Act No. 214 / 1992 Coll.
Securities exchange law
Valid
Effective from 22.05.1992
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214
THE LAW
of 21 April 1992
on the stock exchange
The Federal Assembly of the Czech and Slovak Federal Republic decided on this law:
GENERAL PROVISIONS
Securities exchange
(1) The stock exchange (hereinafter referred to as "stock exchange") is a legal person authorised to organise at a designated location and at a specified time through authorised persons the demand and supply of registered securities, investment instruments which are not securities or other capital market instruments, (1) to the extent that this results from the authorisation provided for in Article 2.
(2) The provisions of this Act relating to securities shall apply mutatis mutandis to those fungible investment instruments which are not securities or, where appropriate, other capital market instruments covered by the authorisation referred to in paragraph 1, unless otherwise provided for in that law.
(3) The provisions of this Act relating to security courses shall apply mutatis mutandis to the prices of those substitutable investment instruments which are not securities or, where appropriate, other capital market instruments covered by the authorisation referred to in paragraph 1, unless otherwise provided for in that law.
(4) The Exchange is a public limited company for which the provisions of the Commercial Law (1a) apply, with the derogations provided for in that Act. The stock exchange shall, when deciding not to accept a security for trading, exclude it from trading under a specific legal provision and when deciding to suspend the trade in a security, unless it is a suspension for technical reasons set out in the exchange rules, act in accordance with the Administrative Regulation.3)
(5) The Exchange may establish at least ten founders.
(6) The stock exchange cannot be established by public subscription of shares 2)
(7) Persons other than exchanges established under this Act may not use the designation of the stock exchange in their trading firm or name.
Authorisation to create and cancel the stock exchange
(1) The establishment of a stock exchange, the division, merger or merger with another stock exchange, and its abolition without a legal successor, require the authorisation granted at the request of the founders of the Securities Commission (hereinafter referred to as the Commission).
(2) The authorisation for the establishment of the stock exchange shall specify in respect of which capital market instruments the stock exchange is entitled to organise supply and demand. The Commission may specify in the authorisation the conditions to be met by the exchange before any authorised activity starts or, where appropriate, by carrying out any authorised activity. The Commission may provide for the authorisation of the exchange to provide services in accordance with paragraphs 3 and 4.
(3) Where this is stated in the stock exchange permit, the stock exchange may:
(a) also provide services via another public market, including foreign ones, where the foreign market is located in a Member State of the Organisation for Economic Cooperation and Development (OECD) or where the selection has been approved by the Commission; or
(b) to enable the public market operator referred to in point (a) to provide services through its market.
(4) The Exchange is also entitled to provide information services to the extent specified in the Commission's authorisation. However, such services
(a) may not allow the stock market to trade in securities that have not been admitted to trading in the public market; and
(b) they must be clearly distinguished from services relating to securities admitted to trading on the stock market, with particular reference to the fact that the securities covered by them are not registered securities; and
(c) they may be provided only if their provision is regulated by the Exchange Regulations.
(1) In the application for permission to create a stock exchange, the founders shall indicate:
(a) the company and its registered office;
(b) a list of the founders;
(c) the amount of capital and foreign capital;
(d) technical, material, organisational and staffing activities.
(2) The request shall be accompanied by a founding agreement including a draft Statute, a draft Exchange Code and a draft Order of the Exchange Arbitration Court.
(3) When deciding on a request pursuant to paragraph 1, the Commission shall take into account in particular the needs of the capital market and the adequacy of the level of share capital in relation to the expected extent of the stock exchange trade.
(4) The request for permission to cancel the exchange shall specify:
(a) the trading firm and the registered office of the stock exchange to be cancelled;
(b) if the exchange is divided, merged or merged with another exchange, the fact referred to in paragraph 1 on the successor of the cancelled exchange;
(c) the reasons for the cancellation of the stock exchange.
