Act No. 152 / 1996 Coll.
Act amending and supplementing the Act of the Czech National Council No. 591 / 1992 Coll., on Securities, as amended, and Act No. 214 / 1992 Coll., on Securities Exchange, as amended
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Law
Effective from 01.07.1996
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152
THE LAW
of 26 April 1996
amending and supplementing Act No. 591 / 1992 Coll., on Securities, as amended, and Act No. 214 / 1992 Coll., on Securities Exchange, as amended
Parliament has decided on this law of the Czech Republic:
Act of the Czech National Council No. 591 / 1992 Coll., on securities, as amended by Act No. 89 / 1993 Coll., Act No. 331 / 1993 Coll., Act No. 259 / 1994 Coll. and Act No. 61 / 1996 Coll., are amended as follows:
1. in Article 1 (1) (d), the words "including deposit certificates and deposit certificates (§ 76 (2))," shall be deleted;
2. Article 1 (2), (3) and (4) read as follows:
"(2) The instrument which is the security referred to in paragraph 1 (paper security) may be replaced by the entry in the legal register (book-entry), if the law so provides.
(3) The law established by the register shall be the register kept pursuant to Articles 56 (1) and 98 (2).
(4) Securities encumbered may be securities referred to in paragraph 1 (a), (c), (d) and (e) or provided for by another law. "
3. In Article 3, the current text becomes paragraph 1 and the following paragraphs 2 and 3 are added:
"(2) Where legislation 11a) refers to a security as a security for the owner, the provisions of this law governing bearer securities shall apply to that security.
(3) Where legislation 11a) refers to a security as a security in a name and at the same time allows it to be transferred by ruboeing, the provisions of this law governing securities per line apply to that security.
11a) E.g. § 156 of the Commercial Code. '.
4. Article 4, including the title and notes 12), 12a) and 12b) shall read as follows:
Securities requirements
(1) Securities shall be required by law or other legislation. 12)
(2) However, the requirements of book-entry securities are not:
(a) their numerical indication;
(b) signatures or fingerprints;
(c) an indication of the authorisation of the competent authority.
(3) Where, under the law, a distinction is required between book-entry securities, the person in charge of their registration shall be required to assign a numerical designation to those securities at the initiative of the issuer.
(4) The instruments issued in connection with the takeover of a fixed one-off deposit with which the right to payment of the deposit and, where appropriate, interest or other property advantages and which are transferable, must have the requirements of bonds 12a) and may be issued only in accordance with a special law. 12b)
12) E.g. § 155 of the Commercial Code, § 3 of Act No. 530 / 1990 Coll., § 23 of Act No. 92 / 1991 Coll., § 11 of Act No. 248 / 1992 Coll., § 2 of Decree No. 160 / 1956 Ú. l., on the Conditions for Carriage of Costs by Sea, § 12 and 3 of the Act No. 530 / 1990 Coll.
12a) § 3 et seq. of Act No. 530 / 1990 Coll.
12b) § 8 et seq. of Act No. 530 / 1990 Coll. '.
5.
Issue of a security
(1) A security is issued on the date on which it fulfils all the requirements laid down by law or other law for it and becomes the property of the first acquirer in accordance with the legal procedure (date of issue of the security). The date of issue of the security is the date indicating the date on which the security may be issued to the first acquirer. The date of issue of the security shall be determined by the issuer, unless otherwise specified by the special law. 12c)
(2) The procedures of the person issuing the security (hereinafter referred to as the issuer) shall be governed by the provisions of this Act and by special legislation.1), 2), 3), 5)
(3) Shares, units or bonds may be issued to their first acquirer as collective instruments replacing these individual securities. The collective instrument cannot sound more than one acquirer and the rights attached to securities cannot be divided into shares. Under the conditions laid down in advance by the issuer, the holder of the instrument shall have the right to exchange it for individual securities. The instrument shall have the formalities laid down for the paper security. Paragraphs 9 (2) and 11 shall apply mutatis mutandis to the exchange of a collective instrument for book-entry securities.
(4) The issuer is required to make a notification to the Securities Centre (hereinafter referred to as "the Centre ') if the securities are to be issued. If they are to be issued as book-entry securities shares and if the issuer is not yet registered as a public limited liability company, its founders have this obligation after the establishment of the public limited liability company.
(5) The notification referred to in paragraph 4 shall be entered in the register by the Centre in such a way that all securities to be issued under the issue may be registered in that register.
