Royal Decree of 12 January 2006 concerning dematerialized securities of companies

Belgian Official Journal = Belgian State Gazette 03/02/2006

5924 BELGIAN STATE GAZETTE — 03.02.2006 — BELGIAN OFFICIAL JOURNAL

FEDERAL PUBLIC SERVICE JUSTICE
AND FEDERAL PUBLIC SERVICE FINANCES
No. 2006 — 419 [C — 2006/09073]
12 JANUARY 2006. — Royal Decree concerning dematerialized securities of companies

ALBERT II, King of the Belgians,
To all whom it may concern, Greetings.
Having regard to the Companies Code, in particular Articles 468 and 475; Having regard to the opinion of the European Central Bank, given on 3 December 2005; Having regard to Opinion 388.12/2/V of the Council of State, given on 11 August 2005, in application of Article 84, § 1, first paragraph, 1°, of the coordinated laws on the Council of State; On the proposal of Our Minister of Justice and Our Minister of Finance,

Have decided and do decide:

CHAPTER I. — The approved account holders

Article 1. The following are generally approved to maintain in Belgium
accounts for dematerialized securities, referred to in Articles 468 to 475 of the Companies Code:
1° credit institutions established under Belgian law; 2° stock companies established under Belgian law; 3° clearing and settlement organizations referred to in Articles 22 and 23 of the Act of 2 August 2002 concerning the supervision of the financial sector and financial services, which are established in Belgium; 4° branches established in Belgium of credit institutions or investment firms subject to foreign law, which are authorized in their country of origin to hold securities on behalf of third parties; 5° the National Bank of Belgium. The institutions referred to in the first paragraph are hereinafter referred to as 'approved account holders'. Articles 2 to 5 of this Decree are not applicable to the National Bank of Belgium.

Art. 2. The approved account holders shall notify the Commission for Banking, Finance and Insurance in advance of the commencement or cessation of this activity. The Commission for Banking, Finance and Insurance shall maintain the list of approved account holders for dematerialized securities referred to in the Companies Code. The Commission for Banking, Finance and Insurance shall publish this list on its website and, annually, in the Belgian Official Journal.

Art. 3. The approved account holders shall clearly inform, upon request, each holder of an account for dematerialized securities of the regime applicable to the recovery of their securities in the event of liquidation, bankruptcy or a similar procedure regarding their assets.

Art. 4. § 1. For approved account holders, other than branches established in Belgium of credit institutions or investment firms established under the law of a Member State of the European Economic Area, the rules of securities accounting defined in §§ 2 to 4 shall apply.

FEDERAL PUBLIC SERVICE JUSTICE
AND FEDERAL PUBLIC SERVICE FINANCES
F. 2006 — 419 [C — 2006/09073]
12 JANUARY 2006. — Royal Decree concerning dematerialized securities of companies

ALBERT II, King of the Belgians,
To all, present and future, Greetings.
Having regard to the Companies Code, in particular Articles 468 and 475; Having regard to the opinion of the European Central Bank, given on 3 November 2005; Having regard to Opinion 388.12/2/V of the Council of State, given on 11 August 2005, in application of Article 84, § 1, first paragraph, 1°, of the coordinated laws on the Council of State; On the proposal of Our Minister of Justice and Our Minister of Finance,

Have decided and do decide:

CHAPTER I. — The approved account holders

Article 1. The following are generally approved for the maintenance in
Belgium of accounts for dematerialized securities, as referred to in Articles 468 to 475 of the Companies Code:
1° credit institutions of Belgian law; 2° stock companies of Belgian law; 3° clearing and settlement organizations, referred to in Articles 22 and 23 of the Act of 2 August 2002 relating to the supervision of the financial sector and financial services, which are established in Belgium; 4° branches established in Belgium of credit institutions or investment firms of foreign law which have been authorized, in their State of origin, to hold securities on behalf of third parties; 5° the National Bank of Belgium. The institutions referred to in the first paragraph are designated hereinafter by the term 'approved account holders'. Articles 2 to 5 of this Decree are not applicable to the National Bank of Belgium.

Art. 2. The approved account holders shall notify in advance the Banking, Finance and Insurance Commission of the commencement or cessation of this activity. The Banking, Finance and Insurance Commission shall maintain the list of approved account holders for the holding of dematerialized securities referred to in the Companies Code. The Banking, Finance and Insurance Commission shall publish this list on its website and, each year, in the Belgian Official Journal.

Art. 3. The approved account holders shall clearly inform, at the request of each holder of an account for dematerialized securities, of the regime applicable to the claim for their securities in the event of liquidation, bankruptcy or a similar procedure on their assets.

