Shares of the joint stock company. JOINT STOCK COMPANY (AO) What shares do not accommodate joint stock company

Joint-stock company (abbreviated JSC) is the type of enterprise, in the organization of which the owner has a number of issues, to solve the help of a lawyer. In particular, it concerns the types of shares that must accommodate the owner in the authorized capital. The announced shares are in particular the type of shares that need more detailed study, but if competent management can bring great benefits for the founder.

Capital must contain 2 types of shares: declared and posted.

The enterprise in the form of a joint stock company is obliged to have a charter in which several mandatory shares are present. The owners of the enterprise (they are the founders) should have in their capital two types of shares: posted and declared. The charter recorded the placed shares, namely their number, as well as the cost.

From these shares is formed by the authorized capital of the enterprise. According to the acting, shares are distributed among the founders. However, there are certain limitations here: for open-type enterprises, the total amount of all distributed shares is at least 1000 times the minimum wagon at the time of release, and for the closed enterprise, 100-fold minimum wage.

The declared complement the main promotions: they can be placed in solving that it is necessary to increase the cost of authorized capital. This happens if additional shares are placed or securities are converted. It is worth noting that since the announced shares are an addition to the already valid, the additional stocks themselves are fixed only within the already declared.

Procedure for posting additional and declared securities

Not all announced shares can be submitted to placement!

At the moment there are several ways to place additional and respectively declared valuable stocks in the enterprise. Among them are distinguished ways such as:

  • Through the meeting of all shareholders of the enterprise, which in the course of the discussion will affect the joint decision to increase the value of the authorized company;
  • Then the algorithm itself and stages of the placement of promotional papers itself are directly developed (here it is necessary to recall that additional shares are placed within the boundaries of the already announced);
  • Then there is a preparation and registration of emission projects (it occurs in regional or municipal divisions of the Ministry of Finance of the Russian Federation);
  • The final issue of securities to the stock market.

Be sure to note another number of important points. Not all shares that are declared and are available within the same company, it can be submitted to placement - this can be done only with their in some number. In addition, the owners of the enterprise in the form of a joint stock company are entitled, according to the legislation of the Russian Federation, changing the company's charter and the number of declared securities itself is unlimited.

It is worth noting that the Charter always regulates such adjustments to the founders, and in addition, it can determine the normalized number of securities that can be placed in the future. In this case, it all depends on rationality when making decisions of the Council of Founders.

The fact is that the suspicion may cause a situation if a small JSC announces a production of a million shares. Or in the case when the number of founders is quite large, and the joint stock company refers to the open type of the enterprise, it is rationally to produce a small number of such securities, but at the same time with a high nominal value.

At the same time, there are certain criteria that argue the issuance of a certain number of declared shares:

  1. The authorized capital of the company and its size;
  2. Type of JSC;
  3. Number of founders and shareholders;
  4. Prospects of the enterprise;
  5. Financial situation;
  6. Risk assessment of new directions of development;
  7. Industry;
  8. Geographical location;
  9. Branches of the company and representative offices.

When making a decision, the founders in the complex consider these criteria, and then based on such an analysis, determine the number of shares subject to release.

Announced shares in their quantity are either equal to whether the remaining promotional secretions of JSC exceed.

The criteria for the issued shares of the announced shares and the procedure for their release are discussed in detail. It is important that the announced shares on their quantity is either equal to whether the remaining promotional paper AOs exceed. On average, the company in the form of a joint stock company provides for the number of declared shares, which is 15 thousand units.

This type of promotional papers is not documented, however, when coordinating their issuing, information on their total number, nominal value and mandatory fixation conditions on the market must be provided.

In other words, it can be said that under the concept of "declared shares" do not imply a certain one. This is essentially the right to emission, which is defined in the Charter of the JSC. That is why there are always additional shares on the deadlines earlier than the announced. The final decision on the fact that it is necessary to release the declared securities, as noted earlier, adopts the Board of Directors of JSC: the voting is taking into account the opinion of the majority.

In the same way, a decision is made on the algorithm and the procedure for the design and release of this type of shares. Their number and nominal size are also determined by the means of voting founders.

In order to avoid most of the conflict situations when making a decision, most enterprises are developed by special provisions that regulate issues on issuing declared shares, which makes it possible to refer to the document when voting the Council. This is especially helped, given the fact that the decision of cases in the joint-stock company can last for a long time due to its structure. That is why the provision of broader powers to the Board of Directors can increase the efficiency of JSC (of course, this happens only with the consent of shareholders).

Conversion is one of the most important processes managed by a joint-stock company. With it, it is possible to place additional shares within the boundaries of the securities declared for further displacement. At the same time, the exchange of securities on the announced shares can occur only in accordance with their category.

In addition, another feature of the announced type of shares is the formation of subscription capital. In this case, the shares are distributed, and then record them on the total amount of this capital (declared).

In order to further make changes to the Charter of JSC, which regulates the nominal and the number of declared shares, it is necessary to conduct a general meeting of shareholders (the Board of Directors has no authority to solve this issue). Thanks to this note, the shareholders themselves have a guarantee of obtaining emissions with the further acquisition of declared shares. The Charter may also include the basic rules when placing these shares in order to increase the efficiency of JSC.

If founders and shareholders decided to reorganize an AO issuer, then information about their categories, nominal and quantities should be provided in the relevant documents. Information about the algorithm for their placement is also entered.

In general, all questions on the placement of this type of shares must be adopted in accordance with the decision of the majority of shareholders, since they are more dependent on them. However, there is already a question of confidence in the Board of Directors. In practice, if the shareholders fully trust the founders, they can give a decision on this issue to their responsibility, or consolidate these moments in the Charter of AO or accompanying provisions.

Thus, the announced shares are an integral part of the processes occurring within the framework of a closed or open joint stock company. Many questions on this type governs the general meeting of the participants of the Company, however, due to the complex management structure, some enterprises make exceptions. This happens in order to increase the efficiency of the enterprise and making important decisions.

Video about the types of shares:

This article will consider the foundations and rules for the conclusion of the contract of sale of shares, with the disclosure of the concept of "the right of preferential purchase" until the change in the register changes.