(6) On the basis of an order from the issuer to issue a security, the Centre shall, without undue delay, carry out a registration, the content of which shall be entered in a legal register within the meaning of Article 1 (2).
12c) E.g. § 168 (3) of the Commercial Code. '.
6. Article 6 (2) reads as follows:
"(2) A security course means a price published as a security course on the public market; it shall be created on the basis of the demand and supply of the security on the public market by accepting proposals for a pre-determined circle of persons. ';
7. Article 8 (1) reads as follows:
"(1) Securities trading is, subject to the conditions laid down by law, 13) business and consists of providing the following services:
(a) the purchase or sale of a security for another;
(b) procuring the purchase or sale of a security;
(c) a loan or acceptance of a security; or
(d) the provision of a security loan or acceptance thereof. "
8.
(1) In the contract for the purchase of securities, the postponement condition establishing the right of the party to the contract may be negotiated to show that it insists on the contract concluded ("the right of option ').
(2) Unless the condition laid down in paragraph 1 contains otherwise, the will must be expressed in writing within 15 days of the conclusion of the contract.
(3) A price may be negotiated for the establishment of an option right.
(4) The right of option shall be transferable; trade in it on public markets shall be regulated by exchange rules and market rules. ';
9.
(1) If, within the agreed time limit and unless the time limit is agreed within 15 days of the conclusion of the contract for the purchase of the security, the seller fails to fulfil his obligation to transfer the security to the buyer or the buyer fails to meet his obligation to pay the purchase price and there is no other indication of the contract, the contract shall be deemed to have been infringed substantially. 14)
(2) The rights arising from a security purchase contract shall be transferable unless otherwise stipulated in the contract; trade in them on public markets shall be regulated by exchange rules and market rules. ';
(10) The following Section 16a is inserted after Section 16, including headings 14a and 14b:
Securities lending agreement
(1) The securities lending agreement obliges the creditor to transfer to the debtor a certain number of substitutable securities, and the debtor undertakes to transfer to the creditor the same number of substitutable securities at the end of the agreed period and to pay the price for the securities lending if the amount of the securities has been agreed.
(2) Instead of the price in money, a liability may be agreed to transfer to creditors a greater number of substitutable securities than the amount transferred to the debtor.
(3) The contractual obligations arising from the contract for the loan of securities are governed by the provisions of the Commercial Code. 14a) The obligations arising from the free-of-charge securities lending agreement are governed by the provisions of the Civil Code. 14b)
14a) § 261 (3) (c) of the Commercial Code.
14b) § 657 of the Civil Code. ';
11.
(1) The transfer of the paper security is effected by the transfer of the paper to the transferee, unless the law or agreement of the parties provides otherwise.
(2) The commitment to transfer the paper security shall be fulfilled by a transfer made pursuant to paragraph 1 where the paper security complies with the contract. ';
12.
"(2) The transferability of a security to a name may be excluded or limited by a special law, 11) or, if the special law so permits. 17)."
13.
Unless otherwise provided in a special law, 18) becomes the person to whom the paper security is transferred, even if the transferor did not have the right to transfer the paper security, unless he knew that the transferor did not have that right at the time of the transfer. In doubt, good faith is assumed. "
14.
(1) The transfer of the book-entry security is carried out by registration of such transfer carried out on the basis of the order for registration of the book-entry security transfer (hereinafter referred to as the "transfer registration order"). The registration of the transfer of the book-entry security shall be the execution of the entry in the legal register provided for in Article 1 (3), to the liability of the transferor's account and to the benefit of the transferor's account. Entries in both accounts shall be made by the Centre on the same date.
(2) The provisions on the transfer of a paper security do not apply to the transfer of a book-entry security. However, Article 20 applies mutatis mutandis to the transfer of the book-entry security.
(3) Save as otherwise provided in the contract, the obligation to transfer the book-entry security shall be fulfilled by a transfer made pursuant to paragraph 1 where the book-entry security complies with the contract. "
15. Article 24 (1) and (2) read as follows:
"(1) Where a transfer of a book-entry security is carried out on a public market, the order for registration of the transfer shall be given by the person organising the transfer (hereinafter referred to as" the public market operator ') or by the legal person responsible for settlement of purchases and sales on the public market, which the public market operator hereby entrusts.
(2) Paragraph 22 (3) shall apply to the liability of the person referred to in paragraph 1. "
16.
The Centre shall register the transfer in the order in which the orders for registration of the transfer have been entered into its central register if they are feasible in accordance with this law. ';
17.
