Types of securities

As for the types of securities, in accordance with clause 2 of Art. 142 of the Civil Code of the Russian Federation, as amended by Law N 142-FZ, lists certain types of securities: shares, bills, mortgages, investment shares investment fund, bill of lading, bond, check and others securities, named as such in the law or recognized as such in the manner prescribed by law.

In accordance with Part 1 of Art. 143 of the Civil Code of the Russian Federation as amended by Law N 142-FZ, securities are divided into bearer, order and registered. Bearer, in turn, in accordance with paragraph 2 of Art. 143 of the Civil Code of the Russian Federation is a documentary security, for which its owner is recognized as the person authorized to demand execution under it. An order documentary security is understood to be one for which the person authorized to demand execution under it is recognized as its owner if the security is issued in his name or passed to him from the original owner through a continuous series of endorsements (clause 3 of Article 143 of the Civil Code of the Russian Federation) .

In relation to registered documentary securities in accordance with clause 4 of Art. 143 of the Civil Code of the Russian Federation, in response to Law N 142-FZ, there are two types of such securities that correspond to the definition of a person authorized to demand execution of a security:

The owner of the security, indicated as the copyright holder in the records maintained by the obligated person or a person acting on his behalf and having the appropriate license;

The owner of a security issued in his name or transferred to him from the original owner in a continuous series of assignments of claims (cessions) by applying personal endorsements to it or in another form in accordance with the rules established for the assignment of claims (cessions).

We decided to consider in more detail the classification of securities by legal form, since there are documentary and uncertificated securities, they became the main milestone in the amendment of Chapter 7 of the Civil Code of the Russian Federation.

Documentary securities

Article 143.1 of the Civil Code of the Russian Federation as amended by Law N 142-FZ establishes that mandatory details, requirements for the form of a certified security and other requirements are determined in the manner prescribed by law. And clause 2 of this article establishes the general consequences of violating the requirements for the form and details of a security. At the same time, documents containing such violations should not be recognized as securities, but they should be considered as having the force of written evidence.

In paragraph 1 of Art. 145 of the Civil Code of the Russian Federation, as amended by Law N 142-FZ, states that the person obligated under a security has the right to raise against the claims of the owner of the security only those objections that arise from the security or are based on the relationship between them. This is inherently the principle of public integrity. The above rule is supplemented by the fact that the person obligated for a security is also liable for it in the event that the security came into circulation against his will.

The principle in question is limited by the good faith of its owner. As stated in paragraph. 3 p. 1 art. 145 of the Civil Code of the Russian Federation as amended by Law N 142-FZ, the principle of public accuracy does not apply to cases where the owner of a security at the time of its acquisition knew or should have known about the absence of a basis for the emergence of rights certified by the security, including the invalidity of such a basis or about the absence of rights of previous owners of the security, including the invalidity of the basis for their emergence, as well as in the event that the owner of the security is not its bona fide purchaser.

In Art. 147.1 of the Civil Code of the Russian Federation, as amended by Law N 142-FZ, the legislator established the criteria for bad faith of the owner of a security. For example, this is a person who, through his fraudulent or other illegal actions, contributed to the loss of the rights of the legal owner to a security or, as a previous owner, knew or should have known about the existence of rights of other persons to a security (Clause 4 of Article 147.1 of the Civil Code of the Russian Federation as amended Law 142-FZ).

In paragraph 4 of Art. 146 of the Civil Code of the Russian Federation as amended by Law N 142-FZ, the rule on the transfer of rights to documentary registered securities was basically retained, but limited by an important clause. It is proposed to apply the rules on assignment to the transfer of rights to such securities, unless otherwise established by special rules on securities, another law or follows from the essence of the relevant security. This article provides for many ways to transfer rights under a certificated security. Certainty is extremely important in this area, since along with paper rights, general rule rights from paper are also transferred.

Among the many ways to transfer rights given in Art. 146 of the Civil Code of the Russian Federation as amended by Law N 142-FZ, one can note the peculiarities of the transfer of rights certified by a registered security, the rights under which are taken into account in the rights accounting system (clause 9 of Article 146 of the Civil Code of the Russian Federation as amended by Law N 142-FZ). According to this rule, the rights to such a security are transferred to the person specified in it at the time of entry into Accounts marks on the transfer of rights. The basis for making a note is a deed of transfer executed by the parties in the presence of the person maintaining the records or certified by a notary.

The procedure for restoring rights to lost securities has also changed. So, until October 1, 2013. civil law in Art. 148 provides that the restoration of rights to lost bearer securities and order securities is carried out by the court in the manner prescribed by procedural legislation. And Law N 142-FZ significantly supplemented and developed these norms. So, in paragraph 3 of Art. 148 of the Civil Code of the Russian Federation, as amended by Law N 142-FZ, allows for the restoration of rights to a lost documentary registered security. It is carried out by the court in the order special production in cases of establishing facts of legal significance, at the request of the person who has lost the security, and in cases provided for by law - also of other persons.

