A security represents a document confirming property rights and is a physical object. The concept of uncertificated securities implies information on the ownership of part of the capital displayed in the register.
What are financial instruments?
Financial instruments are objects of law with which transactions are carried out. For them in the domestic Civil Code there is an explanatory definition:
Uncertificated shares
In 2014, the Civil Code defined so-called uncertificated shares. By law, any financial instruments have a number of characteristic features:
It is noteworthy that until 2014, uncertificated securities did not have their own concept. In the legislation of the Russian Federation they were defined as a paper document. The civil code of our country was loyal to the existence of electronic commerce and even regulated it, but a number of countries still did not recognize such tools as existing assets. This happened because the main feature of a particular share or bond was recognized as a documentary form.
Division into types
Due to the fact that uncertificated securities do not tend to have a material embodiment, they cannot be transferred to the holder and cannot be provided to the issuer. It follows that bearer shares and bonds should be issued as tangible instruments. Only order-based and registered financial instruments can do without a physical basis. Certain types are used in our country's circulation.
Registered shares
Registered shares are uncertificated securities that are part of capital, which are usually sold to a specific person or company. The owner's initials appear directly on the shares and in the accounting registers. By endorsement, the rights of existing property are transferred. Registered shares are considered indivisible. In some cases, trading in such assets without a decision from the issuer is prohibited. What other non-documentary form of securities exists?
Investment units
Investment shares are documents that indicate ownership of part of the property of the Mutual Investment Fund. Any information about the amount is on the certificate forms or in the register. They can be transferred using an endorsement.
Registered bonds
These uncertificated securities are debt obligations of the issuer to any person whose name appears on the document or is recorded in the register.
IOUs
Debt receipts or bills of exchange whose owner is listed in the register are prohibited from being transferred to third parties. An exception is the procedure for applying the assignment of rights.
The electronic form cannot be applied to all order and registered assets. Registered deposits and checks are types of instruments that cannot be used for free trading. Thanks to this, there is no need to put them up for sale in electronic format. 
Mortgages are also registered documents, but according to existing laws only their paper form is allowed. There have been ongoing disputes for several years, thanks to which it is likely that the mortgage will be approved electronically in the near future.
This is what a registered uncertificated security is.
Derivatives are also considered assets. These instruments are allowed for sale in the same way as others, but the object of rights in such situations are exclusively shares. Derivatives are traded electronically throughout the world. This is considered one of the fastest and most expedient types of transactions.
Secondary securities and derivatives include options and depositary receipts. They exist to transfer rights that arise from primary bonds and shares. Electronic trading is used to achieve security and speed of transactions, as well as to further simplify the procedure and comfort.
Transactions with uncertificated securities
Securities issued electronically are usually included in the register, and the decision on their issue is made in the manner prescribed by law. The issuer is responsible for securing the asset; this is always indicated in the decision to issue. The right of the security holder is recorded in the owner's securities account.
The method of accounting for uncertificated shares is identical to the method of registering documentary information. Since the entry in the custody account and register is the only evidence that the holder can assert his rights, the accounting process is subject to strict requirements. 
In 2013, the responsibility for compiling securities registers was transferred to third-party organizations; issuers, in turn, were exempted from this need. Any activity of registrars requires licensing; they are also responsible for maintaining data and accuracy. Conducting a transaction with financial instruments that do not have a documentary form involves a system of entering new information data into the register.
The registers must include the following details:
- Issuer details;
- name of the asset;
- rights, content and denomination;
- validity;
- information about the issuer;
- serial numbers;
- signatures of authorized persons.
Any actions with assets that do not have paper media can only be carried out using electronic trading. To carry out a transaction, an electronic signature is required, which serves as proof of the owner’s identity. Certification services throughout the country are engaged in issuing electronic digital signatures. The form and procedure for the holder's participation in the auction are prescribed and determined by the legislation of the Russian Federation. What else does the concept mean? book-entry security?
