What caused this problem?
First, the obligation state registration the issue of shares of a joint-stock company is enshrined in law. In the previously valid Regulation on the Issue and Circulation valuable papers and stock exchanges in the RSFSR, approved by the decree of the Government of the RSFSR dated December 28, 1991 No. 78 (hereinafter referred to as the Regulation), the obligatory state registration of the issue of shares of a joint-stock company was established. So, in accordance with paragraphs. 7 and 8 of the Regulations, securities were admitted to circulation on the territory of the Russian Federation only subject to their state registration with the Ministry of Economy and Finance of the RSFSR. At present, the requirements for state registration of a securities issue are reflected in the Federal Law “On the Securities Market”.
In accordance with the seventh paragraph of Art. 18 of this law, equity securities, the issue of which has not passed state registration, are not subject to placement. This requirement is also enshrined in the first paragraph of Art. 24 of the law: “the issuer has the right to start placing the issued securities only after the registration of their issue”.
Secondly, in accordance with regulations The Federal Commission for the Securities Market of Russia and its regional branches are endowed with the right to go to court with a claim for the liquidation of a legal entity that has violated the requirements of the law Russian Federation on securities, and on the application of sanctions to violators established by the legislation of the Russian Federation (clause 19 of article 42 of the Federal Law “On the Securities Market”). This right was, for example, exercised by the Chelyabinsk regional branch of the Federal Commission for the Securities Market of Russia, which filed a claim with the arbitration court for the liquidation of a legal entity due to the fact that the registration of the issue of securities of the joint-stock company was not carried out. The case was considered in the first, appeal and cassation instances. In the reasoning part of the decision of the Federal Arbitration Court of the Urals District (cassation instance), it was stated that the issue and placement of shares of the joint-stock company, established in June 1996, were subject to compulsory state registration in accordance with Federal law“On the securities market”. According to paragraph 2 of Art. 61 of the Civil Code of the Russian Federation entity can be liquidated by a court decision in case of carrying out activities with repeated or gross violations of the law or other legal act. The court found that the actions related to the placement authorized capital into unregistered shares must be qualified as committed in gross violation of the legislation of the Russian Federation on securities, which serves as the basis for the liquidation of a legal entity.
Thus, registration of the issue of securities is necessary and obligatory. At the same time, the legislation does not contain provisions prohibiting state registration of the issue of shares of joint-stock companies, the placement of which was made before the release of the Federal Law “On the Securities Market” and the state registration of which was not carried out.
Thirdly, formed arbitrage practice on issues of issue and circulation of securities. In particular, in the Review of the practice of resolving disputes related to the placement and circulation of shares, given in the Information Letter of the Presidium of the Supreme Arbitration Court No. 33 dated April 21, 1998, it is indicated that a transaction under a share purchase and sale agreement, concluded before the registration of a decision to issue shares, recognized by the court as invalid (void). Thus, it can be concluded that if a joint-stock company changed its participants by concluding civil contracts related to the alienation of securities, and the issue of these securities did not pass state registration, then the participants of the joint-stock company may incur losses due to the invalidation of such transactions. by the court.
In accordance with Art. 51 of the Civil Code of the Russian Federation, a legal entity is subject to state registration with the justice authorities and is considered created from the moment of its state registration. Currently, the law on state registration of legal entities has not been adopted and registration is carried out in accordance with the Regulations on the procedure for state registration of business entities, approved by the Decree of the President of the Russian Federation of 08.07.94 No. 1482 (hereinafter - the Regulations on state registration). This Regulation on state registration does not apply to registration commercial organizations, a special procedure for registration of which is determined by the legislative acts of the Russian Federation, as well as enterprises created in the process of privatization. In particular, there is a different procedure for state registration. credit institutions and enterprises with foreign investment.
One of the signs of a legal entity in accordance with Art. 48 of the Civil Code of the Russian Federation is the ownership, economic management or operational management of separate property. When a joint-stock company is founded, its property consists of the contributions of the founders made to the authorized capital. In accordance with Art. 99 of the Civil Code of the Russian Federation, the authorized capital of a joint-stock company is made up of the par value of the company's shares acquired by shareholders. Thus, the authorized capital of a company is formed by concluding civil agreements on the acquisition of shares by the shareholders of the company in exchange for contributions made to the authorized capital, or, in other words, by placing its shares by the joint-stock company.
The definition of the term "placement of securities" is given in Art. 2 of the Federal Law “On the Securities Market”, in which the placement of securities means “the alienation of equity securities by the issuer to the first owners through the conclusion of civil transactions”. As mentioned above, the placement of securities of a joint-stock company without state registration of the issue is not allowed.
In accordance with clause 1 of the Regulation on state registration, when submitting documents for state registration, a document must be submitted confirming payment of at least 50% of the authorized capital of the company specified in the decision on its creation. Thus, prior to state registration of a legal entity, it is necessary to place at least 50% of shares among the company's shareholders, the issue of which has already passed state registration. However, this requirement does not currently have a normative fixation, and the state registration of the issue of securities is carried out after the state registration of the company. Due to this lack of legal regulation, a situation often arises when a company is included in the state register of legal entities, and the state registration of the issue of securities is denied.
It is advisable to eliminate the discrepancy between the current legal norms when developing a law on state registration of legal entities. As one of the options for regulating this problem, one can use the practice that was formed during the state registration of the issue of shares of credit institutions. So, in accordance with cn. 11.6 Bank of Russia Instruction No. 8 dated September 17, 1996 "On the Rules for the Issue and Registration of Securities by Credit Institutions in the Territory of the Russian Federation" with the registration of a credit institution in the form of a joint stock company.