And clause 4 of Art. 148 of the Civil Code of the Russian Federation, as amended by Law N 142-FZ, considers the consequences of the loss of records of the owners of registered documentary securities. In this situation, the person keeping the records is obliged to immediately publish information about this in the media in which information about bankruptcy is subject to publication, and invite persons whose rights were to be reflected in the records to submit registered securities within the period specified when publishing the information (at least three months from the date of publication). If the registrar (depository) refuses to restore the data, then it is subject to restoration by the court at the request of the interested party.

An innovation in the legislation is also the norm provided for in Art. 148.1 of the Civil Code of the Russian Federation as amended by Law N 142-FZ. In accordance with this norm, documentary securities can be immobilized in accordance with the law or in the manner prescribed by law. In this case, the securities are transferred for storage to a person who, according to the law, has the right to store documentary securities and (or) record rights to securities. The transfer of rights to such securities and the exercise of rights under them are regulated by the rules for uncertificated securities. And it is worth noting that this rule can be applied to all types of certificated securities.

I had to slow down the process because of what I was doing. Without it, it is difficult to consolidate knowledge. But because of this, we deviated greatly from the schedule. By now we should have dealt with approximately the 300th question, but we are only passing the 100th. I hope we'll catch up again. Let's try to give more material today.

Let's start with a new topic 1.3 called " Concept and types of securities". The topic is complicated only because there is a lot of confusion for those who do not use words like assignor, avalist or bill of lading. But, as I wrote in, we made a simulator that will help consolidate the material covered. Immediately after the publication of this entry, we will replenish the database with new questions and answers. So let's begin...

Question code: 1.2.92

In accordance with the Civil Code Russian Federation securities are:

I. Documents that comply with the requirements established by law and certify obligations and other rights, the exercise or transfer of which is possible only upon presentation of such documents (documentary securities);

II. Obligatory and other rights that are enshrined in the decision on the issue or other act of the person who issued the securities in accordance with the requirements of the law, and the implementation and transfer of which are possible only in compliance with the rules for accounting for these rights in accordance with the Civil Code of the Russian Federation (uncertificated securities) ;

III. Documents certifying in compliance with the established form and mandatory details property rights, the exercise or transfer of which are possible only upon presentation.

Answers:

A. I, II only
B. I, III only
C. II, III only
D. All of the above

The Civil Code has Chapter 7 “Securities”. We will touch on this more than once today. Article 142 paragraph 1 describes first two point of the question, i.e. what are securities?

It is worth noting that securities can be certified or uncertificated. They differ simply and clearly from the name. Documentary are those that are available in physical form, i.e. "paper". Undocumented are those that do not exist in material form. Those. There is a certain entry in the register that the paper exists, but physically there is no paper. This is what they were in before in paper form, now this occurs only for certain types of securities.

Question code: 1.2.93

The person responsible for execution of a certificated security:

I. Has the right to raise against the claims of the owner of the security only those objections that arise from the security or are based on the relationship between these persons;

II. Does not have the right to raise objections against the claims of the owner of the security that arise from the security or are based on the relationship between these persons;

III. Responsible for a security if the document came into circulation against his will;

IV. Does not have the right to refer to the objections of other persons. responsible for execution of this security in all cases.

Answers:

A. I, II only
B. II, III only
C. I only
D. All of the above

Question code: 1.1.95

Specify the securities provided for by the legislation of the Russian Federation:

II. Investment share;

III. Mortgage certificate participation;

IV. Issuer option;

V. Privatization securities;

VI. Bond;

VII. Bill of exchange;

VIII. Mortgage;

IX. Deposit (savings) certificate;

XI. Banking savings book to bearer;

XII. Bill of lading;

XIII. Simple warehouse receipt;

XIV. Clearing certificate of participation.

Answers:

A. All except V
B. All except VIII
C. All except XII
D. All of the above

A double warehouse receipt is a registered security consisting of two parts. One part can be used to pledge, and the other can be used to dispose of the goods (for example, for sale or exchange). To receive goods from the warehouse, you must present both parts of the certificate.

Question code: 1.1.105

A bearer security is a certificated security for which the person authorized to demand execution under it is recognized as:

Answers:

A. Owner
B. Person named in the security

Here again is the Civil Code, Chapter 7, Article 143. It is advisable to know it by heart. Point 2 : " A bearer security is a certificated security for which the person authorized to demand execution thereunder its owner admits. "

Question code: 1.1.106

An order is a documentary security for which the person authorized to demand execution on it is recognized as:

Answers:

A. Bearer of the security

B. The owner, if the security is issued in his name or passed to him from the original owner through a continuous series of endorsements

C. A person named in a security who can exercise these rights himself or appoint another authorized person by his order (order)

From there. Right next point. Civil Code Chapter 7: " An order is a certified security for which the person authorized to demand execution on it is recognized as its owner if the security is issued in his name or transferred to him from the original owner through a continuous series of endorsements."

