An issue-grade security that secures the rights of its owner. Types of securities. An issue-grade security is a security characterized by special features

A share is an issue-grade security that secures the rights of its owner to receive part of the profit of a joint-stock company in the form of dividends and to participate in management joint stock company and for part of the property remaining after its liquidation.

Participation share is a property right of a participant in a limited liability company, giving its owner a set of property and non-property rights in relation to the company.

A bond is an issue-grade security that secures the holder’s right to receive from the issuer, within the period specified by the bond, the nominal value and the percentage of this value fixed in it or other property equivalent.

The authorized capital of a company is a conditional value equal to the total value (monetary value) of participants’ contributions made as payment for the acquired right of participation in the company, necessary to determine the volume of the participant’s (shareholder’s) claims to the company.

An ordinary share is a share that provides the owner with the same amount of rights: the right to receive part of the profit of the joint-stock company in the form of dividends, the right to participate in the management of the joint-stock company and the right to receive part of the property remaining after its liquidation.

Preferred share - a share that, as a rule, does not provide the right to vote at the general meeting of shareholders, the amount of dividend and (or) liquidation value according to which must be defined in the company's charter.

Authorized shares are shares, the issue and placement of which is planned by the company in the future in addition to already placed shares.

Issued shares are shares purchased by shareholders.

An uncertificated security is a security, the rights to which are recorded by entering data about their owner, quantity, par value and category belonging to him valuable papers to special lists (registers).

A fractional share is a part of a share formed in cases provided for by law and granting their holder rights in an amount corresponding to the part of the whole share that it constitutes.

The nominal value of a participant's share is a conditional value in monetary terms determined by the value of the participant's contribution made to the authorized capital of the limited liability company.

The preemptive right to purchase a share is the right owned by a participant in a limited liability company to purchase a share (part of a share) of a company participant at the price offered to a third party.

Issue - a sequence of actions by the issuer aimed at accumulating Money by placing securities.

Issue-grade security is a security, including uncertificated paper, which is simultaneously characterized by the following features: it secures a set of property and non-property rights that are subject to certification, assignment and unconditional implementation in compliance with established by law form and order; posted in releases; has equal volume and terms of exercise of rights within one issue.

Issuers of issue-grade corporate securities are legal entities that bear, on their own behalf, obligations to the owners of securities to exercise the rights assigned to them.

Corporate equity securities that form the basis of the modern Russian securities market include:

Bonds;

Issuer options.

Promotion is an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. A share is a registered security.

The most important features of the promotion:

1. Shares can only be issued by joint stock companies. Other persons do not have the right to issue them.

2. The share provides its owners with the following rights:

a) non-property rights – participation in the management of a joint-stock company and the right to receive information about its activities;

b) property rights - dividend (part of the profit of a joint-stock company received by a shareholder when distributing profits remaining after taxation) and a liquidation quota in the event of termination of the activities of a joint-stock company.

3. Availability of par value - the initial price at which a share is purchased by a shareholder in the process of establishing a joint-stock company. The par value of ordinary shares must be the same.

There are no requirements for the size and procedure for determining the par value of shares in the law. However, the par value of shares is tied to the parameters of the authorized capital. According to Art. 25. Federal Law “On Joint-Stock Companies” the authorized capital of a company is made up of the par value of the company’s shares acquired by shareholders. The authorized capital of a company determines the minimum amount of property of the company that guarantees the interests of its creditors, and when establishing a company, all its shares must be placed among the founders.

In Art. 26. The Federal Law “On Joint-Stock Companies” establishes the amount of the minimum authorized capital of an open joint-stock company, which must be no less than a thousand times the minimum wage established by federal law on the date of registration of the company.

4. The share has a market or exchange value.

The market value of a stock or rate is the cost of a transaction made on the market with certain shares at a certain time. The stock price is not a constant value; it can change every single period of time.

The main reasons that determine the market value of shares are:

Increase in interest rates on deposits in commercial banks. If interest rates rise, then money flows into banks and, as a result, the demand for shares decreases and their market value drops;

Indicators of industries in which investments have been made. These indicators directly affect the expected profit and, as a result, the stock price;

Own characteristics of the company's development: competitiveness, creditworthiness, ease of circulation of shares on the stock exchange.

