of April 22, 1996 No. 39-FZ
About the security market
Accepted by the State Duma of the Russian Federation on March 20, 1996
Approved by Council of the Russian Federation on April 11, 1996
This Federal Law governs the relations arising in case of issue and the circulation of issued securities irrespective of the issuer's type in case of the circulation of other securities in the cases provided by the Federal Laws and also feature of creation and activities of professional participants of the security market.
1. For the purpose of this Federal Law the following basic concepts are used:
1) issued securities - any securities which are characterized by at the same time following signs:
fix set of the property and non-property rights which are subject to the certificate, concession and unconditional implementation with observance established by this Federal Law of form and procedure;
take place releases or additional releases;
have equal amount and terms of implementation of the rights in one release irrespective of time of acquisition of securities;
2) release of issued securities - set of all securities of one issuer who is providing equal amount and terms of implementation of the rights to their owners and having identical nominal value in cases if availability of nominal value is stipulated by the legislation the Russian Federation. Registration number which extends to all securities of this release is assigned to release of issued securities;
3) additional release of issued securities - set of the securities placed in addition to earlier placed securities of the same release. Securities of additional release are placed on identical conditions;
4) registration number - digital (alphabetic, sign) code which identifies specific release (additional release) of issued securities;
5) the owner - person specified in accounting records (records on personal account or the custody account) as the owner of bank entry securities, or person to whom documentary securities belong on the property right or other corporeal right;
6) persons performing the rights on securities - owners of securities and other persons who according to the Federal Laws or their personal law on its own behalf perform the rights on securities;
7) the issuer - the legal entity, executive body of the government, local government body which bear on its own behalf or on behalf of public legal entity of the obligation to owners of securities on implementation of the rights affirmed by these securities;
8) specialized society - economic society which conforms to the requirements established by Chapter 3.1 of this Federal Law;
9) issue of securities - the sequence of the issued securities of actions of the issuer connected with placement established by this Federal Law and other persons;
10) the share - the issued security affirming the rights of its owner (shareholder) to receipt of part of profit of joint-stock company in the form of dividends on participation in management of joint-stock company and on part of the property remaining after its liquidation;
11) the bond - the issued security affirming the right of its owner to obtaining (if other is not provided by this Federal Law) in the time provided in it from bond issuing institution of its nominal value or other property equivalent. The bond in case of observance of the conditions established by this Federal Law can not provide the right of its owner to receipt of nominal value of the bond depending on approach of one or several circumstances specified in it. The bond can also provide the right of its owner to receipt of the percent established in it or other property rights. The income on the bond are the percent and (or) discount;
12) the option of the issuer - the issued security affirming the right of its owner to purchase in the time provided in it and (or) in case of approach of the circumstances of certain number of shares of the issuer of such option specified in it at the price determined in the option of the issuer. Decision making about placement of options of the issuer and their placement are performed according to the rules of securities placement established by the Federal Laws, converted into shares. At the same time the share placing price in pursuance of requirements for options of the issuer is determined according to the price determined in such option;
13) the Russian depositary receipt - the issued security which does not have nominal value, certifying the property right to certain quantity of the represented securities (shares or bonds of the foreign issuer or securities of other foreign issuer certifying the rights concerning shares or bonds of the foreign issuer) and affirming the right of its owner to demand from the issuer of the Russian depositary receipts of obtaining instead of the Russian depositary receipt of the corresponding quantity of the represented securities and rendering the services connected with implementation by the owner of the Russian depositary receipt of the rights affirmed by the represented securities. If the issuer of the represented securities assumes liabilities to the owner of the Russian depositary receipt, the specified security certifies also the right of its owner to require proper accomplishment of these obligations;
14) placement of issued securities - alienation of issued securities by the issuer to the first owners by the conclusion of civil transactions;
15) public placement of securities (securities placement by open subscription) - securities placement by their offer to the unrestricted group of people, including at the organized biddings and (or) with advertizing use. Placement at the organized biddings of the securities intended for skilled investors, or securities to which placement according to the Federal Laws requirements and the restrictions set by this Federal Law for the placement and security circulation intended for skilled investors and also securities placement with use of investment platforms extend is not public;
16) security circulation - the conclusion of the civil transactions involving transition of the rights to securities;
17) public security circulation - security circulation at the organized biddings or security circulation by the offer of securities to the unrestricted group of people, including with advertizing use. The address at the organized biddings of the securities intended for skilled investors, or securities to which circulation according to the Federal Laws requirements and the restrictions set by this Federal Law for the placement and security circulation intended for skilled investors and also transactions with securities with use of investment platforms extend is not public;
18) professional participants of the security market - legal entities who are created in accordance with the legislation of the Russian Federation and perform the types of activity specified in Articles 3 - 5, the 7 and 8 this Federal Law, and also person which perform the activities specified in article 6.1 of this Federal Law;
19) the financial consultant in the security market - the legal entity having the license for the implementation of broker and (or) dealer activities in the security market rendering to the issuer of service in preparation of the securities prospectus;
20) listing of securities - inclusion of securities by the organizer of trade in the list of the securities admitted to organized trading for the conclusion of purchase and sale agreements including inclusion of securities by the exchange in the quoted list;
21) delisting of securities - exception of securities the organizer of trade from the list of the securities admitted to organized trading for the conclusion of purchase and sale agreements including exception of securities the exchange from the quoted list;
22) the financial instrument - security or the derivative financial instrument;
23) the derivative financial instrument - the agreement, (except for the repurchase agreement, and also the option agreement signed with physical person in connection with execution of labor obligations by it based on the employment contract or in connection with participation of physical person in governing bodies of economic society), providing one or several of the following obligations:
