Shares are of three types ordinary. Concept, types of shares

Below is the classic definition of the concept of "share", which, with minor variations, is inherent in the legislation of most states that are sufficiently developed to independently ensure the circulation of these securities in the business environment.

So, promotion- this is a registered, perpetual, equity, issuance security that provides its owner with the rights to a part of a joint-stock company in the form, participation in the management of a joint-stock company and part of the property of a joint-stock company in the case of it.

Since 2003, the shares have finally secured the status of registered securities, and their purchasers can be both individuals and legal entities. Other main features of stocks are (1) their equity nature and (2) perpetuity.

Shares include securities, certifying the right of the buyer to a share of the property that issued them. The owner of even one share is considered a co-owner of a joint-stock company and can count on a share of the profits from its activities.

Perpetuity means that there is no obligation (that is, the enterprise that issued them) on it after the expiration of any predetermined period.

The owner of a share has the right to sell it to anyone, including the issuer.

In addition to equity securities, there are so-called debt securities. The most common debt securities are bonds. The main purpose of issuing such securities is to borrow money for a period of time.

Debt securities are urgent, that is, they have a specific maturity (the exact date the issuer buys these securities).

Unlike bonds, shares, by their legal nature, confirm the right of a shareholder to a share of the property of a joint-stock company and are characterized by an unlimited validity period.

Shares can be traded on stock exchanges, and therefore subject to the procedure. The participation of a share in exchange trading allows the issuer to attract cheap shares, increase the capitalization of the company, and raise the status of the enterprise in the business environment.

There are two main types of shares: (1) ordinary and (2) .

The legislation of the vast majority of states where there is regulatory regulation stock market, delimits ordinary (or, ordinary) shares from preferred shares.

Ordinary shares certify the right of their owner to a share of a joint-stock company in the event of its liquidation.

Such shares also certify the owner's right to receive dividends and to participate in the management of the joint-stock company by participating in shareholders' meetings.

The source of dividends paid is exclusively the net profit of the enterprise.

The amount of dividends that the owner of a common share can count on is not determined in advance and is not guaranteed in any way, although it directly depends on the number of shares owned.

The authority to determine the amount of dividends to be paid belongs to the board of directors of the company, however, the size proposed by this management body can be adjusted downwards by the general meeting of shareholders.

Dividends on ordinary shares may not be paid at all, and the corresponding funds - by decision of the management bodies of the joint-stock company - can be redirected to the development of the enterprise.

The key goals for acquiring such shares are (1) participation in the management of the company (the more shares, the greater the influence on decision-making) or (2) in a promising enterprise for the long term, in the expectation that the market will grow significantly over time.

The totality of shares issued by one joint-stock company and owned by one person is commonly called a block of shares. The size of the block of shares determines the influence of the shareholder on the adoption of certain decisions by the company.

Overcoming the 5% barrier allows a shareholder to single-handedly convene a general meeting of shareholders.

The acquisition of 20 or more percent of the shares de facto allows you to block a significant part of the decisions taken by such a meeting. De jure, this requires the presence of 25 percent of the shares of a particular company. Such a packet will be called blocking.

Possession of a block of shares in excess of 50 percent of the total number of shares ensures total control over the economic activities of a commercial organization. Such a block of shares is commonly referred to as a controlling stake.

The owner of an unconditional controlling stake (50 percent plus one share) is free to form the management bodies of the company at his own discretion. In the USA, Great Britain and a number of other countries, the size of the controlling stake can be much lower (5-20%).

When acquiring a certain number of shares that increase the package to 25 percent or more than 50 percent, it is customary to pay the former owner a certain amount in excess.

Such an additional payment is called an allowance for a block of shares, which is a kind of payment for the expansion of powers that come to a new owner of shares with a commensurate increase in his block.

At the initial stage of corporatization of enterprises, members of the labor collective very often became the happy owners of preferred shares, which at the same time deprived them of the right to vote on general meetings.

Since 2007, in case of non-payment of dividends on such shares (except for cumulative ones), their owners become full participants in shareholders' meetings with the right to vote.

Share price

Traditionally, there are four types of value inherent in any share:

• nominal,
• market,
• balance sheet and
• emission.

. Nominal (face-to-face) value of a share displayed on the front side of the paper form on which the share is printed. The size of the authorized capital exactly corresponds to the sum of the nominal values ​​of all shares.


Everyone has ordinary shares face value is the same. It is taken into account during initial public offerings on the stock market, and it is customary to “dance” from it when assessing tariffs and commission fees.

. Market value of a share reflects its quotation on secondary market, which is formed under the influence of spontaneously developing demand, supply and the level of a particular market segment.

The market value of the shares correlates with the liquidation value of the company's property.

. Book value of shares indicates the size of the company's property per share. It is calculated by dividing book value enterprise (the value of all its net assets) per number of ordinary shares issued.

Such calculations are made during other financial and financial audits. economic activity companies.

The excess of the book value of a share over its market value is a sure sign of the forthcoming increase in its market value.

. Issue value of shares represents their value at the time of the conclusion of the first purchase and sale transaction in the process of initial placement. At this cost, they are acquired by the first third-party owners.

The issuance value in the vast majority of cases coincides with the nominal value of shares or exceeds it by a certain amount, called share premium (revenue).

The total value of the shares usually differs from the numerical value of the assets owned by the commercial organization.

In practice, stockholders are much more concerned about the company's ability to generate the required level of return. The latter indicator has a significant impact on the formation of the selling price of shares.

To obtain reliable data on the value of a joint-stock company, they usually resort to services or, which also form regarding the value of shares owned by the company.

As a rule, the estimated value of shares differs from their market value. If there is an excess of the market value over the estimated value, such shares are considered overvalued, in the opposite ratio - undervalued.

The role of the governing document regulating the procedure for recording in shares and transactions with them is assigned to the approved order of the Ministry of Finance of the Russian Federation No. 126n dated December 10, 2002 financial investments"PBU 19/02".

All commercial organizations are required to organize proper analytical accounting of acquired shares and their further movement.

The basis accounting shares are based on their initial value, which is understood as the actual cost of their purchase, net of VAT.

In the event that a company acquires shares on a gratuitous basis - as a result of a donation or for other reasons - their market value at the time of registration is taken as the initial value of such securities.

Shares may be disposed of by the organization as a result of their sale, transfer for compensation or gratuitous transfer, including on account of a contribution under a simple partnership agreement or to the authorized capital of a third-party commercial organization.

To determine the value of retired shares, the initial cost of each of them is taken into account or the average initial cost is calculated.

More rarely, such an assessment is made on the basis of original cost stocks that are the first to go out.

Dividend income on shares is recognized as income from common species activities or other income. Expenses associated with the maintenance of storage or movement of shares (services of the depositary or banking institution) are classified as other expenses of the company.

IN financial statements V without fail reflects information on the methods of valuation of shares upon their disposal, the value of shares, information on reserves for depreciation of shares and a number of other information.

Stocks seem to be one of the most attractive and widespread investment objects, especially abroad.

Today's publication includes a CLASSIC definition of the concept of "shares", and also gives an idea of ​​the main features of shares - their equity and perpetual nature. In addition, the question of the types of shares is considered quite substantively.

