Release with securities banks. State registration of the issue of securities when establishing a joint stock company Emission securities have the right to release
Emissions of securities is to issue shares, bonds and other varieties of important securities. In this case, all procedures should be held in accurately according to the law. The issuer of securities is a company that conducts the issue of securities.
The main goal of issuing government securities is to attract additional financial resources. If this uses shares for this, then the authorized capital of the enterprise increases, in the case of bonds - the conditions of the loan are valid. At the same time, all stages control state bodies that regulate the securities market.
Emission can be resorted to release paper with new rights, change the nominal shares that are already in circulation, as well as establish a joint stock company.
Securities Emission Standards
On the territory of the Russian Federation there are certain rules for issuing shares, additional shares and bonds. The procedure for their preparation is also established. Securities emission standards are a document that regulates all the actions described. They allow you to regulate the issue of JSC's shares when registering, additional securities, which are distributed among shareholders, as well as additional shares.
Also, the emission standards of securities are determined by the rules for the issue of bonds, which are placed using a subscription, and papers, which use conversion. Shares are placed when establishing JSC among its owners. This uses subscription and conversion.
What threatens the provision of unreliable information when issuing securities?
Answer: The inclusion in documents of unreliable information is an independent basis for refusing to state registration of securities.
What is the decision to place shares?
Answer: The decision to accommodate shares recognizes the decision of the authorized branch of the management of the joint stock company, which determines the conditions for the issue of shares (securities), incl. The number of securities, the nominal value, the circle of individuals, among which the shares (securities) are placed, the timing of such an accommodation, etc.
What body of the joint-stock company is authorized to decide on the placement of shares and must all shareholders have to participate?
Answer: With the exception of a number of cases, the decision to place shares is made by the General Meeting of Shareholders. To make a decision on accommodation, there is enough presence at the meeting of half of shareholders (50% + 1 share), the decision is made by a simple majority of votes.
What could be the causes of refusal to state registration of shares?
Answer: The following independent foundations are established as grounds for refusing to reflect the state registration of the issue of shares:
- violation of the requirements of the legislation of the Russian Federation on securities;
- the discrepancy of the documents submitted for state registration of the issue of shares (securities), the requirements of the Federal Law "On the Securities Market" and "Emissions of Securities and Registration of Securities Prospectors", approved by the order of the Federal Financial Races of the Russian Federation of January 25, 2007 No. 07-4 / PZ -n;
- failure to submit within 30 days at the request of the registering authority of all documents necessary for state registration of the issue of shares (securities);
- non-compliance of the financial advisory in the securities market, which signed a prospectus for securities established by the requirements;
- making into documents submitted for state registration of the issue of shares (securities), false information or information that does not appropriate reality (unreliable information).
Where can I appeal to the refusal of state registration of the issue of shares?
Answer: The refusal to state registration of the issue of securities may be appealed to a higher official of the Bank of Russia in financial markets or in the Arbitration Court.
How is the shares and assessment of property introduced by the Company's participants? Is the invitation of an independent appraiser?
Answer: Payment of shares can be made both monetary and non-monetary means by transferring to a joint-stock company for inclusion in share capital. When paying shares (securities) with non-monetary funds, the price of such property should be established by the Board of Directors of the Joint Stock Company on the basis of a market value. Attracting an independent appraiser for this purpose is necessary due to the fact that when registering a report on the results of the issuance of securities, the registering authority requires the report on the assessment of the property made to pay for shares (securities).
Is the emission of additional shares possible in the absence of a regulation on the declared promotions in the charter, and what is the procedure for making changes and additions to the charter?
Answer: No, the additional issue of shares is allowed only if the joint-stock company has relevant provisions on the number of shares, which society can issue additionally (declared shares). The introduction of such changes to the Charter occurs in general procedure by making a decision by the General Meeting of Shareholders.
How is the distribution of additional shares among the participants of the Company and is it possible to change the shareholders in the authorized capital of the Company?
Answer: The current legislation provides for various ways to accommodate additional shares (securities), including by subscribing and through the distribution among shareholders. Without going into details, it can be said that the shares (securities) of additional release can be distributed among shareholders in proportion to their share (that is, the proportion of shareholders does not change), or can be distributed only to individual shareholders and / or third parties, What will entail a change in shareholders. It should be noted that in some cases the preferential right to acquire additional shares (securities) is provided.
What is the issue of shares carried out by conversion, and how in this case securities are placed?
