Perfection Of China's Securities Registration System-From The Legal Perspective

The core function of securities registration is to validate and promulgate the rights of securities assets. This article makes a systematic and complete study of the securities registration system, from generality to concretion methodologically, discussing the issues listed as follows: fundamental questions related to the definition, characteristic, classification, effectiveness and examination model of securities registration; the relationship between securities registration and change of securities rights; the registration for pledge of securities; the relationship with and distinction between securities registration and securities custody(depository),etc.The logic clue of this article is from outline to detail, and back to summary, that is: in the beginning it provides some fundamental questions of securities registration; then it summarizes the definition of securities registration institution and its common models overseas; after that, it makes a study of the concrete mechanism of securities registration; finally, based on the study made through previous chapters, this paper provides some review over and suggestion for the securities registration system in China.This article consists of seven parts. The introductory part explains the significance of studying securities registration system, stating the purpose and logic of this article; Chapter 1 focuses on the basic issues such as definition, characteristic, classification, effectiveness and examination pattern of securities registration, constructing the conceptional framework of securities registration; Chapter 2 discusses the relationship between securities registration and change of securities rights, and points out that the securities registration is the promulgated efficient factor of change(or transfer) of securities rights, introducing several types of change of securities rights that are not subject to registration requirement. This part also contributes some useful thoughts to solve the conflicts between valid transfer of securities title and registration of securities in practice. This chapter is the keystone of the study of securities registration system. Chapter 3 makes a specific research of registration of securities pledge, which mostly includes the relationship between pledge registration and pledge contracts, the manner of registration, and then probes into several legal issues concerning registration at the securities registration institution theoretically. Chapter 4 discusses the examination model that various securities registration institutions adopt when they register the transfer of securities rights as a result of non-trade transfer. This study supports the standpoint for material examination model. In addition, notarization should be the compulsory prepositive procedure of this transfer registration, only exceptional instances are exclusive. Chapter 5 discusses the securities custody, securities custodian, securities depository and central securities depository, and then studies the relationship with and distinction between the securities registration and custody (depository). Chapter 6 provides some review and suggestion of China's securities registration system: firstly, it makes an overview of China's present securities registration system; secondly, it points out some problems and deficiency existing in this system, which mostly includes, for example,the inaccuracy of custody mechanism provided by the Art. 159 of new Securities Law, the lack of legal basis concerning the definition of nominal holder, etc.; and finally, this article argues that, in order to offset the systematic disadvantage that endangers the stable operation of securities registration and clearing institution, a revision to Art. 159 of Securities Law or some affirmative suggestion to the corresponding judicial interpretation has to be made.