Shares of a joint-stock company. Joint-stock company (JSC) What shares are not placed by a joint-stock company

A joint-stock company (abbreviated as JSC) is the type of enterprise, during the organization of which the owner has a number of issues that require the help of a lawyer to resolve. In particular, this applies to the types of shares that the owner is obliged to place in the authorized capital. Declared shares are one type of shares in particular that needs to be studied in more detail, however, if properly managed, they can bring great benefits to the founder.

The capital must contain 2 types of shares: announced and placed.

An enterprise in the form of a joint-stock company is required by law to have a charter in which there are several mandatory shares. The owners of the enterprise (they are also founders) must have two types of shares in their capital: placed and declared. The charter fixes the placed shares, namely their number, as well as their value.

The authorized capital of the enterprise is formed from these shares. According to the current one, the shares are distributed among the founders. However, there are certain restrictions here: for open-type enterprises, the total amount of all distributed shares is not less than 1000 times the minimum wage at the time of issue, and for a closed enterprise, 100 times the minimum wage is sufficient.

Declared are complementary to the main shares: they can be placed when it is decided that an increase in value is necessary authorized capital. This happens if additional shares are placed or securities are converted. It should be noted that since the announced shares are an addition to the already existing ones, the additional shares themselves are fixed only within the limits of the already announced ones.

Procedure for placement of additional and announced securities

Not all announced shares can be submitted for placement!

At the moment, there are several ways to place additional and, accordingly, declared equity securities in an enterprise. Among them are such paths as:

Through a meeting of all shareholders of the enterprise, who, during the discussion, will make a joint decision to increase the value of the authorized company;
Then the algorithm itself and the stages of the process of placing equity securities are directly developed (here it is necessary to recall that additional shares are placed within the boundaries already announced);
Then comes the preparation and registration of emission projects (it takes place in the regional or municipal divisions of the Ministry of Finance of the Russian Federation);
The final release of securities to the share market.

There are a number of other important points to be noted. Not all shares that are announced and available within one company can be submitted for placement - this can only be done with a certain number of them. In addition, the owners of an enterprise in the form of a joint-stock company have the right, in accordance with the legislation of the Russian Federation, to change the charter of the enterprise and the number of declared securities itself indefinitely.

It is worth noting that the charter always regulates such adjustments of the founders, and in addition, it can determine the normalized number of securities that can be placed in the future. In this case, everything depends on rationality in making decisions of the board of founders.

The fact is that the situation can cause suspicion if a small joint-stock company announces the issue of a million shares. Or, in the case when the number of founders is large enough, and the joint-stock company belongs to an open type of enterprise, then it is rational to issue a small number of such securities, but at the same time with a high face value.

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

The authorized capital of the company and its size;
AO type;
Number of founders and shareholders;
Enterprise prospects;
financial situation;
Risk assessment of new directions of development;
Industry;
Geographic location;
Branches of the company and representative offices.

When making a decision, the founders in a complex consider these criteria, and then, based on this analysis, determine the number of shares to be issued.

Declared shares in their quantity or whether they are equal to exceed the rest of the shares of the joint-stock company.

Further, the criteria for the norm of the issue of declared shares and the procedure for their issue are considered in detail. It is important that the declared shares in their number or whether they are equal exceed the rest of the shares of the joint-stock company. On average, for an enterprise in the form of a joint-stock company, the number of authorized shares is provided, which is 15 thousand pieces.

This type of equity securities is not documented, however, when agreeing on their issue, information on their total number, nominal value and mandatory conditions fixation in the market.

In other words, we can say that the concept of "declared shares" does not mean a specific one. This is essentially the right to issue, which is defined in the charter of the JSC. That is why, in terms of timing, additional shares are always issued earlier than announced. The final decision that it is necessary to issue declared securities, as noted earlier, is made by the board of directors of the JSC: voting takes place taking into account the opinion of the majority.

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

In order to avoid most of the conflict situations when making a decision, most enterprises develop special provisions that regulate the issue of declared shares, which makes it possible to refer to the document when the council votes. This is especially helpful, given the fact that the resolution of cases in a joint-stock company can take long time because of its structure. That is why granting broader powers to the board of directors can increase the efficiency of the JSC (of course, this happens only with the consent of the shareholders).

conversion is one of critical processes, which is managed by a joint stock company. With its help, it is possible to place additional shares within the boundaries declared for further transfer to securities. At the same time, the exchange of securities for declared shares may take place only in accordance with their category.

In addition, another feature of the announced type of shares is the formation of subscribed capital. In this case, the distribution of shares is made, and then they are recorded on the total amount of this capital (declared).

In order to further amend the charter of the JSC, which regulates the nominal value and number of declared shares, it is necessary to hold a general meeting of shareholders (the board of directors does not have the authority to resolve this issue). Thanks to this note, the shareholders themselves have a guarantee of receiving the issue during the further acquisition of authorized shares. The Articles of Association may also fix the basic rules for the placement of these shares in order to increase the efficiency of the JSC.

If the founders and shareholders have decided to reorganize the JSC-issuer, then the relevant documents must provide information on their categories, denominations and quantities. Information about the algorithm for their placement is also entered.

In general, all questions on the placement of this type of shares should be taken in accordance with the decision of the majority of shareholders, since they are more dependent on them. However, here the question of trust in the board of directors already arises. In practice, if the shareholders have full confidence in the founders, then they can give a decision on this issue on their responsibility, or fix these points in the JSC Charter or accompanying provisions.

Thus, declared shares are an integral part of the processes taking place within the framework of a closed or open joint stock company. Many issues of this type are regulated by the general meeting of the company's participants, however, due to the complex management structure, some enterprises make exceptions. This happens in order to increase the efficiency of the enterprise and make important decisions.