The legal sphere of the sale and sale of shares regulates the Federal Law "On Joint-Stock Companies" dated December 26, 1995 No. 208-FZ (hereinafter - the Law on JSC) and the CHAPTER 30 of the Civil Code of the Russian Federation.

Considering that the process purchase stocks Applicable general rules of civil law of the Russian Federation on purchase and saleIt is advisable to conclude a preliminary contract for the sale of shares before the main purchase or sale of shares.

* According to the general rules, a preliminary contract for the sale of shares contains all the essential conditions of the main contract, i.e. Name of the Seller and Buyer, the name and number of shares, categories (types) of shares, the State Registration Number of the Shares, the subject, the price, form and payment period. It should be noted that the current legislation of the Russian Federation does not provide other essential conditions for the sale of shares.
* According to Art. 7 of the Law on JSC Shareholder of the Company, who intends to sell its shares to a third party, is obliged to inform the other shareholders and itself in writing, indicating the price and other conditions for the sale of shares. The notification of shareholders of the Company is carried out through society. Unless otherwise provided by the Charter of the Company, the notice of shareholders is made at the expense of the shareholder, intended to sell its shares.

It is important that the notice sent to society and shareholders only notifies the intention to sell the shares to a third party and does not express the shareholder's will on the sale of other shareholders of the Company and / or society itself. At the same time, legislation does not contain provisions that would oblige shareholder to sell shares to those shareholders who expressed consent to their acquisition and is not seen that the person who has gained shareholders about the intention to sell shares is obliged to conclude a sales contract with the shareholder who declared their use preferential law.
* Since neither the Civil Code of the Russian Federation nor the Federal Law "On the Securities Market" does not establish compulsory requirements for the form and content of the Agreement of Shares, as a document confirming the commission of the sale of shares will be a gear disposal. Records about the transfer of property rights to securities (shares) are entered into the registry, including when presenting a gear disposition. When entering into the parties to the oral agreement of the sale of shares, the signing of a transfer order with all significant conditions of the transaction indicates the execution by the seller of its obligation to transfer shares to the buyer at the oral deal.

Conclusion of the contract of sale of shares with different specification

The various specification of the purchase and sale of shares provides cases contained in judicial practice and having a double understanding of the current legislation.

* Article 25 of the Federal Law "On Joint-Stock Companies" dated December 26, 1995 No. 208-FZ contains the concept of a "fractional action", namely, if the preemptive right to acquire shares sold by the shareholder of a closed society, in the implementation of the preemptive right to purchase additional shares, As well as with the consolidation of shares, the acquisition of a whole number of shares is impossible, part of the shares (hereinafter - fractional shares) are formed.
According to the letter of the FCCB of the Russian Federation, fractional shares are formed in cases where the acquisition of a whole number of shares is impossible, namely:

  • in the implementation of the preemptive right to acquire shares sold by the shareholder of a closed society;
  • in the exercise of the preemptive right to purchase additional shares;
  • when consolidating stocks.

The list of cases in which fractional shares are formed is exhaustive. Fractional action is drawn as a whole share. In case the person acquires two or more fractional shares of one category (type), they form one whole and (or) fractional action equal to the sum of these fractional stocks.

Consequently, if the contract of sale of shares contains a condition about a fractional stock, but such an action was not formed in the manner clause 3 of Art. 25 of the Law on JSC by its separate accounting, then the contract in terms of fractional stock is recognized as notionless.
For example: if the contract for the sale and sale of shares is provided for sale of 350.45 ordinary registered uncertified shares of the Company, and at the very AO, there is no separable accounting of a fractional action (0.45), then the contract of sale in terms of fractional action (0.45) will be Recognized unsuccessful.

  • The conclusion of a contract for the purchase and sale of shares to acquire their seller in the future is relevant legislation.
    Given that the rules for the sale and sale of shares occur according to the rules of civil law, the transaction for shares, which will be acquired later (in the future), does not contradict the requirements of the law on JSC.
  • The transaction is negligible when purchasing OUR Own shares in the order of privatization in federal property.
    In accordance with the Federal Law of December 21, 2001 No. 178-FZ "On the privatization of state and municipal property", AO cannot be buyers of their shares, their shares in the authorized capital privatized in accordance with the Federal Law.

Consequently, the AO is not entitled to buy in federal ownership of the campaign, the issuer of which is the AO itself, and the sale of which is carried out in the process of privatizing state property, the contract of sale of shares through a public proposal will be an insignificant transaction on the basis of Art. 168 Civil Code of the Russian Federation as a transaction that does not comply with the requirements of the law.

In addition, this transaction will disrupt the provisions of paragraph 2 of Art. 72 of the AO Law, according to which society is not entitled to make a decision on the acquisition by the Company's society, if the nominal value of the shares of the Company in circulation will be less than 90% of the authorized capital of the Company. Such a deal is also insignificant.

Partial shares deal

In accordance with the Federal Law of April 22, 1996 No. 39-FZ "On the securities market", the rights of owners on emission securities of the non-documentary form of release are certified by entries on the personal accounts from the registry holder and arise from the receipt of profitable records on the personal account of the acquirer.

Thus, in itself, the conclusion and execution of the contract for the sale of shares without the holder of the register of shareholders provided for by the Law on the fixation of rights per shares in the meaning of paragraph 1 of Art. 223 Civil Code of the Russian Federation does not generate the ownership of the buyer.
Consequently, the transaction of the purchase and sale of shares, executed in terms of payment, but without making an entry on the personal accounts of shareholders, does not generate rights to such shares.

Cases of preservation of ownership of shares for the seller

* As mentioned above, the rights of the owners on emission securities of the non-documentary form of release are certified by entries on the personal accounts from the registry holder and arise from the receipt of profitable records on the personal account of the acquirer. It should be noted that the sale of shares is subject to the general provisions on the purchase and sale provided for by civil law.

In accordance with Article 491 of the Civil Code of the Russian Federation in cases where the purchase and sale agreement provides for the ownership of the goods transferred to the buyer, the goods are preserved for the seller before paying the goods or the onset of other circumstances, the buyer is not entitled to the transition to his right to align the goods or dispose of It is different, unless otherwise provided by law or contract or does not follow from the appointment and properties of the goods.