Question code: 1.2.107

A registered security is a certificated security for which the person authorized to demand execution under it is recognized as:

I. The owner of the security, indicated as the copyright holder in the records maintained by the obligated person or a person acting on his behalf and having the appropriate license;

II. The owner of a security, if the security was issued in his name or transferred to him from the original owner in a continuous series of assignments of a claim (assignment) by making personal endorsements on it or in another form in accordance with the rules established for the assignment of a claim (assignment) );

III. Bearer of a security;

IV. A person named in a security who can exercise these rights himself or appoint another authorized person by his disposition (order).

Answers:

A. I, II only
B. I, III, IV only
C. III only
D. All of the above

From there. Civil Code Chapter 7: “A registered security is one for which one of the following specified persons is recognized as the person authorized to demand execution under it:

1) the owner of the security, indicated as the copyright holder in the records maintained by the obligated person or a person acting on his behalf and having the appropriate license. The law may provide for the obligation to transfer such records to a person who has the appropriate license;

2) the owner of a security, if the security was issued in his name or transferred to him from the original owner in a continuous series of assignments of claims (cessions) by making personal endorsements on it or in another form in accordance with the rules established for the assignment of claims (cessions)."

Question code: 1.1.108

If the document does not contain the required details of a documentary security, or does not comply with the established form and other requirements, the document:

Answers:

A. Not a security, but retains the value of written evidence
B. Is a security, but does not retain the value of written evidence.
C. Is not a security and does not retain the value of written evidence

The Federal Law “On the Securities Market” establishes the subject of regulation, which defines the concept and types of the securities market. The market refers to the relationships that arise during the issuance and circulation of securities, as well as the creation and activities of professional participants.

The types of securities market are distinguished:

• by degree of organization ( organized and unorganized);
• at the place of trade ( exchange and over-the-counter);
• at the time of release ( primary and secondary);
• by geography of operations ( local, regional, national, international);
• by transaction type ( cash and urgent).

Classification is also possible by the type of issuers and investors, and by the type of instruments themselves.

Definition and description of types of securities is given in chapter 7 Civil Code Russian Federation.

The Code establishes two basic concepts:

1. Documentary securities- these are documents that are drawn up in accordance with the requirements of the law and certify certain obligations or other rights that can be exercised upon presentation of such documents.
2. Uncertificated securities— obligations and other rights that are enshrined in the decision on release or other document of the person who issued them. In this case, the release, implementation and transfer of rights are possible only according to the rules established by law.

What do these two concepts have in common and how do they differ? We will try to formulate the concept and types of securities briefly.

The essence of a security is to certify certain rights of its owner(return borrowed money, rights to property, participation in the work of the company and others).

Only in the first case these the rights are directly indicated in the document itself (documentary security), and in the second case these rights are indicated in the issuance documents (book-entry security.

Types of uncertificated securities: shares, bonds, issuer options, Russian depositary receipts.

Why are securities needed?

Let's imagine that there is some kind of enterprise that is engaged in its own business and needs money. For example, for the purchase of goods for resale, for the purchase of components, for the construction of additional production capacity and so on.

What ways does a company have to raise the necessary funds? As a rule, this is either the issue of securities.

The first method - taking a loan from a bank is not always suitable:

• Firstly, this is far from simple - the bank’s credit committee must approve the loan;
• Secondly, it's far from cheap in most cases bank loans are relatively expensive;
• Thirdly, the bank will want to have some kind of collateral for issued loans, which will not always be acceptable;
• fourthly, if the amount borrowed is very large, it will not be easy for the bank to take on a significant risk on one borrower.

An alternative to a loan is raising money by issuing financial instruments.

Exist two basic types of securities, which are issued by enterprises to attract Money: stocks and bonds. Bills of exchange are often used.

Types of securities

The Civil Code establishes the following types of securities: shares, bills of exchange, mortgages, investment shares of a mutual fund, bills of lading, bonds, checks and other securities issued in the manner prescribed by law.

Shares are usually issued by an enterprise for an unlimited period and provide their owners with the opportunity to participate in the management of the enterprise. If you own 10% of a business, this means that the business is 10% owned by you and you are entitled to receive an appropriate share of the dividends paid.

Ordinary shares

– ordinary and privileged.

Ordinary shares give the right to participate in the management of the enterprise, including through participation in the Board of Directors, voting on general meetings shareholders and the opportunity to appoint their representatives to the management bodies of the enterprise.

Preferred shares

Privileged shares do not give their owners the opportunity to participate in the management of the company, but they guarantee the owners certain regular dividends - according to Russian legislation at least 10% of the enterprise's net profit must be paid as dividends on preferred shares, otherwise preferred shares automatically become ordinary shares.

It is worth noting that ordinary shares may also pay dividends, but their amount is not guaranteed, just as the possibility of paying dividends is not guaranteed. A joint stock company may decide not to pay dividends at all and send net profit for the purpose of enterprise development.