Attentive attitude to the rights of minority shareholders. At the same time, the market value of shares may increase.

Normative classification shares are carried out according to the following criteria:

By criterion - scope of rights of owners, shares are divided into:

- ordinary stock;

- preference shares.

Their legal status is disclosed in Art. 31.32 of the Federal Law “On Joint Stock Companies”. Each ordinary share of the company provides the shareholder - its owner with the same amount of rights, namely, the owners of ordinary shares of the company can 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 receiving part of his property. Conversion of ordinary shares into other corporate securities is not permitted.

Shareholders are the owners of preferred shares of the company, according to general rule, do not have the right to vote at the general meeting of shareholders. Preferred shares of a company of the same type provide shareholders - their owners with the same amount of rights and have the same nominal value.

The company's charter must determine the amount of dividend and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares of each type. The dividend amount and liquidation value are determined in a fixed monetary amount or as a percentage of the par value of preferred shares. Owners of preferred shares for which the dividend amount is not determined have the right to receive dividends on the same basis as owners of ordinary shares.

The company's charter may provide for the conversion of preferred shares of a certain type into ordinary shares or preferred shares of other types at the request of shareholders - their owners. Conversion of preferred shares into bonds and other securities, with the exception of shares, is not permitted.

By criterion - status, shares are divided into:

- posted stock;

- announced stock.

According to the provisions of Art. 27 of the Federal Law “On Joint-Stock Companies”, outstanding shares are shares that were purchased by shareholders.

Authorized shares are shares that the company has the right to place in addition to the outstanding shares. Their number, par value, categories (types) of shares must be determined by the company's charter. If these provisions are not contained in the company's charter, the company does not have the right to place additional (authorized) shares.

By criterion - fractions, shares are divided into:

- fractional stock;

- whole stock.

In accordance with clause 3. Art. 25 of the Federal Law “On Joint-Stock Companies”, a fractional share is a share that provides its owner with the rights secured by a share of the corresponding category (type), in an amount corresponding to the part of the whole share that it constitutes. Here the legislator establishes a closed list of cases when fractional shares can be formed:

When implementing preemptive right for the acquisition of shares sold by a shareholder of a closed company;

When exercising the pre-emptive right to purchase additional shares;

During the consolidation of shares, when the acquisition by a shareholder of a whole number of shares is impossible.

The second fundamental corporate equity security is a bond.

Bond is an issue-grade security that secures the right of its owner to receive from the issuer a bond within the period specified in it, its par value or other property equivalent. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. The yield on a bond is interest and/or discount.

Corporate bonds allow issuers to receive the necessary investments for business development from an unlimited number of individuals and legal entities. For investors, corporate bonds are one of the financial instruments of the stock market, which allows them to transform their temporarily free monetary resources into assets.

Bonds provide corporations with access to so-called long-term money, bypassing bank loans, thereby diversifying the sources of long-term financing for their economic growth. In addition, corporations that issue bonds cannot ignore the fact that bonds do not give their owners the right to participate in the affairs of corporations.

The Russian corporate bond market is trending upward. Yes, for 2013 Russian companies attracted almost 2 trillion. rub. through the issue of bonds. This is 34% more than in 2012. However, most Russian corporate bonds, mainly due to high inflation, have a short maturity period, on average one and a half to two years. The volume of the Russian corporate securities market is also small: 2 trillion. rub. in new placements, against over 40 trillion. rubles available to our banking system. Therefore, experts conclude that as the economic situation stabilizes, the corporate bond market in Russia will continue to grow.

Corporate bonds are classified according to the following criteria:

1. According to the purpose of the bond loan Corporate bonds are divided into:

Bonds issued to finance new investment projects;

- bonds issued to refinance the issuer's debt;

- bonds issued to finance activities unrelated to production activities issuer.

2. By criterion - circulation period:

- short-term – up to 5 years;

- medium-term – from 5 to 15 years;

- long-term – over 15 years.