Considerable attention is paid to the concept of the value of shares and methods of its determination, the peculiarities of accounting for this type of securities and some aspects characterizing the powers of shareholders arising from the ownership of certain shares.

Understanding what stocks are, what are their main features and types, advantages and disadvantages, is an important component financial literacy. The topic that has been started - in view of its immensity - will certainly be continued in the following articles.

Video about what shares are:

Almost all large enterprises are founded in the form of joint-stock companies of a public or private nature; they are also called public or private companies. It is usually not difficult to enter the capital of an OJSC (now they write PAO more often) and become a co-owner of an enterprise; any individual or legal entity can do this by purchasing a certain number of shares.

stock a security is called a security confirming the holder's right to participate in the management of a joint-stock company, in its profits and in the distribution of the remaining property upon liquidation of the company.

The share is a standardized certificate, identical to all others issued by this joint-stock company upon its establishment. It is issued to everyone who took part in the formation of the capital of this company, and the number of shares issued is directly proportional to the contributed share. The price paid for a share in the issue accompanying the formation of a joint-stock company indicates the value of a single share and is indicated on the share itself. This price is called denomination or face value stock.

Shares are divided into simple(ordinary) and privileged(preferential, or abbreviated, prefactions).

Ordinary shares are characterized by the fact that the size of the dividend on them is set depending on the profit of the joint-stock company. It should be noted that even if the JSC is profitable, the meeting of shareholders may decide to direct all profits to the development of production (or other needs) and dividends may not be paid in connection with this. In other words, the payment of dividends is not a legal obligation of the joint stock company.

But the main advantage of a common share is its ability to quickly increase capital not only by paying dividends, but also by increasing course(market) value.

In addition to ordinary shares of JSC emits(puts into circulation) and preferred shares. The holders of preference shares are provided with a priority right to a dividend, and in a certain amount - for example, 10% of net profit enterprises. A joint-stock company must allocate its net income (i.e., after-tax profit) primarily to the settlement of preference shares. Preferred shares are voiceless, that is, they do not give the right to vote in solving the internal issues of the company. In addition, in the event of bankruptcy of a joint-stock company, the claims of the owners of preferred shares are satisfied first, and only then the owners of ordinary shares.

Distinguish bearer And registered shares. bearer stock impersonal, they do not bear the name of the owner, which facilitates their sale and purchase. As for receiving dividends on bearer shares, shareholders receive them independently at the company's representative offices according to the number and series of shares.

registered shares personalized, that is, attributed to a specific owner - an individual or legal entity. The process of buying and selling such shares is associated with the re-registration of shares in the name of a new owner. This is done as follows: each joint-stock company that issued registered shares conducts registry(list) of shareholders independently or entrusts it to a specialized organization − depository. The register contains the address and details of the shareholder, as well as the number of the bank account to which dividends must be transferred. If the shares have changed ownership, a corresponding entry must be made in the register of shareholders.

Shares may be issued by a joint-stock company in documentary(paper) or non-documentary form. The documentary form is less convenient due to the fact that the paper for shares must be special, with several degrees of protection against counterfeiting. Therefore, the forms themselves can be quite expensive - for example, $ 5-7 per piece. In addition, paper wears out over time and needs to be replaced, which also implies a certain cost.

Finally, paper stocks are not suitable for modern exchange trading, which is carried out via the Internet from remote terminals of market participants. Automation of exchange trading assumes that all operations for the change of ownership, depositary and brokerage settlements occur instantly, in real time. And this is possible only when the shares exist in virtual form. They can only be seen in the balances of traders presented on computer screens. By opening his personal account, each participant in the securities market sees how many securities of one type or another he has.

Dividends earned by the owner of the shares are transferred to his brokerage account, about which a corresponding entry is made in the electronic report. You can deposit money to a brokerage account or withdraw earned income using a current account and an ATM. The simplicity and accessibility of modern stock exchange trading makes this financial instrument widespread among the population and enterprises that invest in stocks directly from their office, home or mobile device.

A share is a security that makes a shareholder a "co-owner" of the joint-stock company (issuing company) that issued the shares. The shareholder assumes the risks of property losses (in the amount of investments) and has the right to receive the company's profit as dividends and to make decisions on the company's activities. The shareholder also has the right to sell and buy shares.

There are many options for exercising the rights of a shareholder, in accordance with the types of shares. Types of shares can be distinguished according to their principles and additional properties (assigned to shares in special cases).

Types of shares:

According to the principle of guaranteed receipt of dividends, shares are divided into:

ordinary, including: simple; plural; founding.

preferred, including: by the right to a share of the remaining profit (participating shares; non-participating); if possible, accumulation of dividends (cumulative; non-cumulative); if possible, redeemable by the issuing company (redeemable; non-redeemable);

According to the principle of ownership of shares by the owner, they are divided into:

nominal, including: simple, vinculated;

bearer shares.

According to additional properties (the list of which in this article is not exhaustive), shares can be divided into:

• - Fractional and whole;
• - Preferential, including:

Shares with the right;

Golden shares.

• - Shares with zero face value;
• - Own shares;
• - Premium shares;
• - Free promotions.

1. According to the principle of guaranteed receipt of dividends, shares are divided into ordinary and preferred.

Ordinary shares are the most common, it is their owners who assume the risks of the company. Such shares give the owner the right to vote (possibility of management) at the meeting of shareholders (one share = one vote, in some cases the shares can give more votes, they are called plural and cost more) only after full payment shares and the right to receive part of the profit in the form of dividends (which fluctuate depending on the amount of profit and the decision of the shareholders' meeting to reinvest this profit and are distributed in proportion to the shareholder's share in the capital (total number of shares) of the company).

The payment of dividends on ordinary shares occurs after all payments and deductions, incl. after the payment of dividends to holders of preferred shares. In the event of liquidation of the company, the owners of such shares are entitled to receive part of its property (after all payments on obligations and preferred shares). The holders of ordinary shares have the right to decide at the shareholders' meeting whether to pay dividends or reinvest the company's profits.

In world practice, there are founder shares as a kind of ordinary shares. Their issue is aimed at ensuring that a number of shareholders cannot lose the rights to manage the company even when a large number of shares are issued - they give the right to more votes, the priority right to receive shares in the event of an additional issue (dividends on them may not be paid in order to preserve more rights vote).

A preferred share gives its holders the right to receive a fixed dividend, which is usually quoted as a percentage of the par value of the share. If the company's profits are not sufficient to pay dividends on these shares, then the payments come from the reserve fund. But these shares do not confer management rights (except special occasions prescribed by law).

In the case of a high profitability of the company, the owners of preferred shares can increase the dividend, but this rarely happens (a number of preferred shares, called participation shares, are entitled to a share of the remaining profit, by analogy, the remaining shares are called non-participating shares).

A number of preferred shares gives the right to receive unpaid dividends for one reason or another for previous years (before ordinary shareholders receive dividends for the current year). These shares are called cumulative. Shares that do not allow the accumulation of dividends are non-cumulative.

Preferred shares are also redeemable - having a fixed redemption date by the issuing company and not redeemable.

When a company is liquidated, preferred shareholders are entitled to a fixed liquidation value. The nominal value of preferred shares may not exceed 25% of the authorized capital of the JSC.