The issues discussed below do not affect the procedure for registering the issue of securities of credit institutions and joint stock companies created in the process of privatization.
The procedure for issuing shares of a joint-stock company upon establishment is governed by the Federal Law "On the Securities Market" and the Standards for the Issue of Shares upon Establishment of Joint-Stock Companies, additional shares, bonds and their issue prospectuses, approved by Resolution of the Federal Commission for the Securities Market of Russia dated 11.11.98 No. 47 (hereinafter referred to as the Standards).
The procedure for the issue of shares of a joint-stock company consists of several stages, namely: making a decision on the placement of securities; making a decision on the issue of securities; state registration of the issue of securities; production of certificates of securities (in the case of their documentary form of issue); direct placement of securities; registration of the report on the results of the issue.
Decision on the placement of securities. The concept of “decision on the placement of securities” is defined in the last paragraph of clause 1.2 of the Standards, according to which the decision to establish a joint stock company is one of the types of decisions on the placement of securities. Referring to Art. 98 of the Civil Code of the Russian Federation and Art. 9 of the Federal Law “On joint stock companies”, It can be concluded that the decision to establish a company must contain:
- the results of voting and decisions made by shareholders on the establishment of a joint stock company;
- decision to approve the charter of the company;
- decision on the election of the governing bodies of the joint-stock company;
- decision on approval of the size of the authorized capital of the company;
- determination of the category of issued shares and the procedure for their placement;
- approval of the monetary value of securities, other things or property rights that have monetary value contributed by the founders as payment for the shares of the joint-stock company. In accordance with Art. 34 of the Federal Law “On Joint Stock Companies”, shares and other securities of a company that are paid for with non-monetary funds must be paid for when they are acquired in full, unless otherwise provided by the agreement on the creation of a company at its foundation. At the same time, it is indicated that if the par value of shares acquired through payment in non-monetary funds is more than two hundred established by federal law minimum sizes wages, then it is necessary to assess this property by an independent appraiser (auditor). In this case, the founders of the company must approve the decision of an independent appraiser.
Decision to issue securities. In accordance with clause 7.2 of the Standards, the decision on the issue of securities is drawn up on the basis of the decision on the placement of securities. In accordance with Art. 25 of the Law "On Joint Stock Companies" when establishing a company, securities must be placed among the founders or, in other words, among a predetermined circle of persons. The approval of the decision to issue in accordance with clause 7.1 of the Standards is carried out by the board of directors. However, this does not impose restrictions on the approval of the decision on the issue of securities by the general meeting of shareholders. The standards do not contain the procedure for state registration of a securities issue, which was carried out prior to the entry into force of the Law “On the Securities Market” and the approval of the Standards. Also, clause 7.3 of the Standards indicates that the decision on the issue of securities must be approved no later than six months from the date of the decision on placement. If more than six months have passed, then this decision must be re-approved.
When this rule is implemented in practice, the following situation often arises: the decision on the placement of shares was made when the company was founded, the state registration of the issue of shares was not carried out. Further in the society there is a repeated change of participants. At some stage of the company's activity, the question arises of the need for state registration of the issue of shares. The decision to issue shares is re-approved by the new list of participants, which did not make a decision on the placement of shares and among which the shares were not placed. V in this case the legitimacy of the re-approval of the decision to issue securities becomes doubtful due to the possible recognition of the invalidity of transactions for the acquisition of shares by new participants, which was already mentioned earlier.
Registration of the issue of securities. When considering this stage, one should dwell on the following points.
First, in accordance with the order The Federal Commission on the securities market dated May 28, 1997 No. 268-r “On Approval of the List of Registration Bodies Carrying out State Registration of Securities Issues in the Territory of the Russian Federation” (with amendments and additions) state registration of the securities issue in the territory of the Russian Federation is carried out by the Ministry of Finance of Russia, the Bank Russia, FCSM of Russia and regional branches of FCSM of Russia. The list of issuers that submit documents for state registration of securities issues with the FCSM of Russia is established by the Order of the FCSM of Russia dated February 26, 1997 No. 60-r (with amendments and additions).
Secondly, if, when establishing a joint-stock company, shares are placed among more than five hundred founders or the amount of the issue exceeds fifty thousand minimum wages, then together with the decision to issue shares, state registration of the issue prospectus is required (clause 8.1 of the Standards). The prospectus is approved authorized bodies joint stock company (general meeting of shareholders or board of directors).
Thirdly, in accordance with clause 9.12 of the Standards, if registered securities are placed, a copy of the agreement (agreements) on maintaining the register of registered securities holders concluded by the issuer with the registrar, or a document confirming the circumstances exempting the issuer from concluding such contract. Requirements for the mandatory transfer of keeping the register to an independent registrar are defined in clause 3 of Art. 44 of the Law “On Joint Stock Companies” and in Art. 8 of the Law "On the Securities Market". Thus, the Law “On Joint Stock Companies” prescribes to entrust the maintenance and storage of the register to an independent registrar if there are more than five hundred owners of ordinary shares. We are talking specifically about the owners of ordinary shares. The Law “On the Securities Market” contains a slightly different requirement, which consists in the need to transfer the maintenance of the register to an independent registrar if the number of owners exceeds 500, while it is not specified which owners of shares are meant. Thus, the requirements of the Law “On the Securities Market” somewhat narrow the requirements of the Law “On Joint Stock Companies”. Due to the fact that the Law “On the Securities Market” came into force later than the Law “On Joint Stock Companies”, it seems necessary to be guided by the norms set forth in the Law “On the Securities Market”.
