Shares of joint stock companies. Bonds of Joint Stock Companies of the Russian Federation

The main place among securities in a joint-stock company belongs to shares. A share is a security issued by a joint-stock company and certifying the right to receive a dividend, to participate in the management of the affairs of the joint-stock company, to part of the property remaining after its liquidation. The share is classified as investment securities.

A joint stock company can issue shares of two categories: ordinary and preferred.

Any promotion performs two main functions:

1) certifies the limited property right of its holder (shareholder) to his contribution to the authorized capital of the JSC, realized by receiving part of the property of the JSC upon its liquidation;
2) certifies the shareholder’s right to receive part of the JSC’s profit in the form of dividends.

A dividend is a part of the net profit of a joint-stock company, subject to distribution among shareholders, per one ordinary or preferred share. Net profit used to pay dividends is distributed among shareholders in proportion to the number and type of shares they own.

The number of shares owned by a shareholder characterizes his contribution to the authorized capital of the joint-stock company, since all shares have the same value. The authorized capital of a joint-stock company is equal to the sum of the contributions of all shareholders or, which is the same, the product of the number of issued shares and the cost of one share. The share price assigned upon formation of the joint-stock company is called the nominal value and is indicated on the shares.

The second function of shares - to certify the right to a part of the JSC's profit - is specific primarily in that the JSC does not undertake any unconditional obligations to make regular payments to holders of ordinary shares. If the JSC does not pay dividends, then the shareholders do not have the opportunity to recover them in court or declare the JSC bankrupt; they voluntarily took on the risks associated with the possibility of losses or ruin of the company.

Joint-stock companies are allowed to issue only registered shares, which protects shareholders from possible manipulation by shadow economy dealers in the stock market.

When a joint stock company is formed during the privatization of state-owned enterprises, another type of shares is formed - preferential ones. They are provided to members of the workforce free of charge or with a 30% discount on the cost. Preferential shares must have a corresponding mark on their letterhead and be reflected in the register of shareholders.

Buyers of ordinary shares acquire a number of rights associated with them:

1. A share may be sold or assigned by its owner to any other person.
2. Holders of ordinary shares are entitled to receive dividends.
3. Shareholders have the opportunity to participate in the management of the company through voting at a meeting of shareholders, etc.

At the beginning of the public offering, the company announces the total number of shares it issues.

A joint stock company can buy back its own shares from their owners at the current market price. Such shares are sometimes called treasury shares. They do not provide voting rights or dividends.

In addition to ordinary shares, companies can issue preferred shares, which give their owners a number of additional rights. The main distinguishing feature of preferred shares is that dividends on them are set in the form of a guaranteed fixed percentage and must be paid before they are distributed among holders of ordinary shares. Preferred shares may have other rights.

Stocks, being riskier securities compared to debt, usually attract investors with the possibility of receiving increased income, which can consist of dividends and capital gains on the stock invested due to the increase in its price. Due to their increased yield, stocks offer savings better protection from inflation than debt.

To attract additional funds, a joint-stock company has the right to issue bonds (registered and bearer), distributed among enterprises, organizations, institutions, and citizens. A bond is a fixed-term security certifying a loan relationship between its holder and the issuer; issued for a year or longer. After the time specified in the terms of the loan has expired, the bond is purchased and repaid by the issuer. A bond is a debt security, therefore its holder, unlike the holder of a share, does not have any property rights, but is a creditor of the issuer. Bonds confirm the obligation of the joint stock company to reimburse the owner for their nominal value within the period specified in them with an annual payment of a fixed percentage.

The face value of a bond means the amount that is borrowed and must be repaid at the end of the bond term, i.e. upon redemption of the bond. As a rule, JSC bonds are issued with a higher par value than shares. They are targeted either at wealthy individual creditors or legal entities.

The JSC has the right to issue bonds in an amount of no more than 25% of the authorized capital and only after full payment of all issued shares. Only after this is it possible to convene a founding conference within a period not exceeding 2 months from the date of completion of the subscription.

High efficiency of financial and investment transactions is ensured with the help of bills of exchange. JSCs are increasingly turning to their use. A bill of exchange is a security that certifies the unconditional obligation of the drawer (in the case of a promissory note) or another payer specified in the bill of exchange (in the case of a bill of exchange) to pay upon the arrival of the period stipulated by the bill of exchange a certain amount to the owner of the bill, i.e. to the holder of the bill.

A special type of derivative securities is options. An option is a contract that gives the right to buy or sell a certain number of shares at a fixed price, valid for the entire period specified in the contract. There are two types of options: put option and put option. The first gives the holder the right to purchase from the writer at any time during the contractual period a certain number of shares at a specified price. The second type of option gives the holder the right to sell to the writer a specified number of shares at a fixed price during the contract period.

When issuing buy options, a JSC can pursue one of three goals: 1) receive speculative profit only in the form of an option premium, playing to reduce the price of its shares through the stock market and achieving the holder’s refusal to purchase; 2) increase the profitability of existing shares by receiving an option premium; 3) insure against the possible risk of asset depreciation due to a fall in stock prices.

Types of shares issued by foreign companies.