In cases where in the period stipulated by the contract, the transmitted goods will not be paid or no other circumstances, in which the right of ownership passes to the buyer, the seller has the right to demand the goods from the buyer, unless otherwise provided by the contract.

However, in the field of purchase and sale of shares, the main thing is to account for rights to securities in the registry system, i.e. A certain action of the registrar to make an entry into the registry, and according to the requirement to return shares based on the provisions of Art. The 491 Civil Code of the Russian Federation cannot be satisfied due to the impossibility of applying this provision to legal relations on the purchase and sale of uncertified shares.

Thus, the implementation of the transaction of the sale of shares is an exception in the norms of Art. 491 of the Civil Code of the Russian Federation on the preservation of ownership of the seller and the provisions of its article are not applied to the legal relations of the parties arising from the contract for the sale of uncertified shares.

The right to prefer the purchase of shares in CJSC

To eliminate the various interpretations of legislation, consider the right to prevail the purchase of JSC's shares in the alienation of the shares by the participant of this company.
* Shareholders of the CJSC enjoy the advantage of the acquisition of shares sold by other shareholders of this company, at the price of the proposal of a third party in proportion to the number of shares belonging to each of them, if the Company's Charter does not provide for another procedure for the implementation of this right. The charter of a closed society may be provided for the preemptive right to acquire shares sold by its shareholders if the shareholders did not use their preemptive right to acquire shares.

Of course, the preemptive right to acquire shares of CJSC is valid when the participant of this company is alienated only under the sale contract, i.e. The law indicates how to sell. Other ways to implement the shares of CJSC, such as a contract of exchange or a contract of donation by law are not provided.

Consequently, due to the direct indication of the law, the right to prevail shares in the CJSC belongs to shareholders exclusively on transactions related to the implementation of such shares on the basis of the sale agreement.

According to the legislation, when a shares in the authorized capital of another society, which is not a buyer, this transfer of shares is not recognized by the purchase and sale of shares.

Given the uniform judicial practice, the preemptive right to acquire shares arises only in the alienation of shares by selling and does not apply to the transfer of shares by making them to the authorized capital of another society.

When selling shares at bargains held during the bankruptcy proceedings, the preemptive right to acquire shares can be implemented by a shareholder by participating in trading and statements about the consent to acquire shares at a price formed during the trading.

As part of the bankruptcy procedure, the preemptive right to acquire shares applies to cases of their implementation.
Consequently, when selling shares at trades during competitive proceedings, it is necessary to inform the other shareholders of the Company in writing.

In accordance with Art. 126 of the Federal Law of October 26, 2002 No. 127-FZ "On Insolvency (Bankruptcy)" From the date of adoption by the Arbitration Court, the decision to recognize the debtor bankrupt and on the opening of the competitive production of transactions, which are associated with the alienation of the debtor's property or entail the transfer of its property to third parties to use, is allowed only in the manner prescribed by the Bankruptcy Law.

Article 131 of the Bankruptcy Act provides that all the property of the debtor, which is available on the date of opening the competitive production and detected during the competitive production, is a competitive mass.

The shares of another society belonging to the Company, which is in the bankruptcy stage, are part of the property of this company and, therefore, their alienation is subject to a special procedure established by bankruptcy law to implement the property of the person recognized as insolvent (bankrupt). Other procedure is not subject to use.

Bankruptcy legislation does not provide for the possibility of the influence of shareholders of the Company whose shares are alienated by one of the participants recognized bankrupt, the conditions and procedure for the implementation of the Bankruptcy Property. Such realization of property occurs within the framework of a bankruptcy case.

Based on the foregoing, in the event of the shares of CJSC within the framework of the bankruptcy case, the person who owns such shares is subject to the application of bankruptcy law, and the predominant right of shareholders of the CJSC for the acquisition of such shares does not apply.

As part of the enforcement proceedings, the preferential right to acquire shares applies to cases of their implementation.

In the sale of shares of a closed joint-stock company at the trading held under the enforcement proceedings or during the bankruptcy proceedings, the preemptive right to acquire shares can be implemented by the shareholder of a closed joint-stock company by participating in the auction and statements about the consent to acquire shares at a price formed during the trading.

According to paragraph 5 of Art. 7 of the Law on JSC Bid Organizer When selling shares at trading in an enforcement proceedings, it is obliged to send a notice of trading at least thirty days before they are conducted, with compliance with the provisions of Art. 448 Civil Code of the Russian Federation.

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*Joint-stock company - the form of business organization, separated from specific persons who own business, the authorized capital of which is formed by issuing (emissions) and selling simple and preferred shares.

The status of a joint stock company makes sense to receive firms with a large size of the necessary authorized capital, i.e. Firms dealing with large-scale production or trade in products of a wide range. So, it makes sense to organize a business in the form of joint-stock companies in retail and wholesale trade, automotive, steel industry, production of metal structures, electrical equipment, construction. At the beginning of the nineties, with universal economic illiteracy, the form of JSC was taken by hairdressers and firms to repair shoes, which caused hysterical laughter from economists.

Unlike individual business and partnerships, the objects of ownership of the shareholder and the joint-stock company itself do not coincide.

* Assets - all financial, material and intellectual resources that are owned by the economic entity.

Thus, in joint-stock companies, shareholders manage financial assets, and the joint-stock company in the person of the Board of Directors - material assets. At the same time, the shareholder has no right when selling shares to take part of a joint venture and financial assets of a joint stock company. He gets an approximate value from the buyer of his shares.

Joint-stock company can be created by one or more physical and / or legal entities. Joint stock companies are two species: open (OJSC) and closed (CJSC). Shares of JSC sold on the securities market to any wish to buy their face. Shares of CJSC are distributed among the limited, predetermined circle of persons. If the shareholder of CJSC wants to sell its shares, first it must for a certain time (1-2 months, a specific period is specified in the constituent documents) to offer them to other shareholders. Those. Shareholders of the CJSC have a predominant right to acquire its shares. If you have no wishes to buy stocks among shareholders, they are bought by the CJSC itself and puts on the balance. During this year, after this point, CJSC should sell them on the open market. The number of shareholders of the CJSC should not exceed fifty. In case of exceeding CJSC, it should be reorganized into JSC. In the English-language countries of the JSC are called corporations (denoted by Corp.), And CJSC inforid societies (abbreviated -inc.).