Fourthly, in paragraph 2 of Art. 44 of the Law "On Joint Stock Companies" it is determined that a joint stock company is obliged to ensure the maintenance and storage of the register in accordance with the legal acts of the Russian Federation no later than one month from the date of state registration. The requirements and procedure for maintaining the register are established in the Regulations on maintaining the register of holders of registered securities, approved by Decree of the Federal Commission for the Securities Market of Russia dated 02.10.97 No. 27. The said resolution established that the Regulations on maintaining the register of holders of registered securities are mandatory for registrars - professional participants the securities market and issuers maintaining the register of registered securities holders independently.
It is also necessary to pay attention to the new requirement that determines some issues of maintaining the register of securities by a joint stock company.
In accordance with clause 2.7 of the Regulations on Licensing Activities for Keeping the Register of Owners of Registered Securities, approved by Resolution of the Federal Commission for the Securities Market of Russia dated June 19, 1998 No. 24, the issuer maintaining the register of registered securities independently, if the number of registered persons is more than fifty, must have on staff at least one specialist who meets the qualification requirements for this kind professional activity in the securities market in accordance with the regulations of the Federal Commission for the Securities Market of Russia. This requirement comes into force on April 22, 1999.
Placement of securities and registration of a report on the issue of securities. Documents for state registration of the issue of shares distributed among the founders of a joint-stock company during its establishment must be submitted to the registering authority no later than one month from the date of state registration of the joint-stock company (clause 10.8 of the Standards). As already mentioned, the actual placement of securities is carried out prior to the state registration of a joint stock company and this rule only establishes the procedure for submitting documents for state registration of a securities issue.
Registration of the report on the results of the issue of shares distributed during the establishment of a joint-stock company is carried out simultaneously with the state registration of the issue of these shares (clause 12.1 of the Standards). This requirement is mandatory for the issuer. In the event that the authorized capital of a company is paid only by 50% (Article 34 of the Law “On Joint Stock Companies”), then when the report on the issue of securities is approved, the placement of shares is approved, including those for which payment has not been made in full. In this regard, it seems correct to carry out state registration of the report on the issue of securities when establishing a joint-stock company after full payment of the authorized capital.
This publication covered only some issues related to the state registration of the issue of securities of a joint stock company. In fact, the range of these issues is much wider, not all of them have sufficient legal regulation and require additional legal elaboration.
The concept of "security" can be viewed from an economic and legal point of view. The Civil Code of the Russian Federation states that this is a document of the established form, certifying the property rights of the holder to a share in the enterprise. How economic category, The Central Bank has a number of distinct characteristics. Their classification helps to reveal the essence, types and rules of circulation.
The essence
A security is a certificate certifying the owner's rights to property, the sale or transfer of which is carried out only upon presentation of a document. A striking example is the action. The holder of the certificate has the right to receive part of the organization's profits and assets in the event of its liquidation. As a legal category, the Central Bank certifies the rights to own, manage, transfer or receive property.
Sign of the equity security:
- secures a set of rights;
- issued by issues;
- has the same volumes, terms of implementation of rights, regardless of the time of purchase of the certificate.
As an economic one, it is characterized by liquidity, profitability, exchange rate, and reliability. Certificates are issued (issued), sold and bought, and redeemed (canceled).
Kinds
A well-designed classification of signs allows you to properly organize the accounting of transactions with securities, control their movement and effectively use them in circulation.
| Sign | Varieties |
| Origin | Primary (first time on the market) and secondary |
| Term | Urgent and indefinite |
| Form | Paper and paperless |
| Affiliation | Domestic and foreign |
| A type | Investment (stocks, bonds, futures, etc.) and non-investment (bills, checks) |
| Possession | Bearer, registered and order |
| Release | Equity and non-equity securities |
| Type of ownership | State, corporate |
| Convertibility | Freely tradable and non-marketable |
| Risk level | Risk-free and risky |
Equity securities and issuance activities
In Art. 143 of the Civil Code of the Russian Federation presents a list of certificates that are issued in large batches on special forms with mandatory details. Equity securities are stocks, bonds, checks, savings certificates, bills of lading. Let's consider them in more detail.
Stock- this is the Central Bank, securing the rights of the holder to receive part of the income in the form of interest and to participate in the management of the organization.
Bonds- these are equity securities confirming the owner's right to receive the par value of the certificate and the fixed interest income within the period specified in the document.
Certificate of Deposit- this is a bank certificate in writing about the deposit of funds, which certifies the holder's right to receive money back after a certain period of time, as well as interest.
Bill of lading Is a document that contains the terms of the contract for the carriage of goods.
Credit institutions can issue securities. Emission is the sequence of actions of the issuer established by law for the placement of equity securities (Article 2 of the Law on the Securities Market).
In the Russian Federation, the issuance of shares and bonds by credit institutions into circulation is regulated by the same regulations. These include laws on joint stock companies, on the securities market and on banks. Banks issuing shares and bonds are also guided by the Instruction on the rules for issuing securities.
The instruction regulates in detail the issue of securities joint stock bank which can be carried out:
When established for the purpose of forming the authorized capital;
Increasing the size of the initial authorized capital by issuing shares;
Raising debt capital by issuing bonds
and other debt obligations.