Bonds

Bonds are different in that they do not provide the opportunity to manage the enterprise.

For this, the company agrees to pay the owners a certain amount over a certain period of time. However, unlike preferred shares, this income does not depend on the results of the enterprise’s activities and is recorded at the moment when the bonds are placed among the original owners.

This return is usually expressed as the annual percentage that an investor will receive on his capital if he holds the bonds in his portfolio until they mature.

Simply put, a stock represents an interest in a company, and a bond is part of a company's debt.

In fact, bonds are analogous to a bill.

Bills of exchange

A bill of exchange is a security under which the person who issued the bill agrees to pay the person holding the bill a specific amount at a certain point in the future.

Such instruments are also called fixed income instruments, since at the time of their purchase the investor knows what profit he will receive (of course, if the issuer turns out to be solvent at the time of its repayment).

Currently, in Russia, almost all of the mentioned types of securities are registered, that is, at any time you can say who owns how much. There are also more exotic species and so-called derivatives financial instruments(for example, futures and options).

Types of Certificated Securities

Documentary securities can be bearer, order and registered.

Bearer- a documentary security for which the person authorized to demand execution on it is recognized as its owner.

This means that in order to exercise rights under a security, it is not necessary to confirm the fact of its acquisition. It is enough to present it, and the bearer can be anyone.

Warrant- a documentary security for which the person authorized to demand execution on it is recognized as its owner if it is issued in his name or transferred to him from the original owner through a continuous series of endorsements.

In practice, these are bills of exchange that change owners according to entries directly on the form of the security itself.

Personalized- a certificated security for which the person authorized to demand execution under it is recognized as either the owner indicated as the copyright holder in the accounting records, or the person to whom it was transferred as a result of the assignment of rights of claim (assignment).

Additionally, watch a short video about the types of securities:

Objects of civil rights are objectified material and intangible benefits, in relation to (regarding) which civil rights and obligations arise, civil legal relations are formed and operate.

Among the objects of civil rights, securities stand out, because they are widely used in developed economies and are the main way of recording and verifying certain property rights of its holder or owner.

A security is a document that meets the requirements established by law and certifies obligations and other rights, the exercise or transfer of which is possible only upon presentation.

However, it should be noted that according to the previously effective Civil Code of the Russian Federation, securities certified property rights, while according to the new norm, a security can certify obligations and other rights. Thus, the list of rights has been expanded. Obviously, “other rights” include not only property, but also non-property rights (for example, the right to information, etc.).

According to the Civil Code of the Russian Federation, a security is a movable thing (document on on paper), containing the right of obligation, since a security always certifies a known right of claim. The document and the right are inseparable in a security. The loss of a paper is equivalent to the loss of the right of obligation merged with it.

To recognize a document as a security, it must meet certain special criteria regarding details and form. Failure to comply with these requirements entails the nullity of the security.

Thus, in order to be recognized as a security - an object of civil rights, a special thing, a document must have at least two characteristics.

The first, essential feature: a security contains (certifies) a property right of obligation, which is realized by presenting the security. This sign is expressed as follows:

• a) compliance with the necessary details of securities (in other words, literality, which means the ability to demand execution only of what is directly indicated in the security);
• b) the ability to accurately identify the person who has the right to demand execution of the security (legitimacy, i.e. determine the authorized person);
• c) the need for its presentation (i.e. presentation to the obligated person). Only in this case is the unhindered implementation of the right expressed in the document possible;
• d) the presumption of good faith in the ownership of a security by the person presenting it (i.e., the person presenting the security is considered to be in good faith and is freed from the question “where did you get this from?”).

In this case, the security must be directly enshrined in the law.

The Civil Code of the Russian Federation classifies the following as securities: shares (a security whose owner, the shareholder, receives the right to receive a portion of the profit joint stock company in the form of dividends, for participation in the management of a joint-stock company), a bill of exchange (a security representing a simple abstract unconditional obligation to pay the legal holder (bill holder) within the period specified on it the amount specified by the debtor), a mortgage (enshrined in the Federal Law “On Mortgage (Pledge of Real Estate) ”, investment share of a mutual investment fund, bill of lading (used in maritime transportation of goods, means that the holder of the bill of lading has the right to dispose of the cargo while it is on the ship during transportation), bond (a security that secures the right of its owner to receive a bond from the issuer within the period stipulated in it for its nominal value or other property equivalent), a check (a security containing an unconditional order from the drawer to the bank to pay the amount specified in it to the check holder).

The Civil Code of the Russian Federation clearly divides all securities into two large groups - documentary securities and uncertificated securities.

Documentary securities are such securities - documents that comply with the requirements established by law and certify obligations and other rights, the exercise or transfer of which is possible only upon presentation of such documents.