(1) The Centre shall register the suspension of the exercise of the right of the holder of the security to dispose of the book-entry security (hereinafter referred to as the "suspension of the exercise of the right") on the basis of an order for registration to suspend the exercise of the right.
(2) The registration of the suspension of the exercise of the right means the execution of the relevant registration in the Centre's register.
(3) The registration order for suspension of the exercise of the right (hereinafter referred to as the "registration order for suspension of the right") may give:
(a) the holder of the book-entry security;
(b) a securities dealer, provided that he has been instructed by the holder of the book-entry security to procure the sale of that security;
(c) the organiser of the public market or the person authorised by him pursuant to Article 24 (1), if the book-entry security is to be sold on that market;
(d) the competent authority of the State where this results from a special law. 19)
(4) The order for registration of a suspension shall contain the period for which the exercise of the right to dispose of the book-entry security is suspended. Paragraph 56 (6) is without prejudice to this.
(5) During the registration of the suspension of the exercise of the right, the centre shall not register the transfer of the book-entry security or the registration of the contract lien (§ 42 (1)) for such security. If the Centre infringes this obligation, it shall be liable for the damage caused by it.
(6) The suspension of the exercise of the right shall cease to be registered in the relevant register of the Centre. The registration shall be carried out by the Centre after the expiry of the period on which the exercise of the right to dispose of the book-entry security has been suspended, or on the basis of an order from the persons who prove their authorisation to register the right to revoke.
(7) A person who gives an undue order to register the suspension of a right or order referred to in paragraph 6 shall be liable for the damage caused by it.
19) E.g. § 313 of Act No. 99 / 1963 Coll., Civil Code, as amended. '
18. The following Section 27a is inserted after Section 27:
(1) The Centre shall register the suspension of the exercise of the right also where:
(a) transmit an extract from the issuer's register in accordance with Article 63 (1) (c) for the purpose of exercising the rights attached to the book-entry security;
(b) receive an order to make changes to the information relating to the characteristics of the security substitutability referred to in Article 2 (1) or related to the cancellation or exchange of the security in its register;
(c) in other cases provided for by law.
(2) The registration of the suspension referred to in paragraph 1 shall apply to all securities covered by the extract referred to in paragraph 1 (a) or the order referred to in paragraph 1 (b).
(3) The Centre shall register, in accordance with paragraph 1, the suspension of the exercise of the right:
(a) for a maximum period of seven days, if the suspension referred to in paragraph 1 (a) is required;
(b) for the period strictly necessary and determined by the issuer in the order referred to in paragraph 1 (b).
(4) Article 27 (5) to (7) shall apply mutatis mutandis to registration of suspensions under paragraph 1. ';
19. In Title II, the words "AND ENVIRONMENT 'shall be inserted after the word" ENVIRONMENT'.
20.
Immobilization of securities
(1) An issuer of such securities may also conclude a contract for the safekeeping of securities stored in a bulk deposit. In that case, the paper security shall be issued on the date of transmission of the document to the depositary for the benefit of the owner. The name of the holder shall not be entered in the paper-based series and in the name assigned by the issuer to custody when the security is issued. The provisions of this Act on book-entry securities shall apply mutatis mutandis to securities deposited by the issuer (hereinafter referred to as "immobilized securities'), unless otherwise provided for in this Act. The date of registration of the security at the centre shall be the same as the date of transmission of the document to the custodian.
(2) Paragraph 10 shall apply mutatis mutandis to the procedure referred to in paragraph 1 in the case of a paper security already issued.
(3) The holder of the immobilized security has the right to require the issuer to forward the security to him without undue delay. Before submitting a paper security, the issuer shall add the name and the name of the holder to the issuer on paper. ';
21. In Paragraph 39, the present text becomes paragraph 1 and the following paragraph 2 is added:
"(2) The lien may not be established in respect of securities which are stopped unless they are stopped in accordance with § 34 (10) or § 56 (8). '
22. in Article 45 (3) (b), the following words shall be inserted after the words "capital."
23. in Article 46 (2) (b), the words "Article 33 (2)," and "a" shall be replaced by the words "to."
24. in Paragraph 46 (2), the dot is replaced by a comma at the end of point (d) and the following point (e) is added:
"(e) trade in rights under Sections 14 and 15. ';
25. in Article 46 (3), the following shall be inserted after "(a)": "and (e)."
26. Paragraph 46 shall be added to paragraph 4, including footnote 25a:
"(4) Unless special law 25a provides otherwise, a securities dealer shall not engage in activities other than those referred to in paragraph 2.