A credit institution can issue registered and bearer securities. Registered securities of a credit institution may be issued only in non-documentary form, with the exception of cases stipulated by federal laws. Bearer securities of a credit institution may be issued only in documentary form.
Banks can issue shares:
When creating a joint stock bank;
To increase the authorized capital (issue of additional shares);
In case of consolidation and splitting of already placed shares.
In the first case, all the shares of the bank (the first issue of shares)
distributed only among its founders. The issue of shares to increase the authorized capital of a bank created in the form of a joint-stock company (re-issue of shares) can be carried out only after the shareholders have paid in full for all the shares previously issued by the bank. Splitting and consolidation of already placed shares is carried out by means of a new issue of shares of the same category without increasing the authorized capital. At the same time, during the placement process, previously placed shares are replaced by newly issued shares and, after the registration of the results of the issue, are canceled.
The placement of shares can be carried out by:
1) accepting contributions from investors to the authorized capital of the bank in the form of bank buildings belonging to them, and with the permission of the Board of Directors of the Central Bank of the Russian Federation - other property in non-cash form. The composition is not Money, contributed to the payment of the authorized capital of the bank, and their size (except for bank buildings) are determined by the Board of Directors of the Central Bank of the Russian Federation. Limit size property in the form of bank buildings (premises) in the authorized capital of the bank being created should not exceed 20%;
2) sale of shares by the issuing bank with buyers of purchase and sale agreements for a specified number of shares for the currency of the Russian Federation and foreign currency. In this case, the issuing bank can use the services of intermediaries (financial brokers) acting on the basis of commission agreements or instructions with the issuing bank;
3) re-registration of previously contributed shares in shares - when the bank is transformed from a limited liability company to a joint stock company;
4) capitalization of other own funds banks in established by law the order and accrued but not paid dividends;
5) conversion of previously issued convertible securities into them - in accordance with the terms of their issue and current legislation;
6) conversion of securities of the reorganized banks into them;
7) consolidation of shares;
8) split of shares.
The fact of the legality of issues of shares of commercial banks is the registration of the issue with the Central Bank of the Russian Federation. For registration, the issuing bank must submit an application for registration, a decision on the issue of securities, an issue prospectus, and other documents, the list of which is given in the Instruction on the rules for issuing securities. During state registration of an issue of securities, they are assigned a state registration number.
A credit institution is entitled to place bonds. The placement of bonds by the issuing credit institution shall be carried out by decision of the board of directors (supervisory board) of the credit institution, unless otherwise provided by the charter of the issuing credit institution. The issue of bonds is allowed only after full payment of the authorized capital. The par value of all bonds issued by a credit institution must not exceed the size of the authorized capital or the amount of security provided to the credit institution by third parties for the purpose of issuing bonds.
Banks can issue shares and bonds in seven stages.
1. Making a decision on the issue of securities. The decision to issue securities is made either by the general meeting of shareholders or by the supervisory board of the bank.
2. Preparation of a prospectus. The prospectus is prepared by the board of the bank and signed by its chairman and chief accountant.
3. Registration of the issue of securities and the issue prospectus. To register an issue, the issuing bank submits the following documents to the Department of Licensing of Activities and Financial Rehabilitation of Credit Institutions of the Central Bank of the Russian Federation or to its territorial offices at the place of its location:
Registration application;
Extracts from the minutes of the meeting of shareholders or the council at which the decision was made to issue securities;
Emission prospectus;
A document confirming the approval of this issue with the relevant institution of the Ministry of the Russian Federation for antitrust policy and support of entrepreneurship (for banks whose authorized capital is more than RUB 500 million);
A copy of the payment order for the payment of tax on transactions with securities (for the registration of the prospectus).
The Central Bank of the Russian Federation may refuse to register an issue of shares in a number of cases, an exhaustive list of which is given in the Instruction on the rules for issuing securities. Among them, the issuing bank violates the legislation on securities, the procedure for drawing up and processing registration documents for the issue of securities, failure to submit within 30 calendar days at the request of the registering authority of all documents required for state registration of the issue ( additional issue) securities or registration of a prospectus of securities, etc.
Refusal to register an issue of shares can be appealed to the Central Bank of the Russian Federation or in court. The rules for maintaining accounting and reporting on transactions with securities for banks are established by the Ministry of Finance of Russia in conjunction with the Central Bank of the Russian Federation.
4. Publication of the prospectus. The issuing bank publishes it as a separate brochure with a circulation of at least 50 thousand copies. At the same time, he informs through the mass media about the issue of securities he is carrying out.
5. The sale of the issued securities begins after the registration and publication of the prospectus.
6. Registration of the results of the issue is carried out upon completion of the sale of securities. The issuing bank analyzes its results and draws up a report on the results of the issue, signed by the chairman of the bank's board and submitted to the registering authority, which, within two weeks after its consideration, must (in the absence of claims against the issuer) register the report and the results of the issue. He issues the registration document to the bank, one copy of the registration report and confirms the state registration number of the securities issue. In case of refusal to register the results of the issue of securities, the registering authority must send a letter to the issuing bank, which clearly states the reasons for the refusal.
7. The publication of the results of the issue of securities must be carried out by the issuing bank in the same press in which the notice of the issue was previously published, indicating the data that the bank considers appropriate to bring to the attention of the public, as well as the places where those who wish can get acquainted with the full report on the results of the issue.