The authorized capital of joint-stock companies consists of a declared number of ordinary and preferred shares specified in the charter, the nominal value of which is more than ten. *Nominal value - the cost of the valuable paper indicated on the par (its front side). Within three months from the date of registration, at least 50% of the authorized capital should be made, by the end of the year after registration - 100%. Joint-stock company at any time by decision of the shareholders' meeting may increase or decrease the authorized capital. In this case, new data on the amount of authorized capital is introduced into the constituent documents of the JSC (Charter and / or Constituent Agreement). These changes are registered in the tax inspectorate.

Securities of joint stock companies

Securities of joint stock companies are two species - stocks and bonds.

Stock. Shares:

BUT. * Simple (ordinary) shares - securities certifying that their owner has made a certain (monetary, material, in the form of property rights or use, intellectual ... in monetary assessment) Contribution to the authorized capital of AO and has the right to manage AO and receive income - dividend.

Owners of ordinary shares have the following rights:

1 Group - Property Rights:

1. The right to receive dividends. The dividend rate (the ratio ratio to the nominal value in percent) of ordinary shares is not fixed. It is established every year at the general meeting of shareholders. The meeting can make a decision without paying dividends in certain years (sometimes for many years in a row), and it is completely legal. Thus, the right to dividends may not be implemented at all, or shareholders can receive very modest dividends (for example, 10 rubles per share on average per year).

2. The right to receive a part of the AO property after its liquidation. At the same time, the JSC first pays to creditors (including with the owners of bonds, and only last time - with the owners of ordinary shares). The property is distributed in accordance with the number of shares from the shareholder (with the nominal value of all shares of the same).

3. The right to freely buy or sell the action, but do not impose it to the joint-stock company for payment. This means that the shareholder is not a lender of the joint-stock company, but its owner.

2 Group - Informational rights:

1. The right to familiarize with the prospectus of the issue (release) of securities. * Emission prospectus - This is a document that JSC must register when planning the issue of securities. It indicates: type of securities, number of securities, the size of the emission, the objective of the issue (if these are bonds) and other information.

2. Right to acquaintance with the annual balance of JSC. At the same time, the shareholder has the right to receive it a copy of the amount not exceeding its production.

3 Group under the conditional name "Personal Rights".

1. The right to be included in the register of shareholders. * Shareholder Register - the magazine that provides a list of AO shareholders for a specific date. Opposite the surname / names of the owner, its address, type of action, the number of shares, the nominal value of the shares is indicated. The registry is a document confirming that the shareholder is such. Since in our country, joint-stock companies manipulate registers (sometimes two - three registers for different purposes), when buying shares, it is necessary to require an extract from the registry. Only its presence (and not the presence of acts of shares) allows the shareholder to realize its rights. The registry can conduct the joint venture itself, as well as * Specialized registrars -Professional participants in the securities market, the function of which is the maintenance of registers of various species.

2. The right to participate in shareholder meetings personally or through a representative. Abroad, where high sprays of shareholders, the practice of Internet voting is very common (or by email using digital signature, or on the Internet form on the JSC website). In our country, the first Internet voting has passed several years ago. Organized him with Gazprom. Nevertheless, still, the Internet voting in our country is uncommon.

3. The right to dispute the decisions of the AO in the AO itself, the court and the arbitration court.

4. The holders of 10% of ordinary shares can convene a meeting of shareholders, as well as initiate an inspection of financial activities of JSC

B. *Preference shares - . Securities certifying that their owner has made a certain (different types in monetary assessment) contribution to the authorized capital of JSC, has the right to receive dividends at a fixed rate, regardless of the amount of profit of JSC, but (unless otherwise indicated in the Charter) has no right on management of joint-stock company.

The cumulative nominal value of preferred shares should be more than 25% of the authorized capital.

The owners of preferred shares have the following rights:

    Unless otherwise indicated in the Charter, preferred shares do not give voting rights at the shareholders meeting, with the exception of the issues on the reorganization or liquidation of the joint-stock company, as well as amendments to the charter and additions relating to the rights of owners of preferred shares. In Russia, in contrast to economically developed countries, the majority of joint stock companies provided the owners of preferred shares the right to vote on all issues.

    The dividend rate is fixed, is established when issuing preferred shares and does not depend on the amount of profit of the joint-stock company. If the profit from AO is, but it is not enough to pay dividends to the owners of preferred shares, then dividends on them are paid from the Reserve Fund. Dividends on privileged shares are paid after interest payments on bonds, but before the payment of dividends on ordinary shares.

    With non-payment of dividends on privileged shares, their owners receive the right to vote on all issues of the shareholders meeting. This does not concern cumulative preferred shares, which unpaid dividends accumulate and pay together with dividends for a certain year.

    In the elimination of JSC, the owners of preferred shares receive their share in the property of the AO (in proportion to the number of shares available) to the owners of ordinary shares.

It is forbidden to produce all types of shares to cover losses and pay dividends from the authorized capital (which made MMM JSC and that, according to the laws, it was quite legal).

There are three types of valuation of shares:

    Nominal value - the share price indicated on its front side (par).

    The price of placement is the sale price of the issue of shares. If the placement price exceeds the nominal value, then the joint-stock company receives emission income equal to their difference. Part of the emission income or its entire amount can be paid to the founders of the JSC in the form of founding profits. In our country, the first issue of shares must be redeemed at a price of equal or greater nominal value. As a rule, the ransom occurs at face value, so we have emission income and, consequently, founding profits can only be obtained from the second issue of shares.

    Course cost - the price of shares on the open market of securities.

There are three types of shares packages focused in the hands of one individual or associated (group of shareholders voting similarly on all issues or generating consciously general policies):

      The controlling package is such a number of shares focused on one individual or associated shareholder, which allows you to dictate its will to the joint-stock company. The controlling package is two species - absolute and relative. The absolute control packet is 50% of the shares plus one or more. The relative control package has no definite size. It is formed if the shareholders have a large number, a lot of small shareholders and they are scattered around the country. In this case, a small part of shareholders comes to the meeting. Those shareholders that most at the meeting and the number of which are sufficient for eligibility to make decisions possess the relative controlling stake. Thus, the size of the relative controlling package may vary from 1 (and even less!) To 50%.

