Features of the formation of share capital. Share capital: structure, formation and management

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Joint Stockcapital and joint stock companies

Introduction

Socio-economic and political changes late 80s, early 90s in former USSR, led to the emergence of the private sector in the domestic economy. Organizational and legal forms of entrepreneurship - limited liability companies, additional liability companies, as well as business partnerships - are used primarily by small-sized enterprises. Large scales of production require other organizational and legal forms that make it possible to attract and use significantly larger capital. Joint-stock companies have this opportunity. Therefore, their revival, and they existed in Russia until the end of the 20s, became objectively necessary for the development of new economic practices.

Privatization was carried out as a strategic transformation, through which supposedly “nobody’s” and therefore ineffective property should have been transferred to efficient and effective owners, and they, in turn, having acquired a “sense of ownership,” should have raised the efficiency of its use at least a step higher.

Since the main method of privatization was corporatization, consideration of the joint-stock form of ownership and its legal basis are relevant areas in our time.

This topic is also relevant, since the development of joint-stock companies and share capital, in general, is one of the conditions for the further development of the economy and well-being of our country. It should also be noted that there is still no complete clarity regarding the formation, management and distribution of property of a joint-stock company.

Research of theoretical and practical problems E.V. devoted their work to the denationalization and privatization (transition from state to non-state forms of ownership) of most enterprises, as well as the formation of joint-stock companies. Krasnikova, S. Glazyev, N. Sychev, V. Andreff, V.N. Ivanov, Yu.A. Kochervin et al.

If the general problems of property privatization were considered quite widely in the works of foreign and domestic authors, then the issues of corporatization of farms were studied to a much lesser extent, mainly in the works of I. Iwasaki, T. Dolgopyatov, L.A. Bekbotova. There are virtually no theoretical and economic studies on the formation of joint stock companies, and there is no clear distinction between the old and new business models.

This work is divided into three parts. In the first part, we will consider the history of the emergence of joint stock capital and the main points of organizing joint-stock companies. The second part is devoted to perhaps one of the most important problems of this form of ownership - “corporate control”: the basic principles of management and distribution of profits between shareholders. In the third part, the main stages of the formation of joint-stock companies in Russia and foreign countries are considered: privatization and its consequences, problems and results of the development of joint-stock companies.

The purpose of the course work is to determine the role of joint stock companies in modern economy and identifying their essence.

Objectives of the course work: highlight the prerequisites for the emergence of joint stock companies; describe the methods of creation, structure, classification, forms of management of a joint stock company; trace the evolution of joint stock companies.

1. The emergence and essence of joint stock capital and joint stock companies

1.1 Prerequisites for the origin of share capital

Joint stock companies have not existed throughout human history or since the beginning of the commodity economy. They are the result of a very high level of development of commodity-money relations.

Main historical background the emergence of joint stock companies are:

The development of large-scale production based on the achievements of scientific and technological progress, the transformation of all main types human activity in full social process, V joint activities many people;

The development of capitalist relations, which leads to the transformation of all goods and amounts of money into forms of existence of capital, or into assets, the purpose of which is to produce any forms of income for their owners;

The emergence of organizational possibilities for combining many private capitals into a single and indivisible total capital;

The emergence of a securities market in the form of a bill market and a government bond market.

The formation of joint stock companies is the result of centuries-old development of entrepreneurship. As the scale of production activity grew and trade expanded, an objective need arose both for more and more capital and for the presence of perfect forms of their organization.

Collective forms of labor organization have been known since time immemorial. Since ancient times, people have realized that it is better to do difficult and labor-intensive types of work together. However, such associations were short-term in nature, aimed at solving a specific problem, and the participants were often not bound by property and financial obligations either in relation to each other or in relations with third parties. In these forms of association, personal labor principles prevailed.

Only in the presence of commodity-money relations do collective forms of labor organization take the form of unification not of labor itself, but of the form of unification of goods, money, property rights, which in its development leads to the development of capitalist relations, and the pooled resources are transformed into capital.

1.2 Essenceand ways to createjoint stock companies

The essence of joint stock companies was initially formulated as a certain development of associations of persons. The latter, in turn, go back to the agreement on joint activities.

The most complete definition of a joint stock company was given by G.F. Shershenevich in his work “Course of Trade Law”: “A joint stock company is a union of persons based on an agreement for the purpose of joint production of a trade business with the help of capital divided into equal shares, within which the liability of each participant is limited.” On the question of whether a joint-stock company is a union of individuals or a union of capitals, the opinions of scientists are divided. So, G.F. Shershenevich considered a joint-stock company to be a combination of persons, A.I. Kaminka - at the same time a union of persons and capital: “A joint stock company is not dead capital, but a union of persons who are representatives of this capital.”

Joint-stock companies are a common type of commercial organizations, therefore clear legal regulation of their activities is the basis for the effective functioning of both an individual organization and the state economy as a whole.

JSCs are formed purely voluntarily and on the basis of financial participation. Moreover, JSCs differ from other types of commercial corporations in that they are essentially the largest companies, both in terms of the number of participants and the financial, material, human and other resources that are at their disposal. This is the reason for the legislator’s special interest in JSC. The purpose of legal regulation is to provide participants with appropriate guarantees, protection and security.

Many researchers combine a lot of regulations governing relations arising from the creation, operation and termination of joint stock companies under the name of shareholder law, which includes both “external” regulatory documents (legislation) and internal, corporate ones. Russian company law was formed over a fairly short period of time (less than two decades), but it represents a significant layer of civil law acts.

The hierarchy of normative acts is headed by the Constitution of the Russian Federation. The basic law of the country guarantees citizens the right to association (Article 30), the right to private property (Article 35), the right to appeal against the actions (inaction) of authorities state power, local government bodies and officials (Article 46). In practice, as M.G. correctly notes. Iontsev, this right is successfully implemented when there are unreasonable refusals to state registration joint stock companies, issues of securities. Of course, they cannot be called specific rights that have a direct and exclusive impact on the possibility of creating and operating a joint-stock company, but these norms of the Constitution guarantee the general rights of a citizen to engage in commercial activities in compliance with the law and the protection of his interests.

Next, chapter 4 Civil Code The Russian Federation (“Legal entities”), as regards joint-stock companies, denotes the main features and legal basis for the creation and activities of joint-stock companies with reference to the special law on joint-stock companies. This law, as well as other federal laws, are the main elements of the legislation on joint stock companies.

Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies”. The provisions of the Law determine the procedure for creation, reorganization, liquidation, the legal status of joint-stock companies, the rights and obligations of their shareholders, and also ensures the protection of the rights and interests of shareholders. The law applies to all joint stock companies created or being created on the territory of the Russian Federation.

A special law regulates the issue of shares and other securities of the company:

2. Managing a modern corporation

2.1 Concept and types of joint stock company

Civil Code of the Russian Federation in Art. 96 (clause 1), defines a joint stock company as a company authorized capital which is divided into certain number shares Echoing the above, Art. 2 of the Law provides us with a slightly clarified definition, according to which a joint-stock company is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company's participants (shareholders) in relation to the company. In essence, these definitions are completely identical, since the indication that a JSC is a commercial organization is directly contained in Art. 50 of the Civil Code of the Russian Federation, which once again indicates that the legislative framework for the activities of joint-stock companies is formed and developed quite clearly and there are no disagreements between acts in matters of basic concepts and categories.