Article 13 of the Federal Law of the Russian Federation of 05.03.1999 No. 46-FZ "On the Protection of the Rights and Legal Interests of Investors in the Securities Market" sets the deadline limitation period in cases of recognition of the issue of securities as invalid - one year from the date of commencement of the placement of securities.
Analysis of the current regulatory framework allows us to conclude that commercial banks can act on the securities market in the following qualities:
As investors, i.e. to carry out transactions with securities on their own behalf and at their own expense;
As issuers in the broadest sense of this concept, i.e. to issue both equity and non-equity securities;
As professional participants in the securities market.
Securities are exchange commodities with which various types of transactions are made. Similar transactions of banks on stock market are made for the purpose of making a profit due to changes in the price of securities over time.
The main way to classify exchange transactions is their division into cash and urgent, based on
is the term for the transfer of securities.
Cash transactions, or transactions for cash, are made for the purpose of purchasing securities and from a legal point of view are sales contracts. The execution of such a transaction (carried out outside the exchange) must follow within a few days after its conclusion.
Derivatives transactions, in contrast to cash transactions, provide for a certain period of time between the conclusion of the transaction and its execution. In accordance with the rules of the exchange, the execution date can be either the last day of the month or its middle. Execution of transactions on time is called liquidation. Forward transactions must be executed within the time period specified in the contract and at the price fixed in it.
There are three main types of simple forward transactions:
1) purchase with the transfer of securities by a certain date. The execution of the contract is timed to it without any other condition. This transaction differs from the cash one only in the time of execution;
2) purchase with daily transfer. In this case, the buyer has the right to demand the transfer of securities before a certain period of time at his own discretion;
3) purchase with transfer by notice, when the seller has the right to transfer the securities to the buyer before a certain period of time upon prior notification of this.
Options and futures stand out among the forward deals.
An option is a type of forward transaction in which one of the parties, the buyer, by paying a fee (premium) to the seller, acquires the right to buy (sell) the underlying asset constituting the option at a specified time at a specified price, and the other party to the transaction, the seller, is obliged to execute it. at a specified time at a specified price at the request of the buyer (Fig. 7).
Option signs:
1) this is a type of exchange transaction in the form of an exchange contract for the purchase or sale of a specific type of securities at a fixed price within an agreed period;
2) the option is exercised at the price determined at the time of the transaction;
Rice. 7. Types of option transactions
3) the buyer pays the seller a premium in the amount of at least 5% of the transaction amount;
4) an option to buy (sell) provides only the right, but is not an obligation to buy (sell) securities at a fixed price;
5) the object of an option is a contract that includes the type of securities, their quantity, price, period and conditions for its execution;
6) within the deadline the option buyer has the right to sell it at current price third party.
Futures is a contract for the purchase and sale of an underlying asset (an agreement to receive cash based on a change in the price of an underlying asset) with the fulfillment of obligations on a specified date in the future, the terms of which are determined by the specification of the organizer of the trade.
The terms of a futures deal are developed by the exchange itself. They are standard for each type of asset (securities). In conditions futures transactions the scope of the transaction, time, place and method of delivery are strictly defined. The only variable is price. The same conditions for futures transactions make them highly liquid, which made it possible to form broad market futures contracts.
An offset transaction is the opposite transaction in relation to the previous one. So, the seller of a futures must buy the same futures contract, and the buyer must sell.
Performing such actions allows you to close your exchange futures position and no longer bear obligations for the execution of the contract, which are passed on to new counterparties.
There are types of deals with a premium, which allow to limit losses when making futures deals (Fig. 8).
Rice. 8. Types of transactions with a premium
A deal with a premium gives one party, for paying the other party a certain remuneration (premium), the right to choose one of several options for the intended actions: execute the agreement or withdraw from it. The premium is paid in advance at the very conclusion of the transaction or at the due date, together with a statement about whether the party will exercise its right to choose or not.
Report-deport. This transaction consists in the fact that one party (the deporter) sells to the other (the reporter) a certain amount of specific securities and undertakes to redeem them at the exchange rate of the day at a certain moment, while the reporter acquires this number of securities from the deporter and undertakes to sell them to the deporter at the rate days at the specified time.
The multiple deal means that the party whose assumption about the change in the rate was realized and it turned out to be the winner has the right to oblige (according to its needs and capabilities) the losing counterparty to buy (sell) the multiple, i.e. increased by two, three, five times or more (the limit value is usually set at the conclusion of the transaction), the number of securities in relation to the stipulated one.
A simple transaction with a premium consists in the fact that one or both parties stipulate the right, in the event of unfavorable changes in the price of securities, to refuse to complete the transaction or terminate it by paying the partner a specified amount (premium). Any deal with a premium can be defined as a report-deport, supplemented by a condition on the payment of a compensation, or as an option. The smaller the amount of the compensation, the more beneficial it is for the party that has agreed for itself the right to apply it.
A prolongation transaction is either an option or a reportdeport, supplemented by a clause on the right of the losing party to demand a delay in the execution of the transaction for a certain period.
Rack. When making this transaction, one party (the buyer of the rack) undertakes to transfer the specified amount of money to the other (its seller), if by the time agreed by the parties the rate of specific securities is concluded within a certain range. The seller of the rack undertakes to pay the same amount to the buyer if their rate is outside the extreme values of this range.