Video about the types of shares:

This article will discuss the basics and rules for concluding a share purchase agreement, with the disclosure of the concept of "right of pre-emption" until changes are made to the register.

The legal scope of the sale and purchase of shares is regulated by the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as the JSC Law) and Chapter 30 of the Civil Code Russian Federation.

Considering that the process purchase and sale of shares applicable general norms of the civil legislation of the Russian Federation on the sale and purchase, it is advisable to conclude a preliminary share purchase and sale agreement before the main purchase or sale of shares.

*By general rules the preliminary agreement for the sale of shares contains all the essential terms of the main agreement, i.e. name of the seller and buyer, name and number of shares, categories (types) of shares, state registration number of the issue of shares, subject, price, form and term of payment. At the same time, it should be noted that current legislation The Russian Federation does not provide for other essential terms of the share purchase agreement.
*According to art. 7 of the JSC Law, a shareholder of a company who intends to sell his shares to a third party is obliged to notify the other shareholders and the company itself in writing, indicating the price and other conditions for the sale of shares. Notification of shareholders of the company is carried out through the company. Unless otherwise provided by the charter of the company, notification of shareholders is made at the expense of the shareholder who intends to sell his shares.

It is important that the notice sent to the company and shareholders only notifies of the intention to sell the shares to a third party and does not express the will of the shareholder to sell his shares to other shareholders of the company and / or the company itself. At the same time, the legislation does not contain provisions that would oblige a shareholder to sell shares to those shareholders who have expressed their consent to purchase them, and it is not seen that a person who has notified the shareholders of a CJSC of his intention to sell shares is obliged to conclude a sale and purchase agreement with a shareholder who has declared the use of his preemptive right.
*Since neither the Civil Code of the Russian Federation nor the Federal Law "On the Securities Market" establishes mandatory requirements for the form and content of a share purchase agreement, a transfer order will be used as a document confirming the completion of a share purchase and sale transaction. Entries on the transfer of ownership of securities (shares) are entered into the register, including when submitting a transfer order. When the parties conclude an oral agreement for the sale of shares, the signing of a transfer order with all the essential terms of the transaction indicates the fulfillment by the seller of his obligation to transfer shares to the buyer under the oral transaction.

Conclusion of an agreement for the sale of shares with different specifications

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

* Article 25 of the Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies” contains the concept of a “fractional share”, namely, if, in exercising the pre-emptive right to acquire shares sold by a shareholder of a closed company, in exercising the pre-emptive right to acquire additional shares, and also when consolidating shares, the acquisition by a shareholder of a whole number of shares is impossible, parts of shares are formed (hereinafter referred to as fractional shares).
According to the Letter of the Federal Securities Commission of the Russian Federation, fractional shares are formed in cases where the acquisition of a whole number of shares is impossible, namely:

when exercising the pre-emptive right to acquire shares sold by a shareholder of a closed company;
when exercising the pre-emptive right to acquire additional shares;
when consolidating shares.

The list of cases in which fractional shares are formed is exhaustive. A fractional share is circulated as a whole share. If a person acquires two or more fractional shares of the same category (type), then they form one whole and (or) fractional share equal to the sum of these fractional shares.

Therefore, if the share purchase agreement contains a condition on a fractional share, but such a share was not formed in accordance with paragraph 3 of Art. 25 of the Law on JSC through its separate accounting, then the contract in the part relating to the fractional share is recognized as not concluded.
For example: If the sale and purchase agreement for shares provides for the sale of 350.45 ordinary registered book-entry shares of the company, and the JSC itself does not have a separate accounting for a fractional share (0.45), then the sale and purchase agreement for a fractional share (0.45) will be recognized as unenforceable.

The conclusion of an agreement for the sale of shares for their acquisition by the seller in the future is in accordance with the law.
Considering that the rules for the purchase and sale of shares are based on the rules of civil law, the transaction in respect of shares that will be acquired later (in the future) does not contradict the requirements of the legislation on joint-stock companies.
The transaction is void if the OJSC acquires its own shares in the privatization procedure, which are in federal property.
In accordance with Federal Law No. 178-FZ of December 21, 2001 “On the Privatization of State and Municipal Property”, joint-stock companies cannot be buyers of their shares, their shares in authorized capitals privatized in accordance with the Federal Law.

Consequently, JSCs are not entitled to buy federally owned shares, the issuer of which is the JSC itself, and the sale of which is carried out in the process of privatization. state property, an agreement for the sale of shares through public offer will be a void transaction on the basis of Art. 168 of the Civil Code of the Russian Federation as a transaction that does not comply with the requirements of the law.

In addition, this transaction will violate the provisions of paragraph 2 of Art. 72 of the JSC Law, according to which the company is not entitled to make a decision on the acquisition of shares by the company if the nominal value of the company's shares in circulation is less than 90% of the company's authorized capital. Such a transaction is also void.

Partial transaction for the purchase and sale of shares

In accordance with the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”, the rights of owners to non-documentary issued securities are certified by entries on personal accounts with the registrar and arise from the moment a credit entry is made on the personal account of the acquirer.

Thus, in itself, the conclusion and execution of a share purchase agreement without the holder of the register of shareholders performing the statutory actions to fix the rights to shares within the meaning of paragraph 1 of Art. 223 of the Civil Code of the Russian Federation does not give rise to the right of ownership of the buyer.
Consequently, a transaction for the sale and purchase of shares, executed in terms of payment, but without making an entry on the personal accounts of shareholders, does not give rise to rights to such shares.

Cases where the seller retains ownership of the shares

*As mentioned above, the rights of owners to equity securities of non-documentary form of issue are certified by entries on personal accounts with the registrar and arise from the moment a credit entry is made on the personal account of the acquirer. At the same time, it should be noted that the transaction for the purchase and sale of shares is subject to general provisions on the sale and purchase provided for by civil law.