The holder of shares has certain rights and obligations, which are divided into property and personal. Typically, the property rights of a shareholder include the right to receive a dividend on their shares, as well as often other amounts (bonuses). The shareholder's financial obligation is limited to paying the subscription price of the shares. In addition, the shareholder can participate in voting at the general meeting. Shareholder legislation provides ample opportunities to choose the types of shares, conditions for their transfer and sale.

Shares that may give the right to an additional dividend and to priority satisfaction in the event of liquidation of the company are called preferred. In contrast, ordinary shares are shares whose owners' claims upon liquidation of the company are satisfied only after the claims of creditors and holders of preferred shares. Ordinary shares constitute the bulk of the company's assets. They are associated with the rights of its holders to receive a dividend, to the due portion of the company’s assets in the event of its liquidation, and to participate in voting at a meeting of shareholders.

Some countries use qualifying shares - shares legally owned by the directors of the enterprise. In most countries, there are joint stock companies that have the opportunity to announce a public subscription to capital, and joint-stock companies without the right to such subscription, created only by the founders. Limiting the number of participants simplifies the organization of the society.

In the UK, joint stock companies that have announced a public subscription for shares are called public, and companies that are deprived of this right are called private. A public company, according to the 1980 law, must have at least two members, and there is no maximum number of members. From the point of view of ease of establishment, a private company is the most attractive form of JSC organization. Small and medium-sized firms in the UK tend to use the private company form. Some countries prefer the JSC form without the right to publicly subscribe for shares, that is, with a limited and, as a rule, pre-known circle of participants.

The financial resources of a joint-stock company are not limited only to its share capital; they also consist of loans and profits received. Share capital is represented by shares, loans - bonds, which, like shares, are securities. The funds received as a result of the issue of bonds do not represent the capital of the joint-stock company, but its debt. The right to make loans is granted to the directors of the joint stock company and is limited by the charter. The bond holder is a creditor of the joint-stock company, and therefore he has a number of advantages over the shareholder. In particular, the stipulated interest on the loan is paid to him regularly on time, regardless of whether the JSC makes a profit. The property claims of shareholders are satisfied after the claims of creditors are satisfied.

Joint-Stock Company- this is an economic association (commercial structure), which is registered and operates according to certain rules, and its authorized capital is distributed into a certain number of shares. The main task is to generate capital for conducting certain business activities.

Joint-Stock Company(JSC), or rather its activities are regulated by the Civil Code of the Russian Federation, the Arbitration Code of Russia, the Law of the Russian Federation “On Joint-Stock Companies” and other acts and laws.

The history of the emergence of a joint stock company as a structure

It is believed that the origin of joint stock companies as a form began in the 15th century, with the formation of the Genoese Bank of St. George. It was with him that the era of such formations began. The task of the newly created institution was to service government loans. Moreover, its founders were the Maons - formations of creditors who lent money to the state, and the latter paid them back with the right to receive a portion of the profits from the treasury.
Many of the operating principles of the Genoese Bank coincided with the current characteristics of the joint-stock company:

- capital of a financial institution was divided into several main parts, which were distinguished by free circulation and alienability;
- bank management- a meeting of participants who met annually to make important decisions. Each proposal was put to a vote. The main feature is that officials of the financial institution did not have the right to participate in the meeting. The role of the executive body was performed by the Council of Protectors, which consisted of 32 members;
- bank participants received interest payments on their shares. At the same time, the size of dividends directly depended on the level of profitability of the bank.

Since the beginning of the 16th century, new markets have been actively opening in Europe, the growth of trade volumes is accelerating, and industry is developing. Old forms of communities (guilds, maritime partnerships) could no longer protect the rights of participants in the transaction and new economic needs. This is how colonial companies appeared in Holland, England and France. In fact, the colonial states began to attract funds from outside for further development of the lands.

1602- formation of the East India Company. Its essence is the unification of already existing organizations in Holland. Each company had its own shares of participation, therefore the number of representatives in the governing bodies also varied. Over time, the shares of each of the participants received the name “shares” - documents confirming the right to own part of the share. But massive speculation in stocks has forced the government to pass several strict restrictions on the misuse of capital by companies.

Almost simultaneously with the structure described above, the English version of the East India Company arose. Its feature is an annual meeting of participants to resolve key issues by voting. Only those participants who owned more capital than the percentage specified in the charter had a vote. Leadership was entrusted to the council, which consisted of 15 members elected by the meeting.

In the 18th century After several failed attempts, John Law succeeded in creating his own bank. Subsequently, it was he who became one of the active participants in the creation of the West India Company. A few years later, other organizations in France joined it. In fact, a powerful monopoly was formed in the market, which ensured a stable flow of income to the treasury and economic growth. But this couldn't last forever. Low dividends became the impetus for the massive sale of shares of the newly formed structure. The price of securities decreased, and then completely collapsed. This caused serious damage to the country's economy.

In 1843 The first law on joint stock companies appeared in Germany. Since the beginning of the 1860s, the number of such societies has amounted to several dozen. Subsequently (in 1870, 1884) new laws concerning joint-stock companies were developed.

