Issuing a DFA: the issuer's decision, the information system and who is liable for the obligation

Issuing a DFA is neither printing a paper certificate nor listing on an exchange: the issuer adopts an issue decision, passes it to the operator of an information system that is on the Bank of Russia's register, and records then appear in the system — each one of them is a digital financial asset. What the buyer acquires is not "a token in itself" but a claim against a specific obligor: a monetary claim, the right to demand delivery of issue-grade securities, the right to exercise the rights attached to them, or the right to a stake in the capital of a non-public joint-stock company. The platform keeps the records and handles the technical side, but it is the issuer who will have to perform the obligation — and it is the issuer's solvency that decides whether the money comes back. If you are looking at an issue from the buyer's side, the steps are covered separately: how to buy DFAs.

What an issue actually creates

The law on digital financial assets, in force since 2021, is built around a simple restriction: such rights can be issued, recorded and traded only by making entries in an information system. No operator on the register means no issue, whatever the promotional material says. That gives a practical filter: before reading the terms, the reader checks which information system the issue is placed in and whether its operator appears on the regulator's register.

The second design feature is the separation of roles. The information system operator is responsible for issuance and record-keeping. Organising secondary trading is the job of an exchange operator, which may be a different legal entity. So the question "where can I sell this before maturity" is not a rhetorical one: whether you can exit is determined not by the law but by whether the issue is connected to an exchange. The intermediary's role follows the same logic as in the debt market — see the issue arranger.

The issue decision: the document that sets everything

The issue decision is the central document, and it is published in the information system before the placement begins. It sets out information about the issuer, the type and volume of the rights being transferred, how they are exercised, the price or the method of determining it, the deadline and procedure for performing the obligation, and the grounds on which the issuer may call off the placement. It should be read as a prospectus, not as an offer on an online marketplace: the wording on how the obligation is performed determines whether you receive money in your account, securities in your custody account or a record of a stake — things that are not legally equivalent. The structure of the document is covered in more detail in the glossary entry issue decision.

Collateral deserves a separate look. A monetary claim under a DFA is not secured by anything in itself: the issuer may be a company with no public reporting and no credit rating. Sometimes a surety is added to the structure — that brings in a second obligor, and it is then that party who has to be assessed. The absence of collateral does not make an issue bad, but it changes the question: you are lending to a business directly rather than buying an instrument with external backing.

How this differs from a bond issue and from an additional share issue

What a DFA issue has in common with a bond is the economics — debt with a repayment procedure described in advance. What sets them apart is the infrastructure: no prospectus in the usual form, record-keeping outside the depository system, trading inside the platform, and a different disclosure regime. The terms are easy to compare against the market curve — OFZ yields and corporate debt give a benchmark for the premium you are getting for taking on the risk of a non-public issuer and limited liquidity.

The resemblance to a share issue is of a different kind: a DFA conferring a stake in the capital of a non-public company is economically closer to equity, and such a structure carries an effect familiar to shareholders — dilution. The mechanics are explained in the piece on additional share issues and dilution, and they apply here directly.

Tap issues, secondary trading and liquidity

The terms of an issue may allow a tap issue — an increase in volume after the placement has begun. For the holder this is a signal: with the issuer's assets unchanged, the volume of its obligations grows. Even more important is liquidity risk: the DFA market is fragmented across platforms, and an issue that is not connected to an exchange is in practice held to maturity. Such a position should be planned on that assumption, not on the hope of finding a buyer.

What to check before taking part

Step 1 — the information system operator is on the Bank of Russia's register. Step 2 — the issue decision in full, especially the procedure for performing the obligation and the grounds for calling off the placement. Step 3 — who the obligor is and whether there is a surety. Step 4 — whether secondary trading is provided for and through which exchange operator. Step 5 — investor status: for non-qualified investors there is a cap on the amount they may acquire in a calendar year; its value is set by a regulatory act of the regulator and we do not reproduce it here — check the current figure with the operator, as such parameters change.

Definitions of related concepts are collected in the platform's glossary.