obligation of the Parties or agreement parties periodically or one-timely to pay sums of money, including in case of presentation of requirements by other party, depending on the change in price for goods, securities, rate of the corresponding currency, size of the interest rates, the rate of inflation, values calculated based on the prices of derivative financial instruments, measure values constituting official statistical information, values of physical, biological and (or) chemical indicators of state of environment from approach of the circumstance testimonial of non-execution or improper execution by one or several legal entities, the states or municipalities of the obligations (except for the guarantee agreement and the insurance contract), or other circumstance or other indicators, which are provided by the Federal Law or regulations of the Central bank of the Russian Federation (further - the Bank of Russia) and concerning which it is unknown, they will come or not, and also from change of the values calculated based on one or set of several indicators specified in this Item. At the same time such agreement can also provide obligation of the Parties or agreement parties to transfer to other party securities, goods or currency or obligation to sign the agreement which is the derivative financial instrument;
obligation of the Parties or the parties on the conditions determined in case of the conclusion of the agreement in case of submission of demand other party to purchase or sell securities, currency or goods or to sign the agreement which is the derivative financial instrument;
obligation of one party to transfer securities, currency or goods to the possession to other party not earlier than the day before yesterday after day of the conclusion of the agreement, obligation of other party to accept and pay the specified property and specifying on the fact that such agreement is the derivative financial instrument;
23. 1) nominal of the obligation of the derivative financial instrument - the size of sum of money proceeding from which monetary claims of the parties (party) of the agreement which is the derivative financial instrument are determined. At the same time the nominal of the obligation can be determined in firm sum of money or according to the procedure, established by the specified agreement;
24) the controlling person - person having the right directly or indirectly (through persons under control to it) to dispose owing to participation in controlled organization and (or) based on property trust management agreements and (or) particular partnership, and (or) the order, and (or) the shareholders' agreement, and (or) other agreement which subject is implementation of the rights certified by shares (shares) of controlled organization, more than 50 percent of votes in the supreme body of management of controlled organization or the right to appoint (to elect) sole executive body and (or) more than 50 percent of structure of collegiate organ of management of controlled organization;
25) under control person (controlled organization) - the legal entity who is under direct or indirect control of the controlling person;
26) the complete accounting period - the accounting period concerning which fixed term of submission of accounting (financial) records expired or the accounting (financial) records for which are constituted before the expiration of fixed term of its representation;
27) consolidated financial statements of the issuer - the consolidated financial statements constituted by the issuer according to the Federal Law of July 27, 2010 No. 208-FZ "About consolidated financial statements";
28) the financial reporting of the issuer - the financial reporting constituted by the issuer according to the Federal Law of July 27, 2010 No. 208-FZ "About consolidated financial statements" if this issuer together with other organizations according to international accounting standards does not create group;
29) the skilled investor - the skilled investor owing to the Federal Law or person recognized as the skilled investor according to this Federal Law;
30) the skilled investor owing to the Federal Law - person specified in Item 2 of article 51.2 of this Federal Law.
2. The concepts "insider information", "market manipulation" are used in this Federal Law in the value determined by the Federal Law of July 27, 2010 No. 224-FZ "About counteraction to unauthorized use of insider information and to market manipulation and about modification of separate legal acts of the Russian Federation".
3. If other is not established by this Federal Law or other federal securities laws or does not contradict being of the corresponding relations, the rules provided by this Federal Law for owners of securities are applied also to the other persons performing on its own behalf is right on securities.
1. Broker activities activities for execution of the order of the client (including the issuer of issued securities are recognized in case of their placement) on making of civil security transactions and (or) on the conclusion of the agreements which are derivative financial instruments, performed based on paid contracts with the client (further - the agreement on broker servicing).
The professional participant of the security market performing broker activities hereinafter is referred to as as the broker.
In case of rendering by the broker services in placement of issued securities the broker has the right to acquire at own expense not placed in time, provided by the agreement, securities.
When implementing equity life insurance activities of insurance company for transactions with the investment shares of open mutual investment funds or closed-end investment funds intended for skilled investors from name and at the expense of the insurer are not broker activities.
2. The broker makes the actions directed to execution of orders of clients in that sequence in what such orders were accepted.
The broker shall take all reasonable measures directed to execution of the order of the client, providing at the same time priority of interests of the client before own interests.
The broker shall perform the assumed order of the client honesty and on the conditions, most profitable to the client, according to its instructions. In case of absence in the agreement on broker servicing and the order of the client of such instructions the broker performs the order taking into account all circumstances important for its execution including completion date, transaction price, expenses on transaction and obligation fulfillment on it, risk of non-execution or improper execution of the transaction by the third party. If in the agreement on broker servicing organizers of trade or the foreign exchanges at which organized biddings the broker shall perform orders of the client are specified, requirements of this paragraph are applied taking into account rules of the specified biddings.
During transaction on the terms of more profitable, than those which were specified by the client the broker has no right to additional benefit if the agreement on broker servicing does not establish procedure for its distribution.
The report of the broker on committed transactions shall contain including price information of each of such transactions and expenses made by the broker in connection with their making and if the broker received additional benefit according to the transaction made on the terms of more profitable, than those which were specified by the client - information on the extent of the additional benefit received by it.
The broker shall transfer the information about the physical person and its expenses connected with acquisition and storage of securities, to other professional participant of the security market specified by physical person no later than 30 days from the date of receipt of the corresponding statement from physical person according to the procedure which is available for him who is established by the basic standard of making of transactions in the financial market developed by self-regulatory organization in the sphere of the financial market uniting brokers, approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market". The structure of such data affirms federal executive body, the representative for control and supervision in the field of taxes and fees. The format of the messages transferred electronically, containing such data is established by the basic standard of making of transactions in the financial market developed by self-regulatory organization in the sphere of the financial market uniting brokers, approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market".