Answer: Emissions of shares carried out by conversion is a transformation of shares with one characteristic to the action (stock) with another characteristic. Conversion can be carried out in the form of a change in the nominal value of shares (the amount of share capital is changed), changes in the number of shares, i.e. Several shares are converted into one (consolidation) or one share is divided into several (crushing). In the last two cases, changes in the size of the authorized capital does not occur, i.e. The nominal value of stocks after conversion depends on the ratio of their quantity to the authorized capital. For example, the authorized capital of the Company is 10,000 rubles and is divided into 100 shares of 100 rubles each. Suppose, in society it was decided to consolidate stocks and make one of two shares. Thus, after the conversion, the authorized capital of the Company will be the same 10,000 rubles, but will be divided into 50 shares of 200 rubles each. Just as a conversion method, a change in the rights of certified shares is possible. The placement of securities occurs in one day by carrying out the operation in the registry (information about the old promotions changes to information about new promotions).
What are the consequences of the loss of the register of participants in society and is it possible to issue additional shares to its final recovery?
Answer: The shareholder registry is the only documents certifying the ownership of shareholders to the shares belonging to them. Accordingly, the loss of the registry of shareholders means the impossibility of reliable fixation of the composition of shareholders and the number of shares belonging to them. The above makes it impossible to make decisions by the General Meeting of Shareholders until the registry recovery. Also before the specified point it is impossible to place securities, because The placement of securities occurs solely at the expense of operations in the register of shareholders.
In which cases, the issue of shares (securities) is accompanied by registration of prospectus?
Answer: The issue of shares is accompanied by a mandatory registration of securities prospectus in cases where shares are placed on an open subscription or a closed subscription among the circle of persons exceeding 500 people, as well as if the amount of money attracted during the year of more than 200 million rubles. At the discretion of the issuer, the issue of securities may be accompanied by registration of the prospectus and without complying with these conditions.
Are there any restrictions about the number of shares issued?
Answer: The current legislation establishes a restriction on the amount (percentage) of the issued preferred shares - the nominal value of all preferred shares should not exceed more than 25 percent of the volume of share capital. Other restrictions are absent.
What are the consequences of refusal to state registration of the report on the results of the issue (additional release) of securities and recognition of the issue invalid.
Answer: In case of refusal to state registration of the report on the results of the issue (additional release) of securities and the recognition of the issue invalid, the placed securities are also recognized as invalid and cease their existence as such. Accordingly, cash or property made to pay securities should be returned to persons who have paid securities.
The valuable paper is a document certifying the compliance with the established form and obligatory details of property rights, the implementation or transfer of which is possible only upon its presentation. With the transfer of securities, the certified rights are transferred to the aggregate.
Loss of security deprives the ability to implement the right expressed in it.
Warring securities is discharged in the name of the acquirer or by "his order". This means that the rights mentioned in them can be transmitted depending on the gear inscription produced on paper.
The action is an emission C.B., enshrining the rights of its owner to receive a 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 part of the property remaining after its liquidation. Joint stock companies can produce ordinary and preferred shares. An ordinary share is C.B., providing its owner to participate in the general meeting of shareholders with the right to vote on all issues of its competence, to receive dividends, as well as parts of the AO property in the event of its liquidation. Dividends on shares are paid from the net profit of the Company for the current year. The decision to pay annual dividends, their amount and the form of payment is made by the General Meeting of Shareholders on the recommendation of the Board of Directors. Shares are called privileged, because The owners of these shares have privileges compared with the holders of ordinary shares. Providing privileges can be viewed as compensation for these shares for the fact that their owners do not have the right to vote. Preferred shares can be: cumulative (when they are released, it is envisaged that unpaid or not fully paid dividend accumulates and is paid later);
non-complaintive (do not allow to accumulate unpaid dividends);
convertible and non-convertible (may (can not) exchange for ordinary shares of this society or preferred shares of other types on the conditions defined in the Company's Charter); profitable (shares with the right to participate) and not participating in obtaining the profit of the Company in excess of fixed dividends; with a delayed dividend; Return and non-returnable; Floating course, etc.
The bond is the emission C.B., fixing the right of its holder to receive from the issuer within the provisted period of its nominal value and the interest recorded in it from the nominal value or other property equivalent. Bonds can be registered and for bearer. When issuing personal bonds, the JSC is obliged to keep the register of the owners of the bond. In case of loss of such a bond, society renews it for a specific fee. When issuing bearer bonds, the Company does not register bond owners and their names are not registered by the Issuer.