Encumbrance as a prohibition on the disposal of one's property
Any restrictions placed on uncertificated securities must be entered into the register by an authorized person. In accordance with the law, they can be initiated by the holder himself or can be independently appointed by regulatory authorities. Encumbrance means depriving the owner of the right to dispose of his property. 
In situations with securities, this can lead to a ban on conducting transactions with a number of any assets, as well as to the absolute blocking of the holder's account. Types of encumbrances can be:
- partial restriction on operations, which is initiated by the owner himself;
- arrest;
- foreclosure;
- pledge.
In cases where a ban on the disposal of one’s property arises on the initiative of the holder himself, he is required to provide the registrar with written permission. Foreclosure can be initiated by authorized bodies, namely courts of all levels. At the initiative of the holder, information about the encumbrance in the form of a pledge is required.
In cases where the owner of the assets did not take care to change the information, the person against whom the encumbrance was established has every right to go to court. A court order imposing restrictions will order the registrar to enter this information into the register.
Any information about all transactions with uncertificated securities is kept by the registrar. In cases of loss of such information, any rights that the holders had are recognized as invalid until the accounting information is restored and the court confirms its true accuracy. 
The history of the securities market in Russia has repeatedly indicated that the reliability of an asset does not at all depend on the form of financial instruments. Documentary or uncertificated securities contain all information required by law. And this provides a guarantee for the implementation of the holder’s rights according to the type of his financial document. Profitability and reliability are determined based on financial analysis data and are absolutely independent of the form of trading.
We looked at documentary and uncertificated securities.
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 of a mutual investment fund, bill of lading, bonds, checks and other securities named as such in the law or recognized as such in the law ok.
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 type, since documentary and uncertificated securities 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 the rights to the paper, as a general rule, the rights from the paper also pass.
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 indicated in it at the time the note on the transfer of rights is made in the records. 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. Thus, until October 1, 2013, civil legislation 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 No. 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 procedure of special proceedings 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.
4.2.Classification (types) of securities
Documentary and uncertificated securities.
Documentary securities
According to clause 2 art. 143.1“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.”
According to clause 2 art. 147.1 Civil Code of the Russian FederationThe right to reclaim documentary securities from someone else’s illegal possession belongs to the person who, at the time the securities left his possession, was their legal owner.
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 (clause 3 of Article 147.1 of the Civil Code of the Russian Federation).
! What rights do the owner of a security who has lost it as a result of unlawful actions and the person to whom a certified security has been returned from someone else’s illegal possession have?
Art. 148.1 of the Civil Code of the Russian Federation introduces the concept of immobilization of documentary securities -transfer for storage to a person who, in accordance with the law, has the right to store documentary securities and (or) record rights to securities.
2.Uncertificated securities
The provisions on uncertificated securities set out in the Law largely duplicate the existing rules on issue-grade securities. So, in clause 1 art. 149 Civil Code of the Russian Federation determined that the person responsible for execution of a book-entry security is the person who issued the security, as well as the persons who provided security for the fulfillment of the corresponding obligation. Such persons must be indicated in the decision on the issue or in another act of the issuer provided for by law.
The issue of the person who has the right to demand execution of uncertificated securities is resolved in paragraph 1 of Art. 149 of the Civil Code of the Russian Federation: this is the person who is indicated in the accounting records as the copyright holder, or another person who, in accordance with the law, exercises rights under securities .
An uncertificated security cannot have a beneficial owner because uncertificated securities are not things.
As a general rule, the transfer of rights to uncertificated securities is carried out by making an entry in the system for recording rights to such securities. An important role in the circulation of uncertificated securities is played by the person who records the rights under them. IN clause 3 art. 149 Civil Code of the Russian Federation determined that any disposal (limitation of disposal) of uncertificated securities, as well as their encumbrance, can only be carried out by contacting such a person u.
