Law “On the Securities Market. Law on the securities market in the Russian Federation 39 Federal Law of April 22 96


Invalid

This Federal Law regulates the relations arising during the issue and circulation of issue-grade securities, regardless of the type of issuer, during the circulation of other securities in cases provided for by federal laws, as well as the specifics of the creation and activities of professional participants in the securities market.

Secures a set of property and non-property rights that are subject to certification, assignment and unconditional implementation in compliance with the form and procedure established by this Federal Law;

A share is an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. A share is a registered security.

A bond is an issue-grade security that secures the right of its owner to receive from the issuer of the bond its nominal value or other property equivalent within the period specified in it. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. The yield on a bond is interest and/or discount.

An issuer's option is an issue-grade security that secures the right of its owner to purchase, within the period specified therein and/or upon the occurrence of the circumstances specified therein, a certain number of shares of the issuer of such an option at a price specified in the issuer's option. An issuer option is a registered security. The decision to place the issuer's options and their placement are made in accordance with the rules established by federal laws for the placement of securities convertible into shares. In this case, the placement price of shares in fulfillment of the requirements for the issuer's options is determined in accordance with the price determined in such an option.

An issue of issue-grade securities is a collection of all securities of one issuer that provide the same volume of rights to their owners and have the same nominal value in cases where the presence of a nominal value is provided for by the legislation of the Russian Federation. The issue of issue-grade securities is assigned a single state registration number, which applies to all securities of this issue, and if, in accordance with this Federal Law, the issue of issue-grade securities is not subject to state registration, an identification number.

Additional issue of issue-grade securities - a set of securities placed in addition to previously placed securities of the same issue of issue-grade securities. Additional issue securities are placed on the same terms.

Issuer is a legal entity or executive authorities or local governments that bear, on their own behalf, obligations to the owners of securities to exercise the rights assigned to them.

Registered issue-grade securities are securities, information about the owners of which must be available to the issuer in the form of a register of owners of securities, the transfer of rights to which and the exercise of the rights assigned to them require mandatory identification of the owner.

Issue-grade bearer securities are securities, the transfer of rights to which and the exercise of the rights secured by them do not require identification of the owner.

The documentary form of issue-grade securities is a form of issue-grade securities in which the owner is identified on the basis of presentation of a properly executed security certificate or, in the case of depositing one, on the basis of an entry in a securities account.

The uncertificated form of issue-grade securities is a form of issue-grade securities in which the owner is identified based on an entry in the system for maintaining the register of securities owners or, in the case of depositing securities, based on an entry in a securities account.

A security certificate is a document issued by the issuer and certifying the totality of rights to the number of securities specified in the certificate. The owner of securities has the right to demand from the issuer the fulfillment of his obligations on the basis of such a certificate.

Placement of issue-grade securities is the alienation of issue-grade securities by the issuer to the first owners through the conclusion of civil transactions.

The issue of securities is the sequence of actions of the issuer for the placement of issue-grade securities established by this Federal Law.

Professional participants in the securities market are legal entities that carry out the types of activities specified in Chapter 2 of this Federal Law.

A financial consultant on the securities market is a legal entity licensed to carry out brokerage and/or dealer activities on the securities market, providing services to the issuer in preparing a securities prospectus.

A bona fide purchaser is a person who acquired securities, made payment for them and at the time of acquisition did not know and could not know about the rights of third parties to these securities, unless proven otherwise.

State registration number is a digital (alphabetic, symbolic) code that identifies a specific issue of securities subject to state registration.

Public placement of securities - placement of securities through open subscription, including placement of securities at organized auctions. The placement of securities intended for qualified investors in organized trading is not a public offering.

Listing of securities - inclusion of securities by the trade organizer in the list of securities admitted to organized trading, including inclusion of securities by the exchange in the quotation list.

Delisting of securities is the exclusion of securities by the trade organizer from the list of securities admitted to organized trading, including the exclusion of securities by the exchange from the quotation list.

Identification number is a digital (letter, character) code that identifies a specific issue (additional issue) of equity securities that is not subject to state registration.

Russian depositary receipt is a registered emission security that has no par value, certifying ownership of a certain number of shares or bonds of a foreign issuer (represented securities) and securing the right of its owner to demand from the issuer of Russian depositary receipts to receive in exchange for a Russian depositary receipt the corresponding number of represented securities securities and the provision of services related to the exercise by the owner of a Russian depositary receipt of the rights secured by the represented securities. If the issuer of the represented securities assumes obligations to the owners of Russian depositary receipts, the specified security also certifies the right of its owner to demand the proper fulfillment of these obligations.