2. According to the principle of ownership of shares by the owner, they are divided into registered and bearer shares.

The owner of a nominal share must be registered in the register of a joint-stock company. They use these shares to control capital and limit the number of unwanted investors. A separate type of registered shares - vinculated shares - can be sold by owners only with the consent of the issuer.

The holders of bearer shares are not registered in the register and the shares can be sold by direct transfer. This type of shares appeared in connection with the emergence and development of the institution of stock exchanges. Dividends on such shares must be claimed by presenting coupons attached to the share certificate.

• 3. In the event that a shareholder, for any reason, bought not a whole share, but a part of it, the share is called a fractional share. Fractional shares give the holder the rights of the corresponding category, in an amount corresponding to the part of the whole share that it constitutes.
• 4. The share may be preferential and provide the owner with various benefits that are not related to dividends, for example: shares with the right give pre-emptive rights to repurchase additional shares.

golden shares - used to leave control of the company for a certain period in the hands of the state in the process of privatization (gives the state a decisive vote at the shareholders' meeting, but does not give the right to a share of ownership).

All other types of shares are less common.

• 5. Share with zero face value, i.e. provides a certain share of the company's ownership (guarantees the owner of the ownership of certain property in the event of liquidation), and has no nominal value. Does not give the owner the rights of a full-fledged shareholder.
• 6. Shares repurchased by the company are called treasury shares: they do not give the right to vote and receive dividends. If during the year they are not sold by the company, it is obliged to reduce the size of the authorized capital.
• 7. Shares distributed in addition to wages(in the West) are called premium shares and give the right to receive only a portion of the profits.
• 8. In addition, shares are free and are issued by AO based on the increase in the market value of capital. Distributed proportionally among the shareholders. Used in the west.

Other types of shares are also used in the world economy (there are, for example, preferred ordinary shares, shares of class “A” and class “B”), which is explained by the long history of private capital. Russia is trying to adopt the positive experience of other countries, taking into account the practice of manipulating various financial instruments and rights. On the one hand, this reduces the investor's freedom of choice, on the other hand, it legislative regulation operations with shares protects a simple investor from the risks associated with the dishonesty of the counterparty and lack of awareness.

Introduction

Chapter 2. Types of shares

2.1 Ordinary shares

2.4 Fractional shares

2.5 Documentary and uncertificated shares

Conclusion

Bibliography

Introduction

Transition Russian Federation from centralized state planning financial and economic activities to market economy predetermined the revival of joint-stock companies, which are today one of the most common forms of organization entrepreneurial activity. An equity security that secures the rights of its owner (shareholder) to receive part of the profits of a joint-stock company in the form of dividends, to participate in the management of a joint-stock company and to part of the property remaining after its liquidation, is a share (German Aktie, from Latin actio - action , fine). A share is the only corporate security in Russian legislation that certifies the right to membership in a joint stock company. The issue of shares, as is clear from their very name, can only be carried out by joint-stock companies, which form their authorized capital in this way.

Stocks play a huge role in the economy. With their help, the monetary savings of individuals and legal entities turn into real material objects, equipment and technology. They redistribute funds, provide certain rights to their owners, in addition to the right to capital, provide income and (or) the return of the capital itself.

All of the above indicates the relevance of studying shares as a type of securities.

aimthis course work is the consideration of shares as securities and their types.

To achieve this goal, we solve the following tasks works:

) analyze the characteristics and properties of the security;

) identify the economic and legal nature of shares;

) define the concept of a share;

) classify shares into types;

) explore certain types shares.

Chapter 1. Shares as a type of securities

1.1 Signs and properties of a security

IN advanced economy the object of commodity (property) turnover is not only things, but also property rights, including those expressed in special documents - securities.

Securities arose in the early Middle Ages. Their appearance in property turnover, and then their rapid development, is objectively determined by the dynamics of the two main elements of a market economy - goods and money. With the growth of production volumes, it became more and more difficult for commodity owners to keep goods "with them", to move them from place to place, to transfer them from hand to hand. So there was a need for a document that would replace the goods, reliably testify to the presence of certain goods in its owner, their quantity, quality, storage location and other data. Gradually ceased to satisfy the needs of a market economy and money. Money was often not enough. Being with their owner, they always represent a tempting and easy prey for thieves and other intruders. It became more and more obvious the need to search for their substitutes - money surrogates, a document that would confirm financial opportunities its owner.

MM. Agarkov considered as securities documents that have value by virtue of the rights contained in them, for the implementation of which it is necessary to present the paper to a certain person. In economic reference publications, securities are considered either as documents of property content, with which law is inextricably linked, or as monetary documents certifying the right of ownership or loan relations, defining the relationship between the person who issued these documents and their owners and providing for the payment of income in the form of interest. or dividends, as well as the possibility of transferring monetary and other rights arising from these documents to other persons.

The main positions of scientists can be divided into two polar groups:

) "A security is, first of all, a document that is a carrier of data indicating the owner's right to the values ​​and powers enshrined in it." 2) Securities can certify not only property, but also non-property rights (for example, the right of a shareholder to participate in management of a joint-stock company (hereinafter - JSC)).

In general, the concept and nature of securities still remain discussion questions.

From an economic point of view, a security can be defined as money document, which certifies the relationship of co-ownership or loan between its owner and the issuer.

From the point of view of civil law, a security as a document belongs to the category of movable things (cf. clause 2 of article 142 and clause 2 of article 130 Civil Code RF (hereinafter referred to as the Civil Code)). At the same time, the right expressed in it may relate to both movables and real estate (for example, in a mortgage that formalizes rights to mortgaged real estate). Many securities (in particular, shares) as things are defined by generic characteristics, despite the possibility of their individualization (for example, by numbers), but they can also be individually defined (a bill that won a lottery ticket, etc.).

To recognize a document as a security, it must meet certain special features (properties) arising from the requirements of the law. These include, Firstly, literality, which is understood as the ability to demand the execution of only what is directly indicated in the security. Hence the need to establish and comply with strictly formal details, in the absence of at least one of which the document loses the properties of the security (becomes invalid). A security is a strictly formal document (clause 2, article 144 of the Civil Code).

The Council under the President of the Russian Federation for the Codification of Civil Legislation approved the Concept for the Development of the Civil Legislation of the Russian Federation, which, in particular, states that clause 2 of Article 144 of the Civil Code provides that the absence required details of a security or non-compliance of a security with the form established for it shall entail its nullity. At the same time, the legal consequences of "insignificance" of the security are not envisaged. It is advisable to establish the following general consequence of a violation of the requirements for the form and details of a security: such a document is not considered a security, but at the same time it may have the value of a simple receipt, a debt document, etc.

Secondly, this is the legitimation of the subject of law, expressed in a security, i.e. his legalization as a person authorized by the paper. It's about first of all, about the method of designating such a subject, the form (or degree) of its certainty (different, for example, in registered and bearer securities).

