According to swiss law a security is a certificated instrument in that the right it evidences can only be exercised or transferred together with the certificated instrument article 965 of the swiss. Federal act on the swiss national bank 6 5 the national bank shall lay down the details in an ordinance after having heard the co mpetent supervisory authority of the swiss financial market. Federal act on stock exchanges and securities trading. Treasury securities and programs administered by the bureau of the fiscal service. Since 1 february 1997, commercial trading in securities is governed by the stock exchange act swiss federal act on stock exchanges and securities trading of 24 march 1995. The swiss act on bookentry securities besa is an uptodate regulation of inter mediate custody of securities for an overview of the besa, see renato. Physical and bookentry securities physical securities are those that exist in physical form, namely as a piece of paper. Book entry securities eliminate the need to issue paper certificates of ownership. Where to set up a foundation for an ico flag theory. Since 1 january 2010, when the new swiss federal intermediated securities act fisa entered into force.
This brochure contains information about these risks. Terms and conditions of admission as a participant of six sis ltd. Bookentry shares means any noncertificated share held by book entry in charters stock transfer book or in street name through a bank, broker or other nominee, which immediately prior to the effective time represents an outstanding share of charter common stock. Switzerland is about to enact a new book entry securities act besa and has signed the hague convention on the law applicable to certain rights held with an intermediary, concluded on july 5 2006 the hague securities convention. See also declaration of consent directive form of securities dfs federal act of 16 december 2005 on the admission and oversight of auditors audit oversight act, aoa in german. Bookentry securities or, upon entry into force of the federal act on securities held with an intermediary.
Securities shall mean standardized certificates which are suitable for mass trading, rights not represented by a certificate with similar functions book entry securities and derivatives. Bank finance and regulation multijurisdictional survey. The shareholder may at any time require from the company the delivery of an attestation certifying his current shareholding. Commercial book entry regulations trades government securities act regulations. Federal act on stock exchanges and securities trading stock exchange act, sesta version. Well, the regulation of securities in switzerland is often not as onerous as it is in most other jurisdictions. Uncertificated securities are created upon entry in the book of. The commercial book entry system is a tiered system in which an investors ownership of securities is reflected only on the records of the institution e. Securities are held and transferred in book entry form. English is not an official language of the swiss confederation.
Oversight of payment and securities settlement systems art. Bookentry procedure federal reserve bank of new york. Federal act on intermediated securities federal intermediated securities act, fisa of 3 october 2008 status as of 1 july 2015. The new book entry securities act will establish an uptodate regulation for the intermediate custody of securities. Regulatory aspects of initial coin offerings icos in. The fisa introduces a new concept into the swiss legal system. Since 1 january 2010, when the new swiss federal intermediated securities act fisa entered into force, security interests over bookentry securities must comply with the provisions of the fisa. Swiss post within the meaning of the postal services organisation act of 30 april 199710. Swiss securities law has not been amended since 1936 and is considered outdated in view of the prevailing situation with regard to the custody and administration of securities.
Book entry securities are dematerialised securities where the functions of a certificate can be replaced by entry into the book entry register. The new bookentry securities act is expected to enter into force on january 1 2010, establishing an uptodate regulation for the intermediate custody of securities. Introduction t is difficult to imagine the modern treasury securities market operating in the absence of a bookentry system. Because of the enormous potential of the token economy for large parts of the economy, the government hopes this law will increase legal certainty for users and service providers to support the. Certificates issued as bookentry securities pursuant to article 2 paragraph a. As regards intermediated or book entry securities, the new intermediated securities act isa which came into force on 1 january 2010. Meaning and commencement of insolvency under this part. The term new or revised financial accounting standard refers to any update. The transfer of, or the creation of a security interest in, shares issued as book entry securities is to be made in accordance with the provisions of the swiss book entry securities act. Eu legislation on legal certainty ofeu legislation on. The transfer of ownership of shares held as book entry securities shall be carried out according to the provisions of the swiss book entry securities act. The exchange act also supports book entry movement of securities.