25a) For example Act No. 21 / 1992 Coll., on Banks, as amended. '
27. in Paragraph 50 (1), the following shall be inserted after the words "the offer of securities": "and the rights referred to in paragraphs 14 and 15."
28. In Article 55 (2), the following is deleted after the word "centres" and the following words are added: "and the obligations of the legal persons entrusted with the management of the part of the records of the Centre (§ 70a) within the limits of this mandate."
29. In Paragraph 56, the following paragraph 7 is inserted after paragraph 6:
"(7) The rules under which the Centre provides its services and carries out other activities under this Act require the Centre to adapt its operating rules. These operating rules, as well as any amendment thereto, shall take effect on the date of approval by the Ministry, unless the Ministry provides for a later date as the date of entry into force. '
30. Paragraph 56 (7) shall read as follows:
"(7) The activities referred to in paragraphs 1 (c), 58 (1) and 60 (1) shall be carried out free of charge by the Centre. Other activities shall be carried out by the Centre at a price agreed in accordance with price regulations. Paragraph 34 (10) shall apply mutatis mutandis to the provision of the Centre's claim on the services provided. '
Paragraph 7 shall become paragraph 8.
31. in Paragraph 58 (6), "3 years" is replaced by "one year."
32. Paragraph 58 shall be added in paragraph 7:
"(7) The holder of the book-entry security shall be the person in whose account the security is registered. ';
Article 59 (c) (5) reads as follows:
"5. whether and to whom the security is deposited pursuant to Paragraph 34 (3) or managed pursuant to Paragraph 36, '.
34. § 59 (c) shall be added to point 7:
"7. whether the security is stopped and who is the lien creditor,"
Article 35 (62) reads as follows:
(1) The Centre is required to transmit to the account holder an extract from this account
(a) at all times without undue delay after having carried out the accounting records in favour or at the expense of that account (hereinafter referred to as the "change statement"), unless otherwise agreed with the account holder;
(b) at his request (hereinafter referred to as "the stock statement").
(2) The account extract shall be sent by recommendation to the address of the account holder registered at the Centre, unless otherwise agreed.
(3) The statement of amendments shall contain the information indicating the change or changes made pursuant to paragraph 1 (a), indicating the state before and after the registration.
(4) The stock statement shall contain data on the number of securities by type, issuer and issue, for individual securities indicating data on any lien and liens. The Member State concerned shall inform the Commission and the other Member States thereof. (b) in addition, the stock statement shall include, where appropriate, the information referred to in Article 59 (1). (c) point (3), details of any suspension of the right to dispose of the security, data referred to in § 59 (c) (5) and data referred to in § 59 (d).
(5) The provisions of paragraphs 3 and 4 are without prejudice to Article 56 (4) and (7). "
36.
(1) The Centre shall transmit to the issuer an extract from its register:
(a) whenever a security is issued within the meaning of Article 5 (6);
(b) whenever the form of the security is transformed;
(c) at his request.
(2) Paragraph 62 (2) applies mutatis mutandis to the transmission of the extract from the register.
(3) The extract from the issuer's register referred to in paragraph 1 shall contain the name of the holders of securities within the scope of Article 59 (b) and the details of the nominal value and the number of units issued by the issuer in the accounts of those holders.
(4) The Member State concerned shall inform the Commission and the other Member States thereof. (c) the extract from the register shall contain, in addition to the designation of the holders of securities within the meaning of paragraph 3, a description of any persons who comply with the records of the Centre in relation to such securities by the AIFM or by the lien creditors.
(5) The provisions of paragraphs 3 and 4 are without prejudice to Article 56 (4) and (7). "
37. Paragraph 70 (1) (c), including footnote 31, reads as follows:
"(c) a criminal authority under conditions laid down in a special law, 31)
31) Section 8 of Act No. 141 / 1961 Coll., the Code of Criminal Procedure, as amended. '
38. Paragraph 70 repeals paragraph 3 and paragraph 4 becomes paragraph 3.
39. The following Section 70a is inserted after Section 70:
(1) Another legal person shall be entitled to keep part of the records of the Centre and to carry out the other activities entrusted to it by law, to the extent specified in the contract concluded between the Centre and that legal person.
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Regulation Information
| Citation | Act No. 152 / 1996 Coll., amending and supplementing Act No. 591 / 1992 Coll., on Securities, as amended, and Act No. 214 / 1992 Coll., on Securities Exchange, as amended |
|---|---|
| Regulation Type | Law |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 05.06.1996 |
|---|---|
| Effective from | 01.07.1996 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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