In accordance with Article 491 of the Civil Code of the Russian Federation, in cases where the contract of sale provides that the ownership of the goods transferred to the buyer is retained by the seller until payment for the goods or the occurrence of other circumstances, the buyer is not entitled to alienate the goods or dispose of them otherwise, unless otherwise provided by law or contract or follows from the purpose and properties of the goods.

In cases where, within the period stipulated by the contract, the transferred goods are not paid for or other circumstances do not occur in which the right of ownership passes to the buyer, the seller has the right to demand that the buyer return the goods to him, unless otherwise provided by the contract.

However, in the field of buying and selling shares, the main thing is to record the rights to securities in the registry system, i.e. certain action registrar to make an entry in the register, and accordingly the requirement for the return of shares, based on the provisions of Art. 491 of the Civil Code of the Russian Federation, cannot be satisfied due to the impossibility of applying this rule to legal relations for the sale and purchase of book-entry shares.

Thus, the implementation of a transaction for the sale of shares is an exception to the norms of Art. 491 of the Civil Code of the Russian Federation on the retention of ownership of the seller and the provisions of its article do not apply to the legal relations of the parties arising from the contract for the sale of book-entry shares.

Right of first refusal to purchase shares in a CJSC

In order to exclude different interpretations of the legislation, the issue of the right of pre-emption to purchase CJSC shares in case of alienation of shares by a member of this company should be considered.
*CJSC shareholders enjoy the pre-emptive right to acquire shares sold by other shareholders of this company at the offer price to a third party in proportion to the number of shares owned by each of them, unless the company's charter provides for a different procedure for exercising this right. The charter of a closed company may provide for the company's pre-emptive right to acquire shares sold by its shareholders, if the shareholders have not exercised their pre-emptive right to acquire shares.

Undoubtedly, the pre-emptive right to acquire shares in a CJSC is valid when a member of this company alienates shares only under a sale and purchase agreement, i.e. The law specifically states that it can be sold. Other ways of selling shares of a CJSC, such as an exchange agreement or a donation agreement, are not provided for by law.

Consequently, by virtue of a direct indication of the law, the right of pre-emptive purchase of shares in a CJSC belongs to shareholders exclusively in transactions related to the sale of such shares on the basis of a sale and purchase agreement.

According to the law, when contributing shares to the authorized capital of another company that is not a buyer, this transmission shares is not recognized as a purchase and sale of shares.

Given the uniform judicial practice, the pre-emptive right to acquire shares arises only when shares are alienated by sale and does not apply to cases of transfer of shares by contributing them to the authorized capital of another company.

When shares are sold at auctions held in the course of bankruptcy proceedings, the pre-emptive right to acquire shares can be exercised by the shareholder by participating in the auction and declaring consent to purchase shares at the price formed during the auction.

As part of the bankruptcy procedure, the pre-emptive right to acquire shares extends to cases of their sale.
Therefore, when selling shares at auction during bankruptcy proceedings, it is necessary to notify 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 the adoption by the arbitration court of the decision on declaring the debtor bankrupt and on the opening of bankruptcy proceedings, transactions that are associated with the alienation of the debtor's property or entail the transfer of his property to third parties for use are allowed exclusively in the manner established by the Bankruptcy Law.

Article 131 of the Bankruptcy Law provides that all the property of the debtor, available on the date of commencement of bankruptcy proceedings and revealed in the course of bankruptcy proceedings, constitutes the bankruptcy estate.

Shares of another company owned by a company that is in the process of bankruptcy are part of the property of this company and, therefore, their alienation is subject to a special procedure, statutory on bankruptcy for the sale of property of a person declared insolvent (bankrupt). No other procedure is applicable.

Bankruptcy legislation does not provide for the possibility of the shareholders of a company whose shares are being alienated by one of the participants declared bankrupt to influence the conditions and procedure for the sale of the property of a bankrupt participant. Such sale of property occurs within the framework of a bankruptcy case.

Based on the foregoing, if CJSC shares are sold within the framework of a bankruptcy case by a person owning such shares, bankruptcy law is subject to application, and the pre-emptive right of CJSC shareholders to acquire such shares does not apply.

Within the framework of enforcement proceedings, the pre-emptive right to acquire shares extends to cases of their sale.

When selling shares of a closed joint-stock company at auctions held as part of enforcement proceedings or in the course of bankruptcy proceedings, the pre-emptive right to acquire shares may be exercised by a shareholder of a closed joint-stock company by participating in the auction and declaring consent to purchase shares at a price formed during the auction.

According to paragraph 5 of Art. 7 of the JSC Law, the auction organizer, when selling shares at an auction in the course of enforcement proceedings, is obliged to send a notice of the auction to the CJSC at least thirty days before it is held, in compliance with the provisions of Art. 448 of the Civil Code of the Russian Federation.

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*Joint-stock company - a form of business organization, separated from specific persons owning the business, the authorized capital of which is formed by issuing (issue) and selling common and preferred shares.

It makes sense to accept the status of a joint-stock company for firms with a large amount of the required authorized capital, i.e. firms engaged in large-scale production or trade in a wide range of products. 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. In the early 1990s, with general economic illiteracy, barbershops and shoe repair firms took the form of joint-stock companies, which caused hysterical laughter from economists.

Unlike sole proprietorships and partnerships, the objects of ownership by the shareholder and the joint stock company itself are not the same.

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

Thus, in a joint-stock company, shareholders dispose of financial assets, and the joint-stock company itself, represented by the Board of Directors, manages tangible assets. At the same time, the shareholder does not have the right, when selling shares, to take away the part of the material and financial assets joint-stock company. He receives an approximate value from the buyer of his shares.