Thirdthe most important property of such a document is the need for its presentation (presentation to the obligated person). Only in this case is it possible to freely exercise the right expressed in the document, because only the presentation of the paper guarantees the exercise of the right of the authorized person, and only the bearer of the original of this document must be granted execution by the obligated person. Other documents used in circulation can prove the existence or content of known legal relations (receipt, text of the contract, etc.), but do not become a prerequisite for the implementation of their constituent rights. Therefore, the beginning of the presentation distinguishes a security from other documents of civil law significance.

security paper, fourthly, is also characterized by the abstractness of the obligation enshrined in it, since the refusal to fulfill it by the obligated person with reference to the absence of grounds or its invalidity is not allowed (clause 2 of article 147 of the Civil Code). This rule also applies if the security itself indicates the basis for its issuance, which, for example, is disputed by the debtor. Only the absence of the requisites provided for by law can lead to the invalidity of a security (and, consequently, the right expressed in it).

Finally, fifth, the security gives the property of autonomy to the right expressed in it. This means that a person who legally acquires a security receives a claim on it that does not depend on the rights to this security of the previous owner, i.e. having an autonomous (independent) character. By virtue of this circumstance, the right expressed in the paper passes to the bona fide purchaser in the same way as it is indicated in the paper, and therefore the person liable under this security is not entitled to oppose such an acquirer with any objections based on his legal relations with his predecessors. In other words, participants in a legal relationship with a security can trust its formal details, without taking into account other circumstances. This property is often referred to as the beginning of public certainty.

This property is not possessed by the so-called ordinary registered securities, which are therefore not always classified as securities. In the literature, they are sometimes called rekta-papers (from German Rektapapier - registered securities), since they directly (rekta) indicate the authorized person (bills and checks containing the clause "not to order" or similar to it and thereby excluding their transfer to others persons).

Thus, in civil law, a document is recognized as a security, certifying, in compliance with the established form (details), property rights, the exercise or transfer of which is possible only upon its presentation (clause 1, article 142 of the Civil Code).

It should be borne in mind that even if all the listed signs (properties) are present, the document acquires the force of a security only if this is expressly indicated in the law (or in a by-law adopted on the basis of the relevant law) (Article 143, clause 1 of Art. 144 GK).

So, the securities themselves do not have any material value, but embody guaranteed rights to real, actual values: money, goods, services. They are able to serve as means of payment, credit, the formation of treasures, the distribution of profits, etc. Replacing real goods and money, securities create conditions for more efficient financing of the market: storage and circulation of commodity-money values, their quick and economical transfer from one owner to another.

1.2 Economic and legal nature of shares. Share concept

The Civil Code lists types of securities:government bond, bond, promissory note, check, deposit and savings certificates, banking savings book bearer, bill of lading, shares, privatization securities and other documents, which are classified as securities by securities laws or in the manner prescribed by them (Article 143 of the Civil Code).

The most massive and significant types of basic securities are bonds and shares.

In accordance with Article 128 of the Civil Code, a share belongs to things, has free turnover and can be an independent subject of transactions (donation, sale, etc.). The rights arising from the share allow its owner to exercise his right to participate in the JSC.

Shares are issued (issued) by JSC in order to attract additional Money for their activities carried out through their implementation to individuals (citizens) and legal (organizations) persons.

The conditions for the issue (issue) of shares, including their number, form of issue, as well as the rights that the owners of these shares will have, are fixed in the charter of the company and in a special document - the prospectus for the issue of shares. The prospectus for the issue of shares must be registered with the Ministry of Finance of the Russian Federation.

Arbitration Court Rostov region was considered statement of claim the bankruptcy trustee on the invalidation of transactions of exchange by the debtor organization (parent company) of shares of subsidiaries for its own shares. The plaintiff's argument was based on the violation by the parties of the transactions of the procedure for making decisions on the acquisition of shares, transactions with interested parties, etc. When examining the materials of the case, the court found that the issue of shares of the debtor organization was registered before the conclusion of the disputed transactions, and the issue of shares of subsidiaries, although and was registered, but some time later. The question arose whether there were any shares, the issue of which was not registered, as property subject to exchange (Article 567 of the Civil Code). The court considered the disputed transactions not concluded and dismissed the claim on the basis that the absence of registration of the issue excludes not only the circulation of securities, but also their very existence as objects civil rights(shares). In the absence of shares of at least one party to the exchange agreement, the subject of the agreement cannot be considered certain, and the agreement itself cannot be concluded.

A feature of a share as a security certifying the right to membership in a corporation is that the property and non-property rights provided by it are closely related, intertwined, which allows us to conclude that the share represents a kind of set of rights - the right to membership in a corporation. Thus, each owner of a security - a shareholder - is a subject of corporate relations. Membership in an open joint-stock company is understood as a set of rights and obligations of a shareholder in relation to the company, determined by law and the charter of the company. In an open JSC, shareholders do not have membership rights and obligations in relation to other shareholders.

In any corporation, which is understood as a voluntary association of individuals and (or) legal entities, organized on the basis of membership of its participants, the participants traditionally have a triad of powers: the right to participate in managing the affairs of the company, the right to receive profit and the right to receive a liquidation quota, but only in joint-stock companies, which are associations of capitals with a wide and constantly renewing circle of participants, these rights were secured in a security - shares and thereby acquired the property of negotiability in a simplified manner. These rights granted by a share are the minimum that does not depend on the number of shares (stakes in the authorized capital). However, there is a direct relationship between the number of shares owned by a shareholder (share in the authorized capital) and the amount of rights owned: the larger the block of shares (the higher the share in the authorized capital), the greater the amount of rights owned.

It is customary to single out two main characteristics inherent in the stock.

Firstly, a share may be evidence that a person is a member of a JSC. The specified membership is understood as a set of rights and obligations of a shareholder in relation to JSC, and in closed JSC - also the rights and obligations of a shareholder in relation to other shareholders.

Secondly, a share may denote a shareholder's interest in a joint-stock company. Thus, the division of the authorized capital of a joint-stock company into shares means, first of all, that the share in this case expresses the share of the shareholder in the company. The share of participation is defined as the ratio of the value of the authorized capital and the par value of the share.

Membership in a joint-stock company arises for the founder not due to documentation(including through a share), but as a result of subscription for shares, provided, firstly, the creation of a JSC and, secondly, a partial contribution to the authorized capital of the company in the manner prescribed by the company's charter. When establishing a JSC, the founders are required to make half of the contribution, in other words, to pay at least 50% of its authorized capital by the time of registration of the company (Article 99 of the Civil Code, clause 1 of Article 34 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies" (as amended on April 5, 2013) (hereinafter referred to as the Law on Joint Stock Companies)).

A feature of shares as corporate securities that secure the right to participate in the affairs of a joint-stock company is the opportunity they provide, if there is a certain number of them, to influence the conduct of entrepreneurial and other activities by the joint-stock company.

Entrepreneurial activity in the legal form of a JSC affects the interests of a large number of shareholders, investors, as well as public interests. By regulating the procedure for creating and legal status joint-stock companies, the rights and obligations of their shareholders, as well as ensuring the protection of the rights and interests of shareholders, the state acts within the limits determined by the Constitution of the Russian Federation on the basis that it has no right to deprive joint-stock and other business companies of their powers, which are the main content of the constitutional right to freely use their abilities and property for entrepreneurial activity.