1) the obligation of the parties or parties to the agreement to periodically or at a time pay sums of money, including in the case of claims by the other party, depending on changes in prices for goods, securities, the exchange rate of the relevant currency, interest rates, inflation rates, values ​​calculated for based on prices of derivative financial instruments, values ​​of indicators constituting official statistical information, values ​​of physical, biological and (or) chemical indicators of the state of the environment, from the occurrence of a circumstance indicating non-fulfillment or improper fulfillment of their duties by one or more legal entities, states or municipalities (except for a surety agreement and an insurance agreement), or another circumstance that is provided for by federal law or regulations of the federal executive body for the securities market and in relation to which it is unknown whether it will occur or not, as well as from changes in values ​​calculated on the basis of one or a combination of several indicators specified in this paragraph. Moreover, such an agreement may also provide for the obligation of the parties or parties to the agreement to transfer securities, goods or currency to the other party, or the obligation to enter into an agreement that is a derivative financial instrument;

1. The activities of maintaining the register of securities owners are the collection, recording, processing, storage of data constituting the register of securities owners, and the provision of information from the register of securities owners.

Only legal entities have the right to maintain the register of securities owners.

The person carrying out the activities of maintaining the register is called the register holder. The holder of the register, on behalf of the issuer or the person obligated for securities, may be a professional participant in the securities market who has a license to carry out activities related to maintaining the register (hereinafter referred to as the registrar), or in cases provided for by federal laws, another professional participant in the securities market.

The registrar does not have the right to carry out transactions with the securities of the issuer, the register of owners of which it maintains.

The register of securities owners (hereinafter also referred to as the register) is a system of records formed at a certain point in time about persons for whom personal accounts have been opened (hereinafter referred to as registered persons), records about securities accounted for in these accounts, records about the encumbrance of securities and other records in accordance with the legislation of the Russian Federation.

The register holder carries out its activities in accordance with federal laws, regulations of the Bank of Russia, as well as the rules for maintaining the register, which the register holder must approve. The requirements for these rules are established by the Bank of Russia.

There is no register for bearer securities.

Registered persons are required to comply with the requirements for providing information and documents to the registry holder as provided for in the rules of maintaining the register.

The paragraph is no longer valid. - Federal Law of June 29, 2015 N 210-FZ.

The agreement for maintaining the register is concluded with only one legal entity. The register holder may maintain registers of owners of securities of an unlimited number of issuers or persons liable for securities.

The holder of the register of owners of securities intended for qualified investors has the right to credit the specified securities to the owner’s personal account only if he is a qualified investor by virtue of federal law or is not a qualified investor, but acquired the specified securities as a result of universal legal succession, conversion, including during reorganization, distribution of property of a liquidated legal entity and in other cases established by the Bank of Russia.

3. The responsibilities of the register holder include:

1) open and maintain personal and other accounts in accordance with the requirements of this Federal Law and regulations of the Bank of Russia;

2) provide a registered person whose personal account accounts for more than one percent of the issuer’s voting shares with information from the register about the name of the registered persons and the number of shares of each category (each type) recorded in their personal accounts;

3) inform registered persons, upon their request, about the rights secured by securities, the methods and procedure for exercising these rights;

4) provide the registered person, upon his request, with an extract from the register of his personal account;

5) immediately publish information about the loss of records certifying rights to securities in the media in which information about bankruptcy is subject to publication, and apply to the court with an application to restore records of rights to securities in the manner established by the procedural legislation of the Russian Federation Federations;

6) fulfill other duties provided for by this Federal Law, other federal laws and regulations of the Bank of Russia adopted in accordance with them.

3.1. The register holder carries out operations related to the placement, issue or conversion of securities based on the order of the issuer of securities (the person obligated for the securities), unless otherwise provided by federal laws and regulations of the Bank of Russia.

3.2. Requirements for the content of orders of registered persons, the issuer (person obligated for securities) to conduct transactions on a personal account are established by the Bank of Russia. The holder of the register does not have the right to present additional requirements when conducting transactions on a personal account, in addition to the requirements established by this Federal Law and regulations of the Bank of Russia.

3.3. The registry holder executes the order of the registered person to carry out a transaction on a personal account or refuses to carry out such an operation within three working days from the date of receipt of the said order, unless a different period is provided for by federal laws and regulations of the Bank of Russia.

3.4. Refusal or evasion of conducting a transaction on a personal account is not permitted, except in cases provided for by federal laws and regulations of the Bank of Russia.