In 1856-1857 In England, the first legislative acts appeared that obligated newly registered communities to undergo the registration procedure, have their own charter, indicate the goals of their activities, and so on. At the same time, established companies were allowed to issue only registered shares.

In 1862 all acts and norms of England relating to joint-stock companies were collected into one law. Subsequently, it did not change, but was only supplemented with new points.
Other countries (including the United States) used already accumulated experience when creating joint-stock companies.

The essence of a joint stock company

A joint stock company is a legal entity, an organization of several market participants. The peculiarity of the structure is as follows:

- JSC participants have limited liability, which does not exceed the amount of their “infusions” into the company’s authorized capital;

A joint stock company bears full responsibility to its shareholders in terms of fulfilling obligations (including timely payment of dividends);

The entire amount of the authorized capital is equally divided by the number of issued shares of the joint-stock company. In this case, the holders are the participants of the joint-stock company, and not its founders;

The formation of the authorized capital occurs through investments of participants. In this case, the contributions made come to the full disposal of the newly created structure;

The JSC operates without a time limit, unless contrary conditions are specified in the charter of the newly created structure;

A joint stock company has the right to carry out any types of activities that are not prohibited by law. At the same time, in some areas, a JSC can operate only on the basis of an obtained license;

The newly created organization is obliged to publish an annual report, accounts of losses and income, balance sheet and other data that are provided for by law (all these issues are discussed in Article 92 of the Federal Law “On Joint-Stock Companies);

The JSC receives the right to organize representative offices, branches, subsidiaries, and so on. At the same time, you can open your own branches even outside the state.

Types of joint stock companies

Today there are two main types of such organizations:

1. Open joint-stock companies (OJSC)- these are formations in which shareholders have the right to alienate (sell) shares without the consent of other shareholders. At the same time, the JSC itself can distribute issued shares freely, without any restrictions. The total number of shareholders and founders of a JSC is not limited. If the state (municipal formation, subject of the Russian Federation) acts as the founder of the company, then such a company can only be open - an OJSC. The only exceptions are small structures that are formed on the basis of privatized companies.

The distinctive features of the JSC include:

The number of participants is unlimited;
- the amount of authorized capital - from 1000 minimum wages and above;
- shares are distributed by open subscription;
- securities can be freely sold and purchased (without prior approval);
- education undertakes to issue and publish a report, loss accounts, profitability accounts, and balance sheet every year.

2. Closed joint-stock companies (CJSC)- these are formations where issued shares can be distributed only within the formation (among the founders or a strictly defined circle of people). At the same time, open subscription for closed joint-stock companies is prohibited. In closed joint stock companies, shareholders have the right to be the first to purchase securities.

The distinctive features of the JSC include:

The number of participants should not exceed fifty people;
- the amount of the authorized capital should not be more than 100 minimum wages determined at the legislative level;
- issued shares are distributed only among the founders (options for placement among other persons are possible, but only after approval);
- current shareholders have the right to be the first to buy shares of the CJSC;
- a closed company may not publish any reports at the end of each year.

Differences between a joint stock company

Modern joint-stock companies differ significantly from the following entities:

1. From business partnerships. JSC is an association of capitals of several participants, and HT is an association of capitals of participants and a group of persons who implement joint projects within the framework of one association. In addition, in HT, participants assume full responsibility for educational obligations. JSC does not provide for such liability.

2. From limited liability companies (LLC). The common features of LLCs and JSCs are the common capital of the participants, which is formed through their investments in a common cause. But a joint stock company has several characteristic features:
- the minimum amount of authorized capital for a joint-stock company is established at the legislative level (as well as the number of participants). For an LLC, this value is the “ceiling”;

- all participants of the joint-stock company receive shares, which can be disposed of at their own discretion (sell or buy on the stock market). In a simple community, the authorized capital is divided into contributions;
- the procedure for inclusion and exclusion from LLC (JSC) differs;
- each shareholder of a joint stock company has equal rights and obligations regarding the operation of the structure. In a simple society, each participant can have his own obligations.
- the management structure of a JSC is much more complex than that of an LLC.

3. From production cooperatives. The following features are worth highlighting here:

- participants of the cooperative are responsible for the obligations of the cooperative (that is, general liability). In a joint-stock company, each participant is responsible within the limits of his contribution;
- cooperative members may be expelled for failure to fulfill obligations or violation of norms. In a JSC, no one has the right to deprive a participant of shares under any circumstances;
- a cooperative involves the formation of a community of people and their investments, and a joint-stock company is simply an association of investments.

Creation of a joint stock company

To organize your own joint stock company you need to go through several stages:

1. Economically justify the future structure. That is, first you need to form an idea for future formation. All members of society must clearly understand the tasks assigned to them, development prospects, potential profitability, and so on. Particular attention should be paid to the following issues:

Is JSC the best form for the chosen line of activity? Here you need to take into account that joint stock companies are better suited for large businesses;
- Is it possible to obtain the necessary funds in other ways (for example, get a loan from a bank). Here you need to take into account financial feasibility and potential benefits;
- determine the required amount of capital.