3. By criterion - possibility of conversion:

- non-convertible corporate bonds;

- convertible corporate bonds.

4. By criterion - repayment procedure corporate bonds are divided into:

- with a one-time repayment period;

- with maturity by series.

5. By criterion – provision, the law distinguishes:

Corporate bonds with security;

- corporate bonds without collateral.

In accordance with the provisions of Art. 27.2. The Federal Law “On the Securities Market” defines secured bonds as bonds, the fulfillment of obligations under which is fully or partially secured by a pledge, surety, bank guarantee, state or municipal guarantee.

The third corporate equity security is the issuer's option.

Issuer option – This is a registered issue-grade security that secures the right, but not the obligation, of its owner to purchase, within the period specified in it and/or upon the occurrence of the circumstances specified in it, a certain number of shares of the issuer of such an option at a price specified in the issuer's option.

In global and domestic practice, corporate equity securities - issuer options - have emerged as financial instruments to attract qualified management and motivate their effective activities. The fact is that successful development corporations in modern conditions largely depends on the degree of professionalism and motivation of the people involved in its management. The ability of executives - managers to effectively organize the company's activities and achieve its strategic goals has a significant impact on its financial performance and level of capitalization.

The issuer option gives executives - managers the right to buy back a specific number of shares of the corporation after a certain period at the price established at the beginning of the program.

Since the successful development of a corporation significantly affects the market value of its shares, the use of the financial instrument in question makes it possible to combine the motivational effect of the material benefits received by executives - managers, option holders, who receive the opportunity to purchase shares at a price less than the market price, due to the increase in the market value of the company's shares, with interests of shareholders - founders of the corporation.

For example, under an option received, a top manager has the right to buy shares of the company in 5 years at the price agreed upon in the option at a given time - 200 rubles. If the shares rise in price within a specified period of time (for example, from 200 rubles to 300 rubles), the manager will be able to exercise his option - buy shares for 200 rubles, and immediately sell them on the market for 300 rubles. A material incentive in the form of an option keeps many top managers in their companies, forcing them to work with greater efficiency. The benefit is obvious for the founders of the corporation, because the company’s capitalization is this species shares increased by 100 rubles per share.

The legal status of the issuer's option, regulated by the Federal Law “On the Securities Market,” allows us to distinguish two types of options:

- urgent;

- urgent under fixed conditions.

In the first case, the acquisition of a security is associated with the onset of a predetermined calendar date, which guarantees the employee the right to purchase company shares. This option is aimed, first of all, at attracting a highly qualified top manager.

The second type of option does not yet give its owner a 100% guarantee of acquiring shares. The fact is that this option stipulates that the corporation agrees to sell its shares only upon the occurrence of favorable circumstances for it. For example, increasing sales levels, improving financial indicators to certain parameters, or implementing a specific project. Therefore, the urgent option under conditions is aimed primarily at motivation efficient work top managers.

The issuer's option belongs to the category of derivative securities, since it certifies the right of its owner to purchase other securities - shares. The option is exercised by converting it into shares at the request of the option owner. If the owner of the option does not exercise his right to purchase shares of the issuer in the manner and within the time frame provided for by the decision on the issue of securities, then such options are canceled, and the funds paid by the owner of the option are not subject to return.

According to the requirements of Art. 2 of the Federal Law “On the Securities Market”, the decision to place the issuer’s options and the procedure for their placement are carried out in accordance with the rules for the placement of securities convertible into shares provided for by federal laws. Currently, such rules are established by the Federal Laws “On Joint-Stock Companies” and “On the Securities Market”, “Regulations on Standards for the Issue of Securities, Procedure state registration issue (additional issue) of issue-grade securities, state registration of reports on the results of the issue (additional issue) of issue-grade securities and registration of securities prospectuses” approved by the Bank of Russia on August 11, 2014 N 428-P. Thus, the issuer does not have the right to place the issuer's options if the number of authorized shares of the issuer is less than the number of shares, the right to purchase which such options provide.