A double-edged deal. Upon completion of this transaction, the payer of the premium acquires the right to deliver a certain number of shares at the highest agreed price by the specified date, or to demand a certain number of securities by this time at the lowest specified price, or to withdraw from execution. Unlike a rack, in this case, the premium is paid for a possible deviation from one of the two actions, and not for the right to choose itself. This deal is essentially a combination of shelving and a simple premium deal.
A demand transaction means that the payer of the premium acquires the right to demand, on any day before the liquidation period, the acceptance of the securities by the other party (or transfer, depending on the condition). The transaction is executed not on the day when the claim was made, but during the liquidation period at the rate of the day of the application. The payer's calculation is to choose the day when the favorable rate will come.
A difference trade by its nature refers to a bet that is won by someone who is more aware of the state of the market and the circumstances that may affect it. If the dispute in the rack is about the price range and the specific value of the rate, then in the deal for the difference, the dispute concerns only specific values of the rate. Each participant in the transaction under consideration announces its forecast regarding the rate of certain securities on the set date and undertakes, upon its occurrence, to pay the other party the difference between the rate named by him and the rate of the day.
A bank bearer savings book is a bearer security issued by the issuing bank in case of depositing funds and certifying the right of its bearer to dispose of them, deposit new amounts of money reflecting this fact in the savings book and receive interest accrued for the use of funds from at the agreed frequency and at the agreed rate. Article 843 of the Civil Code contains provisions on a bearer savings book. A bearer bank passbook certifies the fact that the bank and the depositor have entered into an agreement bank deposit, and, consequently, all those rights that are provided for by law for the depositor (Art. 834-842 GK).
The transfer of the savings book means the transfer of claims from the issuing bank of the funds in the account indicated in it.
The issue of securities is a sequence of actions by an issuer (for example, a business entity) to place securities, that is, to distribute them among a certain category of persons.
The legal entity that issues securities in the form of shares or bonds is called the issuer. Equity securities in accordance with the current Russian legislation are stocks and bonds.
A share is a security that secures the rights of a shareholder to receive dividends in proportion to his share in the authorized capital of a joint-stock company and to participate in the management of the company. Shares can be ordinary - giving both the right to dividends and the right to vote on general meeting shareholders, and privileged, on which, after the issue of shares, you can receive dividends and have certain advantages over the holders of ordinary shares, but they usually do not give the right to participate in management.
A bond is a security that entitles its owner to receive back its value and a specified percentage of this value. The issue of bonds is aimed solely at raising capital; bonds can be issued both with a one-time redemption, and in stages.
The grounds for the issue of securities are:
- issue of securities when a legal entity is established;
- issue of securities upon reorganization of a legal entity in the form of merger, acquisition, separation, division or transformation;
- additional issue of securities;
- issue of bonds - debt securities.
Depending on the type or grounds of the issue, the order, procedure, list of documents to be submitted to the registering authority differ.
The main purpose of the issue of securities is to attract the amount of funds necessary for the joint-stock company for its functioning. The issue of securities can be primary and additional: in mandatory the issue of shares is carried out when the joint-stock company is established, subsequently, the issue of shares or bonds can be made on a voluntary basis, for example, to increase the authorized capital, attract additional financial resources or redistribute participation in the authorized capital during the reorganization of a legal entity.
The issue of securities can be carried out in the following forms - registered securities and bearer securities.
Before issuing securities, it is necessary to assess investment attractiveness these securities, objectives and volumes of issue, determine the form, volume and denomination of the issued securities.
The issue of securities must be carried out in strict accordance with the current legislation, otherwise the issuer may have serious problems with government bodies... The procedure for issuing securities consists of five stages.
- Decision-making on the issue of securities.
- Documentary evidence of the decision.
- State registration of the issue of securities.
- Placement of securities.
- State registration of the report on the results of the issue of securities.
This procedure is strictly regulated by the provisions of the Federal Law "On the Securities Market". Registration of an issue of securities upon establishment of a legal entity must be carried out within a month after its state registration as a legal entity. Without state registration of the issue of the issue of securities, including the registration of an additional issue of securities, the placement of securities is not allowed.
The results of the issue of securities, with the exception of cases expressly provided for by law, must be published in the press. Unplaced securities remain at the disposal of the executive body of the business entity and may become a reserve for an additional issue of securities.
One of the areas of capital investment for the purpose of generating income or making settlements are securities. Someone is very well versed in the variety of securities, while for someone it is still an unexplored field of activity. You cannot tell about securities and their types in one material, therefore only their brief descriptions are concentrated here. And more detailed description securities, with which banks work, will be described by me in separate articles.
So, before talking about the types of securities, let's first give the definition of a security, which is set out in Article 142 of Chapter 7 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation):
Valuable paper- this is a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon its presentation. A security can only appear as a result of an issue. The issue of securities is a sequence of actions of the issuer for the placement of equity securities.
Federal Law No. 39-FZ of April 22, 1996 "On the Securities Market" regulates relations arising from the issue and circulation of equity securities regardless of the type of issuer, as well as the specifics of the creation and activities of professional participants in the securities market. Depending on who issues the securities, they can be classified as bank securities, government or corporate securities. Individuals cannot issue securities, but they can be holders.
Issuer- a legal entity or executive bodies or local self-government bodies, bearing obligations on their own behalf to the owners of securities to exercise the rights enshrined by them.
Owner- a person to whom securities belong on the basis of ownership or other property rights.
And article 143 of Chapter 7 of the Civil Code of the Russian Federation lists the main types of securities... The main securities are:
- Government bonds;
- Bonds;
- Promissory notes;
- Bill of lading;
- Stock;
- Privatization securities and other documents.
