Documentary securities examples. Types of securities

To determine the legal regime of various securities, their division into "documentary" and "non-documentary" is of great importance.

In the modern legal doctrine of securities, perhaps, there is no more controversial issue than the question of the legal regime of book-entry securities.

The controversy of their design is largely due to the fact that this is a new phenomenon for the Russian legal doctrine. However, the main problem was the lack of protective norms for such securities.

As a result, the decisions of the courts in different regions and different levels differed completely in terms of their motivation. The problem of the theft of book-entry securities and the lack of unity of judicial practice on the issue of protecting their owners became so serious that the decision, in the absence of legal norms, was taken by the highest courts. Their decision was predictable and consisted in choosing the best of the worst Dobrovolsky V. On the practical value of the discussion on the issue of vindication of shares // Aktsionerny vestnik. 2007. No. 8 (46). S. 31.: the courts recognized the possibility of vindication of such securities; they recognized that such instruments are full-fledged papers, things in the sense of the Civil Code Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation of September 5, 2006 No. 4375/06 // Bulletin of the Supreme Arbitration Court of the Russian Federation. 2006. No. 12.

In this sense, it should be noted that at the moment the issue of the legal regime of book-entry securities can be considered closed: from the point of view of judicial practice, these are securities, things to which the appropriate legal regime applies, including specific proprietary methods of protecting Gabs A.V. Securities issues of theory and legal regulation of the market. M.: Statute. 2011, p. 189.

However, questions about the legal nature of this institution, its place in the system of objects of civil rights, as well as a number of other related ones remain unresolved.

A non-documentary security is understood as obligations and other rights enshrined in the decision on the issue or other act of the person who issued or issued securities in accordance with the requirements of the law, the implementation and transfer of which is possible only in compliance with special rules for accounting for these rights. Legal news [Electronic resource] Special issue "Commentary on the draft amendments to the Civil Code of the Russian Federation" (Bill No. 47538-6/3) - Access mode: http://base.consultant.ru/cons/cgi/online.cgi?req =doc;base=LAW;n=142288 - free (clause 1, article 142 of the Civil Code of the Russian Federation as amended by the Project).

In accordance with the current wording of Art. 149 of the Civil Code of the Russian Federation, a paperless security is understood as a special method of fixing rights. Definition from paragraph 2 of Art. 142 of the Civil Code of the Russian Federation, as amended by the Draft, is consistent with the concept of emissive securities given in Art. 2 of the Federal Law of April 22, 1996 No. 39-FZ "On the Securities Market" Federal Law "On the Securities Market" of April 25, 1996 No. 79 (as amended on December 29, 2012) // Collected Legislation of the Russian Federation. 1996. No. 17 Art. 1918 - Art. 2.

Art. 142 of the Civil Code of the Russian Federation (part one) dated November 30, 1994 No. 51-F3 (as amended on February 11, 2013) (with amendments and additions that entered into force on March 1, 2013) // Collected Legislation of the Russian Federation. 1994. No. 32. Art. 3301 - Art. 142 consolidates the classical model of a security, in which a certain amount of subjective civil rights is individualized by indicating its existence in one document. This document is given the property of presentation, which means that the implementation of the relevant rights without presenting the document to the debtor is impossible. Moreover, this "materialization" of rights made it possible to extend the regime of a thing to them, which, in turn, determined the specificity of the legal regime of a security and the possibility of using (albeit in a limited form) proprietary legal methods of protection. In general, it turned out to be a convenient and functional tool for civil circulation.

There is nothing of the kind in uncertificated securities. The rights that it establishes are recorded on the accounts of organizations of the accounting system (depo account in the depository, specialized depository and personal account of the registrar). Without contacting the person who keeps records of rights, it is impossible to perform any actions with securities. Thus, the “thing” itself is not in the direct possession of the owner - he has administrative power in relation to it, but does not exercise physical possession, the very property management of such an owner is limited by the need for mediation by the organization of the accounting system, which is also built on the model of obligation .

A paperless security cannot be presented for execution, “presented”, since the paper itself in the form of a separate document that individualizes the totality of rights simply does not exist.