The number of shares of a certain category (type), the right to purchase which is provided by the issuer's options, cannot exceed 5 percent of the shares of this category (type) placed on the date of submission of documents for state registration of the issue of the issuer's options.

The placement of the issuer's options is possible only after full payment of the authorized capital of the joint-stock company.

The issuer's private option price is determined in the decision to issue the option. In some cases, issuer options are issued by a corporation as a free option when it sells its preferred stock.

The price of an issuer's option during a public offering on the stock market is determined in the same way as the price of any other issue-grade security. The market value of the issuer's option depends, on the one hand, on the difference existing at each moment in time between the market price of the underlying share and its price fixed in the issuer's option. On the other hand, it depends on the time remaining until the issuer's option expires, or on investors' expectations regarding the future dynamics of the market price of the underlying stock.

Options programs began to develop and be used in Russia relatively recently. Currently, they are used by such companies as SITRONICS, RusHydro, Polymetal, VimpelCom, MTS and others.

If you are planning to start investing and are looking closely at the stock market, it will not be easy for you to understand the variety of terms and classifications.

Which are ready to fall upon you from all imaginable and inconceivable sources: from Internet portals and scientific libraries to fashion magazines and advice from seasoned well-wishers.

What should you pay attention to first? On the origin and legal status of the document, that is, on the features of the issue and the degree of trust in the issuer.

An issue-grade security is an instrument issued en masse, in series, and characterized by special characteristics.

Read more about these features, as well as about the main types of digital securities, conditions and nuances of issue and circulation in the article.

Securities

The basis of securities market regulation in Russian Federation lie Civil Code Russian Federation, Federal Law “On the Securities Market”.


In furtherance of the laws, regulations of ministries and departments have been issued, such as, for example, decrees of the Government of the Russian Federation, Orders of the Federal Service for Financial Markets - the main regulator of the securities market in the Russian Federation, Orders of the Central Bank of Russia, regulations Ministry of Finance of the Russian Federation.

According to the legislation of the Russian Federation, a security is understood as a document of a certain form, containing mandatory details, which certifies the property rights of its holder. Possession of rights certified by a security is directly related to ownership of the security itself. The ownership of the right to a paper by a certain person determines the fate of the right from it.

Documentary and undocumented

In cases provided for by law, property rights may be certified by a book-entry security. The rights to them are recorded on the basis of an entry in the register of securities owners or on the basis of an entry in a securities account.

A document confirming the rights of the owner of a book-entry security is issued at the request of the owner by the person responsible for maintaining such a register.

Bearer securities are issued in documentary form, and registered securities are issued in uncertificated form, except for cases provided for by federal laws.

The right to a bearer documentary security passes to the acquirer at the time of transfer of the security certificate to the acquirer, and if the certificates are stored in the depository - at the time of making a credit entry to the acquirer's securities account.

The right to a registered uncertificated security passes to the acquirer from the moment of making a credit entry on the personal account (depository account) of the acquirer.

In Russia, a distinction is made between emission and non-equity securities.

An issue-grade security is any security that is simultaneously characterized by the following characteristics:

  1. establishes a set of property and non-property rights, which, in compliance with the form and procedure established by law, are subject to certification, assignment and unconditional implementation,
  2. posted in releases,

Issue-grade securities include shares, bonds, options of the issuer, Russian depositary receipts.

A share is an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. A share is a registered security.

A bond is an issue-grade security that certifies the right of its holder to receive from the person who issued the bond, within the period specified by it, the nominal value of the bond or other property equivalent, as well as a percentage of the nominal value of the bond fixed in it, or other property rights. The yield on a bond is interest and/or discount.

An issuer's option is an issue-grade security that secures the right of its owner to purchase, within the period specified therein and/or upon the occurrence of the circumstances specified therein, a certain number of shares of the issuer of such an option at a price specified in the issuer's option.

An issuer option is a registered security. The decision to place the issuer's options and their placement are made in accordance with the rules established by federal laws for the placement of securities convertible into shares.

In this case, the placement price of shares in fulfillment of the requirements for the issuer's options is determined in accordance with the price determined in such an option.

