THE CIVIL CODE OF THE RUSSIAN FEDERATION
Chapter 7. The Securities
See Federal Law No. 39-FZ of April 22, 1996 on the Securities Market, Federal Law No. 136- FZ of July 29, 1998 on the Peculiarities of the Issuance and Trading of State and Municipal Securities
Article 142. The Security
- The security shall be a document, confirming, with the observance of the established form and obligatory requisites, the property rights, whose exercising or transfer shall be possible only upon its presentation.With the transfer of the security, all the rights, certified by it, shall also be transferred in their aggregate.
- In the cases, stipulated by the law, or in conformity with the order, established by the law for the exercising and the transfer of the rights, confirmed by the security, it shall be sufficient to present proofs of their being confirmed in the special register (a common-type or a computerized one).
Article 143. The Kinds of Securities
To the securities shall be referred: the government bond, the bond, the promissory note, the cheque, the deposit and the savings certificates, the savings-bank book to bearer, the bill of lading, the share, the privatization securities and also the other documents, which have been referred to the securities by the laws on the securities or in conformity with the order, established by these laws. Concerning types of securities see Federal Law No. 39-FZ of April 22, 1996 on the Securities Market. On Mortgage Securities, see Federal Law No. 152-FZ of November 11, 2003
Article 144. The Demands of the Security
- The kinds of the rights, certified by the securities, the obligatory requisites of the securities, the demands made on the form of the securities and the other indispensable requirements shall be defined by the law or in conformity with the law-established order.
- The absence of the indispensable requisites of the security or the non-correspondence of the security to the form, established for it, shall entail its insignificance.
Article 145. The Subjects of the Rights, Certified by the Security
- The rights, certified by the security, may belong to:
- the bearer of the security (the security to bearer);
- the person, named in the security (the registered security);
- the person, named in the security, who shall exercise these rights himself or shall appoint by his instruction (order) another authorized person (the order security);
- The law may preclude the possibility of issuing a certain kind of securities as the registered ones, or the order ones, or those to bearer.
Article 146. Transfer of the Rights by the Security
- To effect the transfer to another person of the rights, certified by the security to bearer, it shall be sufficient to hand over the given security to the said person.
- The rights, certified by the registered security, shall be transferred in accordance with the order, established for ceding the demands (the cession). In conformity with Article 390 of the present Code, the person, transferring the right by the security, shall bear responsibility for the invalidity of the corresponding demand, but not for its non-execution.
- The rights by the order security shall be transferred by making a transfer superscription (endorsement) on the security in question. The endorser shall bear responsibility not only for the existence of the right, but also for its exercising.
The endorsement, effected on the security, shall transfer all the rights, certified by the security, to the person, to whom, or to whose jurisdiction, the rights by the security are being transferred – i.e., to the endorsee. The endorsement shall be either a blank one (without the indication of the person, to whom or to whose jurisdiction the execution shall be due), or an order one (indicating the person, to whom or to whose jurisdiction the execution shall be due).The endorsement may amount only to the order to exercise the rights, certified by the security, without transferring these rights to the endorsee (the turnover endorsement). In this case, the endorsee shall come out in the capacity of the representative. Concerning the transfer of rights to securities and the realization of rights fixed by securities see also Federal Law No. 39-FZ of April 22, 1996 on the Securities Market
Article 147. Execution by the Security
- The person, who has issued the security, and all those persons, who have endorsed it, shall bear the joint liability to its legal owner. In case of the satisfaction of the demand of the legal owner of the security concerning the execution of the obligation, certified by it, by one or by several persons from among those who have assumed the obligation by the security to him, they shall acquire the right of the reverse demand (the right of regress) to the rest of the persons, who have assumed the obligation by the security.
- The refusal to execute the obligation, certified by the security, with a reference to the absence of the ground for the obligation or for its invalidity, shall not be admitted.
The owner of the security, who has discovered that the security has been forged or falsified, shall have the right to claim that the person, who has handed over this paper to him, properly execute the obligation, certified by the security, and recompense the losses.Concerning the realization of rights fixed by securities see also Federal Law No. 39-FZ of April 22, 1996 on the Securities Market
Article 148. Restoration of the Security
The restoration of the rights by the lost securities to bearer and by the order securitiesshall be effected by the court in conformity with the procedure, stipulated by the procedural legislation.
Article 149. The Non-Documentary Securities
- In the law-stipulated cases or in conformity with the law-established procedure, the person, who has been granted a special license, shall be able to effect the fixation of the rights, confirmed by the registered or by the order security, including in the non-documentary form (using the computer technology, etc.). To this form of the fixation of the rights shall be applied the rules, laid down for the securities, unless otherwise following from the specifics of the fixation.The person, who has effected the fixation of the right in the non-documentary form, shall be obliged, upon the demand of the owner of the right, to issue to him the document, testifying to the fact that the right has been fixed.The rights, certified by way of the above-said fixation, the procedure for the official fixation of the rights and the owners of the rights, for the documentary confirmation of the entries and for performing operations with the non- documentary securities shall be defined by the law or in conformity with the procedure, established by it.Concerning requirements to non-documentary securities see Federal Law No. 39-FZ of April 22, 1996 on the Securities Market
- Operations with the non-documentary securities may be performed only drawing on the services of the person, who has been officially authorized to make the entries on the rights. The transfer, granting and restriction of the rights shall all be officially fixed by this person, who shall bear responsibility for the safety of the official entries, for guaranteeing their confidentiality, for the issue of true information on such entries, and for making official entries on the performed operations.