      The blocking package is such a number of shares focused on one individual or associated shareholder, which allows blocking certain decisions of the joint-stock company. The exact boundaries of the blocking package does not have, it depends on the number of those present, on which percentage of votes the solution is made and from the defold votes of shareholders and their various groups. Its size may vary from several percentage of up to 50%. For example, the decision on the liquidation of AO should be made (according to the Federal Law "On Joint-Stock Companies") one hundred percent of the votes. Any small shareholder owning 0.1% of the shares can block this decision.

      Minoritarian package is a very small package. Shareholders owning small packages are called minority.

Registration of the sale and sale of shares is drawn up by filling out the form of a certificate of shares. * Shares certificate - a document indicating that the physical or legal person specified in it owns a certain number of shares of a certain type of such a joint stock company. Now many of the shafts of stocks are not released, so., Stocks exist in the form of records in the certificate, as well as records for depot accounts in specialized depositories. On the turn of the shares certificate there are gear disabilities (usually six). If the shareholder wants to sell the action, it fills the appropriate transfer inscription. The transaction is fixed in a specialized depositary (which keeps data on securities owners, precisely according to depositories, registrars account for shareholders register).

Dividends on ordinary and privileged shares can be paid once a quarter, six months or year. Dividends can be paid in the following forms: monetary, shares of this JSC, goods of this JSC, warrants. * Warranta - a document confirming the right to acquire securities of JSC at a reduced price.

The payment of dividends in cash is made: checks, money transfer for the current account of the shareholder (including card), postal translation (quite often), personally at the notice canal.

BONDS. *Bond - Dolgovny securious paper with fixed income (which is called the percentage), which does not allow the rights to participate in the management of the joint-stock company. The bond issues a bond loan relationship with a joint-stock company. Because The bond is a creditor of JSC.

Types of bonds:

Joint-stock company can produce bonds only if buyers have bought and paid all the issued shares. The total nominal value of the bonds should not exceed the authorized capital of JSC or the value of the provision provided by third parties (for example, the firm - the counterparty of the joint-stock company ensures its bond issue by the building of one of its workshops).

The interest rate on bonds is fixed, the percentage itself is paid with the declared regularity, regardless of the availability and size of the profits. If the profit is not enough, the percentage is paid from the Reserve Fund.

Management of joint-stock companies

Joint stock companies have three main governments - the meeting of shareholders, the Board of Directors and the Board. Consider their composition and functions.

In the meeting of shareholders, all shareholders who have the right to vote are involved. The meeting is going to at least once a year. Shareholders' meeting solves the following questions:

Adoption and change of charter and authorized capital,

Election of members of the Board of Directors,

Approval of the annual results of JSC, the creation and elimination of subsidiaries,

The distribution of profits on dividends and investments (while the limit rate of the dividend rate is established by the Board of Directors, and the size itself, which may be more or equal to this percentage, is established by the shareholders meeting).

Only shareholders can be members of the Board of Directors (usually owning large stake packages) or their representatives (on notarized power of attorney). Directors elect for two years with the right of re-election. The Board of Directors solves the following questions:

Determining the priority areas of AO activities (the definition of all directions is made by a meeting of shareholders),

Convocation of shareholders meetings

Using the property of JSC,

Creation of branches and representative offices

Conclusion of transactions, acquisition and alienation of property on behalf of JSC.

The Board of the AO consists of members of the Board of Directors and managers of divisions and services of the company (chief engineer ..., heads of workshops, etc.). The Board is usually going once a week and solves the issues of operational management.

Joint Stock Company (AO)a commercial organization is recognized, the authorized capital of which is divided into a certain number of shares. The members of the joint-stock company (shareholders) bear the risk of losses combined with the activities of the Company, within the value of the contributions belonging to them and are not responsible for its obligations.

The legal status of joint-stock societies during their creation was regulated mainly by the Regulations on joint-stock companies (approved by the decision of the RSFSR of December 25, 1990 No. 601) and a series of decrees of the President of the Russian Federation and other subtitle acts operating in the part that did not contradict the provisions of Part 1 Civil Code of the Russian Federation.

Federal Law dated December 26, 1995 No. 208-FZ "On Joint-Stock Companies", enacted from January 1, 1996, significantly changed the entire legal field in the field of corporate relations. After that, there was a difficult situation in terms of the interaction of the norms of various legal acts. The regulation of corporate relations for joint-stock companies created during the privatization is particularly difficult. For such joint-stock companies, the norms of the Model Charter continue to operate, approved by the Decree of the President of the Russian Federation No. 721 of July 1, 1992, but they stopped the provisions of the JSC's Charters, which contradict the provisions of the Law on Joint-Stock Companies.

Joint-stock company is considered to be created as a legal entity since its registration. Society is created without limitation, unless otherwise established by its charter.

The Company is responsible for its obligations to all owned property, but does not respond to the obligations of its shareholders.

The society has its own brand name, which should contain an indication of its organizational and legal form (closed joint-stock company or an open joint-stock company). The Company has the right to have a full and abbreviated name in Russian, foreign languages \u200b\u200band the languages \u200b\u200bof the peoples of the Russian Federation.

Joint-stock company can be open or closed, which is reflected in its statute. Shareholders of an open society can alienate the shares belonging to them without the consent of other shareholders of this company. Such a society has the right to hold an open subscription to the promotions produced by him and their free sale. Open Society has the right to hold a closed subscription to the promotions produced by him. The number of shareholders of an open society is not limited.

Joint-Stock Company, whose shares are distributed only among its founders or another predetermined number of persons is recognized by the closed society. Such a society is not entitled to conduct an open subscription to the stock produced by him either otherwise offer them for the acquisition of an unlimited circle of individuals.

In accordance with the law, the number of shareholders of the Closed Joint Stock Company should not exceed 50 people. This norm does not apply to closed joint-stock companies established by 01.01.1996.