The legal definition given in the Law allows us to highlight the main distinctive features of a joint stock company as an organizational and legal form of a legal entity, distinguishing it from other types of business companies.

Among these signs, the basic one is that the authorized capital of the company is divided into a certain number of shares. A joint stock company is essentially an association of capital; contributions are expressed in the acquisition of securities - shares, which give the owner certain rights to participate in the company and the value of which exhausts the property obligations of the company's participants; Essentially, the value of a share determines the limits of the shareholder's entrepreneurial risk.

A share is an issue-grade security that secures 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 share is a registered security. Each share is associated with a set of obligations of the company to the shareholder. These obligations of the company in practice are transformed into completely specific rights of the shareholder, the observance of which he has the right to demand from the company represented by its management bodies.

The division of the authorized capital of a company into a certain number of shares, the owners of which are shareholders, does not mean that these shareholders are the owners of the corresponding parts of its property. According to paragraph 1 of Art. 66 of the Civil Code of the Russian Federation, property created through the contributions of founders (participants), as well as produced and acquired by the company in the course of its activities, belongs to it as property. In turn, shareholders own shares - securities that do not have a proprietary nature, although they give them certain rights. This means that the shareholder does not have the right to demand that the company return its shares to the company and return the money paid for them or other compensation. A shareholder may donate or bequeath his shares in accordance with the procedure established by law. Such a limitation on a shareholder’s ability to withdraw from its membership has a very significant impact on the company. great importance: the stability of the authorized capital - the financial basis of the company is guaranteed when there is a change of shareholders.

Joint stock company as entity characterized by the following features:

JSC is an association of capital. The basis for creating a company is the combination of assets belonging to the founders.

According to the order of formation of the property base, a joint-stock company is classified as a corporation, since the property of the participants is pooled for the purpose of subsequent business activities.

A joint stock company can be created and operate under any form of ownership: state, municipal, private, while the property of the company itself is certainly private. Of course, joint-stock companies also operate within a mixed form of ownership.

According to the organizational and legal form, as already mentioned, joint-stock companies are classified as business entities.

The joint stock company carries out everything civil rights and bears the responsibilities necessary to carry out any activity not prohibited by federal law. Therefore, the legal capacity of a joint-stock company can be limited only by mandatory provisions of the law.

There are two types of joint stock companies: open (OJSC) and closed (CJSC). “Openness” or “closedness” does not determine the specificity of the organizational and legal form of an organization, but only classifies a particular society as a certain type of the same organizational and legal form - a joint stock company, which must be reflected in the charter and company name of the company. That is, the division by type is exclusively an internal division. Closed and open joint-stock companies have a number of characterizing features. (Annex 1)

JSC, the founder of which is the Russian Federation, or a subject of the Russian Federation, or municipality(except for those created in the process of privatization of state and municipal enterprises) can only be open.

Some researchers consider the type of closed joint-stock company not entirely justified for the creation and participation in economic turnover, and moreover, contrary to the legal essence of the joint-stock company: having in normal circulation an open joint-stock company capable of attracting an indefinite circle of people into its ranks, due to the free circulation of shares , the need for a closed system is not clear, since the essence of a joint stock company is to attract investors, and not to distribute shares among a limited number of its shareholders.

Changing the type of JSC is not its reorganization. A closed society can always be transformed into an open one; reverse transformation is possible only in a limited number of cases.

2.2 Governance and corporate control

The Russian legal system for managing a joint stock company has developed on the basis of Western legislation. Corporate governance is a method of self-government chosen by shareholders, based on a set of organizational, legal and economic measures.

In accordance with the law, the following management bodies may be created in a joint stock company:

General Meeting of Shareholders;

Board of Directors (supervisory board);

Sole executive body ( CEO);

Collegial executive body (executive directorate, board);

Audit Commission (auditor).

Depending on the combination of the listed possible management bodies of a joint-stock company, one or another specific structure of its management may be formed.

Choosing a management structure is an important stage when creating a joint-stock company. Her right choice allows you to reduce the possibility conflict situations between management and shareholders, between groups of shareholders, increase efficiency management decisions. At the same time, the founders of a joint-stock company have some advantage over other shareholders. By choosing the “right” management structure, they can bring the level of their own rights closer to the level of their own interests. At the same time, any chosen management structure of a joint-stock company is not “eternal” and can be changed by shareholders. The main thing is that the management of a joint-stock company must correspond to its scale and the nature of the tasks being solved.

In practice, four options for managing a joint stock company, presented below, are usually used.

In all options for managing a joint stock company, it is mandatory to have two management bodies: the general meeting of shareholders and the sole executive body, as well as one controlling management body - the audit commission. Since the task of the audit commission is to control the financial and economic activities of the company, it is, as a rule, not considered as a direct management body of the joint-stock company. However, effective management cannot be ensured without a reliable control system.

The difference in management options for a joint stock company is manifested in a certain combination of individual and collegial management bodies.

A complete three-tier joint stock company management structure can be used in all joint stock companies. It is characterized by the fact that it allows strengthening shareholders’ control over the actions of the management of a joint-stock company.

In accordance with the Law “On Joint-Stock Companies,” members of the collegial executive body (board) cannot constitute more than one-fourth of the composition of the company’s board of directors.

A person performing the functions of the sole executive body cannot simultaneously be the chairman of the board of directors of the company.

In general, management in the person of the general director and the board cannot obtain a majority in the board of directors (supervisory board), which increases the influence of this management body.

For credit institutions created in the form of a joint stock company, this form of management is mandatory. In accordance with Art. 11.1 Federal Law No. 82-FZ “On Amendments and Additions to the Federal Law “On Banks and Banking Activities” the governing bodies of a credit organization are the general meeting of founders, the board of directors, the sole executive body and the collegial executive body.

This form of organizing the management of a joint stock company is most preferable for large joint stock companies with a large number shareholders.

The abbreviated three-stage management structure of a joint stock company, like the first structure, can be used in any joint stock company. It does not provide for the creation of a collegial executive body and, accordingly, does not establish any restrictions on the participation of company managers in the board of directors. It provides only for the position of the general director, whose influence both on the management of the company and on the board of directors increases, since he essentially single-handedly carries out the current management of the joint-stock company.

This form is the most common management structure of a joint stock company, since it allows for an optimal balance between control and executive management bodies.

If the charter of a joint stock company places the formation of executive bodies within the competence of the board of directors, then the board of directors and its chairman have the opportunity to exercise strict control over the executive bodies of the company. This option is more preferable for large shareholders who own a controlling stake, since it allows, without directly participating in current affairs, exercise reliable control over the executive bodies of the company.

This management structure is used in closed joint-stock companies with significant turnover and assets.

The abbreviated two-stage management structure of a joint stock company can be used, like the previous one, only in joint stock companies with the number of shareholders of less than 50. It is typical for small joint stock companies, in which a typical situation is the situation when the general director is also the main shareholder of the company, so it is chosen the simplest management structure.

2.3 Share capital. Formieformation and distribution of profits

Participation of shareholders in the capital of a joint-stock company is expressed in the ownership of shares. They give the owners the right to receive income and... as a rule, to formally participate in the management of the JSC’s affairs.

A share is a certificate (security) of the investment of a certain share in the capital of a joint-stock company, giving its owner the right to receive part of the profit of this company in the form of a dividend. Shares serve as items of purchase and sale. They are traded on the securities market.