3.5. The holder of the register, at the request of a registered person, is obliged to provide an extract from the register on his personal account within three working days from the date of receipt of such a request. An extract from the register must contain the information established by regulations of the Bank of Russia as of the date specified in this extract.

3.6. The remuneration of the register holder for compiling a list of persons exercising rights under securities should not exceed the costs of compiling it. The amount of remuneration of the register holder for compiling a list of securities holders is determined by the agreement of the register holder with the issuer (the person obligated for the securities).

3.7. The registry holder has the right to charge registered persons a fee for conducting transactions on personal accounts and for providing information from the registry. The register holder does not have the right to charge a fee in the form of a percentage of the value of the securities in respect of which a transaction is carried out on a personal account. The maximum fee charged by the register holder from registered persons for conducting transactions on personal accounts and for providing information from the register, and (or) the procedure for determining it are established by the Bank of Russia.

When placing securities, an extract from the register is provided to the owner of the securities free of charge.

3.8. The issuer has the right to perform part of the functions of the registrar provided for in paragraph 4 of Article 8.1 of this Federal Law for securities placed by the issuer, if this is provided for in the agreement to maintain the register. In this case, the issuer is obliged to comply with the requirements of paragraph 5 of Article 8.1 of this Federal Law. In this case, the period for carrying out (refusal to carry out) a transaction on a personal account begins from the date the issuer receives documents for carrying out a transaction on a personal account, except for cases established by regulations of the Bank of Russia.

3.9. The holder of the register is responsible for the completeness and accuracy of the information provided from the register, including that contained in the extract from the register on the personal account of the registered person. The registry holder is not liable if information from the registry is provided by the previous registry holder during the period of maintenance of the registry, if such information corresponds to the data received from the previous registry holder when transferring the said register.

3.10. The register holder shall compensate the owners of securities and other persons who, in accordance with federal laws, exercise rights under securities, for losses caused by unlawful actions (inaction) of the register holder.

The issuer (the person obligated for securities) and the register holder are 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 (the procedure for maintaining the register), loss of accounting data, provision of incomplete or unreliable information from the register, if will not prove that the violation occurred due to force majeure.

A debtor who has fulfilled a joint and several obligation has the right to reclaim (recourse) against another debtor in the amount of half the amount of the compensated losses, unless otherwise provided by this paragraph. The conditions for the exercise of this right (including the amount of the reverse claim (recourse)) may be determined by an agreement between the issuer of securities or the person obligated under the securities and the holder of the register. The terms of the agreement establishing the procedure for distributing liability or releasing one of the parties to such an agreement from liability in the event of damages caused by the fault of at least one of the parties, they are void. If only one of the joint debtors is at fault, the guilty debtor does not have the right of recourse (recourse) against the innocent debtor, and the innocent debtor has the right of recourse (recourse) against the guilty debtor. the amount of the entire amount of compensated losses. If both joint and several debtors are at fault, the amount of the inverse claim (recourse) is determined depending on the degree of guilt of each joint debtor, and if it is impossible to determine the degree of guilt of each of them, the amount of the inverse claim (recourse) is half the amount of the compensated losses.

3.11. In the event of termination of the agreement for maintaining the register, the register holder transfers to the register holder specified by the issuer (the person obligated for the securities) the register drawn up on the date of termination of the agreement, and documents related to maintaining the register. The list of these documents, as well as the procedure and timing for the transfer of the register and these documents are established by regulations of the Bank of Russia. All extracts issued by the person maintaining the register after transfer of the register to another register holder are invalid.

3.12. After the termination of the agreement for maintaining the register, transactions on personal accounts for debiting and crediting securities, establishing encumbrances and restrictions on the disposal of securities are prohibited until the maintenance of the register is resumed on the basis of the agreement.

3.13. The person who maintained the register provides information and documents available to him related to his maintenance of this register to the issuer (the person liable for securities) at his request, the Bank of Russia, courts and arbitration courts (judges), with the consent of the manager investigative body - preliminary investigation bodies on cases in their proceedings, as well as internal affairs bodies when they carry out the functions of identifying, preventing and suppressing crimes in the economic sphere, with the consent of the head of these bodies.

3.14. Upon termination of the contract for maintaining the register, the register holder, no later than the next business day, is obliged to disclose information about this in the manner prescribed by the regulations of the Bank of Russia.

3.15. If the register holder is replaced, the issuer (the person obligated for the securities) discloses (provides) information about this in the manner established by the Bank of Russia.