2.1. If it is provided by the agreement on broker servicing, the broker has the right to make security transactions and to sign the contracts which are derivative financial instruments at the same time being the representative of the different parties in the transaction, including not being entrepreneurs.
2.2. The obligations which arose from the agreement signed not at the organized biddings, each of the parties of which is the broker, do not stop coincidence of the debtor and creditor in one person if obligations of the parties are fulfilled at the expense of different clients or the third parties for the benefit of different clients. The broker has no right to sign the specified agreement if its conclusion is performed in execution of the order of the client who is not containing the price of the agreement or procedure for its determination. Transaction consequence with violation of the requirements established by this Item is assignment on the broker of obligation to pay to the client damages.
2.3. If it is provided by the agreement on broker servicing and the order of the client, such order is performed by making by the broker at own expense of the transaction with the third party with the subsequent transaction with this client. At the same time such bargains are concluded based on the specified order of the client. The rights and the client's obligations according to the transaction with the broker shall be completely identical to the rights and obligations of the broker on the transaction made with the third party.
Cases when the order of the client specified in this Item is performed by making by the broker of the transaction with the third party not at the organized biddings, are established by the regulation of the Bank of Russia.
2.4. If other is not provided by this Federal Law, the broker before adoption of orders of the client on transactions with securities and (or) on the conclusion of the agreements which are derivative financial instruments shall provide to the client who is not the skilled investor, information or information access:
1) about the prices of demand and bid prices of such securities and derivative financial instruments or about other circumstances, information on which is necessary in strength of mind of the transaction;
2) about the expenses refunded by the client to the broker in connection with execution of orders and also about amount of remuneration of the broker or procedure for its determination;
3) the Bank of Russia has the right to determine the additional information which the broker shall provide to the client who is not the skilled investor before adoption of orders on transactions with securities and (or) on the conclusion of the agreements which are derivative financial instruments and also amount, structure of such information, procedure, methods and terms of its provision or procedure, methods and terms of provision of access to it.
2.5. Information provided by subitems 1 and 2 of Item 2.4 of this Article shall be clear and available to the client who is not the skilled investor. The amount, structure of such information, procedure, methods and terms of its provision or procedure, methods and terms of provision of access to it are established by the basic standard of making of transactions in the financial market developed by self-regulatory organization in the sphere of the financial market uniting brokers, approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market". Information provided by the subitem 1 of Item 2.4 of this Article or access to it is not provided in connection with the impossibility of their provision caused by circumstances for which the broker is not responsible in the cases established by the specified basic standard.
2.6. Non-execution by the broker of obligation on provision to the client of information provided by subitems 1 and 3 of Item 2.4 of this Article, or access to such information deprives of the broker of the right in case of dispute to refer to specifying of the client as on the basis for release of the broker from responsibility for the losses caused to the client which arose at it in connection with violation by the broker of the requirement about provision of the relevant information or access to it before adoption of the order of the client.
3. The money of clients given by them to the broker for transactions with securities and (or) the conclusions of the agreements which are derivative financial instruments and also the money received by such transactions and (or) such agreements broker which is made (are concluded) by the broker based on contracts with clients, shall be on the separate bank account (accounts) opened (opened) by the broker in credit institution (the special broker account). The broker shall record the money of each client which is on the special brokerage account (accounts) and to report to the client. On the money of clients which is on the special brokerage account (accounts) collection according to obligations of the broker cannot be turned. The broker has no right to enlist own money into the special brokerage account (accounts), except for provisions of loan to the client according to requirements of this Article and (or) return of money to the client, and also provided by regulations of the Bank of Russia of other cases of obligation fulfillment before the client.
Paragraph two of ceased to be valid
The broker has the right to exploit the money which is on the special brokerage account (accounts) if it is provided by the agreement on broker servicing, guaranteeing to the client execution of its orders at the expense of the specified money or their return upon the demand of the client. Money of the clients who granted the right of their use to the broker in its interests shall be on the special brokerage account (accounts) separate of the special broker account (accounts) on which there is money of the clients who did not grant to the broker such right. Money of the clients who granted to the broker the right of their use can be enlisted by the broker on its own bank account.
Paragraph fourth ceased to be valid
3.1. If the broker renders services in execution of orders on making of civil transactions with the goods admitted to organized trading (including with precious metals), and (or) with foreign currency, then the money of clients transferred to the broker for making of such transactions and also the money received by such transactions broker shall be on the special brokerage account (accounts) if it is provided by the agreement on broker servicing.
3.2. If it is provided by the agreement on broker servicing, the client has the right to transfer to the broker precious metals, including as providing the obligations to the broker. The specified precious metals can be on the separate bank account (accounts) in precious metals opened (opened) by the broker in credit institution (the special broker account in precious metals). The precious metals received by the transactions broker made for customer account also can be on the special brokerage account in precious metals.
The broker shall record the precious metals of each client which are on the special brokerage account (accounts) in precious metals and to report to the client. On the property of clients which is on the special brokerage account (accounts) in precious metals collection according to obligations of the broker cannot be turned. The broker has no right to enlist own precious metals into the special brokerage account (accounts) in precious metals.
3.3. The broker who is the participant of clearing upon the demand of the client shall open the separate special broker account for execution and (or) the ensuring obligation fulfillment allowed to clearing and arisen from the agreements signed at the expense of such client.
3.4. The broker answers to the client for safety of the money and other property of the client which are on the special brokerage account.
