FREQUENTLY ASKED QUESTIONS – FAQWhat is the Central Securities Depository? The Central Securities Depository and Clearing House (the CSD) is the institution tasked with maintaining a master register of lawful holders of securities and keeping records of rights that derive from these securities, as well as of third-party interests in such securities. The CSD also clears and settles transactions involving securities, whereby it transfers title to securities at the same time that payment is made. This ensures that sellers of securities always receive the proceeds of the sale that are due to them.
How can I open an account with the Central Securities Depository? Access to the CSD is indirect: this means that an end-user (securities issuer or owner) must enter into an agreement with a member of the CSD (broker-dealer or bank), which then provides services from the CSD’s remit. These services include opening and administering securities accounts, issuing account statements, and issuing orders on behalf of clients to the CSD to undertake various actions. So, a securities owner cannot open an account with the CSD directly, but must engage a CSD member to do so. A list of all CSD members is available at www.crhov.rs. To open an account, a securities owner must apply with a CSD member and provide an identification document; the CSD member will then input the required information into its database and open the owner’s account.
Membership in the Central Securities Depository? The Law on the Capital Market provides an exhaustive list of entities that may be members of the CSD, and prescribes membership criteria. Membership is open only to legal entities: broker-dealers, banks, asset management companies, stock exchanges, foreign clearing and settlement organisations, as well as the Republic of Serbia and the National Bank of Serbia.
Why is it important for securities to be registered with the Central Securities Depository? As mandated under Article 7 of the Law on the Capital Market, the rights of a securities owner enter into effect at the time the securities are registered with the owner’s account kept with the CSD. This means that a securities owner receives complete protection and becomes fully able to exercise their interest in their securities only after having opened a securities account and having had their securities registered with it.
Which types of securities are registered with the Central Securities Depository? To date, the CSD has registered shares, corporate bonds, government bonds, municipal bonds, Treasury bills, commercial bills, and savings bonds.
How are securities registered with the Central Securities Depository? An issuer of securities must first make an appropriate filing with the CSD through the issuer’s corporate agent. The CSD will then assign securities identifiers – CFI code and ISIN – and register the issue in the issuer’s issue account. The CSD will also register title to the securities in the names of their lawful holders, meaning persons who have been assigned such securities or who have purchased them, based on information provided by the issuer and the issuer’s corporate agent.
Who can obtain information about owners of financial instruments? Pursuant to the Law on the Capital Market and the Operating Rules of the Central Securities Depository and Clearing House, access to information about accounts of a lawful holder of a financial instrument is restricted to the lawful holder; the CSD member charged with maintaining the lawful holder’s account; and any third party able to prove a legitimate interest in connection with the financial instrument in question. At the application of any of these, the CSD will issue a statement of the financial instrument account, including any changes to the account balance.
Are data kept by the Central Securities Depository secure? Access to the CSD information system is based on authentication. Only authorised persons employed by members of the CSD may access the system; to authenticate themselves, these staff members use digital personalised smart identification cards they receive pursuant to their employer’s CSD Membership Agreement and after successfully completing training in the use of the CSD software application.
What is the Uniform Record of Shareholders? The Uniform Record of Shareholders may be issued only for issuers of securities who are registered with the CSD and whose information appears in the CSD database. Applications for issuance of the Uniform Record of Shareholders can be made with the CSD through a CSD member acting as corporate agent of the issuer. The application for issuance must specify the effective date of the Uniform Record of Shareholders, which cannot be its date of issue. Any shareholder may access the Uniform Record of Shareholders for a joint-stock company whose stock he or she holds.
How are cash dividends paid through the Central Securities Depository system? The CSD directs cash dividends to CSD members who maintain the financial instruments accounts of lawful holders (shareholders) registered as such with the CSD as of the date the dividend is distributed. The CSD members will then transfer the cash into the cash accounts of the lawful holders (shareholders). For shareholders whose stock is kept in financial instrument accounts with the CSD itself, the cash dividend is paid to the CSD member acting as corporate agent for the issuer.
How are shares and cash cleared and settled when stock is compulsorily purchased? As provided for in its Operating Rules, the CSD clears and settles transactions involving the enforced purchase of shares within three days after it has received the appropriate documentation. The CSD directs the cash proceeds of such compulsory purchase to CSD members who maintain financial instrument accounts of lawful holders; these will then transfer the cash into the holders’ cash accounts. Where shareholders have not opened financial instruments accounts, the CSD will transfer the cash to the CSD member acting as the corporate agent for the target company.
How are shares deposited during a takeover bid or for acquisition of own shares? Interested shareholders (sellers) who own shares targeted in a takeover bid pursuant to a ruling of the Securities Commission and the Law on the Takeover of Joint-Stock Companies, or where a business seeks to acquire its own shares, must issue an order to deposit their shares or withdraw shares from the appropriate deposited shares account for the duration of the takeover bid. Such shareholders may do so through a CSD member with which they have entered into an agreement to open and maintain a financial instruments account.
What is the role of the Central Securities Depository in probate proceedings? After a probate ruling is delivered, financial instruments are transferred from the financial instruments account of a testator to the account(s) of the heir(s) by the CSD member that had opened and maintained the testator’s financial instruments account.