All Countries
Capital Markets
Uncertificated Securities Control Agreement

Uncertificated Securities Control Agreement Template for Germany

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Uncertificated Securities Control Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Uncertificated Securities Control Agreement

"I need an Uncertificated Securities Control Agreement under German law for a fintech startup acting as securities intermediary, with specific provisions for blockchain-based securities trading and enhanced cybersecurity requirements."

Celebrated by
Collaborations with
Investors
Document background
The Uncertificated Securities Control Agreement is essential in modern financial transactions where securities exist in electronic form rather than as physical certificates. This document is particularly relevant under German law, where the Electronic Securities Act (eWpG) provides the legal framework for electronic securities. It is typically used in secured lending arrangements, collateral management, and other financial transactions where control over securities needs to be established and maintained. The agreement ensures compliance with German regulatory requirements while providing the secured party with the necessary control rights over the securities account. It includes detailed provisions for account operations, instruction rights, and the obligations of all parties involved, making it a crucial document for financial institutions, investment firms, and corporations engaging in securities-based transactions in Germany.
Suggested Sections

1. Parties: Identification of all parties including the securities issuer, securities intermediary, secured party, and securities holder

2. Background: Context of the agreement including reference to any related security agreements and description of the uncertificated securities arrangement

3. Definitions: Key terms including 'Securities Account', 'Control', 'Securities Entitlements', 'Instructions', and other relevant defined terms

4. Establishment of Control: Provisions establishing control over the uncertificated securities and the specific mechanisms of control

5. Securities Intermediary's Rights and Obligations: Detailed obligations of the securities intermediary regarding the maintenance and operation of the securities account

6. Control Rights: Specific rights of the secured party to give instructions regarding the securities and the circumstances under which such rights may be exercised

7. Representations and Warranties: Statements from each party regarding their authority, capacity, and other relevant matters under German law

8. Securities Account Operations: Procedures for handling distributions, voting rights, and other corporate actions

9. Priority and Subordination: Provisions regarding the priority of the secured party's rights relative to other claims

10. Notices: Requirements and procedures for all communications between parties

11. Term and Termination: Duration of the agreement and circumstances allowing termination

12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. Security Interest Provisions: Additional provisions if the control agreement is part of a broader security arrangement - include if there's an associated security interest

2. Tax Provisions: Specific tax-related provisions - include if there are significant tax implications or withholding requirements

3. Multi-currency Provisions: Provisions dealing with multiple currencies - include if the securities or distributions may involve multiple currencies

4. Electronic Communications: Detailed provisions for electronic instructions and communications - include if parties will rely heavily on electronic communications

5. Third Party Rights: Provisions regarding rights of third parties - include if there are relevant third party beneficiaries

6. Data Protection: GDPR and data protection compliance provisions - include if personal data will be processed

Suggested Schedules

1. Schedule 1 - Securities Account Details: Detailed description of the relevant securities accounts and account numbers

2. Schedule 2 - Authorized Persons: List of persons authorized to give instructions on behalf of each party

3. Schedule 3 - Form of Instructions: Standard forms for giving instructions regarding the securities

4. Schedule 4 - Fee Schedule: Schedule of fees payable to the securities intermediary, if applicable

5. Schedule 5 - Notice Details: Contact details and notice requirements for all parties

6. Appendix A - Operating Procedures: Detailed procedures for account operations and instruction processing

7. Appendix B - Technical Requirements: Technical specifications for electronic communications and security requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Account Agreement
Account Statements
Adverse Claim
Applicable Law
Authorized Person
Banking Day
Book-Entry Security
Business Day
Central Securities Depository
Control
Corporate Action
Costs
Default
Distributions
Electronic Instructions
Electronic Securities Register
Encumbrance
Entertainment Event
Event of Default
Financial Assets
Financial Instruments
Force Majeure Event
Instructions
Losses
Notice of Exclusive Control
Operating Procedures
Parties
Payment Instructions
Permitted Activities
Permitted Investments
Priority Notice
Relevant Account
Securities
Securities Account
Securities Entitlement
Securities Intermediary
Security Interest
Secured Obligations
Secured Party
Securities Holder
Settlement Date
Taxes
Technical Requirements
Trading Instructions
Transfer Order
Uncertificated Securities
Voting Rights
WpHG
eWpG
Clauses
Parties
Recitals
Definitions
Account Control
Securities Intermediary Rights
Securities Intermediary Obligations
Secured Party Rights
Security Interest
Account Operations
Instructions and Notices
Corporate Actions
Voting Rights
Priority Rights
Representations and Warranties
Covenants
Fees and Expenses
Indemnification
Confidentiality
Data Protection
Force Majeure
Term and Termination
Events of Default
Remedies
Assignment and Transfer
Amendments
Notices
Electronic Communications
Severability
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Banking and Financial Services

Investment Management

Securities Trading

Corporate Finance

Asset Management

Insurance

Investment Banking

Private Equity

Hedge Funds

Fintech

Relevant Teams

Legal

Compliance

Securities Operations

Treasury

Risk Management

Trading

Portfolio Management

Financial Control

Custody Operations

Regulatory Affairs

Relevant Roles

Legal Counsel

Compliance Officer

Securities Operations Manager

Collateral Manager

Treasury Manager

Financial Controller

Risk Manager

Securities Trading Officer

Portfolio Manager

Investment Director

Chief Financial Officer

Head of Operations

Custody Operations Manager

Legal Director

Regulatory Compliance Manager

Industries
German Securities Trading Act (Wertpapierhandelsgesetz - WpHG): Primary legislation governing securities trading, including provisions for uncertificated securities and their trading requirements
German Civil Code (Bürgerliches Gesetzbuch - BGB): Contains fundamental provisions on contracts, assignments, and security interests, particularly §§ 398-413 regarding assignment of rights
German Safe Custody Act (Depotgesetz): Regulates the custody and administration of securities, including provisions for electronic securities custody
German Electronic Securities Act (eWpG): Specifically regulates electronic securities and their registration, crucial for uncertificated securities arrangements
EU Financial Collateral Directive (2002/47/EC) as implemented in German law: Provides framework for financial collateral arrangements, including treatment of book-entry securities
German Banking Act (Kreditwesengesetz - KWG): Contains provisions relevant to financial institutions handling securities and custody arrangements
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG): May be relevant for control agreements involving listed securities
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Uncertificated Securities Control Agreement

A German law-governed agreement establishing control arrangements over uncertificated securities, compliant with eWpG and German financial regulations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: https://www.genieai.co/our-research
Oops! Something went wrong while submitting the form.

Genie’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; Genie’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our Trust Centre for more details and real-time security updates.

Read our Privacy Policy.