Austria: Austrian registered shares
Effective
immediately
according to the provisions of the amendment to the Austrian Company Act (AktG) passed in 2011 (GesRÄG 2011), shares should as a rule be registered shares (Section 9 (1) AktG (Corporate Law)).
The following exceptions apply:
- Bearer shares are exceptionally allowed for Stock Exchange listed companies or when the corporate statutes provide for the shares being listed at a Stock Exchange.
- A company whose shares were traded on the Third Market on 1 August 2011 is considered for the duration of the inclusion of the shares in the Third Market as a Stock Exchange listed company.
For joint stock companies that, by 31 December 2013 at the latest, have not changed bearer shares into registered shares (despite being legally obliged to do so), the bearer shares are considered, as a matter of law, from 1 January 2014 onwards, to be registered shares.
Types of safekeeping and transferability (settlement)
Registered shares endorsed in blank may be held by CSD.Austria (CSD.A) in collective clearing custody and in this case may be freely transferred within CSD.A’s settlement system DS.Advanced (DS.A).
For all registered shares not endorsed in blank, any CSD.A securities account holdings are held exclusively under the “individual custody” (ST) type of safekeeping. The holdings concerned have been assigned to individual custody and posted to the blocked securities accounts. It is no longer possible to settle transfers of such securities in DS.A.
Exceptions to this are transfers involving no change of beneficial ownership. These can be instructed as physical transactions, with the requirement to confirm, in the instruction narrative, that no change of ownership is involved.
Affected securities
A list of the registered shares held in safekeeping with CSD.A is published on the OeKB website, http://www.oekb.at/microsites/files/Documents/CSD.A/Namensaktien-CSD.A-Tresor-registered-shares-CSD.A-vault.pdf, including information on whether these have been endorsed in blank or not.
Registration and income distribution
For registered shares (whether endorsed in blank or not), Clearstream Banking1 no longer provides custody services. The customer is responsible for the registration of the securities under the correct final beneficiary name for those of their clients that would like to participate in an AGM or receive and distribute dividends. If the customer does not register the shares into the correct final beneficiary name, their client will be unable to participate in the AGM or to receive any dividends.
The responsibility for maintaining the share register lies with the board of directors of the issuer. Clearstream Banking is not involved in the registration process, nor can Clearstream Banking arrange for any registration of final beneficiaries to be carried out.
Important note:
Income from Austrian registered shares (whether endorsed in blank or not) distributed to beneficiaries to whom Austrian corporate law applies must be paid by the issuer to the person entered in the share register using the account details as entered in the share register. (This is a binding legal ruling.)
Customer responsibility
It is the responsibility of the customer to contact the holder of the company’s register (which could be the issuer or the company itself) and to ensure the registration name in the register is correct. There is no standard procedure to re-register the shares and each holder of the register will require different documentation. The customer is responsible for providing the holder of the register with the correct bank details so that all income proceeds can be paid directly to their bank account.
No corporate event notifications will be sent to Clearstream Bank regarding any events. This is an exception to our normal service.
Further information
Format specifications for instructions in registered shares not endorsed in blank with no change of beneficial ownership are provided in the Creation Link Guide - Austria.
For further information, customers may contact Clearstream Banking Client Services or their Relationship Officer.
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1. Clearstream Banking refers to Clearstream Banking S.A., registered office at 42, avenue John F. Kennedy, L-1855 Luxembourg, and registered with the Luxembourg Register of Commerce and Companies under number B-9248 (CBL).