A joint stock company may be established by one or more individuals and/or legal entities. There are two types of joint-stock companies: open (JSC) and closed (CJSC). Shares of OJSC are sold on the securities market to any person who wants to buy them. Shares of CJSC are distributed among a limited, predetermined circle of people. If a shareholder of a CJSC wants to sell his shares, he must first offer them to other shareholders within a certain period of time (1-2 months, the specific period is specified in the constituent documents). Those. the shareholders of a CJSC have a pre-emptive right to acquire its shares. If there are no shareholders willing to buy shares, then the CJSC itself buys them and puts them on the balance sheet. Within a year after this moment, the CJSC must sell them on the open market. The number of shareholders of a CJSC should not exceed fifty. In case of excess, the CJSC should be reorganized into an OJSC. In English-speaking countries, JSCs are called corporations (denoted by corp.), and CJSCs are called incorporated companies (abbreviated as -inc.).

The authorized capital of joint-stock companies consists of the number of ordinary and preferred shares specified in the charter, the nominal value of which is a multiple of ten. *Nominal value - the value of the security indicated on the face value (its front side). Within three months from the date of registration, at least 50% of the authorized capital must be contributed, by the end of the year after registration - 100%. The joint-stock company at any time, by decision of the meeting of shareholders, may increase or decrease the authorized capital. In this case, new data on the size of the authorized capital are entered into the constituent documents of the joint-stock company (charter and / or memorandum of association). These changes are registered with the tax office.

SECURITIES OF JOINT STOCK COMPANIES

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

STOCK. Types of shares:

BUT. *Common (ordinary) shares – securities certifying that their owner has made a certain (monetary, material, in the form of ownership or use rights, intellectual ... in monetary terms) contribution to the authorized capital of the JSC and has the right to manage the JSC and receive income - a dividend.

The holders of ordinary shares have the following rights:

Group 1 - property rights:

1. Right to receive dividends. The dividend rate (the ratio of dividend to par value in percent) of ordinary shares is not fixed. It is established every year at the general meeting of shareholders. The meeting may decide not to pay dividends at all in certain years (sometimes for many years in a row), and this is perfectly legal. Thus, the right to dividends may not be exercised at all, or shareholders may receive very modest dividends (for example, 10 rubles per share on average per year).

2. The right to receive a part of the JSC's property after its liquidation. At the same time, the joint-stock company first pays off its creditors (including bondholders, and only in the last place, ordinary shares holders). The property is distributed in accordance with the number of shares held by the shareholder (while the nominal value of all shares is the same).

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

Group 2 - information rights:

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

2. The right to get acquainted with the annual balance of JSC. In this case, the shareholder has the right to receive a copy of it for an amount not exceeding the cost of its production.

Group 3 under the conditional name "personal rights".

1. The right to be entered in the register of shareholders. *Register of shareholders - a journal containing a list of JSC shareholders on a specific date. Opposite the owner's surname / title, his address, type of share, number of shares, par value of shares are indicated. The register is a document confirming that a shareholder is such. Since joint-stock companies in our country manipulate registers (sometimes they have two or three registers for different purposes), when buying shares, it is imperative to require an extract from the register. Only its presence (and not the presence of the actual shares) allows the shareholder to exercise his rights. The register may be maintained by the joint-stock company itself, as well as *specialized registrars -professional participants in the securities market, whose function is to maintain registers of various types.

2. The right to participate in meetings of shareholders personally or through a representative. Abroad, where there is a high dispersal of shareholders, the practice of Internet voting is very common (either by e-mail using a digital signature, or by the Internet form on the website of the JSC). In our country, the first Internet voting took place several years ago. Organized by Gazprom. However, until now, Internet voting in our country is still a rarity.

3. The right to challenge the decisions of the JSC in the JSC itself, in court and in the arbitration court.

4. Holders of 10% of ordinary shares can convene a meeting of shareholders, as well as initiate an audit of the financial activities of the JSC

B. *Preference shares - . securities certifying that their owner has made a certain (different types in monetary value) contribution to the authorized capital of a JSC, is entitled to receive dividends at a fixed rate, regardless of the amount of profit of the JSC, but (unless otherwise specified in the Articles of Association) is not entitled for the management of a joint stock company.

The total nominal value of preference shares must be more than 25% of the authorized capital.

The holders of preferred shares have the following rights:

Unless otherwise specified in the charter, preference shares do not give the right to vote at a meeting of shareholders, except for issues of reorganization or liquidation of a joint-stock company, as well as amendments and additions to the Charter regarding the rights of owners of preference shares. In Russia, in contrast to economically developed countries, the majority of joint-stock companies granted the holders of preferred shares the right to vote on all issues.

The dividend rate is fixed, is set when preferred shares are issued and does not depend on the amount of profit of the joint-stock company. If the JSC has profit, but it is not enough to pay dividends to owners of preferred shares, then dividends on them are paid from the reserve fund. Dividends on preferred shares are paid after interest on bonds, but before dividends on common shares.

In case of non-payment of dividends on preferred shares, their owners receive the right to vote on all issues of the meeting of shareholders. This does not apply to cumulative preference shares, on which unpaid dividends are accumulated and paid with dividends for a given year.

Upon liquidation of a JSC, the owners of preference shares receive their share in the property of the JSC (in proportion to the number of shares held) before the owners of ordinary shares.

It is forbidden to issue all types of shares to cover losses and pay dividends from the Authorized Fund (which was done by MMM JSC and which, according to the then laws, was completely legal).