4. Maintaining a register of owners of securities that are not equity securities, including investment shares of mutual funds, mortgage participation certificates, is carried out in accordance with the requirements of this Federal Law and taking into account the specifics established by other federal laws and others adopted in accordance with them by regulatory legal acts of the Russian Federation.

The regulation of legal relations in the Russian financial market is established by a number of regulations. Federal Law No. 39-FZ “On the Securities Market” is considered fundamental among them. Having entered into force on April 25, 1996, it replaced the Regulations on the issue and circulation of securities and stock exchanges in the RSFSR.

First of all, the law on the securities market defines the concept of the owner of shares in the financial market, lists the features and rights of trading participants. It further sets out the requirements for management bodies and employees of professional participants in the sphere of securities circulation.

Section 3 is devoted to the issue and procedure for circulation of valuable documents. Separate chapters cover issues of information support for the process of turnover of shares and other expensive documents, and the application of sanctions for illegal transactions with them. The role and place of the Central Bank of Russia in exercising control over financial markets are given special chapters in Section 5.

The provisions of the law regarding brokerage activities, the work of a depository, maintaining a securities register, etc. apply for the most part to professional participants in exchange trading. It is important for ordinary investors to study the standards set out in Federal Law 39, as well as the rules of state regulation of the securities market.

The law contains 53 articles, grouped into 13 chapters into 6 sections. As of today, the latest edition dated July 23, 2018 is relevant with additions made by two regulations: No. 75-FZ dated April 18, 2018 and No. 90-FZ dated April 23, 2018. It is possible that there will be further adjustments in the near future. The fact is that the law on insider knowledge, adopted on July 26, 2018, clarified some of the rules against market manipulation. In particular, additional requirements are imposed on professional participants in the securities market, whose employees regularly receive insider information from clients. Be that as it may, any editing of the law on the RSB is aimed at promoting the development of the financial market.

Structured bond as a new type of securities

Legislative innovations regarding the issue and procedure for working with securities are as follows:

1. The concept of a bond is clarified and enshrined in the third part of Article 2;

2. Its new type was introduced – a structural bond;

3. Additional article 27.1-1 defines the features of the issue and circulation of new issue-grade securities;

4. The circle of investors who have the right to purchase them has been expanded. Clause 13.1 of Article 44 provides for a special procedure for the sale of these debt securities to individuals who are not individual entrepreneurs and qualified investors.

Structural bonds are interesting because, compared to classic bonds and bank deposits, they have a higher yield. The size of payments on them may be less than the nominal value. Early redemption of bonds by decision of the issuer is prohibited. In addition to cash, payments are provided in the form of other property. Due to the fact that the securities market has recently seen a downward trend in discount rates and interest rates, the newly introduced bond can be considered as an alternative to conventional bonds or deposits.

Qualified investor and bond issuer – specialized financial company

Regarding the legal status of such a securities market participant as specialized financial companies, significant amendments have been made to 39-FZ:

1. The wording of Articles 15.1 and 15.4 and the addition of Article 42 with paragraph 26 provide an expanded interpretation of the civil rights and obligations of specialized financial companies. In particular, the obligations arising from such a company to third parties relate not only to working with bonds, but also to ensuring its activities;

2. In addition to credit institutions, dealers and brokers, other issuers of securities have been identified. Subclause 1.2 of clause 2 of Article 51.2 establishes that they are those specialized financial companies “which, in accordance with the goals and subject of their activities, have the right to issue structured bonds”;

3. The introduction of additions to Article 15.1 is associated with clarification of the goals and subject of activity of specialized financial companies.

Since the relationships that arise during the issuance and circulation of securities are very multifaceted, editing 39-FZ securities is an almost permanent process. So, by the end of this year the following will happen:

  • changes adopted by Federal Law No. 75-FZ of April 18, 2018 regarding the regulation of structured bonds and clarifying the legal status of specialized financial companies will come into force on October 16, 2018;
  • ​from December 21, 2018, amendments regarding investment consulting activities introduced by Federal Law No. 397-FZ of December 20, 2017 will come into effect.

However, it will not be possible to assess the overall effectiveness of Federal Law No. 39-FZ “On the Securities Market” in the new edition immediately, but only after a certain time.

The securities market is the economic turnover of shares and financial relations between their owners. In other words, this is the financial part of the market in which exchange-traded instruments are used. Securities are a type of financial instrument.

In accordance with the Civil Code of the Russian Federation, a security is a document of standard form and data that defines the property rights of the owner. You can transfer or exercise these rights if you hold at least one share. Article 128 of the Civil Code states that a security determines civil rights to movable property.

