Rs 957.1 Federal Law Of 3 October 2008 On Securities (Lti)

Original Language Title: RS 957.1 Loi fédérale du 3 octobre 2008 sur les titres intermédiés (LTI)

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957.1 Federal Act on intermediated securities * 1 (LTI) October 3, 2008 (Status January 1, 2016) the Federal Assembly of the Swiss Confederation, view the art. 98, al. 1, and 122, al. 1, of the Constitution, given the message of the federal Council of November 15, 2006, stop: Chapter 1 purpose, scope and definitions article 1 object and purpose this Act rule conservation of securities and the securities by the custodians as well as their transfer.
It guarantees the protection of the property rights of the investors. It contributes to legal certainty in international relations, efficiency in the settlement of securities transactions as well as the stability of the financial system.

Art. 2 scope of application this Act applies to securities that a custodian has registered a securities account credit.
It does not affect the provisions on the registration of registered shares in the share register.

Art. 3 securities securities within the meaning of this Act are debts and fungible social rights against an issuer that meet the following conditions: a. they are registered on a securities account credit; (b) the account holder may dispose according to this Act.

Are also considered securities within the meaning of this Act all straight and financial instrument on a financial instrument whose conservation is subject to a foreign law which recognizes a comparable function.
Intermediated securities are opposable to the custodian as well as any third party; they are removed from the stranglehold of the other creditors of the depositary.

Introduced by section 14 of the annex to the L of 19 June 2015 on the infrastructure of financial markets, in force since Jan. 1. 2016 (2015 5339 RO; FF 2014 7235).

Art. 4 custodians a custodian within the meaning of this Act maintains accounts of securities on behalf of individuals or communities.
Are custodians: a. banks within the meaning of the law of 8 November 1934 on banks; b. traders within the meaning of the law of 24 March 1995 on scholarship; c. fund managers within the meaning of the law of 23 June 2006 on the collective investment schemes, insofar as they hold share accounts; d. CSDs within the meaning of art. 61 of the law of 19 June 2015 on the infrastructure of the financial markets; e. the Swiss National Bank in the sense of the law of 3 October 2003 on the SNB; f. the post Switzerland within the meaning of the law of 30 April 1997 on the organisation of the post.

Are also considered in depositories foreign banks, foreign traders, foreign CSDs and other foreign financial intermediaries who hold accounts of securities as part of their professional activity.

RS RS RS 951.31 954.1 952.0 new content according to section 14 of the annex to the L of 19 June 2015 on the infrastructure of financial markets, in effect since Jan. 1. 2016 (2015 5339 RO; FF 2014 7235).
RS 958.1 [RO 1997 2465, 2000 2355 annex c. 22, 2001 707 art. 31 ch. 3, 2003 3385, 2007 4703. [RO 2012 5043 annex I c.]. See now the L Dec. 17. 2010 on the organisation of the post (RS 783.1).

Art. 5 definitions in this Act, means: a. sub-custodian: a trustee who keeps accounts of titles for other stakeholders; b. an account holder: a person or a community on whose behalf a depository holds securities account; c. investor: the holder of an account which is not the custodian or trustee that holds securities for its own account; d. qualified investor : a depositary; a company of insurance subject to prudential supervision; a corporation of public law, a pension fund or a company that has a cash managed in a professional capacity; e. on collective deposit securities: securities kept in accordance with art. 973a of the code of obligations; (f) global certificate: a security within the meaning of art. 973b of the code of obligations; (g) securities: the rights to the senses of the art. 973c of the code of obligations.

RS 220 Chapter 2 Creation, conversion and extinction of securities art. 6 creation of intermediated securities are created: a. where a trustee receives securities on collective deposit and he them enrolled in credit of securities accounts; b. when a custodian receives a global certificate deposited and that he signed the corresponding rights to the credit of one or more securities account; c. when a custodian registered rights-values in the main register and the corresponding rights to the credit of one or several securities accounts.

For each issue of securities, a single depository keeps the main register. It includes guidance on the issue, the number and the nominal value of the issued securities; It is public.

Art. 7 conversion has less than its statutes or the conditions of the issue provide otherwise, the issuer may, at any time and without the consent of the holder of a account, converted one of the two other forms securities deposited with an intermediary in the form of securities on collective deposit, securities or global certificates. It support costs.
As far as the articles of the issuer or the issuing conditions provide, an account holder may request at any time the issuer establish securities whose number and kind correspond to securities which are on his account and which are based on the filing of a global certificate or registration of securities in the main register. It bears the cost of this conversion unless otherwise provided by the terms of the issue or the statutes of the transmitter.
The custodian ensures that the conversion of securities does not change the total number of claims and the social rights issued.