2. JSC organization. At this stage the following work is carried out:

A founding agreement is concluded, which stipulates the main activities and characteristics of the business. Moreover, the responsibility of each participant directly depends on the volume of investments made. The founders cannot oblige the JSC to carry out any transactions with third parties; they are prohibited from acting on behalf of the company;

A meeting of the founders is held, where the charter of the joint-stock company is adopted by voting, the valuation of property is approved, and issues of issuing shares are discussed. Management bodies are also formed by the joint-stock company and elected at the meeting. The applicant passes if more than ¾ of all participants vote “for”;

The authorized capital is formed - the minimum amount of funds of the joint-stock company, which in case of anything will guarantee the protection of the interests of creditors. For a joint-stock company, the size of the authorized capital must be no less than 1000 minimum salaries established by law at the time of registration of the joint-stock company. From the moment of registration, more than half of the shares must be purchased. The rest is due within a year.

3. Registration of the institution at the level of government agencies.

Any joint stock company can be liquidated, that is, it ceases to exist as a legal entity. There are several liquidation options:

1. Voluntary liquidation. In this case, the corresponding decision is made at a meeting of shareholders. In this case, the desire to liquidate the JSC is accepted directly by the participants. The process occurs in the following order:

The meeting makes a decision on liquidation;
- the decision is transferred to the state registration authority, which makes the appropriate note. From this moment on, making any changes to the JSC documents is prohibited;
- a liquidation commission is appointed. If one of the participants was a representative of the state, then there must be a representative;
- the commission does everything possible to identify all creditors and receive current debt;
- requests of JSC creditors are satisfied;
- the remaining property is distributed among shareholders.

2. Forced liquidation of a company and liquidation of a company are similar in nature. In our case, the JSC ceases to exist after the court decision is made. In essence, the cessation of the structure’s activities in a general economic format is the will of the market. Reasons for liquidation of a joint stock company may be as follows:

Carrying out activities by the JSC that are not specified in the license or for which there is no appropriate permit;
- violation of laws when performing work;
- performing activities that are prohibited by law;
- violations during registration and their identification by the court. In this case, the latter must recognize the invalidity of all registration documents;
- bankruptcy of a joint-stock company, which is also recognized in court.

Advantages and disadvantages of a joint stock company

Among the positive features of the joint-stock company are:

The fact of combining capital is not limited to any limits. A JSC can have any number of investors (even small ones). This feature allows you to quickly raise funds to implement your plans;

When purchasing a certain number of shares, the future shareholder himself makes a decision on the level of risk that he assumes. At the same time, his risk will be limited solely by the amount of investment. In the event of bankruptcy of a joint-stock company, the holder of securities can lose only that part of the funds that no more than invested;

Sustainability. As a rule, joint stock companies are stable formations. If one of the shareholders leaves the JSC, then the organization continues its activities;

Professional management. Capital management is a function of professional managers, not of each shareholder individually. Thus, you can be sure of a competent investment of capital;

Possibility of refund. Shares can be sold in whole or in part at any time;

Various types of profit. Income can be obtained in different ways - from receiving dividends, selling shares, lending securities, and so on;

Kudos. Today, joint stock companies are respected structures, and their members have high social and economic importance;

Availability of capital. JSC always has the opportunity to attract additional funds by issuing loans at favorable interest rates or issuing shares.

Disadvantages of a joint stock company:

A joint-stock company is an open structure, which obliges it to publish reports annually, disclose its profits, and so on. All this is additional information for competitors;

Possibility of reducing control over the flow of shares. Often the free sale of securities can lead to sudden changes in the composition of participants. As a result, control over the JSC may be lost;

Conflict of interest. When managing a company, managers and shareholders may have different views on the further development of the structure. The task of the former is to correctly redistribute income to preserve society, and the task of shareholders is to obtain the greatest profit.

Securing the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation.

A joint stock company may issue preferred (preferential) and common shares.

Preference shares, issued by a joint stock company, can be of different types, but shares of the same type must provide owners with the same amount of rights and have the same nominal value.

The privilege of the owners of these shares is a predetermined amount of dividend or a predetermined amount salvage value (these are funds paid upon liquidation of the company). When issuing preferred shares, both of these indicators can be established. Previously, the current legislation called the main right of owners of preferred shares the right to a fixed dividend.

Owners of preferred shares for which the dividend amount is not determined (in this case the liquidation value is necessarily fixed) have the right to receive dividends on an equal basis with owners of ordinary shares. Preferred shares can be classified, i.e. is divided into classes, usually designated A and B, with Class A shares taking precedence over Class B shares.

The General Meeting of Shareholders may decide not to pay dividends not only on ordinary shares, but also on preferred shares. Even if there is net profit, dividends on preferred shares, the amount of which is determined in the charter, may not be paid in full, but a decision on complete non-payment cannot be made.

In exchange for the above privileges, holders of preferred stock have limited voting rights. All owners of such shares have the right to vote only when deciding on the reorganization and liquidation of the company.

The law defines several possible types of preferred shares.

Preferred shares with a predetermined dividend provide for the determination of dividends in the form of a fixed sum of money, a percentage of the nominal value, or in the manner established by the charter of the joint-stock company. At the same time, the following varieties of this type of shares are distinguished.