Since the interests of creditors and shareholders, shareholders and management, shareholders - owners of large blocks of shares and minority shareholders may collide in the course of a JSC's business activities, one of the main tasks of the JSC legislation is to ensure a balance between their legitimate interests taking into account the fact that the Constitution of the Russian Federation establishes the principle according to which the exercise of the rights and freedoms of a person and a citizen should not violate the rights and freedoms of other persons (part 3 of article 17), and guarantees everyone judicial protection of his rights and freedoms (part 1 of article .46) subject to the principle of legal certainty.

The multilateral aspect of the rights to a share in a JSC is characterized by the fact that a security first of all certifies the right of membership in a JSC. On the other hand, it is the joint-stock company, by issuing its shares, that forms its authorized capital. "The authorized capital of the company is made up of the nominal value of the company's shares acquired by the shareholders" (Article 25 of the Law on Joint Stock Companies).

Thus, a security certifies property rights, but a share, as a corporate security, along with property rights, also provides other rights: the right to participate in the management of a joint-stock company, the right to receive information about the activities of a joint-stock company, and other rights that cannot be attributed to property rights.

The issue of the legal nature of these rights, designed to ensure a balance of interests of shareholders and management, shareholders - owners of large blocks of shares and minority shareholders, has not received an unambiguous solution in the legal literature.

For example, G. Shershenevich noted that "in a material sense, as the right to participate in an enterprise, a share is a necessary moment in a joint stock partnership. In turn, this right to participate is expressed in three forms:

a) participation in the division of profits given by the enterprise;

b) participation in the division of the property of the partnership during its liquidation;

c) participation in the management of the affairs of the partnership.

The first two powers are of a property nature, the third is of a personal nature.

One should agree with O. Sadikov that "non-property relations of a personal nature, accompanying property relations, arise in the activities of business partnerships and companies, the participants of which have the right to participate in managing the affairs of the partnership and society, receive information about their activities and get acquainted with the relevant documentation."

Federal Law No. 39-FZ of April 22, 1996 "On the Securities Market" (as amended on June 28, 2013) (hereinafter referred to as the Law on the Securities Market) defines a share as an equity security that secures the rights of its owner to receive a share profits of the joint-stock company in the form of dividends, for participation in the management of the joint-stock company and for a part of the property remaining after its liquidation (Article 2). It should be noted the peculiarity of legal relations, the subjects of which are shareholders. Thus, a share, like any security, certifies a set of rights, but cannot fix the obligations of a shareholder in relation to the company.

The share provides its owner with a set of subjective civil rights, in which, based on the nature of the securities, property rights prevail. The most important is the right to participate in the management of the JSC. This right is non-property in nature, but is closely related to property rights. The non-property nature of the right to manage a society is indicated by the fact that this right does not contain an inextricable link with the personality of the authorized subject, which allows transferring this right to other subjects. property character due to the activities of JSC, which, as a commercial organization, carries out activities for the purpose of making a profit. A share as a security provides a unique set of property and non-property rights.

Shareholders - owners of ordinary shares of the company in accordance with Part 2 of Article 31 of the Law on Joint Stock Companies 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 liquidation of the company - the right to receive a part his property.

In addition to the traditional rights to own, use and dispose of a share as a thing, a share provides other rights related to the activities of the company. The subjective right to participate in the management of a joint-stock company granted by a share has a complex structure and includes several independent powers:

The right to demand the convening of the annual meeting of shareholders.

Opportunity to participate both in the preparation of the General Meeting of Shareholders, and participation in it itself.

It should be noted that only in the presence of certain legal facts, a shareholder can exercise his right to participate in the management of JSC affairs. These facts include:

the presence of a shareholder in the list of persons entitled to participate in the general meeting;

extract from the register of shareholders;

making a decision to hold a general or extraordinary meeting;

the presence of a certain number of shares to exercise the rights of a shareholder to make a proposal to the agenda of the general meeting, to exercise their right to demand the convening of an extraordinary general meeting.

Another non-property right is closely connected with the right to participate in the management of a joint-stock company - the right to receive information about the activities of the company. The content of the right to information includes two basic powers: the right to demand certain information from the corporation; the right to protection, providing the possibility of applying to the court in case of failure by the corporation (JSC) of the specified obligation.

The company is obliged to provide shareholders with access to the documents provided for in paragraph 1 of Article 89 of the Law on Joint Stock Companies.

Certain information may be provided to shareholders who own the relevant block of shares and thus are able to influence the activities of the JSC. This includes the right of shareholders with at least one percent of the votes to get acquainted with the list of persons entitled to participate in the general meeting of shareholders (clause 4, article 51 of the Law on Joint Stock Companies); the right of access to accounting documents and minutes of meetings of the collegial executive body is held by shareholders (shareholder) holding in total at least 25 percent of the voting shares of the company (clause 1, article 91 of the Law on Joint Stock Companies).

Integral part The constitutional and legal status of JSC participants in relations with JSC is the right to freely seek, receive, transmit, produce and disseminate information by any in a legal way. It underlies the exercise by shareholders of their rights, including the right to information about a joint-stock company, which is ensured as a Civil Code, which provides for the right of participants in a business company to receive information about the activities of the company and get acquainted with it. ledgers and other documentation in accordance with the procedure established by the constituent documents (paragraph 3, clause 1, article 67), as well as a number of other laws that disclose the content of the right to information in the field of entrepreneurial activity, including the volume, quantity and composition of the information provided.

Features of an open joint-stock company as the most complex shape organization of a business, despite the fact that any person can become a participant, require public conduct of business, including mandatory annual open publication for public information annual report, balance sheet and profit and loss accounts confirmed by an independent audit. The information contained in these documents is not a commercial secret, and its provision (both to shareholders and other persons) is impossible without the preparation of financial statements. Exemption from the obligation to maintain accounting records in relation to the activities of an open joint-stock company does not, therefore, exclude the need to draw up financial statements in the form prescribed by law based on data on the property and financial position and results of economic activities in order to ensure information transparency and the possibility of shareholders exercising their rights, including including the right to receive information about the activities of JSC.

A complex legal composition forms the shareholder's right, provided by the share, to receive dividends. A joint-stock company has an obligation to pay dividends only after the general meeting makes a relevant decision. It should be borne in mind that the decision to pay dividends is the right of the JSC, and not its responsibility. If the JSC does not decide on the payment of dividends, then the shareholders do not have the right to demand their payment in judicial order even if the society has a profit.

The right to receive dividends does not apply to all shareholders, but only to those who were included in the list of persons entitled to participate in the general meeting, at which the appropriate decision was made to pay dividends. Such a technical fixing of rights contradicts the general concept of the right following the thing. In case of alienation of shares after such a list is compiled, the right to receive a dividend does not transfer to the acquirer of shares, which contradicts general rule Civil Code, which provides for the simultaneous transfer to the acquirer of both the right to the security and the rights from the paper, as well as the transfer to the acquirer of all rights certified by securities in the aggregate.

In case of illegal payment of dividends that caused losses for the JSC, members of the board of directors, members of the executive body of the company, Management Company may be held liable in accordance with Article 71 of the Law on Joint Stock Companies, and if the payment of dividends led to the bankruptcy of the company, then in accordance with Article 56 of the Civil Code.