A book-entry security means obligations and other rights that are enshrined in the decision on the issue or other act of the person who issued the securities in accordance with the requirements of the law, and the exercise and transfer of which are possible only in compliance with special rules for accounting for these rights.

However, not all securities can be uncertificated. For example, a bill, check, mortgage, bill of lading must be in documentary form.

According to the method of determining the subject, documentary securities are divided into the following types:

• - a bearer security, for which its owner is recognized as the person authorized to demand execution on it;
• - a registered security, for which the right to demand performance on it is recognized for the person specified (or named) in it;
• - an order security for which the person authorized to demand execution on it is recognized as its owner if the security is issued in his name or transferred to him from the original owner through a continuous series of endorsements (endorsements).

(edited) Federal Law dated July 2, 2013 N 142-FZ)

§ 1. General Provisions

Article 142. Securities

1. Securities are documents that comply with the requirements established by law and certify obligations and other rights, the exercise or transfer of which is possible only upon presentation of such documents (documentary securities).

Securities are also recognized as obligations and other rights that are enshrined in the decision on the issue or other act of the person who issued the securities in accordance with the requirements of the law, and the exercise and transfer of which are possible only in compliance with the rules for accounting for these rights in accordance with Article 149 of this Code ( uncertificated securities).

2. Securities are a share, a bill of exchange, a mortgage, an investment share of a mutual investment fund, a bill of lading, a bond, a check and other securities named as such in the law or recognized as such in the manner prescribed by law.

The issue or delivery of securities is subject to state registration in cases established by law.

Article 143. Types of securities

1. Documentary securities can be bearer (bearer securities), order and registered.

2. A bearer security is a documentary security for which its owner is recognized as the person authorized to demand execution on it.

3. An order is a certified security for which the person authorized to demand execution on it is recognized as its owner if the security is issued in his name or transferred to him from the original owner through a continuous series of endorsements.

4. A registered security is a certified security for which one of the following specified persons is recognized as the person authorized to demand execution on it:

1) the owner of the security, indicated as the copyright holder in the records maintained by the obligated person or a person acting on his behalf and having the appropriate license. The law may provide for the obligation to transfer such records to a person who has the appropriate license;

2) the owner of a security, if the security was issued in his name or transferred to him from the original owner in a continuous series of assignments of claims (cessions) by making personal endorsements on it or in another form in accordance with the rules established for the assignment of claims (cessions).

5. The issue or delivery of bearer securities is permitted in cases established by law.

The possibility of issuing or issuing certain documentary securities as registered or warranted securities may be excluded by law.

6. Unless otherwise established by this Code, the law or does not follow from the peculiarities of fixing rights to uncertificated securities, the rules on registered documentary securities, the copyright holder of which is determined in accordance with the accounting records, apply to such securities.

§ 2. Documentary securities

Article 143.1. Requirements for certificated securities

1. Mandatory details, requirements for the form of a certificated security and other requirements for a certificated security are determined by law or in the manner established by it.

2. If a document does not contain the required details of a documentary security, or does not comply with the established form and other requirements, the document is not a security, but retains the value of written evidence.

Article 144. Execution on a certificated security

1. Proper execution of a certified security is considered to be execution by the person specified in paragraphs 2 - 4 of Article 143 of this Code (the owner of the security).

2. If the person responsible for the execution of a certified security knew that the owner of the security to whom the execution was made is not the proper holder of the right to the security, he is obliged to compensate for the losses caused to the holder of the right to the security.

Article 145. Objections regarding a certificated security

1. The person responsible for execution of a certified security has the right to raise against the claims of the owner of the security only those objections that arise from the security or are based on the relationship between these persons.

The person who drew up a documentary security is liable for the security even if the document came into circulation against his will.

The rules for limiting objections provided for in this paragraph do not apply if the owner of the security at the time of its acquisition knew or should have known about the absence of a basis for the emergence of rights certified by the security, including the invalidity of such a basis, or about the absence of rights of previous owners of the security securities, including the invalidity of the basis for their origin, as well as if the owner of the security is not its bona fide purchaser (Article 147.1).

2. Persons responsible for execution of an order security do not have the right to refer to the objections of other persons responsible for execution of this security.

3. Against a demand for execution on a certified security, the person indicated as responsible for execution on it may raise objections related to the forgery of such a security or challenging the fact of his signing the security (forgery of a security).

Article 146. Transfer of rights certified by documentary securities

1. With the transfer of the right to a documentary security, all rights certified by it are transferred in the aggregate.

2. The rights certified by a bearer security are transferred to the acquirer by handing over the security to him by the person who alienated it.

Rights certified by a bearer security may pass to another person regardless of its delivery in cases and on the grounds established by law.

3. The rights certified by an order security are transferred to the acquirer by handing it over with the making of an endorsement on it - an endorsement. Unless otherwise provided by this Code or the law, the rules on the transfer of bills of exchange established by the law on bills of exchange and promissory notes are applied to the transfer of order securities.