There are three types of stock valuation:

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

Placement price - the sale price of the share issue. If the placement price exceeds the nominal value, then the joint-stock company receives share premium equal to their difference. Part of the share premium or its entire amount may be paid to the founders of the joint-stock company in the form of founder's profit. In our country, the first issue of shares must be redeemed at a price equal to or greater than the nominal value. As a rule, the redemption occurs at par value, so we have share premium and, therefore, the founder's profit, can only be received from the second issue of shares.

Market value - the price of shares on open market valuable papers.

There are three types of blocks of shares concentrated in the hands of one individual or associate (a group of shareholders voting in a similar way on all issues or developing a consciously common policy):

A controlling stake is such a number of shares, concentrated in one individual or associated shareholder, which allows you to dictate your will to the joint-stock company. The controlling stake is of two types - absolute and relative. The absolute controlling stake is 50% of the shares plus one or more. The relative controlling stake does not have a specific size. It is formed if there are a large number of shareholders, many small shareholders and they are dispersed throughout the country. In this case, a small part of the shareholders come to the meeting. Those shareholders who are in the majority at the meeting and whose number is sufficient for the competence to make decisions, have a relative controlling stake. Thus, the size of the relative controlling stake can vary from 1 (and even less!) to 50%.

A blocking stake is such a number of shares, concentrated in one individual or associated shareholder, which allows blocking individual decisions of the joint-stock company. The blocking stake has no exact boundaries, it depends on the number of those present, on what percentage of votes the decision is taken on, and on the distribution of votes of shareholders and their various groups. Its size can vary from a few fractions of a percent to 50%. For example, the decision to liquidate a JSC must be made (according to the Federal Law "On Joint Stock Companies") by one hundred percent of the votes. Any small shareholder owning 0.1% of the shares can block this decision.

A minority stake is a very small stake. Shareholders holding small stakes are called minority shareholders.

Registration of a share purchase and sale transaction is executed by filling out a form of a share certificate. *Share certificate - a document certifying that the natural or entity owns a certain number of shares of a certain type of such-and-such a joint-stock company. Now many joint-stock companies do not issue blank forms of shares, therefore, shares exist in the form of entries in the certificate, as well as entries on depo accounts in specialized depositories. On the back of the share certificate there are transfer inscriptions (usually six of them). If a shareholder wishes to sell a share, he fills in the appropriate endorsement. The transaction is recorded in a specialized depository (which stores data on the owners of securities, it is according to the data of the depositories that the registrars make up the register of shareholders).

Dividends on ordinary and preferred shares may be paid once a quarter, six months or a year. Dividends can be paid in the following forms: cash, shares of this JSC, goods of this JSC, warrants. *Warrant - a document confirming the right to purchase JSC securities at a preferential price.

Payment of dividends in cash is made: by checks, transfer of money to the current account of the shareholder (including a card account), by postal order (quite often), in person at the cash desk upon notification.

BONDS. *Bond - a debt security with a fixed income (called interest), which does not give the right to participate in the management of a joint-stock company. A bond formalizes the relationship of a bondholder's loan to a joint-stock company. Because the bondholder is the AO's creditor.

Types of bonds:

A joint-stock company can issue bonds only if the buyers have redeemed and paid for all issued shares. The total nominal value of the bonds must not exceed the authorized capital of the joint-stock company or the amount of security provided by third parties (for example, a firm - a counterparty of a joint-stock company ensures its issue of bonds by the building of one of its workshops).

The interest rate on bonds is fixed, the interest itself is paid with the stated regularity, regardless of the availability and amount of profit. If the profit is not enough, then the interest is paid from the reserve fund.

MANAGEMENT OF JOINT STOCK COMPANIES

Joint-stock companies have three main governing bodies - the meeting of shareholders, the board of directors and the board. Consider their composition and functions.

All shareholders with the right to vote participate in the meeting of shareholders. The Assembly meets at least once a year. The meeting of shareholders resolves the following issues:

Adoption and amendment of the Articles of Association and authorized capital,

Election of members of the board of directors,

Approval of the annual results of JSC activities, creation and liquidation of subsidiaries,

Distribution of profits for dividends and capital investments (in this case, the maximum size of the dividend rate is set by the Board of Directors, and the amount itself, which may be greater than or equal to this percentage, is set by the meeting of shareholders).

Members of the Board of Directors can only be shareholders (as a rule, those who own large blocks of shares) or their representatives (under a notarized power of attorney). Directors are elected for two years with the right of re-election. The Board of Directors decides on the following issues:

Determination of priority areas of activity of the JSC (determination of all areas is carried out by the meeting of shareholders),

Convening a meeting of shareholders,

Use of JSC property,

Creation of branches and representative offices,

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

The Board of JSC consists of members of the board of directors and heads of departments and services of the company (chief engineer ..., heads of workshops, etc.). The Board usually meets once a week and decides on operational management issues.

Joint Stock Company (JSC) a commercial organization is recognized, the authorized capital of which is divided into a certain number of shares. Members of a joint-stock company (shareholders) bear the risk of losses associated with the activities of the company, to the extent of the value of their contributions and are not liable for its obligations.

Legal status joint-stock companies during the period of their creation was regulated mainly by the Regulations on joint-stock companies (approved by the Decree of the Council of Ministers of the RSFSR dated December 25, 1990 No. 601) and a series of decrees of the President of the Russian Federation and other by-laws that were in force in the part that did not contradict the provisions of Part 1 of the Civil Code RF.

Federal Law No. 208-FZ of December 26, 1995 “On Joint Stock Companies”, which came into effect on January 1, 1996, has significantly changed the entire legal field in the field of corporate relations. After that, a difficult situation arose from the point of view of the interaction of the norms of various legal acts. The regulation of corporate relations for joint-stock companies created in the process of privatization is especially difficult. For such joint-stock companies, the norms of the Model Articles of Association approved by Decree of the President of the Russian Federation No. 721 dated July 1, 1992 continue to apply. However, those provisions of the JSC charters that contradict the provisions of the Law "On Joint-Stock Companies" ceased to be valid.

