of March 5, 1999 No. 46-FZ
About protection of the rights and legitimate interests of investors in the security market
Accepted by the State Duma on February 12, 1999
Approved by the Federation Council on February 18, 1999
The purposes of this Federal Law are ensuring the state and public protection of the rights and legitimate interests of physical persons and legal entities which investment object are including issued securities (further - investors), establishment of the restrictions connected with investment attraction of physical persons, and also determination of payment procedure of compensations and provision of other forms of compensation of damage to investors - to physical persons, caused by illegal actions of issuers and other members of the security market (further - professional participants) in the security market.
1. Are established by this Federal Law:
conditions of provision by professional participants of services to the investors who are not professional participants;
the restrictions connected with investment attraction of physical persons;
additional requirements to the professional participants providing services to investors in the security market;
additional terms of placement of issued securities among unrestricted circle of investors in the security market;
additional measures for protection of the rights and legitimate interests of investors in the security market and responsibility of issuers and other persons for violation of these rights and interests.
2. This Federal Law is not applied to the relations connected with attraction of money in deposits by banks and other credit institutions, insurance companies and non-state pension funds, the circulation of deposit and savings certificates of the credit institutions, checks, bills of exchange and other securities which are not in accordance with the legislation of the Russian Federation issued securities and also with the circulation of bonds of the Central bank of the Russian Federation (further - the Bank of Russia), government securities of the Russian Federation, government securities of subjects of the Russian Federation and securities of municipalities, except as specified, the stipulated in Article 5.1 presents of the Federal Law.
The relations connected with protection of the rights and legitimate interests of investors in the security market the restrictions connected with investment attraction of physical persons are regulated by this Federal Law, other Federal Laws and other regulatory legal acts of the Russian Federation.
1. It is forbidden to advertizes and offer the unrestricted group of people securities of the issuers who are not opening information in amount and procedure which are stipulated by the legislation the Russian Federation about securities for the issuers who are publicly placing securities.
2. Conditions of the agreements signed with investors which limit the rights of investors in comparison with the rights stipulated by the legislation the Russian Federation about protection of the rights and legitimate interests of investors in the security market, are insignificant.
3. Violation of Items 1 and 2 of this Article by the professional participant is the basis for cancellation or suspension of action of its license for implementation of professional activity in the security market and (or) imposings of penalty.
1. Ha the security market are forbidden public placement and the public address, advertizing and the offer in any other form to the unrestricted group of people of the securities intended for skilled investors, securities, public placement and (or) the public address of which is forbidden or it is not provided by the Federal Laws and other regulatory legal acts of the Russian Federation, and also the documents certifying cash and other obligations but which at the same time are not securities in accordance with the legislation of the Russian Federation.
2. Ceased to be valid according to the Federal Law of the Russian Federation of 29.12.2012 г.№282-ФЗ.
3. Bond emission and other issued securities by non-profit organizations is allowed only in the cases provided by the Federal Laws and other regulatory legal acts of the Russian Federation in the presence of the providing determined by the specified regulations or without providing if lack of providing is allowed by the Federal Laws.
4. Persons which signed the prospectus of the issue of securities bear solidary subsidiary damage liability, caused by the issuer to the investor owing to containing in the specified prospectus of the doubtful and (or) misleading the investor information.
The independent appraiser and auditor who signed the prospectus of the issue of securities bear solidary with the other persons who signed the prospectus of the issue of securities, damage liability, subsidiary with the issuer, caused to the investor by the issuer owing to containing in the specified prospectus of the doubtful and (or) misleading the investor information and confirmed with them.
The claim for compensation of damage for the bases specified in paragraphs one and the second this Item can be shown in court within one year from the date of violation detection, but no later than three years from the date of the beginning of securities placement.
1. Investment attraction of physical persons by the conclusion of contracts with physical persons on the terms of the public offer or as a result of the direction of the offer to do the offer, addressed to the uncertain group of people, is allowed only by means of counter provision to physical persons of the securities provided by the Federal Law of April 22, 1996 No. 39-FZ "About the security market" and (or) the Federal Law of November 29, 2001 No. 156-FZ "About investment funds", and (or) the Federal Law of November 11, 2003 No. 152-FZ "About mortgage securities" or if the right of persons attracting investments to investment attraction of physical persons is provided by the Federal Laws.
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