Law of Ukraine

“On the Depositary System of Ukraine”

Date of entry into force:
October 11, 2013

The Law determines the legal principles for the work of the depositary system of Ukraine, establishes the procedure for registering and confirming the rights to issue-grade securities, and the rights under them, in the system for depositary accounting of securities, and the procedure for payments under legal relations associated with issue-grade securities.

Article 1 of the Law provides definitions of terms used in it. For example, the depositary system of Ukraine is the aggregate of participants of the depositary system and legal relations between them associated with accounting of securities, rights to securities, rights under securities and their limitations, as established in the system for depositary accounting of securities, including as a result of payments under legal relations associated with securities.


According to Article 3 of the Law, the following types of depositary activities can be carried out in Ukraine:
  • depositary activity of the Central Depositary;
  • depositary activity of the National Bank of Ukraine;
  • depositary activity of a depositary institution;
  • asset preservation by collective investment institutes;
  • asset preservation by pension funds.
Depositary activity of a depositary institution can be combined with asset preservation by mutual investment institutes and asset preservation by pension funds. Depositary activity of a depositary institution can combined with trade in securities and/or banking activities. Depositary activity of the Central Depositary can be combined with clearing activities, in cases established by the Securities and Stock Market National Commission (hereinafter referred to as “Commission”). Depositary activity of the National Bank of Ukraine can be combined with clearing activity. Depositary activity (except for depositary activity of the National Bank of Ukraine) cannot be combined with any types of activity, except those established by the Law. Several types of depositary activity can be combined, if they are carried out by separate divisions of the depositary institutions, according to the procedure established by the Commission.

Articles 4, 6, and 7 of the Law, respectively, establish the requirements to the system for depositary accounting of securities, the procedure for such accounting, and the procedure for amending it.

According to Article 5 of the Law, a securities account for a depositor is opened by a depositary institution, on the basis of the securities account servicing agreement, for owners of securities, co-owners of securities, or notaries, to whom securities were deposited; a securities account is also opened for the actual depositary institution (based on the order of the head of the depositary institution) or the National Bank of Ukraine, according to the legislation. A securities account for a depositary institution, used to store and account for securities, is opened by the Central Depositary or, in cases provided for by the Law, by the National Bank of Ukraine, based on the depositary agreement. A securities account for an issuer is opened by the Central Depositary or, in cases provided for by the Law, by the National Bank of Ukraine, based on the securities issue service agreement. A securities account for a correspondent depositary is opened by the Central Depositary or the National Bank of Ukraine, based on the correspondence agreement. A securities account for the National Bank of Ukraine is opened by the Central Depositary, based on the depositary agreement on account opening. A securities account for a clearing institution or the Settlement Center is opened by the Central Depositary and/or the National Bank of Ukraine, based on the service agreement with the clearing institution and the Settlement Center.

According to Article 8 of the Law, the confirmation of rights to securities and rights under securities existing in the non-documentary form, as well as limitation of rights to securities, at a specific moment in time, is the record on the depositor’s securities account in the depositary institution. The documentary confirmation of rights to securities and rights under a depositor’s securities at a specific moment in time (if securities are listed on the deposit of a notary, the respective creditor) is the statement of a depositor’s securities account issued by the depositary institution, on the depositor’s demand or in other cases established by the legislation and the securities account servicing agreement.

Chapters II and III of the Law determine the legal status, authority, procedure for creation, work and liquidation of the Central Depositary, the depositary of the state securities of the National Bank of Ukraine, depositary institutions, and the Settlement Center, as professional participants of the depositary system of Ukraine.

According to Article 20 of the Law, payments under legal relations associated with securities, which, according to the competence established by the Law, are accounted by the Central Depositary or the National Bank of Ukraine, and concluded at the stock exchange and outside of the stock exchange on the terms of “delivery of securities against payment” are carried out by:
  • funds transfer by the Settlement Center, according to the procedure established by the National Bank of Ukraine, by coordination with the Commission;
  • securities transfer to client accounts by the Central Depositary or the National Bank of Ukraine, according to the procedure established by the Commission;
  • transfer/withdrawal/deposit of rights to securities on depositor accounts by depositary institutions, according to the procedure established by the Commission;
  • transfer/withdrawal/deposit of rights to securities on client (depositor) accounts by correspondent depositaries, according to the legislation of another country.
The exhaustive list of reasons to deny transfer of securities and/or rights to securities is determined by the Commission. The exhaustive list of reasons to deny transfer of funds is determined by the National Bank of Ukraine, with approval of the Commission. Payments under legal relations associated with securities that, according to the competence established by the Law, are accounted by the Central Depositary, concluded on the stock exchange and outside of the stock exchange on the terms of “delivery of securities against payment” are considered complete exclusively after the Central Depositary receives information from depositary institutions, confirming that they transferred the rights to securities to the depositors’ securities accounts, based on the information received from the Central Depositary about the results of payments under legal relations associated with securities. Payments under legal relations associated with securities that were concluded outside of the stock exchange can be carried out according to the “delivery of securities against payment” principle, or without adhering it. Payments under legal relations associated with securities that were concluded outside of the stock exchange, without adhering to the “delivery of securities against payment” principle are carried out according to the procedure provided for by the respective agreement, according to the legislation. It is forbidden to arrest the accounts of the Settlement Center and clearing institutions, as well as accounts opened by the Settlement Center or clearing institutions to carry out/provide for payments under legal relations associated with securities.