Art. 8 issue and extinction the holder of an account can request at any time the trustee that he give him or give him back the securities which the number and type match the titles registered in the credit of his account: a. If the corresponding securities are held by the custodian or a sub-custodian; b. If he is entitled to the establishment of securities in accordance with art. 7, al. 2. the account holder has the right to what be provided the securities in accordance with the uses of the market on which the securities are traded.
The custodian ensures the delivery of securities to intervene only when securities whose number and type match the securities were debited to the corresponding securities account.

Chapter 3 Detention of securities from a subcustodian and titles available art. 9 authorization all custodian is authorized to hold securities, securities or the securities from a sub-custodian in Switzerland or abroad. The account holder's consent is not required.
The express consent of the account holder is required, however, if the depositary abroad is not subject to proper oversight.

Art. 10 effects custodian registered to the credit of the holder's securities account securities registered in the credit of its own securities account held by the sub-custodian.
If holding the securities with the subcustodian is not subject to this Act, the account holder acquires by this inscription of the rights at least equivalent to the rights obtained by the depositary.

Art. 11 titles available all depositary holds itself or of a sub-custodian of securities including the number and type correspond at least to the amount of securities registered in the credit of his account (available titles) holders securities accounts.
If the amount of titles available is less than the amount of securities registered in the credit of the accounts, the depository acquires without delay of the securities to the amount of the overdraft.
Are available titles: a. securities credited to a securities account held by the depositary with a sub-custodian to; b. the securities the custodian maintains itself in the form of securities in collective depot, global certificates or securities registered in its register main; c. securities which the custodian may freely require delivery by other stakeholders during the prescribed or customary of regular on the corresponding market regulation , but not more than eight days.

Art. 12 own titles and titles of third parties if the custodian holds its own titles and titles of others on accounts of individual titles to a sub-custodian, the titles of the holder of an account and its rights for delivery of securities are not affected by: a. a compensation agreement between the custodian and the sub-custodian to which the account holder is not a party; b. any right of pledge retention or realisation of the sub-custodian or of a third party to whom the account holder has not consented.

The custodian may not dispose of the securities to the account holder before have transferred them to his own account in the exercise of his right of use.
Any agreement to the contrary is void.

Chapter 4 rights arising from securities Rights Section 1 General of the holder of an account art. 13 principle


The creation of a security entitlement does not change the rights of the investor with respect to the issuer.
An account holder can exercise his rights on securities by her custodian unless this Act provides otherwise.

Art. 14 input and receiver when a seizure, a receiver or another provisional measure are ordered on securities of the holder of an account, this measure is running exclusively in the hands of the trustee who maintains the account holder to the credit of which securities are registered.
Any receiver, seizure or other provisional measure against the holder of the account that is running in the hands of a sub-custodian sucks.

Art. 15 instructions the custodian is required to carry out the instructions of the account holders to dispose of its securities in accordance with the contract between them.
The depositary has neither the right nor the obligation to check the legal cause of a statement.
The account holder may revoke a statement up to the time fixed by the contract that binds to its custodian or by the rules of the system of compensation or settlement of the securities transactions used. The statement is irrevocable once the depositary has debited the holder's securities account.

Art. 16 attestation a securities account holder may at any time require the trustee to establish proof of securities in his account. This certificate is not a security.

Section 2 rights of the owner of an account during the liquidation of a depositary art. 17 distraction when a custodian is the object of liquidation forced to General enforcement proceedings, the distracted liquidator from office of the mass, to the extent of assets into account titles available: a. securities credited to a securities account held by the custodian to from a sub-custodian; b. securities the custodian maintains itself in the form of securities on collective deposit global certificates or securities registered in the main register; c. the claims freely available from the custodian against third parties for the delivery of securities arising from operations cash, operating in the due term, operations coverage or shows on behalf of account holders.

If the custodian holds its own titles and titles of its customers account on the same account of securities from a subcustodian, securities registered to this account are presumed to be those customers account holders.
The liquidator of a custodian must meet the obligations of the depositary to the subcustodian resulting from conservation of securities or finance their acquisition.
Distracted securities and claims for delivery of securities are: a. to be transferred to the new custodian designated by the holder of an account; (b) be given to the holder of an account in the form of securities.

The claims of the depositary referred to in art. 21 are reserved.

Art. 18 distraction during the liquidation of a sub-custodian when a subcustodian is being forced to the overall delivery liquidation proceedings, the depositary argues against the subcustodian distraction of securities for the benefit of its account holders.

Art. 19 discovered if distracted titles are not enough to satisfy completely the account holders, the titles of the same kind that the custodian holds for its own account are distracted to the amount of the overdraft, even when these securities are kept separate from the titles of its account holders.
If the account holders are still not completely disinterested, they support the overdraft in proportion to the balance of the missing kind securities credited to the securities account. They get a compensatory debt by that amount against the custodian.