The action grants the right to receive a liquidation quota - a part of the JSC's property upon its liquidation. The right to receive a liquidation quota from shareholders arises after approval by the general meeting of shareholders in agreement with the state registering body of the liquidation balance sheet. The order in which the property of a company in liquidation is distributed among shareholders is determined in accordance with Article 23 of the Law on Joint Stock Companies.

Shares and bonds, being emissive securities, have common features, but by their legal nature differ significantly from each other. A clear distinction was made between these securities by G. Shershenevich, who pointed out that "1. A bond is a debt obligation, and its owner is a creditor of the company, while a share grants the right to participate in an enterprise, and its owner is the owner of the latter. 2. A bond gives the right for a certain percentage, a share - for a dividend, the amount of which depends on the size of the net profit. 3. In the event of liquidation or insolvency of the partnership, the bond gives its owner the right to satisfy from the property of the enterprise, while shareholders can only rely on the balance of paying all the debts of the enterprise.

An additional difference is the maturity of the bond, after a certain period it is subject to redemption. While the stock exists within the entire time of existence legal entity.

The transfer of the right to shares is subject to the requirements of the Law on the Securities Market, according to Article 29 of which the right to a registered non-documentary security passes to the acquirer: whenaccounting for rights to securities held by a person carrying out depositary activities - from the moment of making a credit entry on the acquirer's depo account; whenregistration of rights to securities in the registry system - from the moment of making a credit entry on personal account the acquirer.

The right to a registered documentary security passes to the acquirer:

) when accounting for the acquirer's rights to securities in the register maintenance system - from the moment the securities certificate is transferred to him after making a credit entry on the acquirer's personal account;

) when accounting for the acquirer's rights to securities with a person carrying out depository activities, with depositing a security certificate with a depository - from the moment a credit entry is made on the acquirer's depo account.

The rights secured by an issuance security shall pass to their acquirer from the moment of transfer of rights to this security. The transfer of rights secured by a registered issue-grade security must be accompanied by a notice to the registrar or depositary or nominal holder of the securities.

In accordance with the Regulations on Maintaining the Register of Owners of Registered Securities (clause 7.3.2), with the Procedure for Maintaining the Register of Equity Securities, the registrar makes entries in the register on the transfer of ownership of securities as a result of inheritance upon presentation of the original or a notarized copy of the certificate of the right to inheritance (transferred to the registrar); an identity document (to be presented to the registrar); the original or a notarized copy of the document confirming the rights of the authorized representative (transferred to the registrar); certificates of securities owned by the previous owner, in the documentary form of issue (transferred to the registrar).

Thus, a security - a share has a dual nature. On the one hand, this is the right to a security, on the other hand, numerous rights certified by a security. With the emergence of certain legal facts (placement of a share, various transactions for the disposal of shares, the making of an appropriate entry in the register about the new owner of the share, the issuance of a power of attorney, etc.), the owner of the share acquires certain rights arising from the security. The disposal of shares is subject to special legislation in the field of the securities market, and the properties and features of the shares are enshrined in civil law and legal acts.

Chapter 2. Types of shares

2.1 Ordinary shares

Common stock is an important tool financial market. In formation financial resources JSC common stock plays a decisive role. Their share in the authorized capital of the company in accordance with Russian legislation cannot be less than 75%. The vast majority specific gravity ordinary shares in the capital of companies is much higher. In many companies, the authorized capital is formed only at the expense of ordinary shares. The holders of ordinary shares have the following rights and advantages over the holders of preferred shares:

the right to receive a dividend. The announcement of dividends is within the competence of the general meeting, but the role of the board of directors is also great here, which submits recommendations to the general meeting of shareholders on determining the amount of dividends and the procedure for their payment. The general meeting, when making a decision, cannot exceed their size; the ability to quickly increase invested capital, the increase of which is due to two factors: the accrual of dividends and the growth in the market value of shares;

the ability to sell or buy additional shares fairly easily, since ordinary shares are more likely to satisfy market conditions than preferred shares;

the right to receive a part of the JSC's property upon its liquidation, but after satisfaction of the claims of creditors and owners of preferred shares.

One of the main features of an ordinary share as a holder of the right of ownership is that the shareholder in most cases cannot demand from the JSC to return the amount paid to him. This is what allows JSCs to freely dispose of their capital without fear that part of it will have to be returned to shareholders at their request. It follows that an ordinary share is a perpetual security that is not issued for a specified period. The life of the action ends only with the termination of the existence of JSC. This can happen when a company is voluntarily liquidated, taken over by another company or merged with it, as well as as a result of forced liquidation by a court decision, if the company is declared bankrupt and reorganization procedures are inappropriate.

Ordinary shares are always associated with the risk of financial loss. In the event of liquidation of a joint-stock company due to insolvency, and this case cannot be ruled out, a queue of those who have rights to the property of the bankrupt company is lined up. First of all, relations with all creditors are subject to settlement, then with the owners of preferred shares, and in the very last place are the owners of ordinary shares.

Companies widely use the mechanism of functioning of shares to form and increase the authorized capital. At the first stage, at the time of the creation of the JSC, the founders determine the amount of authorized capital they need and cover it with their contributions, receiving an equivalent number of shares. When establishing a JSC, the entire authorized capital must be fully distributed among the founders.

In countries with developed infrastructure stock market, there are various types of ordinary shares that restrict the rights of shareholders. The issuer, in order to prevent the buyout of a controlling stake, issues varieties of ordinary shares with limited voting rights. These shares are called limited.

) non-voting shares generally do not give their holders the right to vote at a shareholders' meeting. From the point of view of voting rights, this type of shares is equated to preferred shares (do not vote), and from the point of view of receiving dividends and property upon liquidation of a joint-stock company, to ordinary ones (the dividend is not fixed, and the shareholder receives his share in the property of the liquidated joint-stock company last). However, these shares are popular with those investors who do not claim to participate in the management of the enterprise, but expect to receive a stable and higher return on invested capital, since the dividend on all types of ordinary shares is paid in the same amount, and the market value of non-voting shares is lower. than ordinary shares with voting rights. Non-voting shares may be issued by companies that regularly pay dividends on ordinary shares. For example, Ford issued two types of shares in the 1980s, one of which restricted voting rights. As a result of the share offering, the Ford family and the directors of the company received 9% of the issued shares, which provided 40% of the votes;

) subordinate shares carry the right to vote, but to a lesser extent than ordinary shares of another type issued by this JSC. For example, in the US, companies sometimes issue Type A and Type B common stock. In the terms of the issue, a company may specify that Type A shares carry 1 vote per 1 share at a shareholders' meeting, and Type B shares 1 vote per 10 shares. All other conditions regarding the accrual of dividends, participation in management, etc., for these shares are the same as for all other ordinary shares;

) shares with limited voting rights give the holder the right to vote only if he has a certain number of shares. For example, a shareholder receives the right to vote if he owns at least 200 shares, etc. Restricted shares cause investor dissatisfaction, since it is difficult for an ordinary shareholder to understand all the intricacies of the rights and powers that various types of ordinary shares give. In this regard, an important role in explaining the features of the action of shares various types belongs to the media. stock exchanges and government bodies Stock market regulations require issuers to ensure that limited shares are issued in good faith. Therefore, limited ordinary shares must be identified by a specific code or term (for example, class B shares); the publication of the prospectus describes all the properties of the restricted shares; holders of restricted shares must receive all documents that are sent to holders of voting shares; holders of restricted shares should have free access to shareholder meetings with the right to express their opinion.