3.5. Requirements of Items 3 - 3.4 these Articles do not extend to credit institutions.
4. The broker has the right to provide to the client in loan money and/or securities for transactions of purchase and sale of securities on condition of provision by the client of providing. The transactions made with use of the money and/or securities transferred by the broker to loan hereinafter are referred to as as marginal transactions.
Terms of the contract of loan, including loan amount or procedure for its determination, can be determined by the agreement on broker servicing. At the same time the document certifying transfer to loan of certain sum of money or certain number of securities the report of the broker on committed marginal transactions or other document determined by terms of the contract is recognized.
The broker has the right to levy percent on the granted loans from the client. As providing obligations of the client, including on the granted loans, the broker has the right to accept the money, precious metals considered on bank accounts, the securities and other types of property provided by the regulation of the Bank of Russia.
The securities and other property of the client which are at the disposal of the broker including the property which is providing obligations of the client on the loans granted by the broker are subject to revaluation by the broker according to the procedure and on conditions which are established by the Bank of Russia. Also requirements for the bargains concluded for customer account are subject to revaluation.
In non-return cases in time of loan amount and (or) busy securities, failure to pay in time percent on the granted loan, and also in the cases provided by the agreement on broker servicing, the broker turns collection on the money and (or) securities speaking as providing obligations of the client on the loans granted by the broker, extrajudicially by implementation of such securities at the organized biddings.
The paragraph of the sixth ceased to be valid according to the Federal Law of the Russian Federation of 29.06.2015 No. 210-FZ
If other is not provided by the agreement on broker servicing, the broker who assumed at the request of the client the obligation on cession of property to the third party having the right to demand from the specified client of transfer to it in the order of such property in that amount what has such obligation by the time of its execution. In case of non-execution by the client of the specified requirement the broker has the right to make without its order the transaction at the expense of the property of this client which is at the broker and (or) at the expense of property which the broker has the right to require according to other transactions made at the expense of this client and to count execution according to such transaction of repayment of the specified requirement to the client.
The transactions of the broker for customer account without its order provided by this Item can be made not at the organized biddings only in the cases provided by regulations of the Bank of Russia.
4.1. Requirements to property, except for money in currency of the Russian Federation which can be transferred to the broker as providing obligations of the client to the broker, including on the loans granted by the broker are established by regulations of the Bank of Russia.
4.2. The broker has the right to refuse execution of the order of the client if execution of this order leads to violation of requirements of the Federal Laws, regulations of the Bank of Russia, the basic standards developed by self-regulatory organization in the sphere of the financial market uniting the brokers approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market" or to realization of conflict of interest. The specified right of the broker is performed by the customer notification about refusal of execution of such order.
5. The broker has the right to acquire the securities intended for skilled investors, securities on placement and which address according to the Federal Laws requirements and the restrictions set by this Federal Law for the placement and security circulation intended for skilled investors extend and also to sign the contracts which are derivative financial instruments which according to this Federal Law and other Federal Laws can consist only at the expense of skilled investors only if the client at the expense of whom such transactions are made (such contracts are signed), is skilled investor. At the same time the security or the derivative financial instrument are considered intended for skilled investors if according to regulations of the Bank of Russia of the transaction with such securities (the agreements which are such derivative financial instruments) can be made (to consist) exclusively skilled investors or at the expense of skilled investors.
6. Consequences of making by the broker of security transactions and the conclusions of the agreements which are derivative financial instruments in defiance of the requirement of Item 5 of this Article, including as a result of illegal recognition of the client by the skilled investor, are:
1) assignment on the acquisition broker of obligation at own expense at the client of securities upon the demand of the client and on compensation to the client of all expenses incurred when making of the specified transactions including expenses on fee of the broker, depositary, clearing organization and exchange;
2) assignment on the payment broker of obligation to the client of sum of money in the amount of the losses suffered by the client in connection with the conclusion and execution of the agreements which are derivative financial instruments including all expenses incurred by the client when making of the specified transactions including expenses on fee of the broker, depositary, clearing organization and exchange.
6.1. Consequence of acquisition by the broker of securities in defiance of requirements of the subitem 4 of Item 1 of article 3.1 of this Federal Law is assignment on the acquisition broker of obligation at own expense at the client of securities upon the demand of the client and on compensation to the client of all expenses incurred when making of the specified transactions including expenses on fee of the broker, depositary, clearing organization and exchange. The consequence provided by this Item is applied in case of finding of the acquired securities at the disposal of the broker. In the absence of the acquired securities at the disposal of the broker the consequence, stipulated in Item 6.2 these Articles is applied.
6.2. Conclusion consequence the broker of the agreement in defiance of requirements of subitems 1 - the 3 and 5 Item 1 of article 3.1 of this Federal Law is assignment on compensation broker of obligation to the client of the losses suffered by the client in connection with the conclusion and agreement performance including all expenses incurred by the client when making of the specified transaction including expenses on fee of the broker, depositary, clearing organization and exchange.
6.3. In case of violation by the broker of requirements of Item 6 of Article 3. 1, article 51.2-1 of this Federal Law on conducting testing the consequence, stipulated in Item 6.1 or 6.2 these Articles is applied.
7. In the case provided by the subitem 1 of Item 6 or Item 6.1 of this Article, security purchase is performed on the greatest of the following prices: the prices of acquisition of this security or market price of date of the statement by the client of the requirement provided by the subitem 1 of Item 6 or Item 6.1 of this Article.
8. The claim for application of the consequences provided by Items 6 - 6.3 these Articles, can be shown by the client within one year from the date of receipt to them the corresponding report of the broker on committed transactions.