Upon release cumulative preferred shares The issuer is obliged to set a period for accumulating dividends, i.e. the maximum period of time during which dividends on a given type of preferred shares may not be paid, accumulating for subsequent payment. During the accumulation period, the owner of this type of preferred shares, in case of partial or complete non-payment of dividends, does not acquire voting rights.

Upon expiration of the accumulation period, the general meeting must decide to pay the accumulated dividends in full. If this does not happen, then the holders of cumulative preferred shares acquire voting rights until all accumulated dividends are paid.

Unpaid dividend on non-cumulative preferred shares does not accumulate and is not subsequently paid. In return, the owners of these shares have the right to participate in the general meeting of shareholders with the right to vote on all issues on the agenda of the meeting, starting from the meeting following the annual general meeting of shareholders, at which no decision was made on the payment of dividends or a decision was made on incomplete payment of dividends these shares. However, the right to participate in the general meeting of shareholders terminates from the moment of the first payment of dividends on the specified shares in full.

Owners voting preference shares acquire the right to vote when deciding at the general meeting of shareholders issues on introducing amendments and additions to the company's charter that limit the rights of shareholders owning these shares. Such issues include increasing the size of the dividend, determining or increasing the liquidation value paid on preferred shares, as well as providing shareholders who own other types of preferred shares with advantages in the priority of dividend payment and (or) the liquidation value of shares.

There are also special types of preferred shares - convertible, with a floating rate, with an order, with payment in foreign currency and a number of others.

Convertible are preferred shares that can be exchanged for other (usually common) shares at a predetermined price at a given time. The terms of conversion are prepared during the preparation of the release. The conversion price is set with a slight (10-15%) excess over the market price of ordinary shares in order to avoid premature convertibility. If a preferred share is convertible into common stock, the holders of such shares may be granted multiple votes (multivoting shares), but this number must not exceed the number of common shares into which the preferred share can be converted. The law does not provide for restrictions on the cases in which such shares can vote.

Convertible preferred shares are issued either for those markets in which direct preferred shares are difficult to sell, or when a high level of dividend coverage is not available.

Preference shares with floating or variable rate provide for changes in dividend payments depending on the interest level. If the interest rate increases, then payments on it also increase and vice versa. Such shares are issued to the market when outright preferred stock is difficult to sell and the corporation refuses to convert the issue to convertible stock.

Preference shares with orders give their holder the right to buy a certain number of ordinary shares and thereby increase the liquidity of the issue. Sometimes corporations make the issuance of warrants subject to certain deadlines, which keeps holders of shares from selling until a certain date.

Income on most preferred shares is paid in local currency. However, payment in foreign currency is also possible. The main reason for issuing such shares is exchange rate fluctuations.

Preferred shares with right of withdrawal- these are shares that give the issuing corporation the right to buy them back from the owner after prior notice. The returnability of shares is convenient for corporations, but inconvenient for investors. In order to attract the attention of the latter to this type of shares, a small premium is usually provided over the amount that “stands” behind them in the fixed capital. This premium is a kind of compensation for a possible repurchase of shares. Usually the ransom is notified 30 days in advance.

Are becoming increasingly important preference shares with the right to participate . They give the owner the right to participate in profits (receiving additional dividends beyond the usual ones established in the form of a fixed percentage on the invested capital). Such preferred shares become effectively common shares. As a rule, these ordinary shares are issued to a certain part of shareholders who own a corresponding share of the share capital.

The Company has the right to place several types of preferred shares. Moreover, the par value of the placed preferred shares should not exceed 25% of the authorized capital of the company. This norm has been in effect only since December 8, 1994 (from the moment Chapter 4 of the Civil Code of the Russian Federation came into force); companies that registered the conditions for issuing PAs before the specified date can issue all provided preferred shares. Even if their volume exceeds 25% of the authorized capital, the Civil Code of the Russian Federation does not provide for the cancellation or conversion of the above-mentioned shares into ordinary shares, however, such a procedure can be carried out by decision of the meeting of shareholders.

Ordinary (simple) share gives the right to vote at the meeting of shareholders and the amount of income received from it (dividend) directly depends on the results of the company’s work for the year and is not guaranteed by anything else. Accordingly, the size of the dividend on both shares is not known in advance, and it is determined by the management bodies of the company.

In practice, higher dividends are usually paid on common shares, since an increase in corporate profits does not, as a rule, affect the amount of dividends on preferred shares.

Stock dividends are paid in the form of either cash or additional issues of free shares. The source of payment is either profit (after interest payments, contributions to funds related to borrowed capital, taxes, payments to other corporations participating in the share capital of this company), or reserve capital (if there is no profit, and the corporation considers it necessary to pay dividends) . The frequency of dividend payments is once a year, six months, quarterly. Most legislation in developed market economies states that dividend payments on shares are part of taxable income.

Based on the nature of their functioning on the securities market, shares are divided into personal and bearer.