In the Russian Federation, the issuance of ordinary shares with limited voting rights is effectively prohibited, as the law provides that all holders of ordinary shares have equal rights.

In some cases, companies in the articles of association stipulate special rights for certain groups of owners of ordinary shares. An example of such securities may be founding shares, which assign a certain percentage of shares to the founders. For example, the constituent documents may provide that the share of founders (all or part of them) should not be less than 40%. This means that for all subsequent issues, the founders will receive shares corresponding to 40% of the additional capital. Sometimes the charter provides for the right of the founders to represent a certain number of directors on the supervisory board or to veto certain decisions taken at the general meeting, regardless of the number of votes they have.

2.2 Preferred shares and their types

A preferred share, unlike an ordinary share, does not give the right to vote at a general meeting of shareholders, and the privileges of the owner of such a share are that the charter must determine the amount of the dividend and / or the value paid upon liquidation of the company (liquidation value), which are determined in solid sum of money or as a percentage of the par value of preferred shares. However, the law defines the cases when the owner of a preferred share acquires the right to participate in the general meeting of shareholders with the right to vote when resolving issues:

on the reorganization and liquidation of the company;

on introducing amendments and additions to the charter of the company, limiting or changing the rights of shareholders, owners of preferred shares.

The Law on Joint Stock Companies provides for the issue of one or more types of preferred shares. There are two types of preferred shares: cumulative and convertible.

Cumulative shares are considered to be those shares on which the unpaid or not fully paid dividend, the amount of which is determined in the charter, is accumulated and paid out subsequently. The issuance of such shares can attract investors with the opportunity to increase their income. If the owner of this type of preferred share decides to sell it without paying dividends, he will be forced to sell it at a low market value. Whoever buys such a share has the opportunity to receive dividends for the entire period during which they were not paid.

The owner of a cumulative preference share receives the right to vote for the period during which he does not receive a dividend, and loses this right from the moment of payment of all dividends accumulated on the specified share in full.

When issuing convertible preference shares, the possibility and conditions for their conversion into ordinary shares or preference shares of other types must be determined. When issuing convertible shares, the period, proportionality and exchange rate must be established. The exchange period for convertible shares must be at least three years. The conversion rate is set at the time such shares are issued and is slightly higher than the current market price for common shares at that time. Therefore, if during the specified exchange period the current market price of ordinary shares exceeds the conversion rate, the owner of the convertible preferred share has the opportunity to receive additional income, exchanging his share at the conversion rate and immediately selling it at a higher rate. This option allows the issuer to set a lower dividend on convertible preferred shares than on other types of preferred shares. If the exchange period is over, and the owner of the convertible preferred share has not exchanged it for any other share, it is recognized as a direct (common) preferred share.

In general, conversion can be divided into the following types:

conversion of shares into shares with a higher par value;

conversion of shares into shares with a lower par value;

conversion of shares into shares with other rights;

converting bonds into shares;

converting bonds into bonds;

conversion of securities during the reorganization of commercial organizations.

The legislation of the Russian Federation on securities does not provide for the possibility of converting shares into bonds, which in fact also means a ban on such conversion.

Conversion of shares into shares with a higher or lower par value can be carried out both with a change in the size of the JSC's authorized capital, and without such a change.

When converting shares into shares with other rights, it is necessary to distinguish between the conversion of preferred shares of a certain type into preferred shares with a different scope of rights, but of the same type, and the conversion of preferred convertible shares of a certain type into ordinary shares or preferred shares of another type (conversion as the exercise of rights at a valuable paper).

The charter may give the holder of a convertible preferred share the right to vote at the general meeting of shareholders, while the number of votes must correspond to the number of ordinary shares for which the preferred share owned by him is exchanged. A JSC may legally issue two or more types of preferred shares. Revocable, or returnable, preferred shares have become widespread abroad. Their essence lies in the fact that they can be redeemed, unlike ordinary ones, which cannot be redeemed as long as the AO that issued them exists. Recall or return of AO can provide in different ways:

Redemption with a premium. The premium acts as a kind of compensation to the investor for the fact that he loses his source of income. In this case, the redemption may take place in whole at any time after the notification of the redemption or in parts at deadlines. Redemption occurs at a price that is set above par, taking into account unpaid dividends.

Redemption through redemption or deferred funds. The formation of a redemption fund makes it possible to annually redeem a certain part of preferred callable shares through the secondary market and thereby contribute to the stabilization of the market for one's shares. The deferred fund is formed by the AO in order to make a buyback at a premium.

Providing guarantees for early redemption at the initiative of the holder through the issuance of so-called retractive preferred shares. They are resorted to when the issuer does not have absolute guarantees of the withdrawal of preferred shares by redemption by means of a buyback. When issuing such types of preferred shares, the holder himself sets the redemption period, notifies the issuer about this, and presents them when the redemption period comes.

A joint-stock company may issue preference shares with a participating interest. Such shares entitle its owner not only to a fixed dividend established upon its issue, but also to an additional dividend if the dividend on ordinary shares at the end of the year exceeds it.

In foreign practice, preference shares with a floating dividend rate oriented towards the yield of any generally recognized securities (for example, in our practice on the yield on GKOs) are becoming widespread.

Guaranteed preferred shares may be issued. Such shares may be issued by subsidiaries. In this case, the dividend on preferred shares is guaranteed by the reputation of the parent organization. This should attract investors to buy shares in the subsidiary.

In Russia, there are specific preferred shares: types A and B. They appeared in the course of total privatization. Type A preference shares were issued upon the creation of open joint-stock companies and were intended for employees of the reorganized enterprises, who received them free of charge. The number of preferred shares of type A is 25% of the authorized capital, and 10% of net profit is allocated for the payment of dividends on these shares. These shares give the holders the right to attend the annual meetings of shareholders, to make proposals on issues under discussion, but do not give the right to vote. The owners of such shares have the right to freely sell them.

Type B preference shares were issued on account of a share of the authorized capital, owned by the foundation property, and the property fund, which also received them free of charge, became the owner of such shares. To pay dividends on such shares, 5% of net profit is allocated, but the amount of the dividend on them should not be lower than the dividend paid on ordinary shares. The number of such shares should not exceed 25% of the authorized capital. The Property Fund, which is the holder of shares of this type, has the right to freely sell them to an unlimited number of buyers without the consent of other shareholders, however, when they are sold, they are automatically converted into ordinary shares. The holder of type B preference shares does not have the right to vote, although he may attend meetings of shareholders and make his proposals on the issues under discussion.

So, preferred shares:

a) practically risk-free;

b) their dividend rate may even exceed the rate on ordinary shares;

c) but they do not allow the owner to participate in the management of the organization.

2.3 Declared and placed shares

JSC shares can be divided into placed and announced.

Tutoring

Need help learning a topic?

Our experts will advise or provide tutoring services on topics of interest to you.
Submit an application indicating the topic right now to find out about the possibility of obtaining a consultation.

Are you familiar with the phrases: “owner of a block of shares”, “keep money in shares”, “investment in shares”, etc.? What kind of financial unit is this “share”, why is it so attractive and useful to an individual investor, that is, to you and me? Read more in the article.