When working with securities of banks, you must always remember that funds invested in securities are not subject to Federal Law No. 177 of 23.12.2003. "On deposit insurance individuals in banks of the Russian Federation ", ie not covered by insurance. And in st. 5 clause 2 of the same law emphasizes that funds placed by individuals in bank bearer deposits, including those certified by savings certificates and (or) bearer savings books, are not subject to insurance.
Most types of securities (documentary), as a rule, are drawn up on standard forms of strict reporting and must contain the mandatory details established by the relevant laws, which include such as:
- The name of the security;
- Date of registration of the security (deposit of funds);
- Full name and location of the legal entity - issuer;
- The par value of the security;
- Holder (owner) name, only for registered security;
- Term of payment (demand) of the amount;
- The type of yield of a security - interest, which indicates the interest rate and the amount of due interest; discount; interest-free.
- Other details depending on the type and purpose of the security.
- Registered equity securities, which contain information about the owners, which should be available to the issuer in the form of a register of owners of securities, the transfer of rights to which and the exercise of the rights enshrined by them require mandatory identification of the owner.
- Bearer equity securities, the transfer of rights to which and the exercise of the rights enshrined by them do not require identification of the owner.
Now you can give a definition for each type of security, as well as give a brief description of them:
Bonds. Government bonds
Bond- this is a security, which is a debt obligation issued by the state or an enterprise on certain conditions when they issue an internal loan and giving its holder (owner) income in the form of a fixed percentage of its face value. The meaning of the term "bond" is legally enshrined in part 2 of Art. 816 of the Civil Code of the Russian Federation, and the relationship between the issuer and the bondholder is governed by Art. 807 - 818 of the Civil Code of the Russian Federation.Depending on the issuer, i.e. of the person who issued the security, bonds are distinguished into the following types:
- government bonds, which are issued on the basis of the Law of the Russian Federation of November 13, 1992 "On state domestic debt Russian Federation",
- municipal bonds, which are issued on the basis of the Law on general principles local government organizations,
- commercial bonds of legal entities that are regulated by the Law on Joint Stock Companies.
- registered or bearer,
- free circulation or with a limited circle of circulation,
- with or without collateral (collateral or otherwise),
- with a one-time maturity or with repayment by series at a certain time,
- with a fixed or floating coupon rate,
- conventional or convertible.
Promissory notes
Promissory note Is a security that certifies the unconditional monetary debt unilateral obligation of the drawer (bank) to pay a certain amount of money at maturity to the drawer (owner of the bill). A bank bill of exchange basically has a depositary nature, and is issued by the issuing bank on the basis of the client's depositing a certain amount of funds with the bank. Legislatively, the meaning of the term "bill" is enshrined in part 2 of Art. 815 of the Civil Code of the Russian Federation. Commercial banks issue bills of the following types:- promissory notes, which represent a unilateral, unconditional obligation of the bank to pay a specified amount specified in a promissory note within a specified period;
- bills of exchange, according to which third parties are indicated as payers - debtors or guarantors of the bank.
The bill is used as:
- instrument of payment;
- collateral and means of payment for lending.
Checks
Receipt- this is a security containing an unconditional order of the drawer to the bank to make the payment of the amount indicated in the check to the check holder. The definition of a check is set out in Article 877 of Chapter 46 of the Civil Code of the Russian Federation and Chapter 7 of the Regulations The central bank No. 2-P of 12.04.2001 "On cashless payments in the Russian Federation".Checks are of the following types:
- registered,
- order
- bearer
The issuance of checks is carried out on the basis of an agreement (check agreement) between the drawer and the payer, according to which the payer bank undertakes to pay the checks if funds are available on the drawer account.
Savings (deposit) certificates
Savings (deposit) certificate- this is a security that certifies the amount of the deposit made to the bank and the rights of the depositor (certificate holder) to receive the deposit amount and the interest specified in the certificate at the bank that issued the certificate, or at any branch of this bank after the expiry of the specified period. This definition of a savings (deposit) certificate is set out in paragraph 1 of Article 844 of Chapter 44 of the Civil Code of the Russian Federation.Savings (deposit) certificates are of the following types:
- registered
- bearer
- A special type of deposit with a fixed interest rate, which is set when the security is issued. Interest on a savings certificate is paid at the same time as the certificate is redeemed upon presentation.
- It can be gifted or transferred to another person. A bearer savings certificate is transferred to another person by simple delivery, and a personalized certificate is transferred by simple assignment (assignment of a claim).
- Certificates can be bequeathed to their heirs.
- It can be used as collateral for lending.
- Used to store funds while traveling.
- It is used as a means of payments between individuals.
Bearer savings books
Bearer savings book is a security that certifies the deposit of a monetary amount in a banking institution and the right of its owner to receive this amount in accordance with the terms of the monetary deposit. A bearer savings book is issued in cases where it is provided for by a bank deposit agreement, and only citizens can act as owners of such a security. The procedure for issuing and circulating a bearer savings book is enshrined in Art. 843 of the Civil Code of the Russian Federation and Chapter 6 of the Law on Banks and Banking Activities.The transfer of rights to another person, certified by a bearer security, in this case a bearer passbook, is carried out by simple delivery of the security to this person, which is enshrined in Art. 146 clause 1 of the Civil Code of the Russian Federation.