(5) The application referred to in paragraphs 1 and 4 shall be decided within 60 days of notification. (3)
Exchange shares
(1) Exchange shares are denominated in name and transferable to other persons only with the consent of the Exchange Chamber. The exchange shall not issue priority shares or employee shares.
(2) If the Exchange Chamber does not agree to the transfer of shares to another person, the Exchange shall be obliged to buy those shares up to a maximum of their nominal value. The acquired shares shall be sold within three years of the acquisition and, if the shares are not sold within that period, the stock exchange shall take them out of circulation and reduce the share capital by their nominal value.
Stock market authorities
The authorities of the stock exchange are:
(a) the general meeting;
(b) the Exchange Chamber;
(c) the Supervisory Board.
General meeting
(1) The General Meeting is the highest body of the stock exchange.
(2) The meetings of the General Assembly may be attended by the stock exchange negotiator (§ 28), who are not shareholders of the stock exchange, the Secretary-General of the stock exchange (§ 12) and the stock commissioner (§ 32).
(3) General meeting:
(a) elect and dismiss members of the Exchange Chamber, the Supervisory Board and determine the remuneration for their activities;
(b) approve the Exchange Regulations (Paragraph 8 (2)), its amendments and other exchange-trade rules binding on its participants (hereinafter referred to as the Exchange Rules);
(c) approve the types of remuneration for the services provided by the stock exchange and the principles for determining their amount and establish how they are settled;
(d) perform other functions of the general meeting of the public limited company. 5)
(4) The stock exchange shareholder shall have a voting right at the meeting of the general meeting according to the nominal value of his shares, but not more than 20% of the total number of votes.
(5) The stock exchange rules may be entrusted with the approval of the stock exchange rules.
Exchange chamber
(1) The Exchange Chamber is the statutory body of the burzy.6)
(2) The Exchange Chamber may have a maximum of 24 members.
(3) The members of the Exchange Chamber are elected and withdrawn by the General Meeting.
(4) The term of election of the members of the Exchange Chamber shall not exceed three years. Re-election is possible.
(5) The meetings of the Exchange Chamber are managed by its chairman.
(6) At the meeting of the Exchange Chamber, at least half of the members of the Exchange Chamber shall be present. The Exchange Chamber shall decide by simple majority. In the event of a tie, the chairman shall vote. At least two thirds of the members of the Exchange Chamber shall be present when choosing and withdrawing the President and Vice-President, when discussing the Exchange Order or its proposal, the Exchange Rules or their proposal, the Draft Order of the Exchange Arbitration Court and their amendments, and the decision shall be approved by at least a two-thirds majority of the members present.
Rights and obligations of the Exchange Chamber
(1) Exchange chamber:
(a) ensure that the activities of the stock exchange are carried out in compliance with legislation, the stock exchange rules, the stock exchange rules and the protection of the interests of capital market participants;
(b) propose to the General Assembly the Exchange Regulations, unless the Statutes entrust its approval to the Exchange Chamber and its amendments and specify how they are to be published;
(c) propose to the general meeting stock exchange rules which determine the methods, types and conduct of the stock exchange trade, the manner and time limits for its execution and the procedure for non-compliance, the manner in which the stock exchange trading is recorded and the use of computing in that trade, unless the statutes entrust the approval of the stock exchange rules of the stock exchange chamber;
(d) appoint and dismiss the Secretary-General of the Exchange and the Exchange Agreement, organise a selection procedure for their appointment and establish qualification requirements;
(e) determine the amount of the entry fee, the remuneration for the services provided by the stock exchange and the remuneration for the brokering of the stock exchange by the stock exchange negotiators, the method of securing and settling the liabilities and risks arising from the stock exchange;
(f) adopt measures designed to prevent the activities of the stock exchange or the interests of its shareholders and participants in the capital market from being jeopardised, in particular by changing trading days and suspending trade in part or in full;
(g) decide on protests against decisions of the exchange committees relating to the authorisation to trade on the stock exchange and the admission of securities to the stock exchange, where that authorisation has been delegated to the exchange committees;
(h) decide on the protests against the securities issued;
(i) agree to the sale of stock exchanges;
(j) decide on the admission of securities to stock exchanges;
(k) publish stock exchange rates and purchase and sale data;
(l) grant and withdraw authorisation to purchase and sell securities on the stock exchange;
(m) supervise the activities of the exchange arrangements as laid down in the exchange rules;
(n) impose sanctions under Article 31 of this Act;
(o) carry out other business related to the management of stock exchanges;
(p) carry out other activities referred to in Sections 11 (1), 12, 20 (4), 21 (4) and 30 (1);
(q) perform other functions of the board of directors of the public limited liability company. 7)
(2) The rights and obligations of the Exchange Chamber are detailed in the Exchange Regulations and the Exchange Rules.