9. For the purpose of the conclusion of the agreement on broker servicing the broker has the right to involve other legal entity only based on the agreement of the order (further - the broker's attorney). The broker bears responsibility for violation the attorney of the broker of the legislation of the Russian Federation and regulations of the Bank of Russia. Conditions and procedure for attraction by the broker of the confided broker are established by the basic standard developed, approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market".
9.1. The broker acting independently or with involvement of the confided broker shall provide to the physical person having intention to sign with the broker the agreement on broker servicing, reliable information on such agreement, including on its conditions and risks connected with its execution. The minimum (standard) requirements to amount and contents of the provided information are established by the basic standard of protection of the rights and interests of physical persons and legal entities - receivers of the financial services rendered by members of the self-regulatory organizations uniting brokers which is developed, approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market", and (or) the regulation of the Bank of Russia. The specified information shall be provided in writing on paper or electronically. The Bank of Russia has the right to establish form, methods and procedure for provision of the specified information.
10. In case of execution of the orders of the client expressed as the electronic messages created and transmitted automatically without participation of the client by means of the program technical means provided to the client by the broker or the other person based on the contract with the broker the last has no right to earn the reward put into dependence on quantity and (or) amount of the transactions made based on such orders and shall include information on their execution in the report separately from information on execution of other orders of the client.
1. If other is not provided by this Federal Law or other Federal Laws, the order of the client - the physical person which is not the skilled investor is performed by the broker only with positive result of testing of the client - the physical person which is carried out according to article 51.2-1 of this Federal Law provided that such order moves in the relation:
1) transactions according to which the broker assumes obligation on cession of property of the client - physical person if at the time of acceptance of such obligation the property of the client - physical person, subject to transfer, is not at the disposal of the broker, are not subject to receipt no later than day of its transfer to the broker on other transactions made at the expense of this client or if the broker give the specified property according to other transactions made at the expense of this client;
2) transactions at the organized biddings on which the obligation on cession of property of the client of the broker - physical person is assumed by the participant of clearing if at the time of acceptance of such obligation the property of the client - physical person, subject to transfer, is not at the disposal of this participant of clearing, are not subject to receipt no later than day of its transfer to such participant of clearing according to other transactions made at the expense of this client or if the participant of clearing give the specified property according to other transactions made at the expense of this client;
3) the agreements which are derivative financial instruments and are not intended for skilled investors;
4) transactions on acquisition of securities, except for the securities specified in Item 2 of this Article;
5) repurchase agreements, except for the agreements corresponding to conditions of Item 5 or 5.1 of this Article.
2. Execution of the order of the client - physical person on transactions does not require conducting testing if the order moves concerning transactions on acquisition:
1) the bonds included in quoted lists of the security exchange, except for;
2) bonds of the Russian issuers (except for structural bonds, bonds converted into other securities and bonds, the amount of payments, including percent on which depends on approach or not approach of one or several circumstances specified in the paragraph the second the subitem 23 of Item 1 of article 2 of this Federal Law) in case of simultaneous observance of the following conditions:
bonds are issued in accordance with the legislation of the Russian Federation or the right of the foreign state which is the member of the Eurasian Economic Union or the member of the European Union or according to the right of the United Kingdom of Great Britain and Northern Ireland provided that between such foreign state and the Russian Federation the international treaty on avoidance of double taxation is signed;
bonds, their issuer or person which provided providing on bonds have credit rating not below the Bank of Russia of level established by the Board of directors;
3) bonds of foreign issuers (except for subordinated bonds, bonds, the amount of payments, including percent on which depends on approach or not approach of one or several circumstances specified in the paragraph the second the subitem 23 of Item 1 of article 2 of this Federal Law, and also bonds converted into shares and other securities) in case of simultaneous observance of the following conditions:
issuer is the foreign state or the foreign organization with the organization place in foreign state which is the member of the Eurasian Economic Union or the member of the European Union or with the organization place in the United Kingdom of Great Britain and Northern Ireland provided that between such foreign state and the Russian Federation the international treaty on avoidance of double taxation is signed;
obligation fulfillment on bonds which issuer is the foreign organization is provided or performed at the expense of the legal entity created in accordance with the legislation of the Russian Federation who has credit rating not below the Bank of Russia of level established by the Board of directors;
4) investment shares of open and interval mutual investment funds, exchange mutual investment funds;
5) government securities of the Russian Federation or the subject of the Russian Federation, except for securities, the amount of payments for which depends on approach or not approach of one or several circumstances specified in the paragraph the second the subitem 23 of Item 1 of article 2 of this Federal Law;
6) the shares of the foreign issuer or securities of other foreign issuer certifying the rights concerning such shares which are not included in quoted lists of the exchange provided that the specified shares are included into calculation at least of one of indexes which list is established by the Board of directors of the Bank of Russia, and - to physical person information on the tax rate and payment procedure of taxes concerning the income on such securities is provided to the client;
7) the foreign securities which are not included in quoted lists of the exchange relating according to the personal law of person obliged on them to securities of the schemes of collective investment admitted to organized trading in the presence of the contract of the organizer of trade with person obliged on them provided that profitability of such securities according to their prospectus (rules) is determined by the index entering the list established by the Board of directors of the Bank of Russia and to the client - information on the tax rate and payment procedure of taxes concerning the income on such securities is provided to physical person;
8) other securities corresponding to the criteria established by the regulation of the Bank of Russia.
3. Content and procedure for provision of information specified in subitems 6 and 7 of Item 2 of this Article are established by the basic standard of protection of the rights and interests of physical persons and legal entities - receivers of the financial services rendered by brokers, No. 223-FZ developed, approved and approved according to requirements of the Federal Law of July 13, 2015 "About self-regulatory organizations in the sphere of the financial market".