The amount of money indicated on a share is called the par value of the share. Price. The price at which a share is sold in the market is called the share price.

Shares are purchased to generate income from them. Therefore, the price of shares is directly dependent on the dividend they bring. At the same time, the stock price is at inverse relationship from the level of loan interest. The lower the interest rate, the higher the stock price. Capital can be lent out, or it can be used to buy shares. Therefore, an entrepreneur always compares dividends with interest.

The formation of the stock price is associated with the so-called capitalization of income. Any regularly received income from the ownership of securities can be considered as interest on some capital. In reality, the latter may not exist.

The stock price is the capitalized dividend. It is equal to the amount of money capital that, when loaned, gives income (interest) equal to the dividend received on the stock. Share price:

KA = D / SP * 100,

Where D is the dividend amount; SP - loan interest rate.

The stock price also depends on the supply of shares and the demand for them. Therefore, stock prices are subject to sharp fluctuations due to fluctuations in their supply and demand. There is great demand for shares in anticipation of a future increase in the profits of joint-stock enterprises. As a result, stock prices may rise more than earnings and dividends. Thus, shares on the securities market have two prices:

1. nominal, or price indicated on them;

2. exchange rate, or the price that is formed on the stock exchange.

Joint-stock companies are widely used by financial magnates to establish control over other people's capital. This is achieved through a controlling stake. A controlling stake is the number of shares that provides an absolute majority of votes in a joint stock company. In theory, the controlling interest should be 50% of all issued shares plus one share.

Based on the nature of the order, there are two types of shares:

1. registered shares (issued in large denominations);

2. bearer shares (issued in small and sometimes very small denominations).

Based on the amount of income generated, two types of shares are also distinguished:

1. ordinary shares. They pay dividends depending on the profit of the joint-stock company in a given year;

2. preferred shares. They pay a fixed percentage regardless of the company's current profit.

In addition to shares, there are other types of securities. Securities are documents expressing ownership or a borrowing relationship. The main types of securities are: 1) shares, 2) bonds, 3) bills, 4) mortgage notes - issued by mortgage banks secured by land, houses and other real estate.

The issue of securities is one of the most important operations of financial capital. It is used by joint stock companies to extract maximum profits. For example, huge founding profits are appropriated from the issue of securities when organizing new joint stock companies.

Founding profit is the profit that is appropriated by the founders of joint-stock companies in the form of the difference between the amount of money received from the sale of issued shares and the cost of the capital actually invested by them in the joint-stock company.

The amount of capital invested in shares and bonds of enterprises and government loans is several times higher than the amount of actual capital that is in production, trade, and in the banking system. Fictitious capital does not give the right to directly dispose of real capital. Fictitious capital increases much faster than real capital. This is due to a number of reasons:

1. the average rate of loan interest decreases, which leads to an increase in securities prices regardless of the increase in actual capital;

2. everything large quantity individual enterprises are transformed into joint-stock enterprises. This means issuing new shares and increasing fictitious capital without increasing real capital;

3. the growth of government debt leads to an increase in fictitious capital, which does not reflect the accumulation of real capital.

Fictitious capital has a large amplitude of variability, expansion and contraction. During the period of industrial growth, fictitious capital swells; during a crisis, its volume decreases. The excessive sensitivity and elasticity of the loan capital market created by fictitious capital contributes to the expansion of the boundaries of entrepreneurship.

The faster swelling of fictitious capital compared to the growth of real capital is temporary. The contradiction that exists here finds manifestation and resolution in periodic falls in stock prices and stock exchange crashes. Fictitious capital is the most important instrument for the centralization of money capital and a means of control of the financial oligarchy over groups of corporations.

3. Stages of formation and the role of joint stock companies in the modern economy

3.1 Stages of development of joint stock companies

The history of the origin and development of joint stock companies is very interesting: the emergence of joint stock companies was a consequence of the need for a huge concentration of capital for, first of all, trade with distant colonies and countries. This need arose during the Age of Discovery (from the end of the 15th century).

During the 13th and 14th centuries, the so-called communitates, societates or colonnae received special development, based on the fact that some individuals gave their money or goods to the captain of a ship setting sail, as a result of which a common fund (columna comunuis) was formed, the shares of the participants were alienable and had a market price. But there was still no concept of “share” and the property liability of members could exceed the amount of the contribution made.

The first joint-stock company is usually called the Genoese Bank, founded in 1345 (according to other sources - in 1371). The bank's capital was divided into 20,400 equal shares, which were alienable; Its management was elective, its bodies were the general meeting and the board. Paterson's Bank of England was established in 1694 on the model of the Bank of Genoa.

The development of the joint stock business followed in Holland. In 1595 (according to other sources - in 1602) the Dutch East India Company was established, after which a number of joint-stock companies were established, among which the Dutch West India Company stood out. The largest and oldest Dutch joint-stock companies also include the Suriname, Northern and Levan companies. The Amsterdam Stock Exchange in the 17th century had the same importance as the world's largest stock exchanges today.

Beyond Holland, in chronological order, follows England. Joint stock companies appear there in late XVI century, and one of the first was the famous English East India Company (established in 1609, according to other sources - in 1613).

The establishment of the English East India Company was preceded by the creation of the Anglo-Hamburg Trading Company, which was the oldest of all English trading companies. In 1566, the Anglo-Russian Trading Company was formed. But they cannot be considered joint-stock companies, since they had the nature of partnerships: shareholders were elected and could be excluded by resolution of the general meeting. Recognition of joint stock companies by law followed with a great delay. Joint stock companies were established each time by a special law: by royal decree, parliamentary act, as a privilege of an enterprise that was especially patronized by the government. Joint-stock companies received legislative recognition for the first time in France. The Code de commerce (Commercial Code of 1810) represents the first attempt to formulate rules concerning joint stock companies.

The entire initial period of formation and development of the joint-stock business in Europe was characterized by periodic mass bankruptcies, which were the result of the excitement around joint-stock companies. The Dutch East India and West India companies went bankrupt quite quickly; the 30s of the 17th century were marked by numerous bankruptcies in Holland. In the 20s XVIII century Speculation in shares in England reached alarming proportions. In 1734, the John Bernards Act was passed, which prohibited speculation in shares and securities. The English Parliament subsequently adopted a number of acts that were supposed to bring order to the process of formation of joint-stock companies, among them the Robert Pill Act - July 14, 1841 - stands out (the ban on the establishment of joint-stock banks consisting of more than 6 members, introduces a concession system, joint liability).

In 1811, the state of New York adopted the first general law on business corporations in US history, which for the first time established a personal procedure for the formation of companies, and also established a minimum number of founders. By 1837, the state of Connecticut introduced an even more liberal corporation law for businessmen. Beginning with the Louisiana Constitution of 1835, many states began to include special provisions in their constitutions that completely or partially prohibit corporations by permit.

In the Russian Empire, the development of the joint-stock business proceeded with a significant lag behind the advanced European countries. An attempt to introduce joint-stock companies on Russian soil for the first time was made by Peter the Great immediately upon his arrival from his first trip to Europe in 1699. But this decree did not lead to the formation of joint stock companies.

In 1794, the famous Russian-American Company was created. It was formed from private fishing societies that appeared after the discovery of the Aleutian Islands and the northwestern coast of America in 1741. By decree of July 8, 1799, this company was accepted under the Highest patronage. From 1822 to 1855, no more than 81 joint-stock companies arose in Russia. According to official data, in 1876 there were 550 joint-stock companies in Russia.