Liability for losses caused as a result of violation of the accounting procedure, the procedure for performing transactions on accounts, loss of credentials, provision of false information about credentials, are borne by the issuer (other person obligated under the securities) and the registrar (clause 4 of article 149 of the Civil Code of the Russian Federation). They may be released from liability if they prove that these violations occurred due to force majeure.
IN para. 2 p. 1 art. 149.1 Civil Code of the Russian Federation stated that the law may establish cases when execution on uncertificated securities must be carried out in accordance with the list of persons who have the right to demand execution on uncertificated securities on a certain date.
The transfer of rights to uncertificated securities also differs from the transfer of rights to documentary securities due to the peculiarities of fixing rights to them. According to clause 1 art. 149.2 Civil Code of the Russian Federationtransfer of rights to uncertificated securities is carried out by writing them off 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. Other grounds and conditions for the transfer of rights to uncertificated securities may be provided for by law or by an agreement between the copyright holder and the registrar (depository). The said agreement or the law may also provide for the possibility of writing off securities from the account without submitting an order from the alienator.
Making entries in the system for recording rights to uncertificated securities (in the register) in a number of cases can be carried out forcibly if the person who made the alienation or the person providing securities to secure the fulfillment of an obligation evades issuing the corresponding order.
The Law establishes a ban on the vindication of uncertificated securities that certify only monetary rights of claim, as well as such uncertificated securities that were acquired at organized auctions, regardless of the type of right being certified (clause 1 of Article 149.3 of the Civil Code of the Russian Federation).
In addition, the legislator limited the ability to demand the return of uncertificated securities that certify only a monetary right of claim, as well as uncertificated securities acquired on an organized market, regardless of what right they certify. In such situations, reclaiming uncertificated securities from a bona fide purchaser is not allowed (paragraph 2, clause 1, article 149.3 of the Civil Code of the Russian Federation).
The opposite rule applies to uncertificated securities that were purchasedfree of charge from the person , unauthorized to alienate them. The copyright holder has the right to demand their return in any case.(paragraph 3, clause 1, article 149.3 of the Civil Code of the Russian Federation).
According to the method of formal legitimation (designation) of an authorized person (Article 143 of the Civil Code).
Bearer
Warrants
Personalized
Bearer according to clause 2 of Art. 143 Civil Code of the Russian Federationis a certificated security for which the person authorized to demand execution on it is recognized as its owner.
According to clause 2 art. 146 Civil Code of the Russian Federationthe 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.
Restoration of rights to a lost bearer security is carried out by the court in summons proceedings in accordance with procedural legislation upon the application of the person who lost the security to recognize it as invalid and restore rights to the security(Clause 1 of Article 148 of the Civil Code of the Russian Federation).
An order certificated security is understood to meanone in which the owner is recognized as the person authorized to demand execution under it, if the security is issued in his name or transferred 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).
According to clause 3 art. 146 Civil Code of the Russian Federationthe 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.
Rights under an order security are transferred by making an endorsement on the paper itself (usually on its back) (from Italian in dosso - on the back, on the back). Endorsement differs from an ordinary assignment (transfer) of rights in that the person who made it (endorser) remains responsible to the legal owner of the paper for the exercise of the right expressed in it and bears joint liability to him with all other signers and the person who originally issued the paper (clause 3 Article 146, paragraph 1 of Article 147 of the Civil Code of the Russian Federation). But the endorser can be released from liability to the holder of the paper by making a special clause in the endorsement “without recourse to me”, which releases him from liability to all subsequent holders, except for his counterparty-acquirer (endorser).
Endorsements can be:
warrants, containing a direct indication of the person to whom or whose order (warrant) the execution should be carried out on paper;
blank, without indicating the person to whom the execution should be carried out - in this case, the owner of the paper can then enter an indication of the authorized person, or make a new endorsement, or simply transfer (hand over) the order paper to the new owner, who, in turn, has the right to do the same with it way.
The legal consequences of the loss of an order security are contained in clause 2 art. 148 Civil Code of the Russian Federation.