In classic securities, the principles of fulfillment of an obligation are "tuned" to the specific design of the security: the creditor is looking for a debtor to present (present) the security. The legal structure of book-entry securities "returns" everything to its original position: the debtor makes sure that creditors can receive execution on the security (Article 316 of the Civil Code). It is the debtor who is obliged to send to the appropriate organization of the accounting system a request for the compilation of a list of persons (register) for the fulfillment of obligations under the security. For example, a mortgage participation certificate establishes such a right as receiving (accepting) payments on obligations, the claims for which constitute mortgage coverage, or payments on mortgage participation certificates that are part of mortgage coverage. In accordance with Article 18 of the Federal Law "On Mortgage securities" Federal Law "On Mortgage Securities" dated November 11, 2003 No. 234 (as amended on December 29, 2012) // Collection of Legislation of the Russian Federation. 2003. No. 46 (part 2) article 4448 - article 18 is the right is implemented by the actions of the trustee of mortgage coverage, which carries out trust management by receiving (accepting) payments on obligations, the claims for which constitute mortgage coverage and transferring (payments) to holders of mortgage participation certificates of funds at the expense of these payments. certificate of participation in the list of holders of mortgage participation certificates compiled by the register the trustee on the date of each month determined by the rules of trust management. An even more grateful example to illustrate this thesis is a share, since the legislation on joint-stock companies connects the emergence of a large number of shareholder rights precisely with getting into the appropriate list compiled by the registrar on the basis of an order from the issuer - a joint-stock company: exercising a pre-emptive right, paying dividends, the right to present for redemption and a number of other rights.

In the construction of a book-entry security, proposed in Art. 149 of the Civil Code, the legislator did not resolve the important issue of fixing the rights certified by such papers. The Code contains only the provisions that a person with a special legal status “fixes the rights” secured by a security, as well as a reference rule that the rights certified by such fixing, the procedure for officially fixing rights and right holders, the procedure for documentary confirmation records and the procedure for making transactions with book-entry securities are determined by law or in the manner prescribed by it.

The provisions of the Civil Code are basically "deployed" towards the owner of the paper. The article highlights two key points:

1) the law can designate the types of rights that will fall under such fixation (i.e. indicate that "the rights certified by such and such a paper" will be fixed in the manner established by Article 149 of the Civil Code);
2) for participants in civil circulation, such fixation will (should) have a legal significance. We are talking about the subjective civil rights of a particular person, and not about the description of subjective civil rights as the content of the paper.

The Code does not answer the question: is such a fixation at the same time a description of the rights that the paper certifies? Let's put the question from a practical point of view: where can a potential acquirer (investor) go to find out about such rights before acquiring them? The GC does not provide an answer to this question.

In addition to the fact that uncertificated securities are recognized as fictitious, there are three essential elements of the legal regime of a uncertificated security:

1) mandatory accounting of rights (not electronic document management, namely accounting of rights - the difference is that in one case technical means are used to imitate real signatures, and in the other - we are talking about the fact that without making income / expenditure records (which are made by a special subject - the organization of the accounting system) the right will not cease and will not arise);
2) lack of presentation (started presentations) and, as a result,
3) a direct correlation of the ability to have rights from paper with getting into the corresponding list (register) of paper owners, which is compiled by the obligated person himself (or on his behalf by the organization of the accounting system).

The legal regime of documentary securities is also contradictory, as well as the considered legal regime of book-entry securities.

According to the Draft, a documentary security is a document that meets the requirements established by law, certifying obligations and other rights, the exercise or transfer of which is possible only upon presentation (clause 1, article 142 of the Civil Code of the Russian Federation as amended by the Draft).

In paragraph 2 of Art. 143.1 of the Civil Code of the Russian Federation, as amended by the Draft, established the general consequences of violating the requirements for the form and details of a security. The Concept for the Development of the Civil Legislation of the Russian Federation stated that such securities should not be recognized as null and void, since the consequences of the nullity of securities are not established by law.

The Draft proposes not to recognize securities with such violations as securities, but to consider them as having the force of evidence of the existence of the right certified by them. Bill No. 47538-6/3) - Access mode: http://base.consultant.ru/cons/cgi/online.cgi?req=doc;base=LAW;n=142288 - free.

As noted in the classical literature on securities Agarkov M. M. The doctrine of securities. Moscow: Finstatinform, 1993, pp. 25-30. Thus, the fulfillment of an obligation from a security should be attributed to the person formally legitimized in it. As a general rule, the debtor (issuer or other obligated person) is not responsible for the transfer of rights under the paper to another creditor.

When analyzing normative acts, a more or less stable element of the legal regime can be designated "the obligatory presence of a certificate of paper - a" carrier "of rights, to which certain requirements are imposed." All other elements are not amenable to any unambiguous qualification.

The law requires a certificate. At the same time, it was noted that these certificates are not securities in themselves, they are only material carriers of the rights that the security itself provides to the owner.