3.2 The role of joint stock companies in the modern economy

A joint stock company is directly related to the process of capital accumulation both on the scale of the national economy of a single country and on a global scale. The process of capital accumulation is a constant expansion of the resource base for the reproduction of profit, which is the main incentive for entrepreneurial activity. Resources that provide any manufacturing process, are represented by human labor, material, including natural, values, money in all their forms and manifestations; ensuring the exchange and movement of both the resources themselves and the products of production. Production depends on consumption, just as consumption adapts to constant updating produced material assets. Production, like the consumption of resources, grows along with humanity, therefore the process of capital accumulation is a constant objective process, integral to the evolution of humanity.

The accumulation of capital as the accumulation of resources for production and reproduction of profit requires appropriate organizational forms that, if necessary, allow the maximum amount of available resources to be involved in the production process. A joint stock company appears at that stage of development of reproduction when the potential of the technical revolution and democratic freedoms make it necessary to accumulate adequate monetary capital, ensuring the uninterrupted movement and unification of labor and production machines, mechanisms and technologies.

From an economic point of view, a joint stock company is an instrument for the accumulation and concentration of monetary capital by combining the funds of its disparate owners.

Conclusion

So, let's summarize all of the above.

A joint stock company is an organization created on the basis of voluntary disclosure of legal and individuals(including foreign ones) who pooled their funds by issuing shares, and with the goal of meeting public needs and making a profit.

The joint stock form allows you to attract the capital of many people into one enterprise, even those who themselves cannot, for any reason, engage in entrepreneurial activity. In addition, limiting liability to the amount of the contribution made makes it possible to invest in very promising, but also high-risk projects, significantly accelerating the implementation of scientific and technological progress. However, for all its advantages, it has some disadvantages: complex registration of an enterprise, the “principal-agent” problem, double taxation. But still, joint stock companies have much greater potential for development than other forms of ownership.

Joint stock companies provide an excellent opportunity for employees of this enterprise participate in its management, which increases their personal interest in its prosperity. However, the successful operation of a joint stock company depends on an effective management system and no less effective control over the activities of executive bodies. Here it is very important not to make a mistake with the choice of management structure and the manager himself. Therefore, another important factor is reliable information, which is most often hidden. This is where the “principal-agent” problem arises, when the manager acts guided by his own interests.

The success of a company depends not so much on the generation of profits, but on its distribution. Correct dividend policy is the key to success.

Throughout the existence of share capital, its history has had stages of “rise and fall”, “stagnation and revival”, but now we can say with confidence that this form of ownership has a great future. Already now it has a large legislative base, of course it is not ideal, it has shortcomings, but this is a matter of time. It is no secret that where there is an opportunity to make a profit, there is also capital, including share capital. It is necessary to attract investors not only in the mining sector natural resources, but also to production in general.

And in the end, we emphasize that ensuring the successful and profitable operation of joint-stock companies and the welfare of shareholders depends, first of all, on the activity of everyone - both the owners of shares (their representatives) and managers.

List of sources

1. Iontsev M.G., Joint-stock companies: Legal principles. Property relations. Management and control. Protecting the rights of shareholders - 2nd ed., revised. and additional - M.: “Os-89”, 2003

2. Levita R.Ya., Evolution of the category “property” in economic theory - economics and mathematical methods, volume 38, no. 3, 2002.

3. Political economy: Textbook for universities / Medvedev V.A., Abalkin L.I., Ozherelev O.I. and others - M.: Politizdat, 1990

4. Rutgaiser V.M. Privatization of the Soviet economy. - M.: Knowledge, 1991. 64 p.

5. Saprykin S.Yu., Vasilyeva V.V., Joint-stock companies. OJSC and CJSC. From creation to liquidation. - M. GrossMedia, 2007

6. Shishkin A.F., Economic theory: Tutorial for universities. 2nd ed.: In 2 books. Book 1. - M.: Humanit. ed. VLADOS center, 1996. - 656 p.

7. Shishkin A.F., Economic theory: Textbook for universities. 2nd ed.: In 2 books. Book 2. - M.: Humanit. ed. VLADOS center, 1996.-352 p.

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A joint stock company is a commercial organization, and its main goal is: systematically making a profit, which is formed from the company’s income after covering all its expenses.

The effectiveness of an enterprise's profit management policy is determined not only by the results of its formation, but also by the nature of its distribution. Ideally, the enterprise should have a certain profit distribution policy that determines the direction of its use in accordance with the goals and objectives of the enterprise.

The proportions of profit distribution determine the pace of implementation of the enterprise's strategy, are the main tool for influencing the growth of its market value, and the most important indicator of investment attractiveness. At the same time, profit distribution is one of the effective forms of influencing the labor activity of enterprise personnel and providing additional social protection for workers. The nature of the distribution of profits affects the level of current solvency of the enterprise.

The basis for the distribution of profits is the dividend policy, the formation of which is one of the most difficult tasks of enterprise management: it is necessary to take into account the opposing motivations of the owners of the enterprise (shareholders, investors) - obtaining high current income or a significant increase in their size in the long-term forecasted period of time, taking into account all possibilities.

Therefore, the main goal of the profit distribution policy, taking into account the enterprise strategy, is to optimize the proportions between the capitalized part of the profit and the consumed part of the profit.

The priority of taking into account the interests and mentality of the owners of the enterprise. The mentality of owners can be aimed at obtaining high current income or at ensuring high rates of growth of investment capital. And often it is he who determines the main proportion of profit distribution - between the consumed and capitalized parts. If owners (shareholders) need a constant flow of current income or do not accept the risks associated with a long wait for these income in the future period, they will insist on ensuring a high share of consumed profits in the process of its distribution. At the same time, if the owners do not need high current income and prefer even more high level of these incomes in the coming period due to the reinvestment of capital, the share of the capitalized part of the profit will increase. This proportion may change over time due to changes in the external and internal conditions of the enterprise.

The main form of income for a shareholder is a dividend, i.e. part of the company's profit distributed among shareholders in proportion to the number and type of shares they own.

In joint stock companies, profit distribution is carried out using a dividend policy. Dividend policy is part of profit distribution management. The term "dividend policy" is associated with the distribution of profits in joint stock companies. However, all the principles of profit distribution that we have named apply not only to joint-stock companies, but also to enterprises of any other form of activity. Only the terminology changes - instead of the terms share and dividend, the terms share, deposit and profit on deposit are used; the mechanism for paying income to owners remains the same. Distribution of profits in a joint stock company is its most complex option. In principle, in a broader interpretation, the term “dividend policy” can be understood as a mechanism for forming the share of profit paid to the owner in accordance with the share of his contribution to the total amount of the enterprise’s equity capital.

The practical use of these theories made it possible to develop three approaches to the formation of dividend policy - conservative, moderate (compromise) and aggressive. Each of these approaches corresponds to a certain type of dividend policy.

The residual dividend payment policy assumes that the dividend payment fund is formed after the need for the formation of its own financial resources, ensuring the full implementation of the enterprise’s investment opportunities, has been satisfied at the expense of profits. If for existing investment projects the level of internal rate of return exceeds the weighted average cost of capital, then the bulk of the profit should be directed to the implementation of such projects, since it will ensure a high growth rate of capital (deferred income) of the owners.