4. The rights certified by a registered documentary security are transferred to the acquirer by handing over the security to him by the person making its alienation, with a personal endorsement on it or in another form in accordance with the rules established for the assignment of a claim (assignment).

The norms of paragraph 1 of Chapter 24 of this Code apply to the transfer of rights certified by registered documentary securities in the order of assignment of a claim (assignment), unless otherwise established by the rules of this chapter, another law or does not follow from the essence of the relevant security.

5. In the event of failure to fulfill the obligation to transfer an order or registered documentary security, the acquirer has the right to demand its withdrawal from the person in whose possession it is located, with the exception of cases where the security bears an endorsement or endorsement of the person who made the alienation, according to which the rights are transferred to another face.

6. In case of failure to fulfill the obligation to make an endorsement or endorsement on an order or registered documentary security, the transfer of rights to an order or registered documentary security is carried out at the request of the acquirer on the basis of a court decision by making an inscription on the security by the person carrying out the execution of the court decision, which has the force of an endorsement or endorsement.

7. The transfer of rights certified by an order or registered security to another person on grounds other than transfer under an agreement is carried out by acquiring the right to the security in cases and on the grounds established by law.

8. The transfer of rights to order or registered securities is confirmed:

1) in case of inheritance - by a notary’s mark on the security itself, which has the force of an endorsement or endorsement of the previous copyright holder;

2) when selling such securities in the event of foreclosure on them - with a mark from the person authorized to sell the property of the owner of such securities;

3) in other cases - on the basis of a court decision with a mark from the person carrying out the execution of the court decision.

9. When recording rights to a registered documentary security, the rights are transferred to the person indicated in the security at the time a note on the transfer of rights is made in the records. The mark is made on the basis of a deed of transfer executed by the parties in the presence of the person carrying out the accounting in accordance with paragraph 4 of Article 143 of this Code, or on the basis of a notarized deed of transfer presented to the person carrying out the accounting by one of the parties.

10. If the person carrying out the accounting in accordance with paragraph 4 of Article 143 of this Code evades making a note on the transfer of rights in the records, the person in whose name the transfer deed was made may demand in court that the corresponding mark be made in the records.

Article 147. Responsibility for the validity of rights certified by a certified security

1. The person who transferred the certified security is liable for the invalidity of the rights certified by the security, unless otherwise provided by law.

The person who transferred the documentary security is responsible for the fulfillment of the obligation under it in the presence of an appropriate clause, as well as in other cases established by law.

2. The owner of a security who has discovered its forgery or falsification has the right to demand from the person who transferred the security to him the fulfillment of obligations under such security and compensation for losses.

Article 147.1. Peculiarities of claiming documentary securities from a bona fide purchaser

1. The reclaiming of documentary securities from someone else’s illegal possession is carried out in accordance with the rules of this Code on the reclaiming of things from someone else’s illegal possession with the features provided for by this article.

2. The right to reclaim documentary securities from someone else’s illegal possession belongs to the person who, at the moment when the securities left his possession, was their legal owner.

3. Bearer securities cannot be demanded from a bona fide purchaser, regardless of what right they certify, as well as order and registered securities certifying a monetary claim.

4. The right holder of a security who has lost it as a result of unlawful actions has the right to demand from the person who acquired it from a third party, regardless of whether such third party is a bona fide or dishonest purchaser, or is recognized as the legal owner, to return the security or compensate it market value, if the specified acquirer from whom the security is demanded, through his fraudulent or other illegal actions, contributed to the loss of the rights of the legal owner to the security or, as a previous owner, knew or should have known about the existence of rights of other persons to the security.

5. A person to whom a certified security has been returned from someone else’s illegal possession has the right to demand from the dishonest owner the return of everything received on the security, as well as compensation for losses; from the bona fide owner - the return of everything received on the security from the time when he learned or should have learned about the illegality of its possession or received from the court a notice of a claim filed against him to reclaim the security.

If the illegal owner has taken advantage of the pre-emptive right to acquire any property provided by the security, the person to whom the documentary security was returned from someone else’s illegal possession has the right to demand from such owner the transfer of the acquired property to him, subject to compensation for its value at the price of acquisition of the said property by the illegal owner, and the unscrupulous owner also has the right to demand compensation for losses.

Article 148. Restoration of rights under a certificated security

1. Restoration of rights under a lost bearer security is carried out by the court in the order of summons proceedings in accordance with procedural legislation upon the application of the person who has lost the security to recognize it as invalid and restore rights under the security.

2. A person who has lost an order security has the right to notify all persons obligated under it in writing, indicating the reasons for the loss.

An obligated person who has received a statement from a person who has lost an order security, if it is presented by another person, must suspend the execution of the security to the bearer and inform him of the applicant’s claims, as well as inform the applicant about the person who presented the security. If, within three months from the date of the person’s statement about the loss of the order security, the person who lost the security did not apply to the court with a corresponding demand to the bearer of the security, the obligated person must carry out execution to the bearer of the security. If a dispute between the person who lost the security and the person who presented the security is resolved by the court, execution is made to the person in whose favor the court decision was made.