The requirements for the certificate itself are established, mainly for the content, and not for the form (technical characteristics). In particular, a certificate of an issuance security must contain certain mandatory details, the list of which is not closed, since it is indicated that the certificate may also contain "other details provided for by the legislation of the Russian Federation for a particular type of issue-grade securities".

The mandatory certificate requirement implies that such a certificate:

1) individualizes the law;
2) necessary for the presentation;
3) performance of actions with such a certificate is a mandatory condition for the alienation of a security.

The thesis about the value of a certificate as a document that describes (individualizes) rights (a set of rights) is “collapsed” by the fact that for issue-grade bearer securities, not only a certificate, but also a decision to issue is recognized as a document that describes rights. securities” dated April 25, 1996 No. 79 (as amended on December 29, 2012) // Collection of Legislation of the Russian Federation. 1996. No. 17 Art. 1918 - Art. 18. On the one hand, there is no problem here, since the Law has established the primacy of the content of the certificate. However, for classic documentary securities, the correct execution of the security plays an extremely important role. Since the failure to indicate the necessary details, as well as their incorrect indication or incorrect execution, can lead to fatal consequences, the document will not be recognized as a security. An example of such a formality is a bill of exchange and a check. But what about the issuance of a certificate, for example, a bearer bond? As indicated by the Standards for the issue of securities Standards for the issue of securities and registration of securities prospectuses, approved by order of the Federal Financial Markets Service of Russia dated 25.01.2007. No. 07-4/pz-n (as amended on July 20, 2012) // Bulletin of normative acts of federal executive authorities. No. 25. 06/18/2007, in the case of placement of documentary bearer bonds, a sample or description of the bond certificate is named among the documents for state registration. The very procedure for issuing certificates is part of the stage of placing such securities. Ibid. - clause 2.5.1.. But if the certificate does not contain the necessary details, then what is the legal qualification of the relationship between the issuer and the owner of the security? The law does not provide an answer to this question as a general rule. The only norm that speaks about this is the provisions enshrined in the Decree of the President of the Russian Federation Decree of the President of the Russian Federation dated 06/10/1994 No. 1182 "On the issue and circulation of housing certificates" (as amended on 08/24/2004) // Collection of Legislation of the Russian Federation. 1994. No. 7. Art. 694 regarding housing certificates, that the absence of any mandatory details of such a document makes it invalid.

The need to present a certificate is also highly debatable. On the one hand, such a situation may well take place. On the other hand, the legislation on the securities market makes it possible not to adhere to the principle: one certificate - one individualized right (a set of rights). It allows you to issue a certificate for several papers at the same time. Yes, Art. 16 of the Federal Law "On the Securities Market" it is specially noted that for each issueable bearer security its owner is issued a certificate, but at the request of the owner, one certificate can be issued for two or more issueable bearer securities of one issue purchased by him. Moreover, in accordance with the same article, a global certificate can be issued in general for all securities of the issue. As a general rule, an attack certificate never leaves the walls of the depository; the owner has nothing on hand, although there are exceptions.

A certificate of emissive securities to bearer with obligatory centralized storage cannot be issued to the owner (owners) of such securities.

In accordance with Art. 29 of the Federal Law "On the Securities Market", in the case of storage of certificates of documentary issuance securities in depositories, the rights secured by securities are exercised on the basis of certificates presented by these depositories on behalf provided by depositary agreements of owners, with a list of these owners attached. In this case, the issuer ensures the exercise of rights under bearer securities of the person specified in this list.

It turns out that in this case there will be no trace of all the "documentation" of such securities - the procedure for exercising rights on them will be the same as on non-documentary securities. The law is logically inconsistent, because if the execution is based on the list, then why present certificates?

Consider the value of the certificate for the transfer of papers. In accordance with Art. 29 of the Federal Law "On the Securities Market" the right to a bearer documentary security passes to the acquirer if its certificate is found with the owner - at the time of transfer of this certificate to the acquirer; in the case of keeping certificates of bearer documentary securities and/or recording the rights to such securities in a depository - at the time of making a credit entry on the acquirer's depo account. With the latter case, it is especially interesting if the certificate is global - there is certainly no need to reissue anything there.

The considered legal regime shows that we have a transitional construction from classical papers to non-documentary (dematerialized) papers. Real practice confirms its relevance, but in its finished version - mandatory centralized storage; this regime is no different from the legal regime of non-documentary papers.