The rights of the owner of the lost bond on the bearer are restored by the court in the manner prescribed by the procedural legislation of the Russian Federation. According to the method of paying income, there is a fixed income bonds (a percentage established in advance); Bonds with a floating percentage (income on which changes depending on the change in the money market rates); Bonds with zero coupon (implemented with a discount of any depth against the nominal and are repaid at par at the end of the term). Also isolated convertible and non-convertible bonds. Convertible to be exchanged. They give the right to the owner of the bond exchange them on the shares of the same Issuer at a certain price and due to the term, which makes them more attractive for investors. Owners of non-convertible bonds do not possess such a right to buy shares.
A bill of exchange is a written debt obligation, a strictly established form certifying the unconditional obligation of one party to pay a certain amount of money to the other party within the prescribed period and the right to demand this payment. Types of bills: Commercial - are based on a real deal on the purchase and sale of goods on credit, the issuance of their postponement of payment. Commercial bills are actually transferred on the security of goods and are ensured by those cash that comes from the sale of goods acquired by the bill; Financial - are the direct consequence of a loan agreement, when one side receives from another amount of money, issuing a bill in return. In the Trade Industrial Turnover, financial bills are used by enterprises to replenish working capital; Security - used as a means of providing timeliness and accuracy of the fulfillment of an obligation on any other transaction. Commercial bills are simple and transferred. A simple is a simple and no obligation of the obligation to pay a specific amount of the bill to the onset of the term. A simple bill is essentially a simple debt receipt of the buyer, awarded to the seller in exchange for a product or service.
Transferable (Tratta) is a written document containing an order of the credentials addressed to the debtor payer, to pay money (at a certain time and in a certain place) to the recipient-holder of the bill or by his orders to another person.
Commercial banks in order to attract additional cash resources carry out the issuance of certificates - monetary documents certifying funds for a certain time, which usually have a fixed interest rate. Certificates are divided into deposit and savings.
The difference between them lies in the fact that savings certificates are issued to individuals, and deposit - legal. Both those and others can be registered and for bearer. Interest rates on deposit and savings certificates depend on the size and term of the deposit. Funds can be removed early, but at the same time the percentage of deposits will be reduced.
Certificates cannot be calculated or payment documents. The certificate appeal period is determined from the date of its issuance, to the date, when the owner receives the right to demand for this certificate. The deadline for the appeal of depository certificates is 1 year, savings 3 - years. If the term of receipt of the certificate contribution is overdue, the certificate becomes a document to demand and the Bank is obliged to pay for its amount on the first requirement of the owner.
Types of state-owned securities in the Russian stock market: 1) State-Vain Short-term bonds (GKO). The main task of these securities is the financing of the state budget for the lowest possible price. The Issuer of GKO is the Ministry of Finance of the Russian Federation. The Bank of Russia conducts accommodation, maintenance and repayment of bonds.
Emissions are made by separate issues for a period of 3, 6, 12 months in paperless form. 2) Treasury obligations (KO). Their emergence is related to the growth of debt of state enterprises of various industries and ownership forms. Treasury commitments are produced for a period of one year in a paperless form. The term of such securities varies from 50 to 360 days depending on the series. The owners of treasury commitments are entitled to produce the following operations with them: repay payables; pay for goods and services; selling them to legal entities and individuals; Make collateral operations; exchange to treasury tax exemptions; repay with percent.
3) Bonds of the domestic currency loan. Bonds of the domestic currency loan are the documentary paper on the bearer. The Issuer of Bonds is the Ministry of Finance of the Russian Federation. These are coupon securities. Trade in these securities is made both in Russia and abroad.
4) bonds of a federal loan with variable coupon percentage (OFS). These papers are nominal medium-term government securities and provide their owners the right to receive the nominal value of the bond during its repayment and to receive coupon income in the form of a percentage and nominal value of the bond.
Derivatives Ts B. 1) Futures transactions. With futures transactions, two participants take opposite obligations on the purchase and sale of goods within the specified period of fixed at the time of the price: one side sells the goods at a certain price at the specified period, the other - buys the goods at the same time during the same time. Distinctive features of futures contracts: on the futures market there is no need to have the goods that need to sell; Futures contracts can be sold regardless of whether stock values \u200b\u200bor not at the time of concluding contract.
Calculation on futures contracts is carried out through the calculated (clearing) Economy of the Exchange, when the amounts that guarantee the fulfillment of obligations by each participant are coming. 2) Option - Provides the right to choose to sell or buy a certain amount of goods at a fixed price or in agreed juice or earlier. In accordance with the Optional Agreement, one of its participants discharges and sells an option (option seller), i.e. It takes a "short position" under the contract. Another participant buys an option and receives the right to buy (sell) at a fixed price of a certain amount of goods (at the person who has written out the option), i.e. This counterparty has a "long position". 3) Warranta. This securities appears together with the release of basic securities (corporate preferred shares, bonds) to attract interest in the purchase of these stock values.