An issue of issue-grade securities is a collection of all securities of one issuer that provide the same amount of rights to their owners and have the same nominal value (if any). All securities of one issue have a single state registration number or identification number, if the issue is not subject to state registration.

Additional issue of issue-grade securities - a set of securities placed in addition to previously placed securities of the same issue of issue-grade securities. Additional issue securities are placed on the same terms.

Non-equity securities include promissory notes, checks, bills of lading, savings (deposit) certificates, investment shares, mortgage participation certificates, etc.

State, municipal securities and option certificates

Federal government securities are securities issued on behalf of the Russian Federation.

State securities of constituent entities of the Russian Federation are securities issued on behalf of the constituent entity of the Russian Federation.

Municipal securities are securities issued on behalf of municipality(Clause 1 of Article 2 of the Federal Law of July 29, 1998 N 136-FZ “On the peculiarities of the issue and circulation of state and municipal securities”).

State and municipal securities can be issued in the form of bonds or other securities related to issue-grade securities, certifying the right of their owner to receive from the issuer funds (in Russian rubles) or other property, established percentages of the nominal value or other property rights on time, provided for by the conditions emissions.

In the case of the issue of registered state and municipal securities in documentary form with mandatory centralized storage, the name of the owner of these securities is not a mandatory requisite of the security certificate.

In this case, the certificate indicates the name of the depository to which the issuer transfers the specified certificate for storage, with the “depository” requisite indicated against its name.

For registered securities of the Russian Federation, a register of owners of registered securities is not maintained.

The issue of state and municipal securities may be carried out in separate issues. As part of the issue of state or municipal securities, series, categories, and numbers of securities may be established.

Information on the conditions for the issue of state and municipal securities is subject to disclosure in accordance with the Federal Law “On the Securities Market” (Article 12 of the Federal Law of July 29, 1998 N 136-FZ “On the Peculiarities of the Issue and Circulation of State and Municipal Securities”).

Option certificates are a type of registered security that were circulated on the territory of the Russian Federation before October 13, 2003 - before the entry into force of Resolution of the Federal Securities Commission of Russia dated 08/13/2003 N 03-35/ps, which invalidated the Resolution of the Federal Securities Commission of Russia dated 01/09/97 N 1 “On the option certificate, its application and approval of the Standards for the issue of option certificates and their issue prospectuses.”

The option certificate secured the right of its owner within the terms and conditions specified in the option certificate certificate and the decision on the issue of option certificates for the purchase or sale of securities (the underlying asset) of the issuer of the option certificates or third parties, the report on the results of the issue was registered before the date of issue of the option certificates evidence

Currently, instead of option certificates, similar issuer options are circulated in the Russian Federation.

ECB numbering order

The state registration number identifying a specific issue of equity securities consists of nine digits (numbers and letters):

1-23-45678-9 (X – XX – XXXXX – X,) in which:

  • 1st category indicates the type (category) of the issue-grade security;
  • 23rd category - serial number of the issue of a given type (category) of an issue-grade security for a given issuer;
  • 45678-9 – unique code of the issuer, where the ninth digit indicates the issuer
  1. 1 – for ordinary shares;
  2. 2 – for preferred shares;
  3. 3 – for issuer options;
  4. 4 – for bonds;
  5. 5 – for Russian depositary receipts;
  6. 6-8 – reserved;
  7. 9 – for other types of issue-grade securities.

(clause 2.2 of the Procedure for assigning state registration numbers to issues (additional issues) of equity securities, approved by Order of the Federal Financial Markets Service of Russia dated March 13, 2007 N 07-23/pz-n).

Values ​​of the ninth digit:

  • B – the issuer is a bank (regardless of its organizational structure) legal form);
  • C – the issuer is a non-bank credit organization (regardless of its organizational and legal form);
  • A, D, E, F – the issuer is an open joint-stock company (except for banks, non-bank credit organizations, joint-stock investment funds, insurance organizations);
  • H, J, K, N, P - the issuer is a closed joint-stock company (except for banks, non-bank credit organizations, joint-stock investment funds, insurance organizations);
  • Y – the issuer is a joint-stock investment fund (regardless of its organizational and legal form);
  • Z – the issuer is an insurance organization (regardless of its organizational and legal form);
  • L, R, T – the issuer is another organization not specified above;
  • G, U, V, W, X – reserved.