Chairman of the Exchange Chamber
(1) The Exchange House shall elect and remove from its members the Chairperson and Vice-Chairperson of the Exchange Chamber. The Vice-President of the Exchange Chamber shall represent the Chairman of the Exchange Chamber in his absence.
(2) Chairman of the Exchange Chamber:
(a) manage the activities of the Exchange Chamber and sign its resolution;
(b) submit to the General Meeting or Exchange Chamber for approval a draft of the Exchange Regulations, the Exchange Rules and the Regulations of the Exchange Arbitration Court and their amendments;
(c) it is entitled, in urgent cases, to take action under Paragraph 8 (1) (f) if it is not possible to convene the Exchange Chamber in due time.
Supervisory Board
(1) The Supervisory Council8) is not responsible for checking individual stock exchanges.
(2) The term of the members of the Supervisory Board may not exceed three years. Re-election is possible.
(3) Exchange employees shall not be members of the Supervisory Board and shall not have the right to elect members of the Supervisory Board.
Exchange committees
(1) The Exchange Chamber may set up exchange committees in order to carry out the activities referred to in Article 8 (1) (j) to (m).
(2) Exchange committees may be permanent or temporary. The rules governing the negotiation of exchange committees shall be laid down in the Exchange Regulations.
(3) The Exchange Committees are composed of members of the Exchange Chamber and of experts, investors and other persons. The Chairperson and members of the Exchange Committees shall be appointed and removed by the Exchange Chamber.
The Secretary-General of the Exchange
(1) The Secretary-General of the Exchange shall appoint and dismiss the Exchange Chamber. The Secretary-General of the Exchange shall be appointed on the basis of a selection procedure.
(2) The Secretary-General of the Exchange is an employee of the Exchange.
(3) The Secretary-General of the Exchange:
(a) manage the operation of the stock exchange apparatus and the operation of the stock exchange; its rights and obligations shall be determined by the exchange rules;
(b) may be a member of the Exchange Chamber and of the Exchange Committees, unless it is a member thereof, taking part in meetings of the Exchange Chamber and of the Exchange Committees with an advisory vote;
(c) impose fines pursuant to Article 31 (4);
(d) is entitled to take measures in Article 8 (1) (f) in cases provided for by exchange rules.
BURZONE TRADE
(1) Exchange trade is the purchase and sale of stock on a stock exchange on which the parties have agreed, by means of an automated trading system, in accordance with the stock exchange rules and the stock exchange rules, or which has been concluded outside that automated trading system, but has been incorporated into that system in accordance with the stock exchange and stock exchange rules.
(2) The participants in the exchange trade are those referred to in Article 14 (1) and (2) and in the exchange agreement.
Authorisation to purchase and sell stock on the stock exchange
(1) Securities may be bought and sold on the stock exchange by persons authorised to trade in securities pursuant to the Special Law (10) which fulfil other conditions laid down in the Exchange Regulations and the Exchange Rules, and which are:
(a) stock exchange shareholders; or
(b) persons to whom, at their request and upon payment of the registration fee, the Exchange Chamber has granted authorisation to buy and sell securities on the stock exchange.
