Besides the complex procedure, CA prescribes a number of specifications of this action and the treatment of ROS, i.e. RAS.
Namely, in comparison to common shares, i.e. the common regime in which you have the freedom to pledge and own shares, ROS cannot be pledged or sold.
Also, in order to establish ROS, the company does not have to increase the primary capital, because the ROS will be established from the already entered/paid capital.
If your company has two members with paid shares of 50% each, ROS will be formed from the already existing shares of your members, so ROS will amount to, for example, 10%, while your existing members will have 45% shares left in the capital of the company. From the 10% of ROS will be issued to RAS (for example, 10 financial instruments from which each contains a right to acquire 1% of shares in reserved owned shares, in which there are no limitations that one entity can acquire multiple financial instruments) under which owners of RAS can on a particular day purchase shares for a specific price. It must be noted that members of the company do not have a right to remuneration from the company for the shares which were transferred to the company in the name of ROS acquisition.
Another particularity is the possibility that a single-member company can acquire ROS. Thus, even if your company has only one member, you still have a right to choose this option after which the final result will lead to creating a company with multiple members. You should also pay attention to the possibility of creating multiple ROSs which do not merge into one share, but rather different ROSs exist, with a restriction of the maximum percentage of shares of all ROSs in primary capital of the company which cannot exceed 40%.
One of the benefits defined by the CA is that there is no set deadline in which all registered ROSs must issue RASs, by which a possibility was given to the company to adapt the issuance to their specific needs. A completely realistic situation is one in which the company has quit the idea to issue financial instruments to create ROS. In that case, ROS from which the company hasn’t issued financial instruments can divide them into more, new ROSs or it can be canceled.
As for the entities which can be holders of RAS, the Law does not prescribe any limits that the entity must be your employee; it could be any entity outside of your company – external associates, business partners, friends, or completely unknown entities. Also, the holder of RAS can be any domestic as well as foreign natural or legal entity. Certainly, it is necessary to sort the relationship with the holder of RAS by an appropriate written agreement by which the conditions of share acquisition will be regulated.
Something that should be specifically noted is that RAS is bound to the owner of rights. In other words, RAS cannot be pledged nor inherited. For example, if you as the owner of rights of RAS have appointed your employee John Doe, that employee cannot pledge RAS.