(clause 2.4 of the Procedure for assigning state registration numbers to issues (additional issues) of equity securities, approved by Order of the Federal Financial Markets Service of Russia dated March 13, 2007 N 07-23/pz-n).

If the issuer is a credit organization, in the state registration number of the issue of issue-grade securities the fourth digit has a zero value, the fifth, sixth, seventh and eighth digits duplicate the license number of the credit organization to carry out banking operations.

The state registration number of an additional issue of issue-grade securities has 13 digits, in which the tenth, eleventh, twelfth digits indicate the serial number of the additional issue of a given type (category) of issue-grade securities placed by the issuer in addition to the previously placed issue-grade securities of the same issue.

The thirteenth digit indicates that this release is additional and has a value of “D”.

The individual number (code) of an additional issue of issue-grade securities is canceled after three months from the date of state registration of the report on the results of the additional issue or submission to the registration authority of a notification on the results of the additional issue of issue-grade securities (clause 4.1 of the Procedure for assigning state registration numbers to issues (additional issues) issue-grade securities approved by Order of the Federal Financial Markets Service of Russia dated March 13, 2007 N 07-23/pz-n).

The procedure for forming a state registration number, assigned to issues of government securities of constituent entities of the Russian Federation and municipal securities, approved by Order of the Ministry of Finance of Russia dated January 21, 1999 No. 2n.

The state registration number assigned to the issue of government securities of constituent entities of the Russian Federation or municipal securities consists of eleven categories Х1Х2Х3Х4Х5Х6Х7Х8Х9Х10Х11Х12, in which:

  1. Х1Х2 - letter code indicating the issuer's affiliation with the Russian Federation;
  2. X3X4 - type of security, maturity and type of income on it;
  3. Х5Х6Х7 - serial number of the issue of securities of this type of issuer;
  4. Х8Х9Х10 - letter code indicating the issuer of securities (identical to the letter code of the registration number assigned to the conditions of issue and circulation of government securities of constituent entities of the Russian Federation or municipal securities during state registration);
  5. X11 equals zero for government securities of constituent entities of the Russian Federation and equals one for municipal securities.

Values ​​of categories Х3Х4 (type of security, maturity and type of income on it):

  • 21 - for zero-coupon government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of less than 1 year;
  • 22 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of less than 1 year and variable coupon income;
  • 23 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of less than 1 year and a constant coupon income;
  • 24 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of 1 to 5 years with variable coupon income;
  • 25 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of 1 to 5 years with a constant coupon income;
  • 26 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of more than 5 years with a constant coupon income;
  • 27 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of more than 5 years with variable coupon income;
  • 28 - for government securities of constituent entities of the Russian Federation or municipal securities, the terms of issue of which require their repayment primarily in non-monetary funds, with a circulation period from 1 year to 5 years;
  • 29 - for government securities of constituent entities of the Russian Federation or municipal securities, the terms of issue of which require their redemption primarily in non-monetary means, with a circulation period of more than 5 years;
  • 30 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of less than 1 year and a fixed coupon income;
  • 31 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of 1 to 5 years with a fixed coupon income;
  • 32 - for government securities of constituent entities of the Russian Federation or municipal securities with a circulation period of more than 5 years with a fixed coupon income;
  • 33 - for government securities of constituent entities of the Russian Federation or municipal securities with debt amortization with a circulation period of less than 1 year;
  • 34 - for government securities of constituent entities of the Russian Federation or municipal securities with debt amortization with a circulation period of 1 to 5 years;
  • 35 - for government securities of constituent entities of the Russian Federation or municipal securities with debt amortization with a circulation period of more than 5 years.