This Federal Law regulates the relations that arise during the circulation of securities. The type of issuer does not matter. The peculiarities of circulation of other shares, which are provided for by professional market participants, are also taken into account.

In addition, this Federal Law determines the rules according to which tenders are organized. Securities are admitted to trading if they are accounted for. Accounting is carried out on the basis of the current Federal Law. The exchange takes into account the listing after including them in the quotation lists. Being included in such lists means that owners are allowed to trade.

Accounting for securities is carried out only after concluding an agreement with the issuer.

The exception is cases in which:

  • In accordance with the law, accounting is carried out by federal government authorities or the Bank of Russia;
  • Accounting is carried out by the trader himself, if he himself is the owner of the securities;
  • They are not included in the quotation lists if the securities were registered at another trading event;
  • Other cases provided for by this Federal Law.

The Federal Law “On the Securities Market” was adopted by the State Duma on March 20, 1996, and approved by the Federation Council on April 11 of the same year. The latest changes were made in the last revision on June 30, 2017.

Summary of the Federal Law:

  • Chapter 1 - Describes the relations that are determined by this Federal Law;
  • Chapter 2 - Lists the types of professional activities in the securities market;
  • Chapter 3 - Describes the admission of shares to trading;
  • Chapter 4 - Defines the main provisions on equity securities;
  • Chapter 5 - Defines the basic concept of emissions;
  • Chapter 6 - Describes the circulation of securities;
  • Chapter 7 - Discloses information to the market;
  • Chapter 8 - Describes the purposes for which proprietary information can be used;
  • Chapter 9 - Describes the rules of advertising on the market provided for by this Federal Law;
  • Chapter 10 - Lists the basics of market regulation;
  • Chapter 11 - Regulates the activities of professional participants in the market;
  • Chapter 12 - Lists the functions and powers of the Bank of Russia;
  • Chapter 13 - Describes the self-regulatory organization in the field of the financial market.

Last changes

As mentioned above, the date of amendments to the law in the last edition was June 30, 2017. Two articles were amended: article 14 and article 17.2.

Article 14

In subparagraph 1 of Article 14 of this law, the sentence “ listing of federal government securities or bonds of the Bank of Russia.”

Article 17.2

Article 17.2 of this law was supplemented by paragraph 7. It states that the provisions and rules of the current article do not apply to the procedure for the Bank of Russia to purchase securities under repurchase agreements.

Below are articles in which no changes were made during the last edition. However, they contain important information.

Article 1

Article 1 of the Federal Law “On the Stock Market” defines the subject of regulation of this Federal Law. These are relationships that arise in the case of circulation and issue of securities. The type of issuer does not matter. The article also describes that other promotions that are provided for by Federal Law may participate.

Article 2

Article 2 of the Federal Law “On the Securities Market” describes the basic concepts that are used in this Federal Law.

For example:

An issue-grade security is any share that is characterized in the following aspects:

  • Takes into account property and non-property rights;
  • Has the same terms and scope for exercising the right. The time of acquisition of shares does not play a big role;
  • Published in editions.

A share is an issue-grade security that has one owner, who is also a shareholder.

A bond is an issue share. According to the law, its owner has the right to receive its face value at any time. In some cases, the owner may receive a fixed percentage of the face value or other property rights. The income from a bond is equivalent to interest on profits.

An issuer is a legal entity, a local government body, an executive body of state power or another organizer of the event. He is responsible to the owner of the securities or to himself. In other words, he ensures that the rights attached to these shares are not violated.

Article 8

Article 8 of the Federal Law “On Securities Markets” describes the work of maintaining records of owners of securities.

In the course of such work, several processes are involved:

  • Accounting;
  • Information control;
  • Storage of information.

Such work should be carried out exclusively by legal entities. If a person expresses a desire to maintain the register, he is renamed as the registry holder. At the request of the issuer, a securities market participant may become the holder of the register. The main condition is to have a license with you, the validity of which allows you to maintain a register. Other cases provided for by federal laws are also possible.

Article 30

Article 30 of the Federal Law “On the Securities Market” defines the concept of “disclosure of information”. In other words, the term information disclosure means the availability of information to all interested parties. In other words, the information disclosed does not require privileges to gain access under the law. If a share prospectus or Russian depositary receipts are registered, access to the information is carried out on the market.

Download the Federal Law “On the Securities Market”

The Federal Law “On the Securities Market” includes 13 chapters and 53 articles. It determines the owners of shares in the financial market. Lists the characteristics and rights of specific persons who can participate in the auction. To analyze the main aspects in more detail, read the changes, additions and amendments to legislative provisions, download 39-FZ.