A share is an issuance security that secures the rights of its owner (shareholder) to receive a 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 to a part of the property remaining after its liquidation.

This definition is taken from the Federal Law "On the Securities Market" dated March 20, 1996, which regulates, among other things, the issue and circulation of shares.

Simply put, promotion is a share in the authorized capital of a joint-stock company that guarantees profitability, the right to vote in decision-making, and reimbursement of invested funds in the event of liquidation. These or other guarantees depend on the type of shares.
To raise capital, companies issue shares and then share the profits with those who have invested in these securities (shareholders).

Traditionally, shares were issued in paper form, today it is replaced by computer registries, brokerage bases. By purchasing a block of shares of the Nth number of one enterprise, you will most likely receive a single certificate indicating the name of the owner and the percentage of your shares in total number issued securities, and not a stack of paper carriers.

There are 2 types of shares:
ordinary;
privileged.

Ordinary shares give the right to vote at the general meeting of shareholders and bring profit in the form of dividends.

The source of dividends is the net profit of the enterprise, that is, the fiscal year with profit - dividends in proportion to the purchased shares go to the accounts of participants, no profit - no dividends.

Also, the general meeting of shareholders may decide not to withdraw funds from circulation, not to pay dividends in the current year, or to reduce their size. Maximum amount the Board of Directors of the enterprise recommends the possible payment to the meeting.

Upon liquidation of a joint-stock company, the owners of ordinary shares are entitled to part of the company's property.

Preference shares - give the right to receive a guaranteed income, regardless of the profitability of the enterprise, but do not provide the right to vote at general meetings. The owners of such shares do not participate in the management, do not make decisions, but in the event of liquidation of the joint-stock company they have the right to priority redemption of the value of the securities.

Dividends of preferred shares are fixed as a percentage of accounting net profit (significantly different from profit in tax accounting) or expressed in absolute monetary form - a specific figure per 1 share.

The reserve funds and other items enshrined in the charter of the joint-stock company are already becoming the source of dividends here.

Some minor differences between ordinary and preferred shares can be found in federal law"On Joint Stock Companies" dated December 26, 1995, with amendments and additions.

How is the share price formed?

The price or value of a share is a variable value and has several meanings:
nominal;
emission;
balance;
market.

When Joint-Stock Company forms its authorized capital and is determined with the number of shares, formed face value :

For example, the authorized capital of a JSC is 10 million rubles.
number of issued shares - 5 thousand pieces.

Then, the nominal value of 1 share = 10,000,000 / 5,000 = 2,000 rubles.

The nominal value is indicated on the front side of the security or is recorded in the register. All ordinary shares of one company have the same par value.

When a share is first listed to the public, it has issuance value . If the first holders buy shares at a price higher than the nominal price, the JSC receives its first share premium (revenue).

When a share begins to freely rotate in the secondary market, to be bought and sold, its value is determined by market price . The market price is an indicator of the balance between supply and demand, absolutely similar to the indicator for any product or service. On stock exchanges The market price is called a quote.

When the company comes auditing, one of the points of liquidity assessment is the definition book value shares. On a certain date, the value of net assets is fixed, divided by the number of shares issued, and the required indicator is obtained.
market value always compared with the balance sheet, if the inequality sign is in favor of the latter, an increase in stock prices is expected in the future.

We, as investors, are only interested in the market price. A huge number of factors influence the quotes of certain stocks.

1. internal factors, related to the activities of the enterprise:
increasing competitiveness;
price reduction;
rebranding / introduction of new brands;
active work with the media sector.

2. External factors, does not depend on the activities of the enterprise:
objective and subjective assessment of the enterprise by traders - here development prospects, leadership style, authority, experience, etc. can be taken into account;
actions of the government in the field of legislation, taxes;
competition;
prices for raw materials and supplies;
fluctuations in exchange rates;
business environment and the state of the economy.

Thus, stock prices are absolutely not under the control of companies, the market or the state, the human factor in decision making, global cataclysms, forecasts, rumors and much, much more can be included here.

Demand for shares may rise or fall depending on the season, a particular month, as traders often pay attention to historical charts, statistics of price movements. Globalization allows exchange participants to take into account various processes, no matter how far they take place. The Internet has erased all boundaries.

Where are the shares traded?

Shares are traded on stock exchanges. Today, investors may well conduct business by remote access to trading through Internet terminals.

The most significant stock exchanges in Russia:
MICEX;
RTS.

FB RTS consists of two markets: exchange and classic. On the second stage, trading takes place only in dollars and with large blocks of shares.

The most liquid and most demanded stocks in the auctions are called “blue chips” on the stock exchanges. These include shares of such giants as OAO Gazprom, RAO UES of Russia, OAO Sberbank of Russia, OAO Lukoil, OAO Sibneft, OAO Rostelecom, OAO MMC Norilsk Nickel.

There are about 30 enterprises in the series of shares of the "second echelon", transactions with them are several times inferior to the volumes of " blue chips».

A few hundred more enterprises have access to the sale of their shares, but their turnover is negligible.

In defense investment attractiveness Stock exchanges are evidenced by several factors:
legislative regulation;
dynamism;
a wide range of strategy choices in terms of duration, intensity, volumes;
freedom in capital management.

But you need to profitably trade stocks at the professional level, amateurishness in this area can be expensive.

How to buy shares?

Only professional investment companies with brokerage license and accreditation on a particular exchange.

Individual investors (each of us who decided to invest N-th amount of money in shares) enter into agreements with brokers and, for a certain fee, send them applications for certain purchase and sale transactions.

In "pre-Internet" times, applications were transmitted by phone, today this process is automated and improved. Applications are processed using Internet terminals (computer programs) in a matter of seconds, the investor is in real time:

• monitors the situation on the market;
• automatically analyzes indicators;
• monitors news and stock charts;
• supervises the formation of applications.

And all this on the screen of your own gadget, the variety of which today is able to satisfy the most demanding requests. Access to the exchange through the terminal is opened by a broker on the basis of an agreement.

Thus, today you can buy shares in one click, the main thing is that this click is the result of a balanced and deliberate decision.

How to sell shares?

Shares can be sold in two ways:
1. Direct investment company.
2. Through brokers.

The advantage of the first method is speed and simple circuit operations, the disadvantage is a low price, an order of magnitude lower than the market one.

The sale of shares through a broker implies the conclusion of a service agreement, a depository agreement, and the establishment of a commission. The sale order is transmitted through the fund center terminal or the program installed on your computer. The proceeds from the sale, minus the commission, are credited to the client's account in a matter of days.

So let's sum it up.

1. A share is a security, its owner has the right to a part of the profit of the enterprise.
2. Shares are of two types, differing in rights to income and participation in decision-making.
3. The market price for shares is formed under the influence of many factors, including subjective ones.
4. Shares are bought on stock exchanges, after the conclusion of an agreement with an accredited broker.
5. The most profitable and liquid shares owned by blue chip companies.
6. You can sell shares on your own or by contacting brokers.

Stocks, as an investment tool, can disappoint in the short term, but pay off and become a stable source of income in the long run. In any case, you need to carefully prepare for working with shares, and approach investments in these securities with all responsibility.