 from the date of submission of the necessary documents to the Bank of Russia.
Prospectus requirements As a general rule, the Prospectus shall be drawn up in accordance with the rules applicable to securities prospectuses of Russian issuers 18 when the Admission is based on the Decision of the Bank of Russia. The Prospectus shall be signed by the issuer. Decision of the Exchange on the Possibility of the Admission and Computing of Liquidity and Investment Risk Ratios The Decision of the Exchange on the Possibility of the Admission and Computing of Liquidity and Investment Risk Ratios shall be issued by Moscow Exchange within 14 days 22 from the date of submission of the issuer"s application, the Prospectus signed by the issuer and the agreement with the market-maker.
Acceptance of the Foreign Securities for servicing at National Settlement Depository In general, the procedure and time frames for acceptance of the Foreign Securities for servicing at the NSD are similar to the relevant procedure and time frames applicable to the Admission of the Foreign Securities based on the Exchange"s Decision.
Procedure for adoption of a decision by Moscow Exchange to include the Foreign Securities on the List The decision to include the Foreign Securities on the List shall be adopted by Moscow Exchange within 13 to 20 business days depending on the section of the List 23 after submission of the documents specified in the Listing Rules. Information disclosure at the stage of the Admission of the Foreign Securities based on the Decision of the Bank of Russia Issuers of the Foreign Securities at the stage of the Admission based on the Decision of the Bank of Russia are obliged, inter alia, to disclose information on the adoption of the above Decision of the Bank of Russia, as well as to provide any interested parties with access to the information contained in the Prospectus Chapter 4.
Requirements for the Foreign Securities to be included on the List Requirements applicable to the Foreign Securities to be included on Level 3 of the List generally correspond to general requirements for admission to public placement or trading Procedure and time frames for inclusion of the Foreign Securities on the List; documents for submission to Moscow Exchange The time frames for the inclusion of the Foreign Securities on the List depend on the section of the List and generally range from 13 for Level 3 to 20 business days for Level 1 and Level 2 after the date of submission of the issuer"s application and the required documents to Moscow Exchange Chapter 5.
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