The legal regime of documentary and non-documentary securities is not fully developed. Reconstruction of the entire legal regime is required, because in itself it is of great importance. The spread of the corresponding legal regime will mean very specific legal consequences both for fixing the right, and for their implementation and protection. It seems that any issue or "issue-like" (shares) securities should only be non-documentary. On the contrary, documentariness is the destiny of classical securities, for which the bearer is closely connected with the law Baksheeva Yu. Blank bill: features of the legal regime // Economy and law. 2007. No. 12. S. 45-47. For such a paper, its presentation is a necessary condition for the exercise of rights Karabanova K. The concept of a security in modern Russian law // Economy and law. 2006. N 9. S. 31 - 32.

A documentary security is a document fixed in physical paper form, which forms the conclusion of the parties, the obligations of one of the parties, or other regulatory acts, the implementation of which is guaranteed by this very receipt. Such a conclusion may include the execution of civil agreements, rights to real estate and other material values, or a debt obligation. These obligations can be fulfilled only upon presentation of this very document. A documentary security must record not only the obligations themselves, but also the details of the persons who have entered into an agreement. Thus, such a certificate is issued in the form of registered securities, or conclusions confirming the right of ownership and accompanying this or that valuable documentation.

The legal regime for handling these certificates, as well as their accounting as an object of civil rights, is based on the federal law “On the Securities Market” dated 04.22. emissive securities - a form of emissive securities receipts, in which the owner is identified on the basis of presentation of a properly executed security certificate or, in case of depositing such, on the basis of an entry on the depo account.

Main types

Among the most common types of such documentation are registered certificates, bearer papers and order type. In the popular classification, such assets are divided into:

Bills of exchange are debt obligations of one party to the other, entailing not only the direct return of the debt money supply, but also the agreed interest accrued as part of the transaction.
Various types of checks are not only checks confirming the purchase of a certain product, but also payment checks, that is, those that carry the consent of the issuer to cover a certain financial cost. Individual checks, which are a receipt with the possibility of withdrawing the specified amount from the issuer's bank account, are also included in this group.
Certificates both depository and savings. This type of asset allows the specified holder to manage funds in savings and deposit accounts, as well as qualify for bank interest due under the deposit contract.
Bank books, which, in essence, represent the same checks, but a variety of books is possible, the withdrawal of money from which is possible only at the cash desk of the bank that issued this very book.
Bills of lading - an act of confirmation of the dispatch of goods. A variation of a nominal track number that allows the owner to dispose of the cargo for their own purposes.

A bill of lading is a document whose duty is to confirm the fact that the consignor has sent the goods by sea. It is most often used when the ship is shared, that is, it transports goods belonging to different shippers. Each of these consignors receives a certificate, a bill of lading, as confirmation of delivery obligations, which gives the right to receive the goods upon delivery. As a rule, the issuance is carried out by the captain of the vessel on behalf of either the owner of the vessel, or on behalf of the charterer, that is, the lessee of the ship. Often, in maritime practice, a shipping company is not the owner of the vessel, but only rents it from larger companies, or directly from the manufacturer. The main functions of the bill of lading is to record the acceptance of the cargo by the ship, the fact of its delivery, as well as the subsequent documentation of its acceptance by the original owner. Another characteristic of the certificate is whether the bill of lading is linear or charter. The liner bill of lading indicates in its records a description of the terms of the contract aimed at the implementation of sea transportation, which is carried out according to a strictly predetermined time regime, according to the route between two specific and predetermined ports. The linear type bill of lading regulates the mutual relations of the carrier, both with the recipient and with the sender of the goods. A charter bill of lading is used if tramp transportation is carried out.

Registered shares are also a documented asset. Most often, these are preferred assets, where the name of the holder is written directly on the ticket. In order to conduct transactions with such a share, it is required to execute a transaction for the transfer of all rights to the share, and the conclusion of an agreement in accordance with the regulations of the exchange floor and the regulatory legal acts of the state of which the participants in the transaction are citizens. A registered share allows you to dispose of it as a separate asset when distributing an inheritance and making a will. Also, a share can be purchased and named as a gift document, after which it is transferred to a new owner. The disposal of a share is made at the discretion of the specified holder, but in accordance with the circulation rules established by the issuer, as well as the above regulatory legal acts.

A promissory note is an asset that forms a debt obligation of the issuer to the holder, in accordance with the terms specified in the promissory note, the amount, as well as interest, if such is provided for by the terms of the transaction. A bill of exchange can be issued not only by the issuing company, but also to states, within the framework of the municipal program. Such receipts are considered to be a very reliable investment tool and can bring significant profits in a short time. Most often, such bills are issued by the municipality for the implementation of certain state programs for the construction of housing stock, repair of infrastructure and roads, as well as replenishment of the working budget of the region.