Source: "lin.ru"

An issue-grade security is a security characterized by special features

Issue-grade security is any security, including uncertificated security, which is simultaneously characterized by the following characteristics:

  1. consolidates a set of property and non-property rights that are subject to certification, assignment and unconditional implementation in compliance with the form and procedure established by the Federal Law on the Securities Market;
  2. posted in releases;
  3. has equal volume and terms of exercising rights within one issue, regardless of the time of acquisition of the security.
The documentary form of issue-grade securities is a form of issue-grade securities in which the owner is identified on the basis of presentation of a properly executed security certificate or, in the case of depositing one, on the basis of an entry in a securities account.

The uncertificated form of issue-grade securities is a form of issue-grade securities in which the owner is identified based on an entry in the system for maintaining the register of securities owners or, in the case of depositing securities, based on an entry in a securities account.

Source: "akm.ru"

Concept and types of securities, issue-grade securities

Securities include:

  • government bond;
  • bond;
  • bill of exchange;
  • deposit and savings certificates;
  • bearer bank savings book;
  • bill of lading;
  • promotion;
  • privatization securities;
  • other documents that are classified as securities by securities laws or in the manner prescribed by them.

Hence, prerequisite recognition of a document as a security is its classification as such by force of law or in the manner established by it.

Thus, in accordance with the Federal Law “On Mortgage Securities,” a mortgage certificate is a security certifying its owner’s share in the right of common ownership of the mortgage coverage, the right to demand from the person who issued it proper trust management of the mortgage coverage, the right to receive funds received in fulfillment of obligations, the requirements for which constitute mortgage coverage, as well as other rights.

The types of rights that are certified by securities, the mandatory details of securities, requirements for the form of a security and other necessary requirements are determined by law or in the manner established by it.

The absence of the required details of a security or the non-compliance of a security with the form established for it entails its nullity.

Securities may differ in the nature of the property rights embodied in them and in the method of legitimation (legitimation) of the person entitled to the paper. Depending on the type of rights, they differ:

  1. money papers, i.e. documents confirming the right to receive a sum of money, for example, bills, checks, bonds;
  2. commodity papers that secure real rights (most often the right of ownership and the right of pledge to goods that are for some reason in the possession of another person), for example, bills of lading, delivery orders (under certain conditions), warrants;
  3. papers that secure the right to participate in a company, for example, shares, share certificates.

Depending on the method of legitimizing a person as a subject of law, papers are distinguished:

  • bearer;
  • nominal;
  • order

A bearer security is a document, from the content or form of which it follows that its possession gives certain rights; the debtor not only can, but is also obliged to provide performance under this document, without requiring any other legitimation of the owner.

In a registered document (for example, a registered bill of lading, a registered check, registered shares) the subject of law is indicated. Rights to a security are transferred during purchase and sale transactions, donations, etc., rights from registered securities are transferred in the manner of general civil assignment.

To assign the right from an order paper, you need to make an endorsement on it and transfer it to a new person.

An order paper (for example, an order bill of lading, an order check) provides for the obligation of the debtor to fulfill the obligation to the person specified in this document or, by order of the latter, to a new entity, which, in turn, has the right, through a similar order, to transfer the document further.

The owner of the order paper is legitimized both by the presentation of the document and by a continuous series of endorsements, and continuity is determined by purely formal criteria: it is necessary that each endorsement bear the signature of the person indicated in the previous inscription as the endorser (endorser).

The functions of order papers can be performed not only by bills of lading, bills of exchange, checks, but also by other papers.

Depending on the type of entity issuing securities, they can be divided:

  1. to government ones;
  2. subjects of the Russian Federation;
  3. municipal;
  4. corporate.

Government securities are issued by the Russian Federation represented by the Ministry of Finance of Russia, these include government short-term zero-coupon bonds (GKOs), federal loan bonds with a variable coupon (OFZ-PK), bonds of the state savings loan of the Russian Federation (OGSZ), bonds of the domestic state currency bond loan (OVVZ).

Subjects of the Russian Federation, as well as local governments, have the right to issue bonds and other securities in the manner prescribed by current legislation.

Securities are:

  • internal;
  • external.

Domestic securities include securities the issue of which is registered on the territory of the Russian Federation, the nominal value of which is expressed in Russian currency, or securities certifying the right to receive the currency of the Russian Federation and the issue of which was carried out on the territory of Russia.