Personalized promotion is issued in the name of a specific owner, and information about the owner is registered in the accounting book of the joint-stock company. In this case, only the owner for whom there is a corresponding entry in the book, indicating the time and number of shares acquired, is recognized as a shareholder. The undoubted advantage of registered shares is the constant ability to control the process of movement of share capital and the concentration of securities in the hands of individual shareholders. At the same time, registered shares have low liquidity on the secondary securities market, since their re-registration in the name of a new owner greatly complicates the process of their circulation.

Bearer shares allow free purchase and sale on the secondary market without the need to register a new owner anywhere. Because of this, they are freely traded on the stock market.

By the nature of circulation on the stock market, we should highlight, first of all, shares outstanding, those. those shares of the issuer that are constantly in circulation on the stock market and portfolio shares, those. shares held by the corporation that issued them.

The importance of portfolio shares for a joint stock company is quite large. Their functional purpose is:

a) ownership of a controlling stake in the company;

b) regulation of the price of shares through their issue (withdrawal) on the stock market;

c) increasing the opportunities for exporting capital when establishing branches, subsidiaries and joint ventures outside the country where the company is registered;

d) regulation of the tax rate on corporate profits. The highest management bodies of a joint stock company determine the number of “portfolio shares” depending on their investment policy and the specific situation on the market.

Among the shares issued by the issuer, special mention should be made subscription shares, those. shares for which placement guarantees have been given. These shares may include either fully or partially paid shares. This type of shares is directly related to the primary securities market and serves as the most important characteristic of the prospectus submitted by the issuer for the initial offering.

According to the nature of circulation on the stock exchange, there are registered And unregistered stock. The first include shares that are listed and quoted (i.e. admitted to circulation) on the stock exchange. Unregistered shares are outside the exchange turnover; they are bought and sold without going through the exchange.

Particularly significant in exchange turnover are active shares that are constantly bought and sold on the stock exchange in significant quantities. Among them, shares that are used to determine stock indices are important. These shares, which are indicators of market conditions, are called stock barometer.

There is a close relationship between dividend dynamics and stock prices. The rating of the joint-stock corporation and investors will be higher, the more resistant the dividend dynamics is to growth, even if very insignificant, but constant. It is this consistency of dividend growth that determines the stability of the exchange rate. Therefore, often, even in the absence of profit (or in an insignificant amount), dividends are paid to shareholders and even on an increasing scale compared to the previous period.

As soon as the annual dividend growth stops, or, worse, goes down, the stock price plummets. Moreover, the “speed” of changes in stock prices on the market, as a rule, outpaces the “speed” of changes in the amount of dividends paid, both in one direction and the other. Hence, the shareholder's income consists of two components and therefore we speak of the total return of a particular share.

These components are:

1) dividend per share;

2) change in the market value of the stock.

In addition, the position of a share of a certain joint stock company on the stock market is also judged by the following indicators: a) the ratio of the market value of the share to the net profit per share; b) dividend per share; C) net earnings per share. All components of these indicators must be published at the end of the financial year and communicated to shareholders.

Special reference books are a special source of information about joint stock companies in countries with developed market economies. Note that such directories were also published in Russia for all joint-stock companies until 1917. In these directories, publicly traded corporations are grouped by industry. Within industry areas, they are distributed into several groups depending on their size or other characteristics.

Financial positions are assessed using indicators, which, in turn, are reduced to four main types:

1) liquidity indicators, which allow us to assess the corporation’s ability to repay debts as they fall due, as well as its solvency when paying suppliers;

2) turnover indicators, which are a measure of the quality of the company’s capital and characterize the “speed” of capital turnover at its enterprises and the availability of available funds;

3) indicators of raising funds that characterize the company’s debt, its financial dependence on obtaining loans and issuing bond issues;

4) profitability indicators, which reflect the dynamics of rates of return, profitability of financial transactions and investments, as well as profit growth.

Instructions

The issuer must make a decision to issue securities - shares enterprises. This is a separate document that records the property rights that the issuer pledges to each share. This document must be adopted when establishing a given joint stock company, changing its authorized capital by additionally issuing shares or changing their par value. The decision is also made when converting some securities into others, consolidating or splitting securities, as well as in the case. The decision must be approved by the board of directors no later than six months after its adoption.

The next stage is state registration of shares. It consists of registering the decision approved by the board of directors on the issue of shares, the issue prospectus (if necessary) and the securities themselves. The period within which you must provide the listed documents for registration is established by law. A joint stock company is required to register stock no later than 1 month from the date of its legal registration. The decision on state registration is made within 30 days after submitting documents to the registration authority.

Place stock. Only those securities that have passed state registration are accepted for placement. In the case of placement of subscription or conversion into other securities, carry out it within the period specified in the decision on the issue of shares. It should not exceed 1 year from the date of state registration of shares.

After the placement of shares is completed, submit a report on the results of the securities issue. The placement is considered completed upon expiration of the designated period, after 1 year has passed from the date of state registration or from the date of the last transaction. Submit the report to the Federal Service for Financial Markets (FSFM) of the Russian Federation within 30 days after the final date of placement. The deadline for registering a report with the Federal Financial Markets Service of the Russian Federation is two weeks.