(2) The Czech National Bank and the Czech Republic are also entitled to purchase and sell securities on the stock exchange through the Ministry of Finance.
(3) An authorisation to purchase and sell securities on the stock exchange may not be granted to a legal person whose assets have been declared bankrupt (11) or compensation has been granted, or the application for bankruptcy has been rejected for a period of five years following the end of the procedure.
(4) Persons who are not authorised to purchase and sell stock on the stock exchange may purchase and sell securities on the stock exchange through the persons referred to in paragraph 1 and, where appropriate, paragraph 2.
(5) The purchase and sale of non-securities investment instruments or other stock market instruments on the stock exchange may be authorised by the persons referred to in paragraph 1 who are authorised to trade such instruments on the basis of a special regulatory provision (10) and who are persons to whom the stock exchange chamber has, at their request, authorised to buy and sell such instruments on the stock exchange.
(6) The Czech National Bank and the Czech Republic are also entitled to purchase and sell non-securities investment instruments or other stock market instruments on the stock exchange via the Ministry of Finance.
(7) The Exchange Chamber is entitled to lay down additional conditions for the authorisation referred to in paragraph 1 (b) and paragraph 5.
(8) The Exchange Chamber may grant the authorisation provided for in paragraph 1 (b) and paragraph 5 simultaneously.
Exchange purchase and sale services
Only exchange negotiators may mediate the purchase and sale of stock on the stock exchange between persons entitled to purchase and sell stock on the stock exchange (Section 28), unless otherwise provided in the stock exchange rules.
Rights and obligations of market participants
Market participants shall:
(a) comply with the exchange rules and the exchange rules;
(b) to comply with the obligations of each exchange transaction;
(c) to proceed to the specified arrangements for clearing stock exchanges;
(d) to proceed to a specified means of securing and settling the liabilities and risks arising from exchange trade;
(e) submit to the Exchange Chamber the annual accounts verified by the auditor.
(1) Exchange-traded participants may enter into over-the-counter trade in securities admitted to trading on the stock exchange only to the extent permitted by the Exchange Chamber and are obliged to inform the Exchange.
(2) The Czech National Bank may enter into over-the-counter transactions in securities admitted to trading on the stock exchange without restriction, including with other participants in stock exchanges, and is not obliged to inform the stock exchange of such transactions. Without the approval of the Czech National Bank, neither the participants nor the participants are entitled to inform the stock exchange about these transactions.
(1) In exchange trade, its participants shall have equal access to the services provided by the exchange under the conditions laid down in the exchange rules. All participants in the stock market shall be made available at the same time with the same information as regards the facts relevant to the development of the securities exchange rate.
(2) Exchange-traded participants are not allowed to enter into exchanges aimed at the harm of third parties.
(3) Persons who have, from their employment or position before other participants in the stock market, information on facts which may affect the course of certain securities may not enter into transactions in such securities or use their information for the benefit of other persons until such information has become generally known.
(4) The Exchange Chamber will determine in the Exchange Rules which persons cannot enter into trade in certain securities because of their employment or position.
ACCEPTANCE OF THE PRICE PAPER TO THE BURZ TRADE
(1) The acceptance of the security for the stock exchange trade shall be decided by the Exchange Chamber or by the designated Exchange Committee, if established, at the request of the issuer, unless otherwise provided for by this law.
(2) The conditions for the admission of a security to the stock exchange which must be met by the issuer of the security and the issue of securities by it are laid down in specific legislation11a) and the stock exchange rules.
(3) When a security is admitted to the stock market, the Exchange Chamber shall decide whether the security will be traded on the main or other securities market.
(4) The conditions for the admission of investment instruments which are not securities and, where appropriate, other capital market instruments for stock exchanges, are laid down in the exchange rules.
The provisions of this Part shall not apply to sovereign debt which are admitted to stock exchanges without an application and without a prospectus.