Nominal is a certificated security for which one of the following specified persons is recognized as the person authorized to demand execution on it :
the owner of a 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.
According to clause 9 of Art. 146 Civil Code of the Russian Federation 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 based on:
deed of transfer executed by the parties in the presence of the person performing 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.
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) ).
Regarding uncertificated securities in clause 6 of Art. 143 of the Civil Code of the Russian Federation establishes that the rules on registered documentary securities apply to them, the copyright holder of which is determined in accordance with the records maintained by the issuer or registrar (depository), unless otherwise established by law (including the Civil Code of the Russian Federation) or does not follow from the specifics fixation of rights to such securities.
According to clause 4 art. 146 Civil Code of the Russian Federationthe 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).
According to paragraph 8 of Art. 146 of the Civil Code of the Russian Federation, the transfer of rights to order or registered securities is confirmed:
1) in case of inheritance - with 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 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.
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 occurrence, as well as if the owner of the security is not its bona fide purchaser ().
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 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 the transfer of rights to uncertificated securities in accordance with a court decision is 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 executing 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 information about bankruptcy 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 the records certifying the 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.
The property rights of citizens also apply to securities, which can be documentary or non-documentary. Certificated securities are issued in accordance with the form specified by law. And this document also necessarily contains all the necessary details established at the legislative level.
Otherwise, the securities can easily be considered void. In addition, they can be issued to bearer or have a specific owner.
Person responsible for execution of a certificated security
Until recently, responsibility for this was joint and several, and was borne by the persons who issued the certificated securities and the persons who endorsed them. Changes made to the legislation of the Russian Federation determine that proper execution of a certificated security is considered to be execution to the legal owner of the security.
At the same time, the responsibility of the person responsible for this is also indicated. It lies in the fact that if the execution of a certificated security was intentionally carried out not to the legal owner, then the person must compensate for all damage. This rule does not allow persons obliged to carry out enforcement to abuse their position. Proper legal enforcement of securities depends on many factors. First of all, this is a type of securities.
Execution procedure for certificated securities
The owner of bills and other securities has the right to hold accountable in court those persons who are legally obliged to answer to him.
In this case, a claim can be brought in any order against each of the subjects.
If the demand is satisfied, then citizens who have fulfilled their obligations to the owner of the securities have the right to file a corresponding claim against other entities that also have obligations under these securities. This is the so-called right of recourse.
If bills or checks have been presented for execution, then refusal to fulfill obligations due to their invalidity or absence is illegal. In other words, the person must ensure that all necessary data is available and execute the certificated security. The owner of the securities may not check the grounds on which they were issued.
But there are exceptions to this simple rule. For example, a court may grant a waiver of payment on a bill of exchange if the owner knew that the certificated securities were invalid or unenforceable at the time of purchase. In addition, the owner of securities, upon revealing the fact of their counterfeit, has the right to demand from such an obligated person not only the full fulfillment of all obligations under these bills, but also compensation for damage.
He also has the right to go to court if there was a fact of non-fulfillment of the bill:
- in case of late payment;
- before the payment deadline, if the obligated person has refused acceptance (payment), if the person has lost the financial ability to make payment, regardless of whether the documentary securities were previously accepted.
Compensation for losses to the owner of the right to a security for improper execution of a certificated security of the owner to whom the execution was made
By law, proper execution of all securities implies that the entity having the corresponding obligations fulfills them in relation to the owner of the securities.
And at the same time, the execution will be recognized as proper even if the owner turns out to be a false holder of the rights to the bills and other securities. This norm protects the person who has identified the owner based on formal characteristics.
That is, the person obligated to perform is not liable for his mistake in the case where the improper owner of the securities was formally determined to be the proper owner. But the legislation also provides for the liability of the obligated person. To do this, it is necessary to prove in court that he knew that the owner was improper, that is, obtaining rights to the securities was illegal.
In this situation, the obligated person must compensate the proper owner for all damage caused by these actions. The real owner has the right to file a claim in court.