The policy of a stable amount of dividend payments involves paying a constant amount over a long period (at high rates of inflation, the amount of dividend payments is adjusted to the inflation index). The advantage of this policy is its reliability. It creates a feeling of confidence among shareholders in the unchanged size of current income, regardless of various circumstances, and determines the stability of share prices on the stock market. The disadvantage of this policy is its weak connection with the financial results of the enterprise, and therefore, during periods of unfavorable market conditions and low generated profits, investment activity can be reduced to zero. In order to avoid these negative consequences, a stable amount of dividend payments is usually set at a relatively low level, which classifies this type of dividend policy as conservative, minimizing the risk of reducing the financial stability of the enterprise due to insufficient growth rates of the joint-stock company's equity capital.

The policy of a stable minimum dividend with an increase in certain periods (or the “extra-dividend” policy), according to a very common opinion, is the most balanced type. Its advantage is the stable guaranteed payment of dividends in the minimum stipulated amount (as in the previous case) with a high connection with the financial results of the enterprise, which makes it possible to increase the size of dividends during favorable economic conditions without reducing the level of investment activity. This dividend policy has the greatest effect on enterprises with unstable profit levels. The main disadvantage of this policy is that with continued payment of minimum dividends, the investment attractiveness of the company's shares decreases and, accordingly, the market value of the shares of companies resorting to this policy falls.

The policy of a stable level of dividends provides for the establishment of a long-term standard ratio of dividend payments in relation to the amount of profit (or a standard for the distribution of profit into the consumed and capitalized parts of it). The advantages of this policy are ease of formation and close connection with the amount of profit generated. At the same time, its main disadvantage is the instability of the size of dividend payments per share, determined by the instability of the amount of generated profit. This instability causes sharp changes in the market value of shares in certain periods, which prevents the maximization of the market value of the enterprise in the process of implementing such a policy (it “signals” a high level of risk in the economic activity of this enterprise). Even with a high level of dividend payments, such a policy usually does not attract risk-averse investors (shareholders). Only mature companies with stable profits can afford to implement this type of dividend policy; if profit fluctuates significantly, this policy generates a high threat of bankruptcy.

The policy of constantly increasing the size of dividends (carried out under the motto “never reduce the annual dividend”) provides for a stable increase in the level of dividend payments per share. The increase in dividends when implementing such a policy occurs, as a rule, in a firmly established percentage increase compared to their size in the previous period. The advantage of such a policy is to ensure a high market value of the company's shares and the formation of a positive image among potential investors during additional issues. The disadvantage of this policy is the lack of flexibility in its implementation and the constant increase in financial tension - if the growth rate of the dividend payout ratio increases (i.e. if the dividend payout fund grows faster than the amount of profit), then the investment activity of the enterprise is reduced, and the financial stability ratios decrease (other things being equal). Therefore, only truly prosperous joint stock companies can afford to implement such a dividend policy. If this policy is not supported by a constant increase in the company's profits, then it represents a sure path to its bankruptcy.

The final stage of forming a dividend policy is the choice of forms of dividend payment. The main of these forms are:

1. Payment of dividends in cash (checks). This is the simplest and most common form of dividend payments.

2. Payment of dividends in shares. This form provides for the provision of newly issued shares to shareholders in the amount of dividend payments. It is of interest to shareholders whose mentality is focused on capital growth in the coming period. Shareholders who prefer current income can sell these shares in the upcoming period.

3. Automatic reinvestment. This form of payment gives shareholders the right to individual choice - to receive dividends in cash or to reinvest them in additional shares (in this case, the shareholder enters into an appropriate agreement with the company or its brokerage firm, which provides for detailed elaboration).

4. Repurchase of shares by the company. It is considered as one of the forms of dividend reinvestment, according to which the company buys part of the freely traded shares on the stock market using the amount of the dividend fund. This allows you to automatically increase the profit per remaining share and increase the dividend payout ratio in the upcoming period. This form of use of dividends requires the consent of shareholders.

Today, legislation regulates quite mildly the issue of formation and distribution of profits in joint-stock companies. In accordance with the general decision of the shareholders, the company is obliged to pay dividends to shareholders. The problem of choosing the optimal dividend policy has been the subject of many theoretical and empirical studies. Theoretical models do not provide a clear answer to the question of the optimal level of dividend payments.

The amount of money indicated on a share is called the par value of the share. Price. The price at which a share is sold in the market is called the share price.

Shares are purchased to generate income from them. Therefore, the price of shares is directly dependent on the dividend they bring. At the same time, the stock price is inversely related to the level of loan interest. The lower the interest rate, the higher the stock price. Capital can be lent out, or it can be used to buy shares. Therefore, an entrepreneur always compares dividends with interest.

The stock price is the capitalized dividend. It is equal to the amount of money capital that, when loaned, gives income (interest) equal to the dividend received on the stock. Share price:

KA = D / SP * 100,

Where D is the dividend amount; SP - loan interest rate.

1. nominal, or price indicated on them;
2. exchange rate, or the price that is formed on the stock exchange.

Based on the nature of the order, there are two types of shares:

1. registered shares (issued in large denominations);
2. bearer shares (issued in small and sometimes very small denominations).

Based on the amount of income generated, two types of shares are also distinguished:

1. ordinary shares. They pay dividends depending on the profit of the joint-stock company in a given year;
2. preferred shares. They pay a fixed percentage regardless of the company's current profit.

1. the average rate of loan interest decreases, which leads to an increase in securities prices regardless of the increase in actual capital;
2. An increasing number of individual enterprises are being transformed into joint-stock enterprises. This means issuing new shares and increasing fictitious capital without increasing real capital;
3. the growth of government debt leads to an increase in fictitious capital, which does not reflect the accumulation of real capital.

The formation of capital of a joint stock company occurs at the time of its creation. Regulation of the specifics of creating a joint-stock company, issuing its securities, and relations within the corporation is carried out in accordance with Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as the JSC Law).

Types of joint stock companies. In Russia, two types of joint stock companies can be organized.

1. Non-public joint stock company.

Peculiarities:

? minimum capital - 100 times the minimum wage;
? shareholders can sell their shares on the market only with the consent of other shareholders. To do this, when selling shares, shareholders are required to offer them to all other shareholders by sending an application to the joint-stock company. If, within the period specified by law, none of the shareholders expresses a desire to buy shares, then the shareholder can sell them on the market at a price no higher than the one indicated in his offer;
? new shares can only be placed among a previously known list of investors (closed subscription).
2. Public joint stock company.

Peculiarities:

? minimum capital - 1000 minimum wages;
? shareholders can sell their shares on the market without the consent of other shareholders;
? new shares can be placed either by closed subscription or by open subscription.

Authorized, issued and treasury shares. When creating a company, the decision on the formation of the authorized capital is made by the founders, who from the moment of registration of the company receive the status of shareholders. The decision on a new issue of shares is made by the general meeting of shareholders. The company has the right to issue only the number of shares that are written in its charter - authorized shares. If these provisions are not contained in the company's charter, the placement of additional shares is not permitted.

Announced shares- the number of additional shares that can be issued by the joint stock company.

All shares sold to shareholders are called outstanding shares, and the sum of their par values constitutes the authorized capital of the company, which is also written in the charter.

Placed (issued) shares, shares in circulation- shares acquired by shareholders.