A joint stock company is considered established as a legal entity from the moment of its registration. A company is created without a time limit, unless otherwise provided by its charter.

The Company is liable for its obligations with all its property, but is not liable for the obligations of its shareholders.

The company has its own company name, which must contain an indication of its organizational and legal form (closed joint stock company or open joint stock company). The company has the right to have a full and abbreviated name in Russian, foreign languages and languages of the peoples of the Russian Federation.

A joint-stock company may be open or closed, which is reflected in its charter. Shareholders open society may alienate their shares without the consent of other shareholders of this company. Such a company has the right to conduct an open subscription for the shares it issues and to carry out their free sale. An open company has the right to carry out a closed subscription for shares issued by it. The number of shareholders of an open company is not limited.

A joint stock company whose shares are distributed only among its founders or other predetermined circle of persons is recognized as a closed company. Such a company is not entitled to conduct an open subscription for shares issued by it or otherwise offer them for purchase to an unlimited number of persons.

In accordance with the Law, the number of shareholders of a closed joint stock company should not exceed 50 people. This rule does not apply to closed joint stock companies established before 01/01/1996.

Shareholders of a closed company have a pre-emptive right to acquire shares sold by other shareholders of this company. The charter of a closed joint-stock company may provide for the company's pre-emptive right to acquire shares sold by shareholders. The term for exercising the pre-emptive right cannot be less than 30 and more than 60 days.

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

A joint-stock company may be created by means of a new establishment or by reorganization of an operating legal entity (merger, accession, division, spin-off, transformation). The decision to establish a company is made by the constituent assembly. The number of founders of an open society is not limited. Society can be created and one person.

The founders of the society conclude among themselves written contract which establishes the size of the authorized capital of the company, the categories and types of shares to be placed among the founders, the amount and procedure for their payment, the rights and obligations of the founders to create the company.

The charter of any joint stock company must contain the following information: company name, location and type of company (open or closed); the number, par value, categories (preferred, ordinary) shares and types of preferred shares placed by the company; the rights of shareholders, the size of the authorized capital, the structure and competence of the company's management bodies; the procedure for preparing and holding a general meeting of shareholders with a list of issues, the decision on which is made by the management bodies of the company 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 owned by one shareholder and their total nominal value or the maximum number of votes granted to one shareholder).

A joint stock company may be transformed into a company with limited liability or a production cooperative.

A joint-stock company may be liquidated voluntarily or by a court decision on the grounds provided for by the Civil Code of the Russian Federation.

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

The minimum authorized capital of an open company is at least one thousand times the minimum wage as of the date of registration of the company, and a closed company is at least one hundred times the minimum wage determined by federal law.

Companies have the right to dispose in addition to the placed shares (these are the so-called declared shares) the assigned number of shares. At the same time, the rights granted by the shares of the company of each category (type) that it places must be determined.

The general meeting of shareholders may decide to increase the authorized capital of the company, firstly, by increasing the par value of shares; secondly, by placing additional shares.

Additional shares may be distributed by the company only within the limits of the number of authorized shares determined by the company's charter.

Owners of different shares have different rights. Ordinary shares give the shareholder the right 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 part of the company's property.

The owners of the company's preferred shares do not have the right to vote at the general meeting of shareholders, but they have a specific amount of dividend determined in the charter. However, when resolving certain issues, they have the right to vote (for example, when deciding to change the charter of the company or when changing the size of the dividend).

In May 1998, the Government of the Russian Federation adopted Decree No. 487 “On approval of the Regulations on the sale at a specialized auction of state and municipally owned shares of open joint-stock companies created in the process of privatization”. This Regulation determines the procedure for conducting a specialized auction, the conditions for participation in it, the form for submitting applications, the procedure for determining the winners, as well as the procedure for paying for purchased shares.

A joint-stock company has the right to issue bonds, which give its owner the right to demand the redemption of the bond within a specified period.

Payment for the company's shares may be made in money, securities, other things or property rights having a monetary value.

The company creates a reserve fund in the amount provided for by the charter of the company, but not less than 15% of its authorized capital. This fund is formed by mandatory annual contributions until it reaches the amount established by the charter of the company. The amount of annual deductions is determined by the charter, but it must be at least 5% of net profit. The reserve fund of the company is intended to cover its losses, as well as to issue shares and bonds of the company.

It is allowed to form a special fund for corporatization of the company's employees from the net profit. Its funds are spent exclusively on 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 people's enterprise that he may own at the time of the creation of the people's enterprise:

a) every employee who decides to become a shareholder of a people's enterprise;

b) each participant of the transformed commercial organization who is not her employee;

c) each individual, which is not a member of the commercial organization being transformed, and (or) a legal entity;

2) monetary value of shares (shares, units) of the commercial organization being transformed;

3) the conditions, terms and procedure for the repurchase by the people's enterprise of the shares of the people's enterprise from its shareholders;

4) an indication of the form of payment for the shares of the people's enterprise or the procedure for the exchange of shares (interests, shares) of the commercial organization being transformed for the shares of the people's enterprise by each shareholder at the time of the creation of the people's enterprise.

The people's enterprise has the right to issue only ordinary shares. The nominal value of one share of a people's enterprise is determined general meeting shareholders of a people's enterprise, but not more than 20% of the minimum wage established by federal law.

Thus, people's enterprise (NP)- this is a type of closed joint stock company in which employees must always own more than 75% of the authorized capital, and non-shareholder employees can be no more than 10% of the payroll of all employees. At the same time, one employee-shareholder cannot own more than 5% of the total number of shares.