4. Execution of the order of the client - physical person on the conclusion of the agreement provided by the subitem 3 of Item 1 of this Article does not require conducting testing if all obligations from such agreement stop in day of its conclusion completely by netting when implementing clearing or offsetting of uniform demands in reconvention from the agreements signed earlier at the expense of this client or by the specified netting or offsetting and single payment of sum of money. Execution of the order of the client - physical person on transactions, provided by the subitem 4 of Item 1 of this Article, does not require conducting testing if obligations from such transactions concerning securities can be completely stopped by netting when implementing clearing or offsetting of uniform demands in reconvention from the transactions made earlier at the expense of this client. At the same time the specified obligations from the transactions made earlier can be stopped partially.
5. Execution of orders of the client - physical person on the conclusion of repurchase agreements does not require conducting testing in case of simultaneous observance of the following conditions:
1) execution of such order is the conclusion of the repurchase agreement with person performing functions of the central partner;
2) the broker assumes obligation on cession of property of the client - physical person if at the time of acceptance of such obligation the property of the client which is subject to transfer is at the disposal of the broker or is subject to receipt to other transactions broker, made at the expense of this client, and the broker shall not give the specified property according to other transactions made at the expense of this client. At the same time transactions according to which obligations of both parties are subject to execution no later than the obligation fulfillment expiration according to the repurchase agreement provided by the order are considered.
5.1. Execution of orders of the client - physical person on the conclusion of repurchase agreements does not require conducting testing in case of simultaneous observance of the following conditions:
1) if received by the broker by the first part of the repurchase agreement is subject to transfer to obligation fulfillment for customer account, arisen to the conclusion of the specified repurchase agreement. At the same time the size of the repurchase agreement received by the first part can exceed the size of these obligations no more than at the size equal to the cost of one lot of securities or one security transferred by the first part of the repurchase agreement;
2) if completion date of obligations by the second part of the repurchase agreement comes no later than three working days from completion date of obligations by the first part of the repurchase agreement;
3) if the price by the second part of the repurchase agreement or procedure for determination of such price are established in the agreement on broker servicing.
6. The broker refuses performed by the order of the client - the physical person requiring testing passing after receipt of negative result of testing if other is not provided by this Article.
7. In case of negative result of the testing held by the broker after receipt of the order of the client - physical person, the broker has the right to perform such order in case of simultaneous observance of the following conditions:
1) the broker will provide to the client - physical person the notification on the risks connected with making of the transactions specified in the order (further - the notification on the risk order). At the same time in the notification on the risk order it shall be specified that transactions and transactions with the financial instrument concerning which the order is received for the client are not reasonable;
2) the client - the physical person will declare to the broker acceptance of the risks connected with making of the transactions specified in the order (further - the statement for acceptance of risks);
3) the amount of transaction with securities, nominal of the obligation of the derivative financial instrument or if such derivative financial instrument provides the broker's obligation to pay for customer account to other party sum of money irrespective of the circumstances provided by this agreement, the amount of nominal of the obligation of the derivative financial instrument and the specified sum of money does not exceed hundred thousand rubles or if the cost of one lot of securities or one security exceeds hundred thousand, the amount of transaction does not exceed according to the cost of one lot or one security.
8. The broker shall store the statement for acceptance of risks at least three years from the date of its obtaining.
9. Content, form of the notification on the risk order, procedure for provision of the notification on the risk order, procedure for the direction of the statement for acceptance of risks, procedure for storage of the statement for acceptance of risks are established by the basic standard of protection of the rights and interests of physical persons and legal entities - receivers of the financial services rendered by brokers.
10. The refusal of the client - the physical person which is not the skilled investor from passing of testing is the basis for refusal of the broker of execution of the order.
11. In the cases provided by the agreement, the broker with positive result of testing refuses performed by the order of the client - physical person and holds its repeated testing.
1. Dealer activities are recognized:
1) transactions of purchase and sale of securities and (or) the conclusion of the agreements which are derivative financial instruments (except for the agreements which are derivative financial instruments which basic asset are the goods), on its own behalf and at own expense at the organized biddings;
2) transactions of purchase and sale of securities and (or) the conclusion of the agreements which are derivative financial instruments, on its own behalf and at own expense on regular basis not at the organized biddings with the physical persons who are not individual entrepreneurs, except for agreements under which the execution obligation (the terminations different way) the obligations which are subject to execution by the party or the parties of such agreements comes earlier the day before yesterday after day of their conclusion.
2. For the purposes of this Article transactions and (or) the conclusion of the agreements specified in the subitem 2 of Item 1 of this Article on regular basis are understood as making of the specified transactions and (or) the conclusion of the specified agreements on average at least to five for the last four quarters quarterly, but at least once a month.
3. Transactions of purchase and sale of securities and (or) the conclusion of the agreements which are derivative financial instruments, in cases are not dealer activities if making of the specified transactions and (or) the conclusion of the specified agreements are performed for the purposes of fulfillment of duties or realization of the powers provided by this Federal Law or other Federal Laws.
4. The professional participant of the security market performing dealer activities hereinafter is referred to as as the dealer. Only the legal entity, being the commercial organization, and also the state corporation if for such corporation the possibility of implementation of dealer activities is established by the Federal Law based on which it is created can be the dealer.