There are cases when a joint stock company acts as an investor in relation to its own shares, that is, it buys its shares. The purposes of such a purchase may be different, for example:

1) making a profit due to the difference in exchange rates;
2) maintaining the price of one’s own shares on the market, when in moments of panic, the repurchase of part of the shares helps to stabilize or even increase their market value;
3) preventing the company from being taken over. Redemption of part of the shares from the market prevents external investors from acquiring control over the company;
4) increase in dividend payments per share;
5) repurchase of shares for their distribution among existing shareholders;
6) repurchase of shares for redemption (reduction of capital);
7) other reasons.

Treasury shares- own shares purchased by the joint-stock company from external investors and held by it.

A joint stock company owning its shares is an unusual situation that can lead to manipulation of their prices and other undesirable consequences. For example, the company's management can buy its shares at the expense of the company's funds and gain control over it. Therefore, the state imposes restrictions on the rights to these shares.

Treasury shares:

? do not give the right to vote;
? do not give the right to dividends;
? cannot be on the company’s balance sheet for more than one year.

Joint stock companies in Russia can place:

1) ordinary shares;
2) one or more types of preferred shares.

Following the principle of equal voting rights, ordinary shares cannot differ from each other, therefore each subsequent (additional) issue of ordinary shares must meet the same characteristics as the previous one. That is, for example, all ordinary shares must have the same par value and the same share in the capital.

Preferred shares may provide different rights, have different par values and dividend payout rates. But at the same time, the par value of preferred shares of the same type must be the same.

In Russia, the ratio between the amounts of authorized capital represented by ordinary and preferred shares is legally established. The par value of all outstanding preferred shares must not exceed 25% of the company's authorized capital.

Preference shares- no more than 25% of the amount of the authorized capital.

Number of shares. Minimal amount shares that can be issued in Russian legislation one issuer, - one. A joint stock company can be established by a single founder (individual or legal entity). However, the sole founder of a company cannot be a legal entity that itself consists of a single founder.

The maximum number of shareholders is not limited.

Share price. When creating a joint stock company, payment for shares by the founders is made at par. All subsequent issues of shares must be sold at the placement price, but not below par.

Payment for shares distributed among the founders of the company upon its establishment, additional shares placed by subscription, can be made in money, securities, other things or property rights or other rights that have a monetary value.

Conversion- exchange of one company's securities for others. Conversion can only be carried out with an increase in rights.

The issue of convertible securities is a way to reduce the risk of an investor who is not confident that the company's shares will have a stable or increasing market value and generate sufficient dividends. In this case, he can purchase convertible bonds of this issuer or its convertible preferred shares, on which the latter is obliged to pay a fixed income in priority order (albeit slightly less than the average for common shares). If the company proves in practice that it operates sustainably and is stable in financially, and the dividends on its common shares are consistently high over a certain period, then the investor will prefer to convert bonds or preferred shares into common shares of this company.

Conversion can be carried out in other cases:

? during a company reorganization. Since all common shares must carry the same rights, conversion of shares is required in mergers, mergers, spin-offs and divisions;
? division (split) or combination (consolidation) of shares;
? exchanging bonds for shares, i.e. when creditors become owners.

Types of conversion:

1) split - exchange of one company's shares for others with an increase in their number while maintaining the same amount of the authorized capital;
2) consolidation (reverse split) - exchange of some shares of the company for others with a decrease in their number with a constant authorized capital.

The company carried out a share split in a ratio of 1: 100. Before the operation, the shareholder owned a package of 50 shares with a total par value of 300 rubles. Find the number of shares and the total par value of the package after the split.

Solution".

1) number of shares after the split:
50 pcs. x 100 = 5000 pcs.;
2) the total denomination after the split is 300 rubles.

In a joint stock company, the authorized capital is formed from the nominal values of the placed (sold) shares.

Authorized capital- the sum of the nominal values of the outstanding shares.

At the time of creation of the company, all shares are placed at par. However, as its business develops, shares increase in value and can be sold at a higher price. Since only the par value of the share can be credited to the authorized capital upon sale, the excess amount is credited to additional capital. Also included in additional capital are the amounts of revaluation of fixed assets.

Additional capital (share premium)- the difference between the selling price of a share and its par value.

Profits can be used for consumption (payment of dividends) and accumulation (remain at the disposal of the enterprise).

Every joint stock company in Russia is required to create a reserve fund. It is formed in the amount provided for by the company's charter, but not less than 5% of its authorized capital.

The reserve capital (fund) is intended to cover losses, as well as to repay the company's bonds and repurchase the company's shares in the absence of other funds.

Above, we looked at the book value of the company’s capital, i.e. those funds that came to the company from various sources and are its own (profit, par value of shares, etc.).

But as soon as the company enters the market, investors begin to evaluate it on their own; the stock has a market value that almost never coincides with the book value.

One of the main indicators of a company's performance is capitalization, or the market value of its shares.

Capitalization- the sum of the market values of the company's shares.

Capitalization is not reflected in the company's balance sheet and can change every day.

Where TO- capitalization of the company;

R- market value of the share;

P- number of shares.

Upon establishment, the joint stock company placed 10,000 ordinary shares with a par value of 100 rubles. The charter specifies 10,000 declared preferred shares with a par value of 1,000 rubles. The market value of the company's ordinary shares on the secondary market is 1,200 rubles.

Solution".

? authorized capital = 10,000 x 00 = 1 million rubles. Authorized shares are not taken into account since they have not yet been placed;
? market value = 10,000 x 1200 = 60 million rubles.

Answer. 1 million rubles; 60 million rub.

A company with an authorized capital of 2 million rubles, which consists of ordinary shares and is fully paid, additionally placed 10,000 shares. ordinary shares with a par value of 100 rubles. As a result of the placement, 10% of the shares were canceled as unplaced.

Solution".

? cost of new placement:
- 10,000 x YuO = 1,000,000 rub. - at par,
- 1000000-10% = 900000 - actually placed shares;
? 900,000 + 2,000,000 = 2,900,000 - the amount of the authorized capital.

Answer. RUB 2,900,000

The authorized capital of the corporation is 10,000,000 rubles. - consists of 12 thousand shares, of which 8 thousand are ordinary shares. The maximum number of preferred shares permitted by law has been issued. Calculate the par value of ordinary shares.

Solution:

? par value of preferred shares - 25% of the total number:
- 10000000 x 0.25 = 2500000;
? total value of ordinary shares:
- 10000 000-2 500 000 = 7 500 000;
? par value of one ordinary share:
- 7500000: 8000 = 937,5.

Answer: 937.5 rub.

Managment structure. Management bodies in a joint stock company are created to exercise specific powers (Fig. 6.2), the list of which is enshrined in the Law on JSC.

If we present this list enlarged, we can say that the highest body decides the most important questions related to the movement of capital and the distribution of results obtained. These are issues relating to reorganization and liquidation, the appointment of other management bodies, control bodies, decisions on changes in capital, the issue of new shares and the distribution of dividends. Supreme body management has no right to interfere in the current activities of the company.

Supervisory body coordinates issues related to major transactions, implementation of development plans and strategic projects. The supervisory body may perform certain functions of the supreme body, but only those permitted by law.

Executive agency organizes the current activities of the company, i.e. ensures its daily effective operation. The executive body cannot be delegated the powers of higher management bodies.

The highest management body in a joint stock company is the meeting of shareholders, which must be convened at least once a year. The supervisory management body is the board of directors. It should meet as needed, but at least once every two months.