Book entry offers both security and efficiency advantages over paper certificates. Oct 05, 2005 the book entry form of ownership allows you to own securities without a certificate. Department of the treasury, and recently issued municipal bonds are held in book entry form. Securities trading stock exchange act, sesta unofficial translation unrestricted the information contained in this document is given without warranty, implies no obligation of any kind upon six swiss exchange and may be altered by six swiss exchange at any time without further notice. Here youll find detailed information on the statutes, regulations, and guidelines governing the various u. Operating circular 7, bookentry securities account maintenance and transfer services. Bookentry shares legal definition of bookentry shares by. Registered shares not incorporated into a certificate and that are not held as book entry securities as well as the respective rights associated therewith which are not incorporated into any certificate may be transferred only by assignment.
Under the swiss stock exchange act, the bookentry and offering of selfissued uncertificated securities is for a large part unregulated. The csd also ensures that all securities are held correctly in safe keeping and acts as a registry for book entry securities. There are three systems in which investors can hold marketable book entry treasury bills, notes, and bonds. In particular, the act will introduce the book entry security as a new legal instrument. Federal reserve collateral guidelines discount window. Book entry securities pursuant to article 2 paragraph a. Conditions of six swiss exchange, always subject to an agreement by the issuer. Supervision of central counterparties, central securities. The first task of the csd is to settle securities transactions. Ordinance of the swiss financial market supervisory authority. Federal act on the swiss national bank national bank act. Special risks in securities trading besondere risiken des. Simultaneously, the code of obligations provisions on collective custody, global certificates and dematerialized securities are to be amended in order to give these longestablished. In case of the issuance being governed by swiss law, the notes may be issued in bearer form or in the form of bookentry securities nichtverurkundete wertrechte.
Book entry securities, including shares see section 2. The disposition of such securities by assignment is not permitted. Weve written previously about how to do a successful token sale from a legal perspective and the potential pitfalls to watch out for. Fedwireeligible securities include securities issued by the u. This years entry into force of the hague convention again puts a spotlight on the swiss legislation in the domain of intermediated bookentry securities. The swiss banking act provides that, in the event of the bankruptcy of a bank or securities dealer, deposits of up to sfr100,000 per customer are privileged and will. The federal intermediated securities act fisa and the hague securities convention hsc.
A portion of these uncertificated shares will be issued as book entry securities bucheffekten within the meaning of the swiss federal intermediated securities act of october 3, 2008. We are organized under the laws of switzerland and our registered office and. In accordance with article 973c swiss co, alcon will maintain a register of uncertificated securities wertrechtebuch. The fisa provisions also apply to security interests created before 1 january 2010 over securities that qualify as book entry securities. Mar 21, 2019 within the meaning of article 973c swiss co. The act requires securities dealers to inform their clients about types of transaction and investments that may involve special risks. The swiss act on bookentry securities besa is an uptodate regulation of inter mediate custody of securities for an overview of the besa, see renato costantini, caplaw200955. October 1, 1999 unofficel translation the federal assembly of the swiss confederation. The act on book entry transfer of corporate bonds and shares hereafter the act establishes the paperless settlement system for corporate bonds, stocks, government bonds, etc.
Trades, also called the commercial book entry system, is a tiered system of ownership accounts held at securities intermediaries such as banks, brokerage firms, and securities clearing organizations. Intermediated securities act bucheffektengesetz regarding the transfer of. So what if your token is a security under swiss law. Only certain types of regulated entities can act as fisacustodians and create such book entry securities. Norwegian securities are issued in uncertificated book entry form and cleared through the vps, in accordance with the securities registration act 20020705 no. Since 1 january 2010, when the new swiss federal intermediated securities act fisa entered into force, security interests over book entry securities must comply with the provisions of the fisa. Book entry securities have become more common as computers become more sophisticated and exchanges increasingly decide to close their trading floors. Government and agency securities with computer entries at reserve banks. Book entry transfer act act concerning book entry transfer of corporate bonds, shares and other securities. October 1, 1999 unrestricted unofficial translation federal act on stock exchanges and securities trading stock exchange act, sesta of march 24, 1995 version. Content general sld d t th s i f d l a t b ksld corresponds to the swiss federal act on book entry securities beg, with some exceptions and particularities sld interacts with shareholder rights directive, mifid, settlement finality directive, financial collateral directive.