This is due to the fact that Warranta provides its owner the right to acquire a valuable paper at a predetermined price for a certain time. The price of acquiring a secular paper in Warranta is called the cost of executing a warrant. Sometimes, warrants are offered with the most security itself, and their cost is considered in unity. The cost of these securities is "divided" when warrants, separating, function independently, acquiring their course on the securities market. At the same time, the cost of securities becomes smaller at the price of a warranta.
Emissions of securities - established by the Law of the Russian Federation "On the Securities Market" of April 22, 1996. The sequence of the issuer's actions for the placement of emission securities. ED procedure, unless otherwise provided by the legislation of the Russian Federation, includes the following steps: a) the issuance of the decision on the issue of issuing issuing securities; b) registration of release; c) for the documentary form of release - the manufacture of certificates of securities; d) the placement of emission securities; e) registration of the report on the results of the issuance of emission securities. When registering Avenue E.TS.B. The emission procedure is complemented by the following stages: a) preparing the avenue; b) registration of E.Tspekt E.B.; c) the disclosure of all the information contained in the emission prospectus; d) disclosure of all information contained in the report on the results of the issue. The procedure for emissions of state and municipal securities, the conditions for their placement and appeal are governed by federal laws or in the manner prescribed. There are open (public) and closed E.B.
The profitability of securities is the ratio of the annual revenue on the valuable paper to its market price; The rate of profit received by the owner of the security.
We now proceed to the integrated analysis of the logic of the behavior of the ekrid entity, seeking to constantly maintain the optimal structure of its property represented by the securities portfolio. For this, at the beginning of each period, it changes the structures of his portfolio at the beginning of each period to maximize the increase in its value by the end of the period or, that the same, to ensure the maximum yield of property, which is defined as the ratio of income for the period to the value of property. The income of the portfolio is consisted of dividends and increments the value of its assets, so the yield is determined by the formula
where R is the yield for the period; D is the percentage (dividend) paid for the period; FT, FT-1 is a market rate of a portfolio, respectively, at the end and early period.
The decision of the individual on the distribution of the total amount of savings between various types of securities is influenced by four factors:
· The profitability of a specific type of security;
· Transaction costs associated with the transformation of security into money;
· The degree of risk of obtaining expected income;
· Individual attitude to risk.
If the securities differed only by yield, then in the portfolio of the Ek-entent there would be only one type of security, i.e. The one that has the greatest rate of profitability. It is precisely that the analysis of demand for money spent in the previous chapter brought us in the previous chapter: while the income on the bond exceeded the expected losses from the decline in its course in the individual portfolio were only bonds; When these losses began to exceed the amount of interest payments, then the property of the individual consisted only of money. The uniformity of the portfolio is due in this case by the fact that, in addition to profitability, no other properties of securities were taken into account.
When the transaction costs are also taken into account when determining the optimal portfolio structure, as it was in the study of money demand for transactions on the Baumol-Tobin model, then money and bonds were also in the individual portfolio.
Securities are placed on the market and redeemed by individuals or legal organizations. The funds obtained are used in accordance with the declared target.
Options
The release and placement of securities is carried out in accordance with the requirements of the current legislation and is under the control of state bodies. Control of regulators reduces the risk of fraud from unscrupulous firms and companies
Emissions:
- The primary release is used at the initial stage of the company's development or enterprise. A legal entity, which starts commercial activities, places for shares or bonds in order to attract borrowed funds.
- Additional emission - work process The company can re-place securities on the market.
- The distribution of shares also relates to the concept of emissions. Performed after registering a legal entity and in the process of its activities.
- The closed subscription is the distribution of securities between a limited circle of persons
- Open subscription - stocks, like, are freely available.
In order for the release and placement of securities, there are no difficulties and problems, underwriters are involved.
Stages
In accordance with the generally accepted scheme of working with securities, the underwriter performs several tasks. A specialist can redeem a batch of shares and bonds at a fixed value and place paper on the market by taking on all risks. The second option involves the redemption of part of the securities that the company could not post alone. The third way - the underwriter takes on the function of the mediator.
The technology of issuing securities includes several stages:
- The owner of the business makes a decision on the need for emissions.
- The issue of securities is registered in the relevant state bodies.
- The issue of shares or bonds is made in an approved initially form.
- Securities are placed on the market by the issuer or with the help of underwriters.