The current or executive management body is the sole executive body (director) or the collegial management body (directorate) (Fig. 6.2). Executive bodies work constantly.

Rice. 6.2.

Voting systems. Members of the supreme management body can only be current shareholders (according to the list - register recorded on a certain date) or their representatives. These can be both individuals and legal entities.

All shareholders can be divided into two groups: majority and minority.

The status of majority and minority shareholders is not fixed in legislation, so their definition is very vague, but in general view we can say that majority shareholders include those shareholders who can influence the management of the company, and minority shareholders include those who cannot exert such influence.

According to Russian legislation, two voting systems can be used in a joint stock company (statutory and cumulative), but when electing members of the board of directors, the cumulative system must be used.

1. Statutory system (majority, statutory). Under the statutory system, the principle “one vote - one share per issue” applies. For example, if seven issues are being decided and a shareholder owns 1,000 voting shares, then he can cast his 1,000 votes first on the first, then on the second, etc. for seven votes until the list is exhausted. The statutory system benefits large holders to maintain control.
2. The cumulative voting system when electing directors of a company assumes that the number of votes belonging to a shareholder is equal to the number of shares owned by him, multiplied by the number of members of the board of directors determined by the charter. With a cumulative voting system in a joint stock company in which the number of board members is seven, the shareholder has 7,000 votes (one vote x 100 shares x 7). At the same time, he has the right to give 4000 votes for one candidate, 2000 for the second, etc., or, for example, give all his votes for one candidate. The shareholder is free to dispose of his votes in any proportion. The cumulative system is more suitable for small shareholders, who can concentrate their votes in one vote and try to appoint their representative to the directorate.

Where d- the number of candidates that the shareholder wants to appoint to the board of directors; s- total number of shares;

N- the number of shares required by the investor to make a decision.

LETTER OF THE LAW

In cumulative voting, the number of votes belonging to each shareholder is multiplied by the number of persons who must be elected to the board of directors (supervisory board) of the company, and the shareholder has the right to cast the votes received in this way entirely for one candidate or distribute them between two or more candidates.

In a company with 150 shareholders, a board of directors of 12 people is elected. The number of candidates is 18.

A shareholder holding 15 thousand ordinary shares of this company takes part in the meeting of shareholders. How many votes does this shareholder have in electing the board of directors?

Solution. According to the cumulative voting system:

The shareholder must nominate his own candidacy for the board of directors. Annual Meeting shareholders elect seven members of the board of directors from ten candidates, voting is carried out using the cumulative method. The total number of ordinary shares is 1 million. How many shares must a shareholder purchase to be elected to the board of directors?

Solution".

Where d- the number of candidates for the board of directors that must be provided;

s- total number of shares;

D- number of seats on the board of directors;

N- the number of shares required by a shareholder to make a decision.

Answer: 125,001 pcs.

carry out their decisions to their owners at the meeting of shareholders. A smaller stake may also be controlling. In the USA, controlling stakes include 5-10% shares;

? 75% + 1 share - full control over the joint-stock company;
? 95% - the right to compulsorily buy out shares from the remaining shareholders.

Calculation of voting shares. In a joint stock company, the number of outstanding shares may not be equal to the number of voters, i.e., not every share provides a vote to the shareholder. First of all, voting shares do not include preference shares.

1) increases by the number of preferred shares for which the rights of shareholders have been violated;
2) decreases by the number of treasury shares.

Formula:

The authorized capital of the OJSC consists of 100 thousand ordinary and 15 thousand preferred shares. How many shares does an investor need to purchase in order to demand an extraordinary meeting of shareholders, provided that at the moment he has 11,000 ordinary and 1,000 preferred shares, taking into account the fact that the company’s charter does not stipulate the amount of dividend, and at the last meeting of shareholders there were no dividends on preferred shares were paid?

Solution".

1) number of voting shares:
100000 + 15000= 115000;
2) in order to put an issue on the agenda of the meeting, 10% of voting shares are required, i.e. 115,000 x 0.1 = 11,500;
3) shareholder's package: 11000+ 1000 = 12000.

Answer: no need to purchase.

1. Decision on payment (declaration of dividends). The decision to pay dividends is made by the general meeting of shareholders. The dividend cannot be greater than that recommended by the company's board of directors. The meeting of shareholders cannot decide to pay dividends if the board of directors has not recommended such payment. This provision is enshrined in law and is due to the fact that the meeting of shareholders most often pursues its own interests, which consist in receiving income from its investments (dividends on shares), which may contradict the interests of business development (investing profits in the implementation of new projects). Therefore, the board of directors, as a body closer to the management of the company, recommends the size of the dividend. If the board of directors does not take into account the interests of shareholders, it will be dissolved. Therefore, the board of directors is “between two fires”: on the one hand, it is necessary to develop the business in order to receive dividends in the future; on the other hand, pay current dividends. Payment of dividends on shares is not mandatory for a joint stock company even if there is profit. The meeting of shareholders may decide not to pay dividends not only on ordinary shares, but also on preferred shares.
2. Form of payment. Dividends can be paid in cash or other property. If dividends are paid in shares, they are not recognized as dividends for tax purposes (no tax is charged).

LETTER OF THE LAW

Russian legislation does not recognize dividends as payments to shareholders of a joint stock company in the form of transferring ownership of shares of the same company to them.

For preferred shares, the amount of dividend and liquidation value is fixed in the charter and can be expressed:

? in a fixed amount of money (for example, every year 100 rubles in dividends are paid per share);
? percentage of the nominal value (for example, 50% of the nominal value);
? the calculation procedure may be fixed (for example, 50% goes to pay dividends on preferred shares net profit).

If the charter says nothing about either the amount of the dividend or the amount of the liquidation value, then the dividend on preferred shares is equal to the dividend on common shares, and the liquidation value is equal to the par value.

3. Source of payments. Dividends are paid from net profit for the current year. Dividends are paid first on preferred shares, and then on common shares. Dividends on preferred shares can be paid from funds specially designated for this purpose and from net profit. Dividends on ordinary shares are paid only from net profit.
4. Frequency. In accordance with the law, a company can pay dividends quarterly (based on the results of the first quarter, six months, nine months) or once a year. If interim dividends are declared, the decision on their payment must be made no later than three months from the end of the relevant quarter.
5. Deadlines. The dividend payment procedure takes place in several stages.

The Board of Directors determines:

? the date on which the persons entitled to receive dividends are determined (register closing date);
? the amount of dividends for each type of shares;
? form of dividend payment;
? the date of the shareholders meeting at which the announcement of dividends is planned.

Census date (registry closing)- the day of registration of shareholders entitled to receive declared dividends.

The closing date of the register cannot be set earlier than ten days and no later than 20 days from the date of announcement of dividends (date of the shareholders meeting). However, in Russian practice The closing date of the register is often set before the meeting of shareholders. This date is important for determining the market value of the share on the secondary market (at the time of the announcement of a dividend, the share price on the secondary market falls, as a rule, by the amount of the dividend).

Dividend declaration date- this is the day when the meeting of shareholders makes a decision (announces) on the payment of dividends, their amount, census and payment dates.

The decision on the date of the census and the amount of dividends is made, as indicated, by the meeting of shareholders, but only on the proposal of the board of directors. This means that the meeting of shareholders cannot change the date, but only approve it. And in terms of the size of dividends, the meeting of shareholders can only reduce the dividend proposed by the board of directors or completely refuse to declare and pay dividends.