In connection with these restrictions, an employee-shareholder, upon his dismissal, is obliged to sell, and the enterprise is obliged to buy shares belonging to him. An employee-shareholder may, within a year, sell no more than 20% of his shares only to employees of a people's enterprise.

The People's Enterprise Law expands the rights of an employee-shareholder in the field of real participation in management, granting the right to vote in resolving a large number of issues at general meetings of shareholders, regardless of the number of shares he owns. When deciding on such particularly important issues as determining priority areas of activity, the redemption value of shares, liquidating a people's enterprise, they vote on the principle of "one share - one vote."

Equity vesting certain categories employees of the national enterprise occurs as follows:

1) newly hired employees are granted shares free of charge no earlier than 3 months and no later than 24 months after the date of employment; have the opportunity to buy shares from the people's enterprise and (or) its shareholders;

2) employees-shareholders are endowed with shares free of charge in accordance with the personal labor contribution to the results of the activities of the people's enterprise for the past financial year; have the opportunity to buy shares from the NP and (or) its shareholders;

3) CEO, his deputies and assistants, members supervisory board and the control commission, if they are employees of the NP, are allocated shares free of charge in accordance with the personal labor contribution to the results of the NP's activities for the past financial year; it is not allowed to purchase shares from the shareholders of the NP and from the NP itself.

The creation of people's enterprises fully corresponds to the interests of hired workers, since they, in addition to wages, they also receive shares in the NP free of charge. For a similar reason, the creation of an IR is also beneficial for employees who own a small number of shares of the reorganized joint-stock company.

The most common type of securities in the Russian Federation is a share.

According to federal law RF “On the Securities Market” dated April 22, 1996 No. 39-FZ, a share is understood as “an equity security that secures the rights of its owner (shareholder) to receive part of the profit of a joint-stock company in the form of dividends, to participate in the management of a joint-stock company and not part of the property remaining after its liquidation. / 2, p. 31 /

In the book "Securities and Stock Exchange" edited by Lyalin P.A. and Vorobiev P.V. a share is characterized as a security that indicates the contribution of certain funds to the capital of a joint-stock company, gives the right to a share of the company's property in the event of liquidation of the company and the right to receive income called a dividend. If the owner of the bond is a creditor of the issuer that issued the bonds, then the owner of the share (shareholder) is a co-owner of the joint-stock company. /19, p.48/

Cheskidov B.M. in the book “The Securities Market and Exchange Business” defines “a share is a share security certifying the fact of contributing funds to the issuer’s capital, the right to a share of the issuer’s property and the right to receive income.” /42, p.10/

Promotion features:

- fixes the totality of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the form and procedure established by law;
- placed by issues;
- equal exercise of rights within one issue, regardless of the time of acquisition;
- can independently address the market and be an object purchase and sale and other transactions;
- serves as a source of income for the owner;
- acts as a kind of money capital.

The main characteristics of the promotion:

- has no expiration date;
- indicates the right of its owner to a part of the property in the amount of the par value of the share;
- issued by joint-stock companies of different forms of ownership;
- the owner of the share has the right to receive part of the profit in the form of a dividend;
- the owner of the share has no right to withdraw his share from the total capital of the joint-stock company. He can withdraw from the membership of the latter by selling, transferring his shares by legislative means.

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

Each ordinary share of the company provides the shareholder - its owner with the same amount of rights.

Shareholders - owners of ordinary shares of the company may, in accordance with the charter of the company, participate in the general meeting of shareholders with the right to vote on all issues within its competence, and also have the right to receive dividends, and in the event of liquidation of the company - the right to receive part of its property.

The conversion of ordinary shares into preferred shares, bonds and other securities is not allowed.

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

Shareholders - owners of preference shares of the company do not have the right to vote at the general meeting of shareholders (unless otherwise provided by the law on joint-stock companies or the charter of the company for a particular type of preference 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 liquidation of the company.

Preferred shares have a fixed dividend, the amount of which is determined when they are issued. Settlements with holders of preference shares are made first, before settlements with holders of ordinary shares. In accordance with the law on joint-stock companies, the founders of the company can expand the rights of shareholders - holders of preferred shares, since different types of preferred shares establish a different scope of rights, different order of payment of dividends and liquidation value.

Owners of certain types of preferred shares (for example, cumulative) received the right to participate in general meetings of shareholders with the right to vote. However, this right is temporary, ie. terminates from the moment the company fulfills its obligations to pay dividends. Along with this, the owners of a certain type of preferred shares have a permanent right to vote when the general meeting of shareholders discusses certain legal issues.

There are different classifications of shares, depending on which classification feature is the basis.

1. From the point of view of the registration of owners, shares are distinguished:
- - nominal;
- - bearer.

In order to be transferred to another person, registered shares require an endorsement on the form of the share certificate. At the same time, appropriate changes must be made in the accounting book (register) of shareholders. Only after that, all the rights of the former shareholder are transferred to the new shareholder.

Bearer shares are free to change hands without any record of the transaction. The new owner of the shares must present his shares only on the day of the census of shareholders so that the dividends are transferred to his name.

2. Depending on the form of issue, shares are distinguished:

in documentary (cash) form;

in non-documentary (non-cash) form.

The stock market can circulate both the actual shares and their substitutes. Often a shareholder is issued a substitute share - a share certificate. “Certificate of issuance security - a document issued by the issuer and certifying the totality of rights to the number of securities specified in the certificate.”/28, p.

"A share certificate is a security that is evidence of the ownership of a person named in it by a certain number of shares of a joint-stock company." /28, str.66/ A shareholder is issued one certificate free of charge after the full payment for the shares. If a share purchase and sale transaction is made, an endorsement is made on the certificate and a new certificate is issued. Each nominal certificate has a place where it is indicated when and to whom the share was sold.