In particular, section 17a of the exchange act directs the sec to use its. Bookentry securities financial definition of bookentry. The federal intermediated securities act fisa governs security interests over intermediated securities or book entry securities, which include all intermediated securities, regardless of whether the underlying securities are certificated or uncertificated. Oct 06, 2017 where to set up a foundation for an ico a comparative analysis one of the most suitable legal entities for holding a token sale or an ico initial token offering is a foundation. Institutional commercial bookentry regulations trades. Base prospectus basisprospekt of ubs ag a public company with limited liability established under the laws of switzerland which may also be acting through its jersey branch. The new swiss federal act on intermediated securities homburger. Securities depository, custodial, entitlement tmx cds. Instead, the holder is given a receipt and the information is held electronically. The federal intermediated securities act fisa and the. Foreign trading regulations waiver of banking secrecy.
Swiss life holding ltd translation of the original text in german i. The company may withdraw shares issued as book entry securities from the custodian system. Under the swiss stock exchange act, the book entry and offering of selfissued uncertificated securities is for a large part unregulated. The book entry form of ownership allows you to own securities without a certificate. Introduction t is difficult to imagine the modern treasury securities market operating in the absence of a book entry system. Beginning in late 1983, shortterm agency discount notes also became eligible for book entry. Only certain types of regulated entities can act as fisacustodians and. Cds offers a comprehensive range of depository, custodial and entitlement services that span the lifecycle of securities issues. They are known as bookentry securities also referred to as uncertificated securities in the federal act on intermediated securities of 3 october. All novartis ag shares have equal voting rights and carry equal entitlements to dividends. Subject to the paragraph below, the registered shares of the company will be uncertificated securities in terms of the swiss code of obligations and book entry securities in terms of the swiss book entry securities act. Directive form of securities dfs federal act of 16 december 2005 on the admission and oversight of auditors audit oversight.
Stock in direct investment plans, treasury securities purchased directly from the u. According to swiss law a security is a certificated instrument in that the right it evidences can only be exercised or transferred together with the certificated instrument article 965 of the swiss code of obligations. The principal laws regulating the swiss securities market are the stock exchange. Bookentry securities are investments such as stocks and bonds whose ownership is recorded electronically, eliminating physical certificates. Swiss law, the warrants may be issued in bearer form or in the form of book entry securities nichtverurkundete wertrechte. On i january 2010, the federal intermediated securities act of 2008 entered into force simultaneously with the hague securities convention of2006.
Nearly eight years have passed since the promulgation of the swiss federal act on intermediated securities fisa. Operating circular 7, book entry securities account maintenance and transfer services. A portion of these uncertificated shares will be issued as bookentry securities bucheffekten within the meaning of the swiss federal intermediated securities act of october 3, 2008. Jun 26, 2019 book entry securities are investments such as stocks and bonds whose ownership is recorded electronically. Directive on the procedures for equity securities directive procedures equity securities, dpes dated 7 december 2018.
Treasury, other federal agencies, governmentsponsored enterprises, and certain international organizations, such as the world bank. To pledge, the securities must be transferred to the pledging institutions restricted securities account u102. Ubs, snp update 2009, base prospectus billigungsfass. Bookentry securities pursuant to article 2 paragraph a. Swiss post within the meaning of the postal services organisation act of 30 april 1997. A security where the certificate is not actually given to the holder. Crossborder transactions in intermediated securities. The fisa provisions also apply to security interests created before 1 january 2010 over securities that qualify as bookentry securities. Exchangetraded securities are either deposited physically or registered as book entry securities with an authorised csd. Novartis ag shares are issued as uncertificated securities in the sense of the swiss code of obligations and as book entry securities in terms of the swiss act on intermediated securities. These days, most financial instruments no longer exist in physical form.
Registered shares not incorporated into a certificate and that are not held as book entry securities as. Bookentry securities are investments such as stocks and bonds whose ownership is recorded electronically. Granting of security interests in switzerland newsletters. This years entry into force of the hague securities.