- According to the results of the issue, the report is formed and registed.
- When issuing shares to the authorized capital of the company, appropriate changes are made.
Any securities has a predetermined form and content. The type, form of release and storage, the nominal price and the right of its owner must be specified on stocks or bonds. The cost of selling securities is determined by demand in the market of the owner, the significance of the enterprise in the eyes of shareholders.
The release of securities in appeal is called emissions or primary placement. The issue of securities is carried out in the following cases:
1) when creating a joint stock company (shares);
2) with an increase in the size of the authorized capital (stock);
3) when attracting borrowed capital (bonds).
The issue of securities can be carried out in two forms:
1. By partial placement, i.e. By closed subscription among a limited number of investors
2. By open accommodation among an unlimited number of investors
Creating securities occurs on the securities market, i.e. The appeal is economic relations to change the owner of securities. There are the following types of securities markets:
1) Primary on which the primary placement of securities (emission) occurs. This may be in a commercial bank, in government governments, enterprises, joint-stock companies.
2) secondary, on which the secondary placement of securities is carried out, i.e. Appeal. The secondary market can be:
a) Birzheva is the activities of the Stock Exchange;
b) Outdoor - these are operations with securities outside the stock exchange (commercial banks, joint-stock companies, investment companies).
Primary market - This is an economic space that securities takes place from its issuer to the first buyer.
On the primary market, any person having the necessary status can receive borrowed capital, by issuing bonds. When issuing shares, an emission prospectus (Declaration) should be published, which contains reliable and complete information on the nature of AO activities, the number of shares, their species, how much will be sold. In Russia, on the primary market, a large role belongs to a major KB.
The issue of securities to the primary market involves the following requirements:
1) The Issuer must take care that the demand for securities must be liquid, consultations with the stock market professionals are needed.
2) There must be a guarantor, which together with the issuer will share responsibility with the implementation of emissions.
3) The Issuer must register all the issuance of securities in the relevant state authority, pay the issuance tax and publish the necessary information about the release.
The price of the primary market shares can be determined by the issuer itself, as well as taking into account demand and suggestions.
Currently, on the primary market, securities exist:
1) Securities offered by KB
2) Securities of other JSC
3) Securities from the state.
Secondary securities market - This is the scope of circulation of securities, where they fall after they are selling the first owner.
The secondary market may be:
1) unorganized or Outstravel
2) organized or stock exchanges
in many countries, the main part of the securities "is 85% sold on the over-the-counter market, and on exchanges" 15%, however, it is the stock market where more qualitative, the most important securities determines the conjuncture and the development of the financial market.
Outstraight Market It has the following features:
1) many securities sellers (KB, investment funds, insurance companies, brokerage firms, enterprises);
2) there is no single course in identical securities;
3) trade in securities is carried out simultaneously at different points (on the street, in offices);
4) there is no single center organizing this trading;
5) There are no accurate prices about prices from various sellers, in different cities.
In Russia, investment funds and KB are currently operating in the over-the-air market.
Outdoor markets may be in the following forms:
1) simple auction markets
2) Continuous Auction Markets
3) dealership markets
The main characteristics of the secondary market:
1) Depth is determined by the amount of demand or suggestion
2) width with each specific price level
3) resistance level
Resistance characterizes the price range in which market participants are ready to buy or sell securities. The wider such a range, the greater the likelihood that the market will be liquid. The more persons want to buy or sell a valuable paper at a specific price, the larger the volume of their applications, the wider and deeper the secondary market.
Participants in the secondary securities market, The stock market can be divided:
1) by the nature of economic behavior
a) the state;
b) population;
c) commercial organizations - are divided into financial (KB, Investment Banks, Insurance Funds, Investment Funds, Pension Funds) and nefinasy AO.
2) in terms of professionalism - There are professional institutions licensed and unprofessional
3) by types of securities
4) in relation to the citizenship of a particular country
Questions for self-control
1. Give the definition of the security.
2. In what form can be the securities?
3. List the properties of securities.
4. What degrees of reliability of securities exist?
5. What types of securities are in circulation in the Russian Federation?
6. What are derived securities?
7. Describe corporate securities.
8. What is the difference between the shares from the bond?
9. Why does the campaign depends?
10. Name the types of government securities.
11. Give the characteristics of the bill.
12. What is the difference between a simple and transferable bill?
13. What are the functions of the bill?
14. Name the participants in the securities market.
15. Who can be the issuer of securities?
16. Name the composition of investors.
17. How is the issue and placement of securities?
18. Give the characteristic of the primary and secondary securities market.
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