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

Consider the main types of shares in more detail.

"Preferred (preferential) shares are shares that give the right to receive a dividend fixed in the prospectus - a percentage of the par value of the share - regardless of its market value." /28, str.66/ They are called preferred because the owners of these shares, unlike holders of ordinary shares, have a number of privileges. The granting of such privileges is a kind of compensation for depriving the owners of the respective shares of the right to vote.

The privileges of the owners of preferential shares relate, firstly, to the procedure for certifying property claims for securities. Thus, in the event of termination of the activities of the enterprises that issued these securities (for example, during the liquidation of a joint-stock company), the funds invested in preferred shares are reimbursed to their holders at par value in priority order compared to holders of ordinary shares. Secondly, the privilege extends to the procedure for paying dividends. For preference shares, the amount of the dividend paid is fixed.

The following can be distinguished character traits preferred shares:

1. Preferred shares reflect co-ownership relations within the limits of their nominal value.
2. The holders of preference shares are deprived of the right to vote, in contrast to the holders of ordinary shares.
3. For preferred shares, the amount of the dividend paid is fixed. Dividends on preference shares are paid before dividends on ordinary shares.
4. The holders of preferred shares have a priority right over the holders of ordinary shares to a certain share of the assets in the liquidation of the issuing company.

Advantages of issuing preferred shares from the point of view of the issuer:

maintaining control over the management of the joint-stock company (the new issue does not entail changes in the ratio of shares in the joint-stock company);

non-payment of a fixed dividend on preferred shares does not entail the procedure for automatically declaring the issuer bankrupt.

Preferred shares are intermediate between bonds and common stock. Preferred stock, like bonds, usually pays a fixed income, and this makes preferred stock similar to bonds. But unlike bonds, preferred shares are not the debt of the company that issued them, do not have a maturity date, and do not create property claims "from the outside" even if 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 ordinary) shares.

An ordinary share is a security that gives the right to vote at a shareholders' meeting and to participate in distributed net income after the replenishment of reserves, the payment of interest on bonds and dividends on preferred shares. The main differences between ordinary shares and preferred shares:

1) holders of an ordinary share have the right to vote at a shareholders' meeting;
2) the amount of dividends depends on the performance of the joint-stock company and is agreed in advance.

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

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

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

Thirdly, the pre-emptive right to buy shares of additional issues. This enables the shareholder to retain his share in the ownership of the joint-stock company.

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

Fifth, in the event of liquidation of a joint-stock company, the owner of ordinary shares receives the right to a share of the property that remains after the claims of creditors and owners of preferred shares are satisfied.

Common stock refers to securities that carry a higher degree of risk than bonds or preferred stock. The owners of ordinary shares do not know in advance their earnings. Dividends on such shares may vary from year to year. If the company does well, it can pay big dividends. However, in difficult times for the company, it may not declare dividends on ordinary shares at all. In addition, even in prosperous years, a decision may be made not to pay dividends, but to leave profits for the development of production. Sometimes dividends can be paid in new shares. In this case, the company solves several problems at once. First, dividends are paid, and therefore, there is no dissatisfaction of ordinary shareholders. Secondly, share capital increases. Thirdly, since additional shares are issued to “their” shareholders, there is no “dilution” share capital at the expense of "new" shareholders.

If the business of a joint-stock company is going well, then the share price rises and can increase many times over with the passage of time. However, it has been observed that investors prefer stocks whose rates are within certain price limits, so companies try to prevent the rate from rising above a certain value.

There are several types of stock prices:

- nominal value. It is determined by the founders and depends on the size of the authorized capital, the nature of the planned activities of the company and the specific market situation. The nominal value is reflected in the issue prospectus. According to Russian legislation There are two restrictions on the par value of shares:
- 1. the par value of a share cannot be less than 10 rubles;
- 2. Joint-stock companies in the Russian Federation may issue shares of any nominal value, divisible by 10.

In Russia, it is a mandatory requirement to put down the face value on the letterhead of the security.

- market value(price). When a share is sold, its market value, as a rule, differs from the par value. The actual market price of shares is called the market value (rate) of shares. The share price is defined as a capitalized dividend, i.e. equals the amount of money-capital which, when lent or deposited in a bank, will yield an income equal to the dividend.
- balance sheet (accounting) value. In contrast to the nominal value, it changes from year to year and is determined by excluding their liabilities from all assets of a joint-stock company and dividing the result obtained (quantitatively equal to the ownership of shareholders) by the total number of ordinary shares in circulation. The book value reflects the amount of equity owned by shareholders per share.

A dividend is income from shares paid out of a part of the net profit of a joint-stock company distributed among its shareholders per share. The dividend can be expressed in absolute amount and as a coefficient. The coefficient, or interest rate of a dividend, is defined as the ratio of dividend income in monetary terms to the par value of a share. The dividend rate determines the return on the stock.

Dividends on placed shares may be paid in accordance with the decision of the shareholders and the charter of the joint stock company quarterly, semi-annually or annually. The source of their payment is the net profit for the current year. Interim dividends are paid by decision of the board of directors of the company, and the amount 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 amount of paid interim dividends and more than 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 preferred shares. First of all, dividends are paid on preferred shares of a preferential type with a dividend amount fixed in the charter.

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

After the full payment of the dividends stipulated by the company on all types of preference shares, dividends on ordinary shares are paid. Dividends on ordinary shares may not be paid in case of financial difficulties, if an insufficient amount of profit is received.

The actual amount of dividends for the year is declared by the general meeting of shareholders at the suggestion of the board of directors. Dividends are not paid on shares that have been issued into circulation or are on the balance sheet of a joint-stock company. Dividends are also not paid until the company fully fulfills the conditions for the mandatory redemption of shares from its shareholders.

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