After receiving a registered report on the results of the issue of securities that were placed by subscription, make changes to the charter of the joint-stock company that are associated with an increase in the authorized capital by the par value of those shares that were actually additionally placed. Changes to the charter are also made when the number of outstanding shares of the corresponding type increases or decreases. The basis for amending the Charter is the decision to increase the authorized capital and the report on the results of the issue of securities registered with the Federal Financial Markets Service of the Russian Federation.

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who issues shares

Stocks in the modern sense came to Russian reality in the 80s of the last century. This is a mechanism of a market economy that allows individuals to participate in the management of enterprises of almost all forms of ownership.

Instructions

In essence, shares are designed to attract private capital into the turnover of enterprises, therefore, when companies need external funds or are in the stage of active development, they issue a certain number of shares. Thus, investments come into the company, which are subsequently returned to the investor who owns the shares in the form of dividends.

The payment of dividends is always deferred, so the issuing company (the one who issued the shares) has the opportunity to have free funds and operate them at its own discretion. Often dividends significantly exceed the amount of investment, and then they say that the shares have risen in price, it happens, and that the dividends are negligible, in which case the investment pays off over a long time.

An increase in the value of shares can also be artificial; companies benefit when their “share” is expensive, however, without real confirmation of the price of a financial document, there is a risk of “drawdown”, i.e. a situation arises when shareholders do not have “money” in their hands, but just paper.

In order to begin or resume issuing shares, the company must notify the Federal Service for Financial Markets. The service controls the entire process and even the bidding, although, in fact, it has no right to interfere. The same service calculates the possible number of shares, their type, cost and compliance with share capital.

A joint stock company cannot place (“throw out”) shares on the market on its own. Therefore, he uses the services of an intermediary - an underwriter, this can be a bank or an investment company. It happens that the intermediary significantly adjusts the price of a share, or may even buy out the entire portfolio of financial documents. Obviously, a certain amount of shares gives control over the enterprise, and therefore companies strive to split up stakes and eliminate the concentration of shares in one hand.

Shares can be issued more than once. Those. Having released securities onto the market, the company can issue a new portfolio and put it up for sale again. At the same time, the previous shares will not lose their strength and financial security (unless, of course, we are talking about fraud).

The beauty of this type of securities is that they last as long as the enterprise lives; the share loses its financial significance only when the issuing organization is liquidated. In addition, shares do not have a fixed income, so shareholders often become very rich people at the moment when the issuer begins to actively pay dividends.

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The procedure for issuing bonds is quite well formalized and includes several stages. First of all, it should be taken into account that the issue of bonds is permitted no earlier than the third year of the company’s existence, and a prerequisite is the approval of annual financial statements for two financial years.

You will need

- Civil Code of the Russian Federation;
- Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”;
- Standards for issuing securities and registering securities prospectuses.

Instructions

Start by developing a release concept. The concept should take into account the overall development strategy, the objectives of the issue, a detailed description of several options for the issue, as well as a plan for the transfer of bonds to secondary securities. The potential investor of securities is also of no small importance.

After developing the general concept of issuing bonds, make an informed decision on issuing bonds or on a justified refusal to issue (if, for example, the analysis shows that there is no benefit from this procedure). The issue of issuing and placing bonds falls within the competence of the board of directors (in a joint-stock company) or within the competence of the general meeting (in a limited liability company).

When making a positive decision on the issue of bonds, determine the number and denomination of securities; procedure and maturity of bonds; placement method (closed or open subscription); bond placement price and other conditions.

Determine the circle of people among whom you plan to place bonds, if we are talking about a closed subscription.

Determine the share of the bond issue, the impossibility of placement of which will allow the issue to be considered invalid (such a share cannot be less than 75% of the issue).

Prepare a list of property that bonds may be paid if payment is made not in cash, but by other means.

Approve the decision to issue bonds. Approval is made no later than six months from the date of the decision to place bonds. The decision is approved by the board of directors or a governing body that replaces it. The document containing the decision to issue must contain the date of signature and be sealed by the issuer.

Prepare a prospectus. In case of placing an open subscription, its state subscription is required. If a closed subscription is expected bonds among a circle of persons whose number exceeds 500, registration of the prospectus is also required. As a rule, the registration of the prospectus is carried out simultaneously with the registration of the bond issue.

Submit documents for state registration of the bond issue. This should be done no later than three months from the date of approval of the decision on the issue or no later than one month if the prospectus is also approved at the same time. The body carrying out registration makes a decision within a month from the date of receipt of the documents.

Upon receipt of a positive decision on registration, proceed with the placement of bonds. The placement is carried out within the time limits specified in the registered decision on the issue of bonds. The placement period cannot exceed one year from the date of registration.

At the end of the placement period, provide the registration authority with a report on the results of the issue. A month is allotted for this from the end of the placement period. The report must be approved by the executive body of the company (in accordance with the charter), as well as the chief accountant of the issuing company.

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Issue of bonds: issue procedure

An integral part of the financial system of any state is the securities market. Valuable paper are one of the main means of development and restoration of market economic methods, as they fix the ownership of capital. This right is divided into 2 types, on the one hand valuable paper play the role of property, on the other hand, they determine and fix the owner’s right in relation to the legal entity that issued paper. In any case, the right certified by securities may be transferred to another person.