DETERMINATION OF FUCKS, PUBLICATION OF PRICES, INFORMATION AND MANAGEMENT OF BURZED TRADE
(1) The security exchange rate for which the exchange date is traded is calculated by an automated system. If an automated system is not used on the stock exchange, the exchange rate is determined by the exchange agreement.
(2) The arrangements for determining the rates of securities are laid down in the Exchange Regulations.
(3) Securities courses are announced at the stock exchange and published on the exchange list at the end of the exchange day. This is without prejudice to the provisions on the obligation to publish weighted averages of prices under the Securities Act.
(1) A protest at the Exchange Chamber may be brought against the securities issued within three days of their publication. This protest shall be decided definitively by the Exchange Chamber within three days of its delivery. The protest has no suspensive effect. If the Exchange Chamber does not decide within this period, it shall be deemed to accept the protest.
(2) Decisions on protests shall not be subject to administrative procedures.
Settlement of individual stock exchanges
(1) The settlement of individual stock exchanges is carried out by a legal person authorised in accordance with a special law, 12) under a contract concluded with the stock exchange.
(2) This legal person may not conduct stock exchanges. It shall submit to the Exchange Chamber and the Exchange Commissioner, upon request, information on closed stock exchanges and their settlement.
(3) Exchange participants shall be required to comply with the rules for settlement of exchange transactions laid down by the legal person referred to in paragraph 1.
BURZ AGREEMENTS
(1) The Exchange Agreement is an intermediary for the purchase and sale of securities between persons authorised to purchase and sell securities on the stock exchange.
(2) The Exchange Agreement appoints and removes the Exchange Chamber on the basis of a selection procedure. The stock exchange agreement is not an employee of the stock exchange.
(3) Exchange agreements:
(a) mediates the purchase and sale of securities allocated to it by the Exchange Chamber;
(b) determine the rates of the securities allocated;
(c) keep a daily log of the individual stock exchanges in which, in a time series, the stock exchanges brokered on the relevant exchange day, other participants in the stock exchanges, issuers of securities, exchange-traded securities courses, types of transactions, as well as any cancellation or withdrawal of the stock exchanges. A refusal to brokerage referred to in point (f) shall also be entered in the stock exchange business log. The stock exchange business log may be replaced by output sets from an automated system, confirmed by an exchange agreement;
(d) it may not enter into individual stock exchanges on its own account and on its own behalf, or on its own behalf, or assume a guarantee for the performance of the stock exchanges which it brokers. Exemptions shall consist of exchange transactions which are temporarily concluded by the exchange negotiator on his own behalf to comply with orders from his clients for a maximum period of three days;
(e) be obliged to act honestly and actively in the interests of the participants in the stock market and the capital market;
(f) it may not enter into a stock exchange unless it is reasonably suspected that the participant in the stock exchange is not being honest or insolvent;
(g) may not be a member of the Supervisory Board of the Exchange, its apparatus or an arbitrator or employee of the Exchange Arbitration Court;
(h) may not be a procurer, a member of the statutory or supervisory body of a person authorised to purchase and sell securities on the stock exchange.
(4) Upon the conclusion of the Exchange Trade Agreement, the Exchange Agreement shall issue to the other Participants a closing note confirming the agreed terms of the Exchange Trade. The closing note may be replaced by an automated system output assembly containing the necessary details of the closed exchange transaction, as confirmed by the exchange agreement.
(5) The Exchange Agreement is required to be present on the Exchange Day at the Exchange during the entire period of office and to participate in the Exchange Trade in person. In the event of absence, they shall ensure that they are represented by another exchange agreement.
(6) The Exchange Agreement is entitled to the remuneration for brokering the Exchange Trade as soon as it has delivered the closing certificates.
(7) Remuneration for brokerage of stock exchanges is paid equally by other participants, unless otherwise agreed.
COMMERCIAL DISTRIBUTION
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Regulation Information
| Citation | Act No. 214 / 1992 Coll., on Stock Exchange |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 22.05.1992 |
|---|---|
| Effective from | 22.05.1992 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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