Art. 4. § 1. The approved account holders, other than the branches established in Belgium of credit institutions or investment firms constituted under the law of a Member State of the European Economic Area, are subject to the rules of securities accounting, defined in §§ 2 to 4.

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Belgian Official Journal = Belgian State Gazette 03/02/2006

The rules laid down in this Decree concerning securities accounting do not derogate from the accounting rules provided for by or pursuant to the Act of 22 March 1993 on the status of and supervision of credit institutions, the Act of 6 April 1995 concerning the status of and supervision of investment firms, intermediaries and investment advisors and the Act of 2 August 2002 concerning the supervision of the financial sector and financial services. § 2. The approved account holders must record all their transactions, assets and liabilities, rights and obligations in dematerialized securities in their accounting in accordance with the usual rules of double-entry bookkeeping, hereinafter referred to as 'securities accounting'. § 3. In addition, any transaction in dematerialized securities, which gives rise to a movement of funds, receivables or debts to be recorded in the general accounting, is simultaneously registered in the securities accounting and in the general accounting. § 4. The securities accounting of the approved account holder must be designed and organized in such a way that the situation of the institution maintaining accounts can be drawn up at any time. This situation is broken down according to the legal relationship on the basis of which the security is held, to be received or to be delivered, was entrusted or was received, by means of an appropriate chart of accounts. Art. 5. The approved account holder opens in the name of other institutions maintaining accounts and of investors for whom it holds dematerialized securities in its own name, one or more securities accounts.

CHAPTER II. — The clearing organizations

Art. 6. The following are designated as clearing organizations as referred to in
Article 468 of the Companies Code:
1° for the securities referred to in Book VIII, Title III, of the Companies Code: the public limited company under Belgian law 'Interprofessional Securities Depository and Clearing House', abbreviated: 'C.I.K.'. The CIK may, however, refuse to accept new dematerialized securities into its system for an already existing issue whose securities were originally issued in another form and with the same ISIN code; 2° for the bonds referred to in Article 485 of the Companies Code: the National Bank of Belgium.

CHAPTER III. — Final provisions

Art. 7. This Decree shall enter into force on 1 January 2006. Art. 8. Our Minister responsible for Justice and Our Minister responsible for Finance are, each insofar as it concerns him, charged with the implementation of this Decree. Given in Brussels, 12 January 2006. ALBERT By the King:
The Minister of Justice,
Mrs. L. ONKELINX
The Minister of Finance,
D. REYNDERS

The rules fixed by this Decree concerning the securities accounting do not prejudice the accounting rules provided for by or pursuant to the Act of 22 March 1993 relating to the status and control of credit institutions, by or pursuant to the Act of 6 April 1995 relating to the status of investment firms and their control, to intermediaries and investment advisors, and by or pursuant to the Act of 2 August 2002 relating to the supervision of the financial sector and financial services. § 2. The accounting of the approved account holders must include a record of all their operations, assets and liabilities, rights and commitments in dematerialized securities in accordance with the rules usual of double-entry bookkeeping, hereinafter referred to as 'securities accounting'. § 3. In addition, any operation on dematerialized securities resulting in movement of cash or movement of receivables or debts to be recorded in general accounting, is subject to simultaneous entries in securities accounting and in general accounting. § 4. The securities accounting of the approved account holder must be designed and organized in such a way that it allows at any time to reflect the situation of the account holder. This situation is allocated according to the legal relationship under which the security is held, to be received or to be delivered, or has been entrusted or received, and this by means of an adequate accounting plan. Art. 5. The approved account holder opens in the name of other account holders and of investors for whose account it holds in its name dematerialized securities, one or more securities accounts.

CHAPTER II. — The clearing organizations

Art. 6. The following are designated as clearing organizations, as referred to in Article 468 of the Companies Code:
1° for the securities referred to in Book VIII, Title III, of the Companies Code:
the public limited company of Belgian law 'Interprofessional Securities Depository and Clearing House', abbreviated: 'C.I.K.'. The CIK may nevertheless refuse to receive in its system new dematerialized securities for an already existing issue whose securities are issued originally in a different form and have the same ISIN code; 2° for the bonds referred to in Article 485 of the Companies Code: the National Bank of Belgium.

CHAPTER III. — Final provisions

Art. 7. This Decree enters into force on 1 January 2006.
Art. 8. Our Minister who has Justice in his attributions and Our Minister who has Finance in his attributions are charged, each in his regard, with the execution of this Decree. Given in Brussels, 12 January 2006. ALBERT By the King:
The Minister of Justice,
Mrs L. ONKELINX
The Minister of Finance,
D. REYNDERS

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