In addition to shares, joint-stock companies can issue bonds. A bond loan is a form of issue of bonds by a joint-stock company on certain, pre-agreed legal conditions.

By issuing bond issues, the joint-stock company attracts borrowed capital into circulation.

The procedure and conditions for issuing bond issues are determined by the general meeting of shareholders. The issue of a bond issue is carried out by decision of the board of directors, unless otherwise provided by the charter of the joint-stock company.

The company has the right to issue bonded loans without a guarantee and with a guarantee. In the latter case, the amount of property to which bondholders have the rights of a pledgee or the obligations of a guarantor (guarantor) of a given bond loan is specified.

Bonded loans without a surety or guarantee from third parties can be issued no earlier than two years after the successful operation of the joint-stock company. The total amount of the bond issue should not exceed the amount of the authorized capital of the joint-stock company or the amount of security provided to the company by third parties.

A bond is a security that represents a debt obligation of a joint-stock company to pay the bond owner its face value or face value with interest on time. Bonds are issued after full payment of the authorized capital. Bondholders, unlike shareholders, are not owners of the joint-stock company, but become its creditors.

However, bondholders have certain advantages over shareholders. Payment of interest on bonds is made at least once a year, regardless of the amount of profit and financial condition of the company, i.e., before accrual and payment of dividends on shares. When a JSC is liquidated, bondholders have a priority right over shareholders to the company's assets.

The company has the right to issue bonds of three types; secured by a pledge of property, secured by third parties, and without security.

The Law on JSC and in accordance with the Civil Code of the Russian Federation provides for the possibility of issuing bonds in the absence of collateral no earlier than the third year of the JSC’s existence and subject to the approval of two annual balance sheets of the JSC by the time the bonds are issued.

Bonds, at the request of the owners, can be repaid ahead of schedule, but not earlier than the early repayment period stipulated in the decision to issue bonds.

Considering that shares and bonds are securities of a joint-stock company, it is possible to issue convertible bonds, which, by decision of the general meeting, under certain conditions, can be exchanged for

stock. However, bonds convertible into shares cannot be placed by the company if the number of declared shares is less than the number of shares of these types that these bonds have the right to purchase.

Despite the important role of bonds as an additional opportunity to raise funds to expand joint-stock activities, the circulation of bonds on the Russian securities market has not yet received proper development.

Bonds can be registered or bearer. Owners of registered bonds are registered by the company in a special register. In this regard, the owner of a registered bond is obliged to promptly notify the company of changes in the information included in the register. The details of a registered bond are the bond number, face value, interest rate and the name of the holder. If a registered bond is lost, the owner's rights are renewed for a fee.

Bearer bonds are called coupon bonds, since the holder of such a bond can receive interest upon presentation of the coupon sheet attached to the bond.

A joint stock company that issues bearer bonds does not keep records of their owners. Bearer bonds have the following details: name of the issuing company, total loan amount, conditions and procedure for interest payment. If a bearer bond is lost, the owner's rights are restored in court.

A bond certificate is a security that certifies the number and type of registered bonds owned by the owner. If the certificate indicates the right to own one bond, it may be called a bond. In case of sale of registered bonds, the new owner is issued a new certificate with the redemption of the previously issued certificate.

The bond certificate has the following details: name of the security; name and location of the joint-stock company; date of issue and total amount of the bond issue, series of bonds and related rights; maturity date of the bond loan; par value of one bond; the number and numbers of bonds, the ownership of which is certified by the certificate, and their total nominal value; name and details of persons providing loan security - when issuing a loan secured by third parties; the amount and procedure for calculating interest on bonds and the procedure for their payment; signatures of two responsible persons of the company; seal of the society.

Interest on bonds is paid in preference to dividends on shares. Interest is calculated in relation to the nominal value of the bonds, regardless of their market value. During the initial placement of bonds in the first year of operation of a joint-stock company, interest is paid in proportion to the time of actual circulation of the bond (unless otherwise provided by the terms of issue). Interest on bonds is fixed or varies slightly depending on the period of their circulation and loan repayment.

Interest is paid from the net profit of the joint-stock company (before payment of dividends on shares), and if there is a shortage, from the reserve fund. Interest is paid directly by the company that issued the loan, or by an agent bank, or by a financial intermediary, less applicable taxes. Payment of interest on bonds is usually made by non-cash means: using checks, payment orders, postal or telegraphic transfers.

The terms of the loan issue may provide for payment of interest in the form of money, securities, goods and property or other rights that have a monetary value. When paying income on bonds, a note is made about the payment of interest by redeeming or cutting off the coupon (on bearer bonds). Interest is not paid if this is specified in the bond and its issue price is less than its face value.

Interest on bonds may be paid quarterly, semi-annually or annually. If a JSC refuses to pay interest when due, it may be declared insolvent and liquidated. The assets of the insolvent issuer may be used to pay interest on the bonds.

An example of determining the annual yield on a bond.

The registered bond has a par value of 100,000 rubles. The interest rate on bonds is set at 50% per annum.

The current annual income on the bond will be 50,000 rubles. 100000 x 50