1. Activities Forex dealer is recognized activities for the conclusion on its own behalf and at own expense with the physical persons who are not individual entrepreneurs, not at the organized biddings:
agreements which are derivative financial instruments on which the execution obligation (the terminations different way) the obligations which are subject to execution by the party or the parties of such agreements comes earlier the day before yesterday after day of their conclusion and which condition of the conclusion is provision Forex dealer to the physical person who is not the individual entrepreneur, opportunities to assume liabilities which size exceeds the amount of the providing provided by this physical person Forex dealer;
two and more agreements which subject are the foreign currency, currency pair, securities, goods, including precious metals, completion date of obligations on which matches, the creditor according to the obligation in one of which is debtor according to the similar obligation in other agreement and which condition of the conclusion is provision Forex dealer to the physical person who is not the individual entrepreneur, opportunities to assume liabilities which size exceeds the amount of the providing provided by this physical person Forex dealer.
1.1. The agreements specified in Item 1 of this Article can consist with the physical person who is not the individual entrepreneur, only provided that such person acknowledged Forex dealer the skilled investor if other is not provided by this Article. Forex dealer of requirements of this Item, including as a result of illegal recognition of physical person by the skilled investor, is violation consequence assignment on obligation Forex dealer on compensation to such person of the losses caused in connection with the conclusion of the specified agreements, including all expenses incurred by physical person in case of their conclusion.
2. The professional participant of the security market performing activities Forex dealer hereinafter is referred to as Forex dealer. Forex dealer has the right to perform the activities only after the accession to the self-regulatory organization in the sphere of the financial market uniting Forex dealers, according to the procedure, No. 223-FZ established by the Federal Law of July 13, 2015 "About self-regulatory organizations in the sphere of the financial market".
3. The word "Forex", words, derivative of it, and combinations to it in trade name can be used only Forex dealers.
4. Activities Forex dealer according to the conclusion of the agreements specified in Item 1 of this Article are exclusive. Forex dealer has no right to combine the activities with other professional activity in the security market, and also with other activities, except for the conclusions with legal entities of the agreements specified in Item 1 of this Article, on its own behalf and at own expense for the purpose of making of transactions of hedging who for the purposes of this Article are understood as the transactions (set of transactions) with derivative financial instruments (including different types) made for the purpose of reduction (compensation) of the consequences, adverse for Forex dealer, (fully or partially) caused by emergence of loss, increase in the obligations Forex dealer arising from the agreements specified in Item 1 of this Article.
5. The size of own means Forex dealer shall constitute at least hundred million rubles. If the size of the money of the physical persons who are not individual entrepreneurs which are on the nominal account (accounts) Forex dealer exceeds hundred fifty million rubles, the size of own means of it Forex dealer shall be increased by the amount constituting five percent from the size being on the specified nominal account (accounts) of money of the physical persons who are not individual entrepreneurs which exceeds hundred fifty million rubles. Procedure for determination of the size of the money of the physical persons who are not individual entrepreneurs which are on the nominal account (accounts) Forex dealer for the purpose of calculation of own means Forex dealer, and also terms of the specified calculation are established by regulations of the Bank of Russia.
6. General terms of obligations relations of the parties (further - the framework agreement) shall be determined by the agreement signed Forex dealer with the physical persons who are not individual entrepreneurs which are concretized by the parties in the separate agreements signed by exposure Forex dealer of quotations and giving by the specified physical persons of requests on the basis and in pursuance of the framework agreement. The agreement limiting responsibility Forex dealer is insignificant.
The text of the framework agreement, procedure for drawing of quotations and submission of requests shall correspond to this Federal Law and approximate conditions of the framework agreement which shall contain in the basic standard of making of transactions in the financial market developed by self-regulatory organization in the sphere of the financial market uniting Forex dealers, approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market".
Forex dealer shall register the text of the framework agreement in self-regulatory organization in the sphere of the financial market uniting Forex dealers.
7. Forex dealer to the conclusion of the framework agreement with the physical person who is not the individual entrepreneur shall receive from it confirmation of the fact that the specified physical person got acquainted with the risks connected with the conclusion, execution and discharge of the framework agreement and separate agreements and accepts such risks. The list is risk with which the specified physical person shall be acquainted, and form of confirmation of their acceptance are established by regulations of the Bank of Russia.
8. The money of the physical person who is not the individual entrepreneur provided Forex dealer and (or) considered on the special Section of the nominal account including foreign currency, are ensuring obligation fulfillment before Forex dealer.
9. Ratio of the amount of the providing provided Forex dealer by the physical person who is not the individual entrepreneur and not the acknowledged skilled investor and the amount of its agreement obligations, stipulated in Item 1 this Article, except for agreements, basic asset or subject of which are the foreign currency or currency pairs, cannot be less than one to thirty. Ratio of the amount of the providing provided Forex dealer by the physical person who is not the individual entrepreneur and not the acknowledged skilled investor and the amount of its agreement obligations which are stipulated in Item 1 this Article and basic asset or subject of which the foreign currency or currency pairs are, cannot be less than one to forty, and since January 1, 2027 - one to thirty. The ratio of the amount of the providing provided Forex dealer by the physical person who is not the individual entrepreneur and the acknowledged skilled investor and the size of its obligations cannot be less than one to fifty. The Bank of Russia has the right to change, including based on the appeal of self-regulatory organization Forex dealers, size of the ratios specified in this Item depending on basic asset of the derivative financial instrument specified in the paragraph the second Item 1 of this Article, or the subject of the agreement specified in paragraph three of Item 1 of this Article. At the same time the Bank of Russia has the right to increase only the size of the obligation of such physical person in the specified ratios no more than twice. The procedure of payments of the size of obligations of the physical person who is not the individual entrepreneur is established by the standard of self-regulatory organization Forex dealers which is subject to coordination with the Bank of Russia.