In the absence of a dispute about the right to an order security, the person who has lost it has the right to demand execution from the obligated person in court.

3. Restoration of rights to a lost registered documentary security is carried out by the court in special proceedings in cases of establishing facts of legal significance, in accordance with procedural legislation, upon the application of the person who lost such a security, and in cases provided for by law, also other persons .

4. If records about the owners of registered documentary securities are lost, the person keeping records is obliged to immediately publish information about this in the media in which information about bankruptcy is subject to publication, and offer to the persons who were indicated as copyright holders in the records, submit registered securities within the period specified when publishing the information and which cannot be less than three months from the date of its publication.

Records of the owners of registered documentary securities must be restored by the person maintaining such records within a month from the date of expiration of the deadline for the presentation of securities by their owners.

If the person keeping the records evades the restoration of the accounts, they are subject to restoration by the court at the request of an interested person in the manner established by procedural legislation.

5. The person obligated under a registered documentary security and the person carrying out, on his behalf, the accounting of rights to securities, shall be jointly and severally liable for losses caused to the owners of such securities as a result of the loss of records or violation of the procedure and terms for restoring such records, if will not prove that the loss or violation occurred due to force majeure.

Article 148.1. Immobilization of certificated securities

In accordance with the law or in the manner established by it, documentary securities can be immobilized, that is, transferred for storage to a person who, in accordance with the law, has the right to store documentary securities and (or) record rights to securities. The transfer of rights to immobilized securities and the exercise of rights certified by such securities are regulated by Articles 149 - 149.5 of this Code, unless otherwise provided by law.

§ 3. Uncertificated securities

Article 149. General provisions on uncertificated securities

1. The persons responsible for the execution of a book-entry security are the person who issued the security, as well as the persons who provided security for the fulfillment of the corresponding obligation. Persons responsible for execution of a book-entry security must be indicated in the decision on its issue or in another act provided by law of the person who issued the security.

The right to demand from an obligated person performance under a book-entry security is recognized for the person indicated in the records as the copyright holder, or for another person who, in accordance with the law, exercises the rights under the security.

2. Accounting for rights to uncertificated securities is carried out by making entries in accounts by a person acting on behalf of the person obligated under the security, or by a person acting on the basis of an agreement with the copyright holder or with another person who, in accordance with the law, exercises rights under the security . Maintaining records of such rights is carried out by a person who has a license provided for by law.

3. Disposition, including transfer, pledge, encumbrance in other ways of uncertificated securities, as well as restrictions on the disposal of them, can be carried out only by contacting the person who records the rights to uncertificated securities to make appropriate entries.

4. The person who issued an uncertificated security and the person who, on his behalf, records the rights to such securities, shall be jointly and severally liable for losses caused as a result of violation of the procedure for recording rights, the procedure for performing transactions on accounts, loss of accounting data, and provision of false information about credentials, unless they prove that the violation occurred due to force majeure.

The person responsible for the execution of a book-entry security is not liable for losses caused as a result of violation of the procedure for recording rights by persons acting on the basis of an agreement with the copyright holder or with another person who, in accordance with the law, exercises rights under the security.

Article 149.1. Execution on uncertificated securities

1. Proper execution of an uncertificated security is considered to be the execution made by the obligated person to the persons specified in paragraph two of paragraph 1 of Article 149 of this Code.

The law may establish cases when, as of a certain date, a list of persons entitled to demand execution of uncertificated securities is fixed. The execution performed by such persons is considered proper.

2. In cases provided for by law, execution by persons other than those specified in paragraph 1 of this article is considered proper.

3. The rules provided for in paragraph 2 of Article 144 and Article 145 of this Code apply to relations related to the execution of uncertificated securities, unless this contradicts the essence of such securities.

Article 149.2. Transfer of rights under an uncertificated security and the occurrence of an encumbrance on an uncertificated security

1. The transfer of rights to uncertificated securities to the acquirer is carried out by writing off uncertificated securities from the account of the person who alienated them and crediting them to the account of the acquirer based on the order of the person who alienated them. The law or an agreement between the copyright holder and the person who records the rights to uncertificated securities may provide for other grounds and conditions for the write-off of securities and their crediting, including the possibility of writing off securities from the account of the person who made the alienation without submitting his order.

2. The rights to an uncertificated security pass to the acquirer from the moment the person responsible for recording the rights to uncertificated securities makes a corresponding entry in the acquirer’s account.

3. A pledge, encumbrance in other ways on uncertificated securities, as well as restrictions on their disposal arise after the person keeping records of rights makes a corresponding entry about the pledge, encumbrance or restriction on the account of the copyright holder or, in cases established by law, on the account of another person.