Payment date- this is the day when the actual payment of dividends occurs.

The dividend payment period cannot exceed:

1) for a nominal holder of shares and a trustee - ten working days from the date of the census;
2) all other shareholders - 25 working days from the date of the census.
6. Responsibilities. The company is not obliged to pay dividends on ordinary and preferred shares, however, if the established fixed dividend on preferred shares is not paid, the shareholders have a violation of their rights, in which the preferred shares become voting. This must be taken into account by the meeting of shareholders when deciding to declare (pay) dividends.

The company is obliged to pay declared dividends. That is, if the general meeting of shareholders made a decision to pay dividends, but they were not paid on time, the amount of dividends becomes overdue accounts payable, and shareholders have the right to demand compensation for dividends in court.

7. Limitations. The company does not have the right to decide on the payment of dividends:
- ? until full payment of the authorized capital;
- ? repurchase of all shares that the company is obliged to repurchase;
- ? if on the day the decision is made the company meets the signs of insolvency (bankruptcy) or they appear as a result of the payment of dividends;
- ? if on the day the decision is made, the value of the company’s net assets is less than its authorized capital, reserve fund and the excess of the liquidation value of preferred shares over the par value;
- ? for ordinary and preferred shares, the amount of dividend for which is not determined, unless a decision has been made to pay dividends in full on all types of preferred shares, the amount of dividend for which is determined in the charter of the joint-stock company;
- ? preferred shares for which the dividend amount is determined by the charter, unless a decision has been made on full payment of dividends on preferred shares that have priority over them in the order of payments.

Already declared dividends cannot be paid if items 3 and 4 of the above list are met.

Dividends are not accrued on shares the ownership of which has transferred to him (treasury shares).

The joint stock company has adopted the following procedure for paying dividends:

1) frequency of payment - annually;
2) census date - May 10;
3) date of announcement of dividends - May 16;
4) payment date - June 10.

When must an investor buy shares to qualify for the next dividend?

Solution. The right to receive dividends is granted to shareholders and nominal holders of shares included in the register of shareholders on the day of compiling the list of persons entitled to participate in the annual general meeting shareholders - for the payment of annual dividends.

Conversion rules.
Conversion of ordinary shares into preferred shares, bonds and other securities is not permitted.
Conversion of preferred shares into bonds and other securities, with the exception of shares, is not permitted.
Conversion of bonds into shares must be carried out by resolution of the general meeting of shareholders or by unanimous decision of the board of directors (supervisory board) of the company.
The company does not have the right to place bonds and other equity securities convertible into shares of the company if the number of authorized shares of the company of certain categories and types is less than the number of shares of these categories and types, the right to purchase of which is provided by such securities. Capital of a joint stock company. The capital of the company is the source of its financing. Anything that can be acquired to run a business is called an asset and is financed by capital. Any asset carries a right, while a liability (capital) is an obligation to shareholders or creditors. The company's assets (property) usually have a physical form (money, buildings, raw materials, goods) or a formalized right to claim debt (accounts receivable). A company's liabilities are its capital; they represent obligations to someone and answer the question “whose?” If you schematically represent the company's balance sheet, then capital will make up its right side. Capital is divided into two parts: ? own - is the property of all shareholders. The company is not obliged to return it to shareholders or distribute profits among them. However, it cannot be considered free, since shareholders, in case of ineffective management, can replace it; ? borrowed - represents the company's debt to creditors (accounts payable).
Article 43 of the Tax Code of the Russian Federation.

Availability of authorized capital is a prerequisite for the functioning of an organization carrying out production or other commercial activities. The authorized capital performs three functions:

starting - is the source of the organization’s property;

equity - establishes the share of participation of each owner in the authorized capital;

warranty - guarantees the fulfillment of obligations to third parties.

Depending on the organizational and legal form of commercial organizations, the authorized capital as an integral part of equity capital can be in the form of:

authorized capital (in JSC and LLC);

share capital (in partnerships);

mutual fund (in production cooperatives);

authorized capital (in unitary enterprises).

For accounting purposes in organizations that have undergone state registration, these concepts are reduced to the concept of authorized capital.

Authorized capital (AC)- this is the totality of contributions (contributions) of the founders (owners) to the property of the organization in the amounts specified in the constituent documents. The amount of authorized capital characterizes size of property, guaranteeing the interests of the organization's creditors. The amount of the charter capital must be indicated in the constituent documents of the organization. The minimum size of a capital company is stipulated by federal laws: for a newly established OJSC it is 1000 minimum wages, for a closed joint stock company or LLC - 100 minimum wages. The minimum size of share capital and mutual fund is not established by law. Changing the size of the charter capital is possible only after making changes to the state register registration. As a result of current operations, changes in the size of the charter capital are not allowed.

To account for the authorized capital, its changes and settlements with the founders, the following accounts:

passive account 80 “Authorized capital”. Designed to summarize information about the state and movement of the organization’s authorized capital;

active-passive account 75 “Settlements with founders.” Designed for all types of settlements with the founders (participants) of the organization. Sub-accounts can be opened for account 75:

75/1 “Calculations for contributions to the authorized (share) capital”

75/2 “Calculations for payment of income”

active account 81 “Own shares (shares)”. Designed to account for purchased own shares and interests.

In the balance sheet, the authorized capital is reflected in section III “Capital and reserves” in the line “Authorized capital”.

The procedure for forming the authorized capital upon establishment (creation) of an organization

Let's consider the formation of authorized capital in joint-stock companies and limited liability companies.

Formation of the authorized capital of joint stock companies

Authorized capital of joint stock companies is formed from the contributions of participants through exchange of these deposits for shares and consists frompar value of shares purchased by shareholders. A share is a unit of ownership in a joint stock company. The promotion has the following attributes: value (price) and earnings per share. There are the following types share price: nominal, balance sheet, liquidation, exchange rate (market). Earnings per share acts in the form of a dividend and represents part of the profit of the joint-stock company received during the reporting period, which is distributed among shareholders.

Joint stock companies can be open and closed. Shares of an open joint stock company can be purchased by any investor. Shares of a closed joint stock company are distributed among predetermined participants.

Stock by the method of granting rights to owners are divided into two groups:

ordinary shares;

privileged.

Ordinary shares have the same nominal value and provide their owners with the following rights:

participation in the general meeting of shareholders of the company with the right to vote on all issues within its competence;

receiving part of the company’s net profit (dividend) for the current year;

participation in the distribution of the company's property during liquidation after satisfaction of the requirements of the owners of preferred shares as determined by the charter.

Preference shares provide their owners with certain privileges compared to ordinary shares. The owner of preferred shares receives income as a percentage of the par value of the shares, regardless of the organization's performance.

When establishing a joint stock company The following conditions must be met:

the payment price for shares should not be lower than their nominal value;

the form of payment for shares is determined by the founders;

contributions to the authorized capital can be money, securities, other types of property, property rights, etc. The assessment of non-monetary contributions is made by agreement of the parties. In cases established by the laws “On Limited Liability Companies” and “On Joint-Stock Companies,” an independent appraiser is invited;

the deadline for payment for shares is determined by the founders, but at least 50% of the shares must be paid within 3 months from the date of state registration of the joint-stock company, the remaining part - within a year from the date of state registration.

Features of the formation of share capital. Share capital: structure, formation and management

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