Art. 20 irrevocability of a statement of a custodian who participates in a system of compensation or settlement of securities transactions is legally mandatory and enforceable against third parties, even when the custodian is the subject of enforcement proceedings: a. If this statement was introduced in the system before the opening of the enforcement procedure; b. If, introduced into the system after that time This statement has been executed the day of the opening of the procedure, as long as the operator of the system proves that he did not know or should have known that a procedure was open.

Section 3 rights of the custodian on securities art. 21 right of retention and achievement the depositary may retain and make securities to an account of securities to disengage from any debt due to the owner of this account as a result of conservation securities or finance their acquisition.
This right of retention and achievement turns off when the depositary listed securities to the account of another holder of a securities account.

Art. 22 right to use an account holder may authorize the custodian to have in its own name and for its own account of registered securities in his account and especially to provide security in these.
If the account holder is not a qualified investor, it must give its consent in writing; It cannot be included in general terms.

Art. 23 return of collateral if an account holder has conferred on the depositary a security interest in securities, and the depositary uses these same titles to create a security right, the custodian must return to the holder of the account of the securities in the same number and the same kind at the latest at the end of the secured debt.
Returned securities are encumbered by the same security as those they replace and as if they had been acquired at the same time as the original titles.
If the the security agreement reached with the stipulated, the depositary account holder can realize the securities in accordance with art. 31 rather than restore them.

Art. information 23aTransmission the Depositary designated by a corporation under arts. 697i, al. 4, or 697j, al. 3, code obligations must ensure that custodians located downstream from the chain pass him, on request, the following information: a. name or business name and address of the shareholder; (b) name, first name and address of the beneficial owner.

Introduced by section I 8 of the Federal ACT of Dec. 12. 2014 on the implementation of the recommendations of the financial action task force, revised in 2012, in effect since July 1. 2015 (2015 1389 RO; FF 2014 585).
RS 220 Chapter 5 dispositions on intermediated securities effects for the third Section 1 acts of available art. 24 bonus provision dealing with Securities Act comes in: a. by a statement of the holder of an account at the custodian for transfer of securities to the recipient; b. by the listing of the securities to the account of the purchaser (bonus).

The Act of disposal is perfect and against third parties at the time of the bonus. If the holder of the account transfers ownership, he loses his rights on securities at the same time.
The provisions relating to the acquisition by universal succession or by execution are reserved.
Restrictions on the transferability of registered shares are reserved. Any other restrictions to the transferability is unenforceable to the buyer and third parties.

New content according to section 14 of the annex to the L of 19 June 2015 on the infrastructure of financial markets, in effect since Jan. 1. 2016 (2015 5339 RO; FF 2014 7235).

Art. 25Convention of control an account holder may dispose of securities and the Act of provision is made against third parties with the depositary a convention whereby the depositary irrevocably undertakes to execute the instructions of the purchaser without consent or contest of the account holder.
The Act of disposal can wear: a. Securities determined; b. all securities standing to the credit of an account; c. on some of the titles to the credit of an account up to a certain value.

New content according to section 14 of the annex to the L of 19 June 2015 on the infrastructure of financial markets, in effect since Jan. 1. 2016 (2015 5339 RO; FF 2014 7235).

Art. 26Convention with the custodian of an account holder may dispose of securities in favour of the depositary with him a convention. The Act of provision is enforceable against third parties from the conclusion of the convention.
Art. 25, al. 2, is applicable.

New content according to section 14 of the annex to the L of 19 June 2015 on the infrastructure of financial markets, in effect since Jan. 1. 2016 (2015 5339 RO; FF 2014 7235).

Section 2 reversal art. 27 reversal of the flow of securities in a securities account can be reversal: a. If it was made without instruction; b. If it was made on the basis of a statement:


1. No, 2. from not the holder of the account or his representative, 3. revoked in due time by the holder of the account, 4. invalidated due to a reporting error of transmission, a fraud or a well-founded fear; art. 26 of the code of obligations is reserved;

c. If the bonus to the securities the acquirer account does not match the statement or has no place in the usual time for the performance.

In the case mentioned in para. 1, let. a and b, the account holder must prove that the statement was defective. The right to the reversal does not exist if the depositary proves that he did not know the lack of education or should have know him although he has implemented to that end measures and reasonable procedures.
By the reversal, the account holder is treated as if the rate had never been made. For damages based on the code of obligations are reserved.
Claims based on this article prescribes one year from discovery of the defect, and in all cases by five years from the date of the debit.
The account holders who are qualified investors may derogate from this article by agreement with their custodian.

RS 220 art. 28 reversal of a depositary bonus can extourner the bonus of intermediated securities in a securities account: a. If the flow has been reversal; (b) if the bonus does not match instruction.