Shareholders of a closed society have the preemptive right to acquire shares sold by other shareholders of this company. The charter of a closed joint-stock company may provide for the preferential right of society to acquire shares sold by shareholders. The implementation period of preferential law can not be less than 30 and more than 60 days.

The Law "On Joint-Stock Companies" establishes that all JSC, created with the participation of the state or municipality, can only be open.

Joint-stock company can be created with the help of an institution again or by reorganizing a working legal entity (merger, attachment, separation, discharge, transformation). The decision on the establishment of the Company is made by the Constituent Assembly. The number of founders of an open society is not limited. Society can be created by one person.

The Founders of the Company conclude a written contract with each other, which establishes the size of the Company's share capital, categories and types of shares to be accommodated among founders, the size and procedure for their payment, the rights and obligations of the founders for the creation of society.

The charter of any joint-stock company must contain the following information: branded name, location and type of society (open or closed); quantity, nominal value, categories (privileged, ordinary) shares and types of preferred shares posted by society; shareholder rights, the size of the authorized capital, the structure and competence of the Company's management bodies; The procedure for the preparation and holding of the general meeting of shareholders with the list of issues, the decision on which is adopted by the Company's management bodies by a qualified majority of votes or unanimously; information about branches; Other provisions provided for by the Law "On Joint-Stock Companies" (for example, restrictions on the number of shares belonging to one shareholder and their total nominal value or maximum number of votes provided to one shareholder).

Joint-stock company can be transformed into a limited liability company or production cooperative.

Joint-stock company may be eliminated voluntarily or by the court decision on the grounds provided for by the Civil Code of the Russian Federation.

The authorized capital of the Company is drawn up from the nominal value of the Company's shares. The Company has the right to place ordinary shares, as well as one or more types of preferred shares. The nominal value of placed preferred shares should not exceed 25% of the authorized capital. When establishing society, both closed and open, shares must be placed only among the founders. At the same time, all the shares of society are registered.

The minimum authorized capital of an open society is at least a thousand-year sum of the minimum wage at the date of registration of the Company, and a closed society - no less than the current amount of the minimum wage determined by federal law.

Societies have the right to place additionally to the placed shares (these are the so-called declared shares) the appointed number of shares. At the same time, the rights provided by shares of society of each category (type), which it places.

The general meeting of shareholders may decide to increase the authorized capital of the Company, firstly, by increasing the nominal value of shares; Secondly, by placing additional shares.

Additional shares can be distributed by society only within the number of declared shares determined by the Company's charter.

Owners of various shares have different rights. Ordinary shares give the right to shareholder to participate in the general meeting of shareholders with the right to vote, as well as the right to receive dividends, and in the event of liquidation - the right to receive a part of the property of society.

The owners of privileged shares of the Company do not have the right to vote at the general meeting of shareholders, but they define a specific amount of dividend in the charter. However, when solving certain issues, they have the right to vote (for example, when making a decision on changing the Company's Charter or when changing the size of the dividend).

In May 1998, the Government of the Russian Federation adopted a Resolution No. 487 "On approval of the Regulations on the Specialized Auction Auction in the State and Municipal Property of Open Joint-Stock Companies established during the Privatization process." This provision determines the procedure for conducting a specialized auction, the conditions for participation in it, the form of submission of applications, the procedure for determining the winners, as well as the procedure for calculating the acquired shares.

The joint stock company has the right to produce bonds that give its owner the right to demand the repayment of the bond on time.

Payment of the Company's shares can be carried out with money, securities, other things or property rights that have a monetary assessment.

The Society creates a reserve fund in the amount provided by the Company's charter, but at least 15% of its authorized capital. This fund is formed by mandatory annual deductions until it reaches the size established by the Company's Charter. The size of annual deductions is determined by the charter, but it should be at least 5% of net profit. The reserve fund of the Company is designed to cover its losses, as well as for the issue of shares and bonds of society.

The formation of a special profit of the Special Fund of Society of Society Employees is allowed. Its funds are spent exclusively for the acquisition of shares of the Company sold by the shareholders of this company.

The agreement on the creation of a people's enterprise, in addition to the information specified in the Federal Law "On Joint-Stock Companies", must contain the following:

1) information on the number of shares of the national enterprise, which can own at the time of creating a national enterprise:

a) every employee who decided to become a shareholder of the national enterprise;

b) each participant of the transformed commercial organization that is not its employee;

c) every individual who is not a participant in the transformed commercial organization, and (or) a legal entity;

2) a monetary assessment of shares (shares, shares) of a transformed commercial organization;

3) conditions, deadlines and procedure for redemption by the national enterprise of the folk enterprise shares at his shareholders;

4) An indication of the form of payment of shares of the national enterprise or the procedure for sharing shares (shares, shares) of a transformed commercial organization for the promotion of the national enterprise by each shareholder at the time of the creation of a people's enterprise.

The people's enterprise has the right to release only ordinary shares. The nominal value of one share of the national enterprise is determined by the General Meeting of Shareholders of the People's Enterprise, but not more than 20% of the minimum wage established by federal law.

In this way, people's Enterprise (NP)- This is a type of a closed joint-stock company, in which employees should always belong to more than 75% of the authorized capital, and non-balance workers can be no more than 10% of the list of all working. At the same time, one employee-shareholder cannot belong to more than 5% of the total number of shares.

In connection with these restrictions, a shareholder worker at his dismissal is obliged to sell, and the enterprise is obliged to buy the shares belonging to it. An employee of the shareholder can sell not more than 20% of the employees of the national enterprise during the year.

The law on the national enterprise is expanding the rights of the shareholder's employee in the field of real participation in management, providing the right to vote in solving a large number of issues in general meetings of shareholders regardless of the number of shares belonging to it. When solving such particularly important issues as the definition of priority activities, the redemption value of the shares, the liquidation of the people's enterprise, vote on the principle of "one action - one voice".

