Federal Intermediated Securities Act (FISA)
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
Section 1 Disposition of Intermediated Securities
Art. 24 Credit
1 A disposition of intermediated securities may be effected by: a. an instruction from the account holder to its custodian to transfer the intermediated securities; and b. a credit of the intermediated securities to the acquirer's securities account. 2 The disposition shall be complete when the necessary credit has been made and has become effective against third parties. If the full legal rights are transferred as a result of the disposition, the transferor shall lose its rights in the intermediated securities. 3 The foregoing is without prejudice to the provisions governing acquisition by virtue of universal succession or debt enforcement. 4 This Article does not affect restrictions on the transfer of registered shares. Any other restriction is be ineffective against the transferee or third parties.
Art. 24 — Amended by Annex No 14 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483). Para. 2 — Amended by Annex No 14 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).
Art. 25 Control agreement
1 An act of disposal for intermediated securities may also be created, and becomes effective against third parties when the account holder and the custodian agree irrevocably that the custodian must carry out instructions from the acquirer without any further consent or cooperation on the part of the account holder. 2 The act of disposal may relate to: a. specific intermediated securities; b. all intermediated securities credited to a securities account; or c. a proportion of the intermediated securities credited to a securities account up to a specified value.
Art. 25 — Amended by Annex No 14 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).
Art. 26 Agreement with the custodian
1 The account holder may dispose of intermediated securities in favour of the custodian by concluding an agreement with it. The act of disposal shall be effective against third parties upon conclusion of the agreement. 2 Article 25 paragraph 2 applies.
Art. 26 — Amended by Annex No 14 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).
Section 2 Reversal
Art. 27 Reversal of a debit
1 A debit to a securities account must be reversed if: a. it was made without instructions; b. it was made on the basis of an instruction that: 1. is void, 2. was not issued by the account holder or the latter's agent, 3. was revoked in due time by the account holder, or 4. was voided on the ground of mistake, erroneous transmission, fraud or duress; Article 26 of the Code of Obligations is reserved; c. the credit of intermediated securities to the acquirer's securities account does not correspond to the instruction or is not executed within the customary settlement period. 2 In the event of a reversal under paragraph 1 letter a or b, the account holder must prove that the instruction was defective. There is no right to reversal if the custodian proves that it did not know the defect in the instruction and could not be expected to know such defect despite the application of reasonable measures and procedures. 3 The reversal shall place the account holder in the same position as if the
Para. 1 let. b let. 4 — SR 220 Para. 4 — Amended by Annex No 29 of the FA of 15 June 2018 (Revision of the Law of Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
Art. 28 Reversal of a credit
1 A custodian may reverse a credit of intermediated securities to a securities account if: a. the corresponding debit was reversed; or b. the credit does not correspond to the instruction. 2 The account holder shall be notified of the reversal. 3 A credit may not be reversed where intermediated securities of the same kind are no longer credited to that securities account or where third parties acting in good faith have acquired rights in those intermediated securities. In such cases the custodian shall have a claim for damages unless the account holder has disposed of the securities in good faith or had no reason to expect a demand for restitution when disposing of them. 4 Claims based on this Article become time-barred three years after the defect is discovered, or at the latest ten years after the date on which the credit was made. 5 An account holder who is a qualified investor may derogate from this Article by entering into an agreement with the custodian.
Para. 4 — Amended by Annex No 29 of the FA of 15 June 2018 (Revision of the Law of Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
Section 3 Effectiveness against Third Parties
Art. 29 Protection of the bona fide purchaser
1 A person who acquires intermediated securities under Articles 24, 25 or 26 for value and in good faith shall be protected in respect of the acquisition even where: a. the transferor had no power or authority to transfer the intermediated securities; or b. the credit of intermediated securities to the transferor's securities account was reversed. 2 An acquirer who is not so protected is under a duty to make restitution of intermediated securities in the same quantity and of the same kind pursuant to the provisions of the Code of Obligations on unjust enrichment. The rights of third parties are not affected. The foregoing is without prejudice to other claims based on the Code of Obligations. 3 Where the acquirer who is bound to make restitution of the securities becomes subject to proceedings for compulsory liquidation, the beneficiary may require intermediated securities in the same quantity and of the same kind to be excluded from the acquirer's estate to the extent that it contains
Para. 2 — SR 220 Para. 4 — Amended by Annex No 29 of the FA of 15 June 2018 (Revision of the Law of Prescription), in force since 1 Jan. 2020 (AS 2018 5343; BBl 2014 235).
Art. 30 Priorities
1 Where intermediated securities or interests in intermediated securities are disposed of pursuant to provisions of this Act, the disposition first in time shall prevail over further dispositions. 2 If the custodian has entered into an agreement with the account holder under Article 25 paragraph 1 without notifying the acquirer expressly of its rights created earlier, its right shall be deemed to be subordinated to the right of the acquirer. 3 … 4 The foregoing is without prejudice to agreements to modify the priorities of rights over intermediated securities, but such agreements are effective only as between the parties bound by them.
Para. 2 — Amended by Annex No 14 of the Financial Market Infrastructure Act of 19 June 2015, in force since 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483). Para. 3 — Repealed by Annex No 14 of the Financial Market Infrastructure Act of 19 June 2015, with effect from 1 Jan. 2016 (AS 2015 5339; BBl 2014 7483).