In accordance with Federal Law No. 177-ФЗ dated December 23, 2003 “On Insurance of Individual Deposits in Banks of the Russian Federation”, deposits drawn up with a bearer savings book do not participate in the bank deposit insurance system.
In addition, it is worth noting that transactions for placing funds of a certain size in deposits with the registration of a bearer savings book are subject to mandatory control in accordance with Federal Law No. 115 dated 07.08.2001. "On counteraction, legalization (laundering) of proceeds from crime."
Bill of lading
Bill of lading- This is a transport document, which is a security, which contains the terms of the contract of carriage by sea and expresses the ownership of the specific goods specified in it. A bill of lading is a document, the holder of which is entitled to dispose of the goods. The basic rules for the circulation of the bill of lading, and its details are enshrined in Art. 123 - 126 of the Merchant Shipping Code.The bill of lading is issued by the carrier to the sender after receiving the goods and confirms the fact of the conclusion of the contract. A bill of lading is issued for any cargo, regardless of how the carriage is carried out: with the provision of the entire vessel, individual ship premises or without such a condition. According to the bill of lading, the delivery of goods by water is carried out in accordance with the Hague rules contained in the international convention on the unification of the terms of bills of lading dated August 25, 1924, unless any other state law applies.
Types of bills of lading:
- Linear bill of lading... Linear bill of lading (linear B / L) is a document that sets out the will of the sender aimed at concluding a contract for the carriage of goods. The linear bill of lading defines the relationship between the carrier and a third party - the bona fide holder of the bill of lading. The bill of lading is a receipt issued by the carrier to the sender in confirmation of the acceptance of the goods for carriage by sea, as well as a document of title. In this case, the contract for the sale of goods, as well as other operations in relation to the goods, are carried out by means of a bill of lading without the physical transfer of the goods themselves.
- Charter bill of lading... Charter bill of lading (charter B / L) is a document that is issued in confirmation of acceptance of cargo transported on the basis of a charter. A charter is a charter agreement, i.e. agreement on the hiring of a vessel for a voyage or for a specific time. The charter bill of lading does not serve as a document for the execution of the contract of carriage by sea, since in this case a separate contract is concluded for the freight of the vessel in the form of a charter. The charter bill of lading defines the relationship between the carrier and a third party - the bona fide holder of the bill of lading. The bill of lading is a receipt issued by the carrier to the sender in confirmation of the acceptance of the goods for carriage by sea, as well as a document of title. In this case, the contract for the sale of goods, as well as other operations in relation to the goods, are carried out by means of a bill of lading without the physical transfer of the goods themselves.
- Coastal bill of lading... Shore bill of lading (custody B / L) - a document that is issued in confirmation of the receipt of goods from the consignor on the shore, usually at the carrier's warehouse. When accepting cargo on board the vessel for which a coastal bill of lading was issued, a note is made in it about the loading of the goods on the vessel and the date of loading and other marks are indicated. Sometimes, when accepting cargo on board the ship, the coastal bill of lading is replaced by an onboard bill of lading.
- Onboard bill of lading... On board bill of lading (on board B / L) - a document that is issued when the goods are loaded onto the ship.
The consignee is identified in the bill of lading in three ways. Depending on this, bills of lading differ on:
- Nominal bill of lading(straight B / L) - a security in which the name of a specific recipient is indicated.
- Order bill of lading(order B / L) - a security for which the cargo is issued either by the order of the sender or recipient, or by order of the bank. The order bill of lading is the most common in the practice of shipping.
- Bearer bill of lading(bearer B / L) - a document that indicates that it is issued to the bearer, i.e. it does not contain any specific data regarding the person entitled to receive the goods, and therefore the goods at the port of destination must be released to any person presenting them.
Stock
Promotion is a security issued by a joint-stock company and securing the rights of its owner (shareholder) to receive part of the profit of a joint-stock company (JSC) in the form of dividends, to participate in the management of a joint-stock company and to a part of the property remaining after its liquidation.Today the shares of the largest Russian companies and banks are perhaps one of the most profitable assets that can be available to a private investor.
All shares issued by any Joint Stock Company are registered. As a rule, stocks are divided into two groups:
- Ordinary shares... The owners of ordinary shares of JSCs may, in accordance with the Federal Law and the company's charter, participate in the general meeting of shareholders with the right to vote on all issues of its competence, and also have the right to receive dividends, and in the event of liquidation of the company, the right to receive part of its property.
- Preference shares(one or more types). Owners preferred shares do not have the right to vote at a general meeting of shareholders, unless otherwise provided by this Federal Law.
Preferred shares of a company of the same type provide shareholders - their owners with the same scope of rights and have the same par value. The par value of the placed preferred shares must not exceed 25 percent of the authorized capital of the company.
The size of the dividend and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares of each type must be determined in the charter of the company. The amount of the dividend and the residual value are determined in firm sum of money or as a percentage of the par value of preferred shares. The size of the dividend and the liquidation value on preferred shares are also considered to be determined if the charter of the company establishes the procedure for their determination.
Holders of preferred shares for which the amount of dividend has not been determined are entitled to receive dividends on an equal basis with holders of ordinary shares.
Types and procedure for the issue of shares, the procedure for the creation and operation of Joint Stock Companies, protection of the rights and interests of shareholders are ensured The Civil Code Of the Russian Federation and the Federal Law of the Russian Federation "On Joint Stock Companies" dated 26-12-1995 No. 208-FZ (as amended).
The last changes and additions were made on 12.12.2010.