Employment of individual categories of employees of the people's enterprise occurs as follows:

1) newly adopted workers are endowed with shares not earlier than after 3 months and no later than 24 months after the date of admission to work; have the opportunity to buy shares from the national enterprise and (or) of his shareholders;

2) shareholder employees are endowed with shares for free in accordance with the personal labor deposit in the results of the national enterprise for the past fiscal year; have the opportunity to buy shares from NP and (or) its shareholders;

3) General Director, his deputies and assistants, members of the Supervisory Board and the Control Commission, if they are NP employees, are endowed with shares free of charge in accordance with the personal labor contribution to the results of NP's activities for the past fiscal year; The purchase of shares from NP shareholders and NP itself is not allowed.

The creation of folk enterprises fully corresponds to the interests of hired workers, as they, in addition to wages, are obtained in NP for free more and stocks. For a similar reason, it is beneficial to the creation of NP and employees who have a small number of shares of the transformed joint stock company.

The most common type of securities in the Russian Federation is an action.

According to the Federal Law of the Russian Federation "On the Securities Market" of April 22, 1996 No. 39-ФЗ, under the action it is understood as "Emisy Securities Consolidating Rights of its owner (shareholder) to receive a part of the profits of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company society and not part of the property remaining after its liquidation. " / 2, p.31 /

In the book "Securities and Stock Exchange" edited by Lyalina P.A. and Vorobyva P.V. The action is characterized as a valuable paper, which indicates the introduction of certain funds to the capital of the joint-stock company, gives the right to the share of the property of the Company in the event of the liquidation of society and the right to receive an income called dividend. If the owner of the bond is the creditor of the issuer, which issued a bond, then the owner of the action (shareholder) is a co-owner of the joint stock company. " /19.Tra.48/

Cheskids B.M. In the book "Market of Securities and Exchange Case" gives a definition "Action is a share of valuable paper that certifies the fact of making funds to the issuer's capital, the right to the share of the issuer's property and the right to receive income." /42/01//01/

Signs of stock:

  • - enshrines a set of property and non-property rights subject to certificate, assignment and unconditional implementation in compliance with the law and order established by law;
  • - posted releases;
  • - equal implementation of rights within one issue, regardless of the acquisition time;
  • - can independently contact the market and be the object of sale and other transactions;
  • - serves as the owner of the source of income;
  • - acts as a kind of money capital.

The main characteristics of the promotion:

  • - does not have the time of handling;
  • - indicates the right of its owner to part of the property in the amount of the nominal value of the action;
  • - issued by joint-stock companies in various forms of ownership;
  • - the owner of the action has the right to receive a part of profits in the form of dividend;
  • - The owner of the action has no right to withdraw its part of the total capital of the joint-stock company. To get out of the participants of the latter, it can, by selling, conveying its shares by the legislative way.

Rights of shareholders - owners of ordinary shares of the Company:

Each ordinary share of society provides the shareholder - its owner is the same amount of rights.

Shareholders - owners of ordinary shares of the Company can 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 the liquidation of society - the right to receive a part of its property.

Conversion of ordinary shares to preferred shares, bonds and other securities are not allowed.

Rights of shareholders - owners of preferred shares of the Company:

Shareholders - owners of preferred shares of the Company do not have the right to vote at the General Meeting of Shareholders (unless otherwise established by law on joint-stock societies or the Company's Charter for a specific type of preferred shares). Nevertheless, the owners of preferred shares have advantages over the owners of ordinary shares in the distribution of profits and property in the event of the liquidation of society.

Preferred shares have a fixed dividend, the size of which is determined when issuing them. Calculations with the owners of preferred shares are carried out primarily before calculations with the holders of ordinary shares. In accordance with the Law on Joint-Stock Companies, the founders of the Company may expand the rights of shareholders - holders of preferred shares, since various types of privileged shares establish a different amount of rights, a different order of dividend payments and liquidation costs.

Owners of some types of preferred shares (for example, cumulative) received the right to participate in the general meetings of shareholders with the right to vote. However, this right is temporary, i.e. It stops from the moment the Company fulfills its obligations to pay dividends. Along with this, the owners of a certain type of preferred shares have permanent voting rights when discussing the general meeting of shareholders of individual legal issues.

Allocate various classifications of shares, depending on which classification feature is based on.

  • 1. From the point of view of the registration of owners, the shares distinguish:
    • - nominal;
    • - on bearer.

Nominal shares require to transfer to another hand lettering on the shaft certificate form. At the same time, the corresponding changes should be made in the accounting book (register) of shareholders. Only after that, all rights of the former shareholder are moving to the new shareholder.

Presenter shares can freely move from hand to hand without any record of the transaction. The new owner of the shares should make its shares only on the day of the census of shareholders so that dividends are listed on his name.

2. Depending on the form of release, the shares distinguish:

in the documentary (cash) form;

in a non-documentary (non-cash) form.

The stock market can contact both the actual stocks and their substitutes. Often, the shareholder is issued a substitute for a stock certificate. "The certificate of emission securities is a document produced by the Issuer and a certifying a set of rights to the number of securities specified in the certificate." 28, p.65 / The owner of securities has the right to demand from the issuer to fulfill its obligations on the basis of such a certificate.

"The certificate of action is a valuable paper that is evidence of the ownership of the person named in it by a certain number of shares of the joint-stock company." /28.Tr.66/ The shareholder is issued for a single certificate after full payment of shares. If a transaction of the sale of shares is performed, a transfer inscription is made on the certificate and a new certificate is issued. On each name certificate there is a place where it is indicated when and to whom the action is sold.

  • 3. In accordance with the mechanism of dividend payment and participation in the management of the joint-stock company, the shares are divided into:
    • - preferred (preferential);
    • - Ordinary (simple or ordinary).

Consider the main types of shares in more detail.

"Privileged (preferential) shares are shares called the right to receive a dividend-enshrined issue of the dividend emission - a percentage of the nominal value of the action - regardless of its exchange rate value." /28.str.66/ They are called privileged because the owners of these shares, in contrast to the holders of ordinary shares, have a number of privileges. The provision of similar privileges is a kind of compensation for the deprivation of owners of relevant shares of the right to vote.

The privileges of the owners of preferential shares concern, firstly, the procedure for certifying property claims on securities. So, in case of termination of the activities of the enterprises issued these papers (for example, in the liquidation of the joint stock company), the funds invested in preferred shares are reimbursed by their holders at face value as a matter of priority compared with the holders of ordinary shares. Secondly, the privilege applies to the payment of dividends. According to privileged shares, the size of the dividend paid is fixed.