9.1. Forex dealer has the right to conclude with the physical person who is not the individual entrepreneur, the agreements specified in Item 1 of this Article in case of observance of the following conditions:
1) the cash amount of this physical person, provided in providing Forex dealer, taking into account revaluation of obligations from the signed agreement and agreements which are earlier signed with it, will not become less than the size of the required providing calculated according to the procedure, the established basic standard of making of transactions in the financial market developed by self-regulatory organization in the sphere of the financial market uniting Forex dealers. At the same time the amount of required providing is calculated that value of the two-day change in price, rate, size or value of basic asset of the derivative financial instrument specified in the paragraph the second Item 1 of this Article, or the subject of the agreement specified in paragraph three of Item 1 of this Article in 99 percent of cases is within unilateral confidential interval in distribution of such values at least for the last 365 days;
2) receipt of positive result of testing of this physical person held according to article 51.2-1 of this Federal Law if physical person not acknowledged Forex dealer the skilled investor.
9.2. Forex dealer of requirements of Item 9.1 of this Article is violation consequence assignment on obligation Forex dealer on compensation to the physical person who is not the individual entrepreneur, the losses caused in connection with the conclusion to them agreements about Forex dealer including all expenses incurred by physical person in case of their conclusion.
10. Forex dealer shall establish in the framework agreement the minimum size of ratio of the size the provided physical person who is not the individual entrepreneur, providing and the size of its obligations in case of which achievement completion date of obligations of the parties under all separate agreements is considered come.
11. If the money of the physical person who is not the individual entrepreneur considered on the special Section of the nominal account is not enough for satisfaction of requirements Forex dealer, requirements Forex dealer which are not satisfied at the expense of the specified money are considered as extinguished.
12. Monetary commitments under agreements Forex dealer with the physical person who is not the individual entrepreneur are performed in non-cash form.
13. The money given by the physical person who is not the individual entrepreneur Forex dealer shall be enlisted on the nominal account Forex dealer opened in the bank which is in the territory of the Russian Federation from the bank account of the specified physical person.
14. If on the nominal account Forex dealer money, the rights to which belong to several physical persons who are not individual entrepreneurs, are considered, money of each such physical person shall be considered by bank on special Sections of the nominal account. By the agreement of the nominal account obligation according to the cash accounting of beneficiaries - physical persons cannot be assigned to Forex dealer. Forex dealer for making of transactions according to the nominal account specifies the physical person who is not the individual entrepreneur whose money is enlisted on the nominal account or are charged off the nominal account.
15. Forex dealer has the right to instruct in making of transactions according to the nominal account without the corresponding order of the physical person who is not the individual entrepreneur only for execution of the separate agreement signed with the specified physical person or in case of approach of the bases for the termination of all obligations under the separate agreements signed with the specified physical person. If other is not provided by the agreement of the nominal account, bank in case of control of observance of the restrictions set when making transactions according to the nominal account having no right to require from Forex dealer of provision of confirmations of the conclusion of the separate agreement or approach of the bases for discharge of separate agreements.
16. Forex dealer shall record all the signed agreements and all transactions made in connection with their execution, according to the procedure and terms which are established by the Bank of Russia.
17. Forex dealer has no right:
1) to sign the framework agreements if the text of the framework agreement is not registered by self-regulatory organization in the sphere of the financial market uniting Forex dealers;
2) to sign separate contracts without request of the physical person who is not the individual entrepreneur which shall contain the parameters determined by the framework agreement;
To conclude 3) in one period of time with different partners similar separate agreements on different conditions. At the same time the period of time is established by regulations of the Bank of Russia;
To change 4) unilaterally conditions of the separate agreement after its conclusion;
5) to terminate unilaterally the separate agreement;
6) to change conditions of the quotation on purchase without corresponding change of conditions of the quotation on sale;
7) to grant loans to the physical persons who are not individual entrepreneurs.
18. Program technical means Forex dealer shall correspond to nature and amount of the operations performed by it, and also to provide its uninterrupted activities and safety of data, including by creation of backup copies. Forex dealer shall have the main and reserve complexes of program technical means which shall be located in the territory of the Russian Federation. Requirements to program technical means Forex dealer are established by the basic standard on risk management developed by self-regulatory organization in the sphere of the financial market uniting Forex dealers, approved and approved according to requirements of the Federal Law of July 13, 2015 No. 223-FZ "About self-regulatory organizations in the sphere of the financial market". The Bank of Russia refuses coordination of the specified requirements if they do not provide observance of regulations of this Federal Law and regulations of the Bank of Russia.
19. The transaction on provision loan Forex dealer to the physical person who is not the individual entrepreneur is insignificant.
20. The legislation of the Russian Federation is applied to the relations Forex dealer and the physical persons who are not individual entrepreneurs who are connected with the conclusion, the termination and execution of agreements, provision of providing and indemnification.
21. The requirements following from the agreements signed Forex dealer and the physical persons who are not individual entrepreneurs are subject to judicial protection.
22. The claims arising from the agreements signed Forex dealer and the physical persons who are not individual entrepreneurs are shown in accordance with the legislation of the Russian Federation. Territorial cognizance can be by agreement of the parties changed, at the same time the parties shall determine court to which cognizance the dispute, within the subject of the Russian Federation in the location of the physical person who is not the individual entrepreneur, specified to them in the agreement will be carried. Contractual disputes, Forex dealers with the physical persons who are not individual entrepreneurs cannot be transferred to prisoners to permission of reference tribunal.
23. Forex dealer shall have the website on the Internet which e-mail address includes domain name, the rights to which belong to it Forex dealer. Forex dealer on the specified website shall open the following information:
1) procedure and conditions of determination Forex dealer of quotations according to which separate contracts are signed;
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