An encumbrance on uncertificated securities may also arise from the moment they are credited to the account in which, in accordance with the law, the rights to the encumbered uncertificated securities are recorded.

Making entries about a pledge or other encumbrance of uncertificated securities is made on the basis of an order of the copyright holder (pledge order, etc.), unless otherwise provided by law. Entries on changes in the terms of the encumbrance and on its termination are made on the basis of an order of the copyright holder with the consent in writing of the person in whose favor the encumbrance is established, or without such an order in cases provided for by law or by agreement of the copyright holder with the person accounting for rights to uncertificated securities , and the person in whose favor the encumbrance is established.

4. If the person who has carried out the alienation, or the person providing securities to secure the fulfillment of an obligation, evades from submitting to the person who records the rights to uncertificated securities an order to carry out an operation on the account, the acquirer or the person in whose favor the encumbrance of uncertificated securities is established , has the right to demand in court the making of entries on the transfer of rights to securities or on their encumbrance on the terms stipulated by the agreement with the person making the alienation or with the person providing securities to secure the fulfillment of the obligation.

If there are several persons in whose favor an obligation has been established to transfer or encumber rights to the same book-entry securities, if the operation to transfer or encumber them has not yet been carried out, the person in whose favor the obligation arose earlier has priority. and if this cannot be established - the person who first filed the claim.

5. Registration of the transfer of rights to uncertificated securities in the order of inheritance is carried out on the basis of a certificate of the right to inheritance presented by the heir (Article 1162).

The transfer of rights to uncertificated securities upon the sale of such securities in the event of a foreclosure on them is formalized on the basis of an order of a person authorized to sell the property of the copyright holder.

Registration of transfer of rights to uncertificated securities in accordance with court decision carried out by the person who records the rights on the basis of a court decision or on the basis of an act of the person carrying out the execution of the court decision.

6. Evasion or refusal of the person responsible for recording the rights to uncertificated securities to carry out an operation on the account may be challenged in court.

Article 149.3. Protection of violated rights of copyright holders

1. The copyright holder from whose account uncertificated securities were unlawfully written off has the right to demand from the person to whose account the securities were credited the return of the same number of relevant securities.

Uncertificated securities certifying only a monetary right of claim, as well as uncertificated securities acquired at organized auctions, regardless of the type of right being certified, cannot be claimed from a bona fide purchaser.

If uncertificated securities were acquired free of charge from a person who did not have the right to alienate them, the copyright holder has the right to reclaim such securities in all cases.

2. If uncertificated securities, which the copyright holder has the right to claim, were converted into other securities, the copyright holder has the right to claim those securities into which the securities written off from his account were converted.

3. The right holder, from whose account uncertificated securities were unlawfully written off, if there is an opportunity to purchase the same securities at organized trading, at his choice, has the right to demand from the persons who are liable to him for the losses caused by this, the acquisition of the same securities at their expense or reimbursement of all expenses necessary for their acquisition.

Article 149.4. Consequences of claiming uncertificated securities

1. If the right holder’s demand for the return of uncertificated securities is satisfied in accordance with paragraph 1 or paragraph 2 of Article 149.3 of this Code, the right holder shall enjoy, in relation to the person from whose account the securities were returned to him, the rights specified in paragraph 5 of Article 147.1 of this Code.

2. In the event of the exercise by unauthorized persons of the right to participate in the management of a joint-stock company or other right to participate in making a decision of a meeting, certified by uncertificated securities, the right holder may challenge the corresponding decision of the meeting, violating his rights and interests protected by law, if the joint-stock company or the persons whose will is expressed mattered when making the decision of the meeting, they knew or should have known about the existence of a dispute about the rights to uncertificated securities and the vote of the right holder could influence the decision.

A claim to challenge the decision of the meeting may be brought within three months from the day when the person entitled to the security learned or should have learned about the unlawful write-off of securities from his account, but no later than one year from the date the corresponding decision was made.

The court may uphold the decision of the meeting if invalidation of the decision would cause disproportionate damage to the creditors of the joint stock company or other third parties.

Article 149.5. Consequences of loss of accounts certifying rights to uncertificated securities

1. If records certifying rights to uncertificated securities are lost, the person recording the rights is obliged to immediately publish information about this in the media in which information about bankruptcy is subject to publication, and apply to the court to restore the records of rights. in the manner established by procedural legislation.

The requirement to restore the records of rights to uncertificated securities may be submitted by any interested party. Restoration of rights registration data is carried out in the manner established by procedural legislation. When restoring records of rights to uncertificated securities, entries about the rights holders are made on the basis of a court decision.

Information on the restoration of records of rights to uncertificated securities is published for public information in the media in which bankruptcy information is subject to publication, on the basis of a court decision at the expense of the person who carried out this accounting at the time of loss of records certifying rights to uncertificated securities .

2. Records on the registration of rights to uncertificated securities are not valid from the moment when the person recording the rights lost the records until the day the court decision on restoring the data on the registration of rights enters into legal force.