Cooperation between participants of the depositary system of Ukraine related to issue of securities is regulated by Article 21 of the Law.

Article 22 of the Law determines the procedure of compiling the register of owners of registered securities.

In order to fulfill obligations before the creditor, a debtor may deposit securities on a notary’s deposit, in cases provided for by the legislation. If securities are deposited on a notary’s deposit, the creditor under the obligation receives the rights to securities and the rights under securities. The notary shall, according to the procedure established by the legislation, inform the creditor about the deposit of securities on the notary’s deposit. Securities deposited on the notary’s deposit may be encumbered, in cases provided for by the law. Securities existing in digital form are deposited on the notary’s deposit by transferring the creditor’s securities to a separate account, opened by the notary in a depositary institution and marked “notary’s deposit” (Article 23 of the Law).

According to Article 24 of the Law, information contained in the depositary accounting system is considered information with restricted access, protected by law, and is not subject to disclosure, except for cases provided for by Article 25 of the Law. The owners of information contained in the depositary accounting system are:
  • depositor of a depositary system – owner of information contained on their account opened by the depositary system;
  • issuer – owner of information contained on their securities account opened by the Central Depositary or the National Bank of Ukraine, and of information from the register of the owners of registered securities of this issuer;
  • depositary institution – owner of information contained on its account opened by the Central Depositary and/or the National Bank of Ukraine;
  • correspondent depositary – owner of information contained on its account opened by the Central Depositary;
  • Central Depositary – owner of information contained on its account opened by a depositary of another country or international depositary-clearing institution that is not a resident of Ukraine;
  • the National Bank of Ukraine – owner of information contained on its account opened by the Central Depositary and the account opened by a depositary of another country or international depositary-clearing institution that is not a resident of Ukraine;
  • clearing institutions and the Settlement Center – owners of information contained on their accounts opened in the Central Depositary and/or in the National Bank of Ukraine.

Article 25 of the Law establishes that information contained in the depositary accounting system is supplied by depositary institutions by written demand of:
  • the court;
  • bodies of the prosecutor’s office of Ukraine, the Security Service of Ukraine, the Ministry of Internal Affairs of Ukraine, and tax police – information about transactions on the accounts of a specific legal entity or natural person during a specified period, exclusively in the court of a criminal case or investigation procedures;
  • bodies of the Antimonopoly Committee of Ukraine – information about owners of securities, transactions on accounts of owners of securities, and transactions on accounts of issuers of securities, during review of applications and cases of violation of the legislation on protection of economic competition, and in other cases provided for by the legislation;
  • bodies of the State Tax Service of Ukraine – information about taxation of transactions on the accounts of a specific legal entity or natural person during a specified period;
  • the specially authorized executive authority in the issues of financial monitoring – additional information about the financial operation that became the object of financial monitoring;
  • bodies of the State Executive Service – in the course of executive proceedings, information about the status of the securities account of a specific legal entity or natural person, and about transaction on their securities account during a specified period;
  • the Commission – information about owners of securities, their accounts, and respective transactions with securities of these owners;
  • the National Bank of Ukraine – information about owners of securities issued by banks, and, according to the Law of Ukraine “On the National Bank of Ukraine”, information about state securities;
  • the National Commission for state regulation in the sphere of financial services market, within the scope of its authority according to the Law of Ukraine “On Financial Services and State Regulation of Financial Services Markets” – information about owners of securities issued by respective financial institutions;
  • notary offices (notaries) or diplomatic missions and consular institutions of Ukraine in foreign states – information about securities accounts of deceased owners.

The terms and procedure for digital document turnover and storage of digital documents in the depositary system of Ukraine are determined in Article 27 of the Law.

State regulation in the depositary system of Ukraine is carried out by the Commission, as well as the National Bank of Ukraine and other state authorities within the scope of their authority, as determined by the law (Article 28 of the Law).

Article 29 of the Law envisages that for each type of depositary activity, the Commission issues a separate license, according to the established procedure, except for depositary activity of the Central Depositary and depositary activity of the National Bank of Ukraine. If the National Bank of Ukraine carries out depositary activity of a depositary institution, it does so without receiving a respective license, according to the procedure established by the Commission, by approval with the National Bank of Ukraine.

The procedure and terms of control carried out by the Central Depositary are determined in Article 30 of the Law.

The Law also introduces appropriate amendments to the Code of Ukraine on Administrative Offences, the Economic Code of Ukraine, the Civil Code of Ukraine, and the Laws of Ukraine “On the National Depositary System and Specifics of Electronic Turnover of Securities in Ukraine”, “On Militia”, “On the Prosecutor’s Office”, “On the Security Service of Ukraine”, “On the Organizational and Legal Foundations of Combating Organized Crime”, “On State Regulation of the Securities Market in Ukraine”, “On the National Bank of Ukraine”, “On Banks and Banking”, “On Collective Investment Institutions (Share and Corporate Investment Funds)”, “On Payment Systems and Transfer of Funds in Ukraine”, “On Non-State Pension Insurance”, “On Mandatory State Pension Insurance”, “On Securities and Stock Market”, “On Joint Stock Companies” and “On Execution Procedure”.
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