Savings bank accounts

The savings bankbook is also a fixing asset of the right holder. According to the records of the book, the bearer must be simultaneously the owner indicated in it, otherwise the issuance of funds is not recognized as legal. An exception can only be a contract specially concluded for this, which expands access to funds at sight not only to the specified holder, but also to the persons listed in the contract. This practice was widely used when receiving pension contributions from savings banks, when instead of a pensioner, the pension due to him was withdrawn by the indicated persons, in case of poor health of the person indicated in the book. In this case, the transfer of funds to the bearer is possible. The bank book must contain certain information, in accordance with the regulatory acts, but there must be mandatory items that indicate the person - the owner of the book, the bank that issued it, the validity period, the history of the accrual and withdrawal of funds, as well as licensing, that is necessary security measures such as watermarks, seals, signatures and other possible precautions.

A savings certificate is another possible method of documenting money transactions. A savings account opened in a certain bank by a certain person implies the storage of money there and the receipt of additional income in the form of interest accrued by the bank, according to the contractual conditions for opening this very account. The presentation of such a document guarantees the holder the return of the amount debited from the account. When concluding an agreement, the bank requests a list of persons who will be granted access to the money in the account. The holder has the right to indicate the person and provide him with full access to the funds, or prohibit issuing the amount to anyone other than him. The presentation of the receipt by the owner, together with documents certifying persons, guarantees him the payment of all funds available on the deposit. In the same way, if such a possibility is indicated in the agreement with the bank, the owner is able to sell the bank agreement he has, and at the same time the amount available on the account, to another person by re-registering the transaction at the bank. After documenting such an event, a third party, the new owner, gets the right to charge money from the deposit.

Regulation and registration

It is important to understand that one copy of a valuable certificate of a documentary form can only be certified by a single certificate, but one certificate can certify one, several, and all exchange assets possible within a series that have the same serial state number obtained during registration. Such an active record of a documentary type can be stored directly with its owner, then the ownership enshrined in it will pass along with the transfer of the paper itself. It is possible to place an asset for safekeeping in a depository, and in this case, all rights to it are transferred to the new owner when transfers are made to the depository account in the depository, within the framework of the above law governing the position of documentary trade receipts. The rights of property ownership, which are enclosed in a documentary form of security, which may even be a share, as well as the scope of these rights, are prescribed in receipts, or in an authorized decision on its issue. Within the framework of this, if there are significant discrepancies in the text between the decision to issue and the certificate, then the owner of the emissive exchange commodity has the full right to demand the exercise of the rights enshrined by it, to the extent that the ratified contract implies.

The organization that issued the issue and is the issuer undertakes to take on all the cases of fulfilling obligations in accordance with the specified documentation in full and in favor of the person who presents the establishing certificate. If the security is kept in the custody of the depositary, then the obligations must be fulfilled in respect of the person indicated to the issuer by the depositary. A documentary type security was the only type of investment instrument until the middle of the last century. However, with the development of information and accounting technologies, the issue of non-documentary stock exchange assets has become appropriate. Examples of use forced them to fix their release by maintaining records in the registry, or in depositories. Classical commodities such as stocks and bonds are more susceptible to such influence. In the probable case of the release of the goods of the trading floor in a documentary form with the condition of mandatory centralized storage, then the certified depository must be indicated in the certificate.

Documentary security- this is a document drawn up on paper, certifying, in compliance with the established form and mandatory details, property rights, the exercise and transfer of which is possible only upon its presentation. Classic documentary securities:

bill,
deposit and savings certificates,
bearer bank book,
bill of lading.

Equity securities (bonds, shares) can be issued both in documentary form (in this case, the holder of the right is issued a properly executed document evidencing the secured right - a security certificate), and in non-documentary form (the owner is established on the basis of an entry in the management system). securities register or depo account).

A documentary security may be in the hands of its owner (in this case, the ownership of it passes to the new owner along with its transfer) or transferred by him for safekeeping to the depositary (in this case, the ownership of it passes to the new owner at the time of transfer through the accounts depot in the depository).

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

Article 143. Types of securities

1. Documentary securities may 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 performance on it.

3. An order security is a documentary security for which its owner is recognized as the person authorized to demand performance on it, if the security is issued in his name or passed to him from the original owner by a continuous series of endorsements.