The reversal must be communicated to the account holder.
The reversal is excluded when no title entitlement of the same kind is no longer to the credit of the account or when third parties have acquired rights to these securities in good faith. In this case, the custodian is entitled to the equivalent value of credit securities, unless the account holder has divested the titles of good faith or could be expected to be required to return them.
Claims based on this article prescribes one year from discovery of the defect, and in all cases by five years from the date of the bonus.
The account holders who are qualified investors may derogate from this article by agreement with their custodian.

Section 3 effect with respect to third-party art. 29 protection of the purchaser in good faith anyone who, in good faith and for valuable consideration, acquires securities or rights over securities in accordance with the art. 24, 25 or 26 is protected in its acquisition even: a. If the vendor had not the power to dispose of securities; (b) if the bonus of intermediated securities was extournee in the vendor's account.

If the purchaser is not protected in its acquisition, he is required to return securities in the same number and kind in accordance with the provisions of the code of obligations on unlawful enrichment. The rights of third parties are not affected. Other claims based on the code of obligations are reserved.
If the buyer in restitution is being forced to General enforcement enforcement proceedings, the right may require for his benefit distraction of securities in the same number and same type insofar as such titles are in the mass.
Claims based on para. 2 prescribed by one year from the day where the debited account holder had knowledge of his law, and the identity of his debtor, and in all cases by ten years from the date of the debit. Art. 60, al. 2, the code of obligations is reserved.
The purchaser cannot invoke this article to oppose the reversal of a bonus referred to in art. 28 RS 220 art. 30 rank between the acts of provision relating to securities or rights on securities that have been carried out according to the provisions of this Act, the previous Act premium the later Act.
If the custodian enters into an agreement with the owner of an account within the meaning of art. 25, al. 1, without noting its earlier rights, expressly to the purchaser are deemed subordinate to the rights of the purchaser.

Agreements changing the rank of rights on securities are reserved; they deploy effect as between the parties to these agreements.

New content according to section 14 of the annex to the L of 19 June 2015 on the infrastructure of financial markets, in effect since Jan. 1. 2016 (2015 5339 RO; FF 2014 7235).
Repealed by section 14 of the annex to the L of 19 June 2015 on the infrastructure of the financial markets, with effect from Jan 1. 2016 (2015 5339 RO; FF 2014 7235).

Chapter 6 realization of security art. 31 right to realization the beneficiary of a security interest in securities can achieve the conditions set out in the security agreement: a. by selling securities and compensating for the product delivery with the secured claim; (b) if their value can be estimated objectively, by appropriating the intermediated securities, and by charging their value on the secured claim.

This right remains when the grantor of the security is the subject of a procedure for enforcement or remediation or protection measure.
The depositary has neither the right nor the obligation to verify whether the conditions of production are met.
The beneficiary of safety which securities then realizes the conditions are not met is responsible for the damage.

New content according to section 14 of the annex to the L of 19 June 2015 on the infrastructure of financial markets, in effect since Jan. 1. 2016 (2015 5339 RO; FF 2014 7235).

Art. 32 warning and count the realization of a security must be preceded by a warning given to the grantor of the security. It may waive be notified if there is a qualified investor.
The recipient of security must report to the grantor of the security and remit any surplus production.

Chapter 7 liability art. 33. the depositary is responsible for the damage caused to the holder of an account in relation to the conservation or the transfer of securities in accordance with the provisions of the code of obligations, as far as this article does not otherwise.
The trustee who holds securities from a subcustodian responds to the care with which he chose and educated and the care with which he controlled that its selection criteria are met sustainably.
The depositary may exclude its liability referred to in para. 2 If the account holder has expressly designated a subcustodian against the recommendation of the depositary.
The repository responds as if they were his own acts of the sub-custodian that: a. an independent and sustainable way, ensure for him the entire administration and settlement of securities transactions; (b) forms an economic unit with him.

The contrary agreements are valid only if they are passed between depositories or for investors.

RS 220 Chapter 8 provisions final art. 34 change in the law into force changes to the law in force are set in the annex.

Art. Transitional provisions 35 an issuer of securities registered in the credit of securities held by a custodian accounts must open a main registry at the custodian and register the securities in the six months following the entry into force of this Act.
If, before the entry into force of this Act, securities on collective deposit, global certificates or the securities made the object of an act of a provision that does not meet the requirements of this Act, straight premium created law established after the entry into force, as far as the entitled proceeds or do proceed with registrations provided for in the twelve months following the entry into force of this Act.

Art. 36 referendum and entry into force the present law is subject to the referendum.
The federal Council shall determine the date of entry into force.

Annex (art. 34) amendment of the law in force the following laws are changed as follows:...

Mod. can be found at the RO 2009 3577.

Status January 1, 2016

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