The following characteristic features of preferred shares can be distinguished:

  • 1. Preferred shares reflect the relationship of condominium within their nominal value.
  • 2. The owners of preferred shares are deprived of the right to vote in contrast to the owners of ordinary shares.
  • 3. According to privileged shares, the size of the dividend paid is recorded. Dividends on preferred shares are paid before the payment of dividends on ordinary shares.
  • 4. Holders of preferred shares have a predominant right compared to the owners of ordinary shares on a certain proportion of assets in the elimination of the issuer's company.

Advantages of the issuance of preferred shares from the point of view of the Issuer:

maintaining control in managing the joint-stock company (a new issue does not entail changes to the relationship of participation in a joint-stock company);

failing a fixed dividend on privileged shares does not entail the procedure for automatic announcement of the issuer bankrupt.

Preferred shares occupy an intermediate position between bonds and ordinary shares. According to privileged shares, as well as on bonds, usually fixed income is paid, and this is a relatively preferred shares with bonds. But unlike bonds, preferred shares are not a debt of their company, they do not have the maturity date and do not create property claims "from the side" even in cases where dividends are not paid on them.

In world practice, it is customary to distinguish between the following types of preferred shares Table 2:

The second main type of shares are ordinary (ordinary or simple) shares.

An ordinary action is a valuable paper that gives the right to vote at a shareholders meeting and participating in distributed net profit after replenishing reserves, interest payments on bonds and dividends on preferred shares. The main differences between the ordinary shares from privileged:

  • 1) owners of ordinary shares have the right to vote at the shareholders meeting;
  • 2) The size of dividends depends on the results of the joint-stock company's work and is negotiated in advance.

Ordinary shares are the most common type of stock. Holders of ordinary shares have certain rights.

First, the right to vote at the meeting of shareholders. Although there are cases of issuing ordinary shares without the right to vote or with limited voting right. However, such cases are quite rare. The right to vote can be transferred by attorney to another person.

Secondly, the right to transfer their shares to another person at any time (sell, donate).

Third, the preferential right to buy promotions of additional issues. This makes it possible to preserve its share owned by the joint stock company.

Fourth, the right to receive dividends, the size of which depends on the profits of the joint-stock company.

Fifth, in the event of the liquidation of the joint-stock company, the owner of ordinary shares is entitled to the share of property, which remains after the satisfaction of claims of creditors and owners of preferred shares.

Ordinary shares belong to securities that have a higher risk ratios than bonds or preferred shares. Owners of ordinary shares do not know in advance their income. Dividends on such shares may vary from year to year. If the company's affairs go well, it can pay great dividends. However, in difficult times, it may not declare dividends on ordinary shares at all. In addition, even during prosperous years, the decision of the dividend is not paid, but to leave a profit on the development of production. Sometimes dividends can be paid by new promotions. In this case, the company decides several tasks at once. First, dividends are paid, and therefore there is no discontent of ordinary shareholders. Secondly, share capital increases. Thirdly, since additional shares are issued to "their" shareholders, then there is no "blurring" of share capital at the expense of "new" shareholders.

If the business of the joint stock company go well, then the course of shares is growing and over time may increase many times. However, it is noted that investors prefer the shares whose courses are in certain price limits, so companies are trying to prevent the course growth above a certain amount.

There are several types of shares:

  • - nominal value. It is determined by the founders and depends on the magnitude of the authorized capital, the nature of the planned activity of the Company and the specific market situation. The nominal value is reflected in the emission prospectus. According to Russian legislation, there are two limitations relating to the nominal value of the shares:
    • 1. The nominal value of the action can not be less than 10 rubles;
    • 2. Joint-stock companies in the Russian Federation may produce shares of any nominal value, multiple 10.

In Russia, an obligatory requirement is to affix the nominal shape of the security form.

  • - Market value (price). When selling shares, its market value is usually different from the nominal. The actual market price of shares is called the exchange rate (course) of shares. The campaign course is defined as a capitalized dividend, i.e. equals the amount of money capital, which, being given to the loan or put to the bank, will give an income equal to the dividend.
  • - Balance (accounting) cost. In contrast to the nominal value, it changes from the year and is determined by exclusion from all assets of the joint-stock company of their liabilities and dividing the result (quantitatively equal ownership of shareholders) for the total number of ordinary shares in circulation. Balance value reflects the amount of capital belonging to shareholders and coming per share.

Dividend is an income on shares paid at the expense of a part of the net profit of the joint-stock company, distributed between its shareholders per share. The dividend can be expressed in the absolute amount and in the form of a coefficient. The coefficient, or the percentage rate of the dividend, is defined as the ratio of dividend income in monetary terms to the nominal value of the action. The percentage rate of the dividend determines the profitability of the action.

Dividends on placed shares can be paid in accordance with the decision of the shareholders and the charter of the joint-stock company quarterly, once every half or more times a year. The source of their payments is net profit for the current year. Interim dividends are paid by the decision of the Board of Directors of the Company, and the size and form of payment of annual dividends is determined by the decision of the General Meeting of Shareholders. At the same time, the volume of annual dividends cannot be less than the size of the intermediate dividends paid and more the amount of dividends recommended by the Board of Directors.

The procedure for paying dividends depends on the type of shares. First of all, dividends are paid on privileged shares. First of all, dividends are paid on privileged shares of a preferential type with a fixed in the charter of the dividend.

Further, dividends are paid by types of preferred shares in order to reduce preferential rights on these shares. Finally, dividends are paid on preferred shares without fixed in the charter of the dividend.

After the full payment of dividends provided for by the Company for all types of preferred shares is paid dividends on ordinary shares. According to ordinary shares, dividends may not be paid in the event of financial difficulties, upon receipt of an insufficient amount of profit.

The actual amount of dividends for the year is announced by the general meeting of shareholders on the proposal of the Board of Directors. According to shares that were issued to the appeal or on the balance sheet of the joint stock company, dividends are not paid. Dividends are not paid to the overall implementation of the conditions of compulsory redemption of shares from their shareholders.

 

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