BONDS. ISSUE. REGISTRATION OF SHARE AND BOND ISSUES IN UKRAINE BY UBC PJSC

Bonds. Issue and registration of corporate bond issues in Ukraine

Corporate bonds allow a company to raise finance for a defined period and establish in advance the rules for income payments, redemption and protection of holders. For the owner, this is not merely a legal procedure but a separate financial product that must fit the business cash flow and investors' expectations.

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The project involves the issuer's governing body, finance and legal teams, an auditor, the Central Securities Depository, an investment firm or underwriter and, for a public offer, a wider group of disclosure participants. Their actions are aligned before the corporate decision is adopted.

When the service is needed

The decision to issue bonds should be made after calculating the amount, currency, term, yield, security and source of redemption. An investor assesses not the form of the document but the issuer's ability to perform its obligations and disclose material information on time.

For the owner, it is important to link the issue and registration of corporate bonds with the financial model, contractual framework and launch schedule. A formal action should deliver a clear commercial result: the right to operate, raise finance, enter into contracts, pass bank checks or start a project without a gap between the documents and the actual business activity.

The work starts by defining the scope of the task. UBC analyses the initial information, separates mandatory actions, internal decisions and counterparties' documents, and then sets out a process appropriate to the scale of the project and the model for raising debt finance through corporate bonds.

What has changed in the procedure

In previous years, the procedure was built around the issue decision, a paper prospectus, registration of the issue and the subsequent placement report. Interaction with the regulator, the depositary and professional market participants took up a substantial part of the project timetable.

Updated rules for the issue and circulation of corporate bonds have applied since 1 November 2024. They simplified part of the registration package, developed mechanisms for target, convertible, green and infrastructure bonds, and clarified the functions of the issue administrator and the possibility of replacing the issuer in prescribed cases.

Digitalisation has reduced some technical operations but increased the importance of high-quality source data. Registers and electronic accounts compare information more quickly, so the company name, powers, addresses, activity codes, financial indicators and project documents should be aligned before filing.

Comparing the previous and current procedures helps preserve terms familiar to the market while showing which document, registration number, decision, notice or register entry confirms lawful activity in 2026.

Comparison of approaches: previously and in 2026

Sequence and main stages of the service

The work is best organised in stages. This allows the commercial objective, document package and responsibilities of the participants to be agreed in advance and the result to be controlled at each stage.

1. define the financing objective and test the cash flow available for debt service;
2. select the type of bonds, the investor group and the offer format;
3. prepare the corporate decision, financial information and terms of the issue;
4. coordinate interaction with the depositary, administrator and investment firm;
5. file the package with the NSSMC and complete the registration procedure;
6. carry out the placement, approve the results and arrange subsequent servicing of the issue;

Each stage ends with a result that can be verified: an agreed decision, a filed package, a registration number, an extract, a permit, a registered issue or other confirmation appropriate to the service. This control allows the next stage of raising debt finance through corporate bonds to begin without losing the commercial logic of the project.

What is needed to start work

For an initial assessment, there is no need to collect every possible document. It is enough to prepare the information needed to identify the applicable procedure and draw up an accurate list of the next actions:

• the charter and documents confirming the authority of the body adopting the decision;
• financial statements and information on equity;
• a business plan for use of the funds raised and a redemption schedule;
• a draft issue decision and, where required, a prospectus;
• terms of security, surety or another investor-protection mechanism;
• contractual details of the depositary, administrator and professional participants;

Where some documents are held by a bank, depositary, premises owner, designer, auditor, foreign participant or public authority, this is recorded separately in the working list. Requests can be sent in parallel so that the entire timetable does not depend on a single source.

Service specifics and organisational matters

Even where filing is online, the main work remains managerial. The company needs to appoint responsible persons, agree the source data and ensure consistency among the documents submitted to the registrar, bank, regulator or counterparty.

The issue and registration of corporate bonds usually involves management, accounting, legal, technical or finance teams. Their decisions should be based on one set of source data and an agreed version of the documents.

The main risk arises when the terms of the issue are not linked to the budget and contractual model of the project. Misaligned construction deadlines, asset sales, interest payments and redemption create pressure even where registration has been completed correctly.

It is useful to maintain a register of control points: what has been approved, who signed it, when it was filed, which number was assigned, where the electronic original is stored and who is responsible for the next deadline. For longer processes, a calendar of reporting, updates and change notifications should be maintained.

• control over the targeted use of the funds raised;
• calendar of interest payments, disclosure and redemption;
• reconciliation of the number of bonds and settlements in the depositary system;
• procedure for approving material amendments and notifying holders;
• a reserve liquidity scenario in case of deviation from the financial plan;

What you receive as a result

A proper result for the owner is not a separate certificate or a system entry, but the ability to carry on the chosen activity lawfully and predictably, enter into contracts, receive payments and confirm the company's status to partners.

The working result is a registered and placed issue whose terms are clear to investors, supported by documents and linked to the issuer's actual cash flow.

Once the formalities are completed, the company has a working foundation for raising debt finance through corporate bonds: staff understand the sequence of actions, documents are available for review, and the owner can see how the legal and administrative arrangements support sales, settlements, finance and project development.

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