4. A registered security is a documentary 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 right holder in the records maintained by the obligated person or acting on his behalf and having the appropriate license. The law may provide for the obligation to transfer such accounting to a person who has the appropriate license;

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

5. The issue or issuance of bearer securities is allowed in cases established by law.

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

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

§ 2. Documentary securities

Article 143.1. Requirements for a documentary security

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

2. If the document does not contain the mandatory details of a documentary security, if it 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

1. Proper performance on a documentary security shall be deemed to be performance to a person specified paragraphs 2 - 4 of Article 143 of this Code (to the owner of the security).

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

Article 145

1. The person responsible for the execution of a documentary 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.

A person who has drawn up a documentary security shall be liable for the security even if the document is put into circulation against his will.

The rules on limitation of objections provided for in this paragraph shall not apply if the owner of a security at the time of its acquisition knew or should have known about the absence of grounds for the emergence of rights certified by the security, including the invalidity of such grounds, or the absence of the rights of previous holders 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. The persons responsible for the execution of an order security shall not have the right to refer to the objections of other persons responsible for the execution of this security.

3. Against a demand for execution on a documentary security, the person indicated as responsible for execution on it may raise objections related to the forgery of such a security or to disputing the fact that he signed the security (forgery of the security).

Article 146. Transfer of rights certified by documentary securities

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

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.

The rights certified by a bearer security may be transferred 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 its delivery with an endorsement on it - an endorsement. Unless otherwise provided by this Code or the law, the established law on a bill of exchange and a promissory note; rules on the transfer of a bill.

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

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

Registration of the transfer of rights to book-entry 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 carrying out the execution of the court decision.

6. Evasion or refusal of the person, carrying out the accounting of the rights to book-entry securities, from conducting an operation on the account may be challenged in court.

Article 149.3. Protection of violated rights of copyright holders

1. The right holder, from whose account book-entry securities were unlawfully debited, shall have the right to demand from the person, to whose account the securities were credited, the return of the same amount of the relevant securities.

Non-documentary securities certifying only the monetary right of claim, as well as non-documentary securities acquired at organized auctions, regardless of the type of right to be certified, cannot be claimed from a bona fide purchaser.

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

2. If non-documentary securities, which the right holder has the right to claim, have been converted into other securities, the right holder has the right to claim those securities into which the securities debited from his account were converted.

3. The right holder, from whose account book-entry securities were unlawfully written off, if it is possible to acquire the same securities at organized trading at his choice, has the right to demand from persons liable to him for the losses caused by this, the acquisition of the same securities at their expense or reimbursement of all necessary expenses for their acquisition.

Article 149.4. Consequences of claiming book-entry securities

1. If the claim of the right holder for the return of book-entry securities is satisfied in accordance with paragraph 1 or paragraph 2 of article 149.3 of this Code, the right holder enjoys 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 that unauthorized persons exercise the right to participate in the management of a joint-stock company certified by book-entry securities or another right to participate in the decision-making of a meeting, the right holder may challenge the relevant decision of the meeting that violates his rights and interests protected by law, if the joint-stock company or persons whose will mattered in the decision of the meeting, knew or should have known about the existence of a dispute over the rights to uncertificated securities and the vote of the right holder could influence the decision.

An action to challenge the decision of the meeting may be filed within three months from the day when the person entitled to the security found out or should have found out about the unlawful debiting of securities from his account, but not later than one year from the date of the adoption of the corresponding decision.

The court may uphold the decision of the meeting in force if the recognition of the decision as invalid would result in infliction of disproportionate damage to the creditors of the joint-stock company or other third parties.

Article 149.5. Consequences of the loss of accounts certifying rights to book-entry securities

1. In case of loss of accounts certifying the rights to paperless securities, the person carrying out the registration of rights shall be obliged to immediately publish information about this in in mass media in which information on bankruptcy is subject to publication, and apply to the court with an application for the restoration of data on the registration of rights in the manner prescribed by the procedural legislation.

Any interested person may submit a request to restore the records of rights to book-entry securities. Restoration of data on the registration of rights is carried out in the manner prescribed by the procedural legislation. When restoring data on recording rights to book-entry securities, entries about right holders are made on the basis of a court decision.

Information on the restoration of accounting records of rights to paperless securities is published for general information in the mass media, in which information on 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 the loss of accounts certifying the rights to paperless securities .

2. Entries on the registration of rights to book-entry securities shall not be valid from the moment when the person carrying out the registration of rights has lost the accounts, and until the day the court decision on the restoration of the data of registration of rights comes into force.