Other securities are classified as external. According to the information carrier, securities can be divided:

  1. on documentary (for example, on paper, polymer media);
  2. undocumented, where information is stored on various other media (for example, electronic, optical, etc.) and additional technical means are required to read it.

To carry out transactions with uncertificated securities, the participation of special subjects of these legal relations is necessary - a registrar, a depositary, who carry out registration and transfer of ownership rights to securities.

Uncertificated securities, which emerged as an economic category along with the Russian stock market, are still the subject of numerous legal discussions. Practice has confirmed the validity of the most balanced approach in assessing this legal category, expressed by L.G. Efimova and D.V. Murzin.

Book-entry securities should be classified as “incorporeal things,” already known to Roman law.

Depending on the order of placement, securities can be:

  • emission;
  • non-emission.

Conditions for issue and circulation of ECB

Issue-grade security - any security, including uncertificated paper, which, in accordance with the Securities Market Law, simultaneously secures a set of property and non-property rights subject to certification, assignment and unconditional implementation in compliance with the established form and procedure, is placed in issues, has equal volume and the timing of the exercise of rights within one issue, regardless of the time of acquisition of the security.

By virtue of this Law, any property and non-property rights enshrined in documentary and non-documentary forms, regardless of their name, can be recognized as issue-grade securities, if the conditions of their issue and circulation correspond to those.

The life cycle of equity securities consists of the following stages:

  1. making a decision on the placement of equity securities;
  2. approval of the decision on the issue (additional issue) of issue-grade securities;
  3. state registration of the issue (additional issue) of issue-grade securities;
  4. placement of issue-grade securities;
  5. state registration of a report on the results of the issue (additional issue) of issue-grade securities or submission to the registration authority of a notification on the results of the issue (additional issue) of issue-grade securities;
  6. circulation of issue-grade securities on the secondary market with the implementation of payments provided for them;
  7. withdrawal of issue-grade securities from circulation;
  8. redemption of issue-grade securities.

Placement of issue-grade securities is possible only after state registration of their issue, at the same time in relation to certain securities Deviations from the general release procedure are possible.

Issue-grade securities include: shares; bonds; issuer option; depositary receipts.

Trading these types of securities forms the basis of the modern stock market.

Promotion

A share is an issue-grade security that secures the right of its owner to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation.

There is a primary release and additional releases. Issues of shares (primarily primary) are accompanied by advertising events, the purpose of which is to attract the attention of potential investors. Subscription is carried out by submitting an application and is accompanied by payment of either a fraction of the purchase price or the full price.

Upon completion of the subscription, securities are distributed among potential shareholders:

  • If the number of subscribers exceeds the number of shares, then the company develops a formula for distributing shares between applicants.
  • If there are insufficient investors, unallocated shares are redeemed by banks participating in the issue.

Investors who have applied for shares, whose rights are confirmed by distribution, fully pay for the shares reserved for them within a specified period. After full payment of shares, investors are entered into the shareholder register and are issued share certificates. The transfer of ownership is carried out by writing off or crediting securities to the owner's DEPO account.

An ordinary share is a security that gives the right to a share in the share capital of the company and to a proportionate share of the profit and balance of assets upon liquidation, as well as the right to vote at general meetings of shareholders when resolving issues submitted to the general meeting of the joint-stock company.

Thus, investors participate in the management of a joint-stock company and bear the risks of negative consequences of their own decisions.

A preferred share gives its owner the right to dividends in the form of a fixed income from the activities of the joint-stock company, the right of ownership of the property of the joint-stock company during liquidation, but gives only limited voting rights at the general meeting of shareholders.

Dividends paid to shareholders are considered to be part of the net profit of a joint stock company after taxation and interest payments on loans, paid at the end of the financial year or more often (interim dividends) in money, shares, property and other securities.

For ordinary shares, the size of the dividend depends on the amount of profit and the decision of the meeting of shareholders; for preferred shares, the dividend has a fixed amount.

Bond

A bond is a debt security that gives its owner the right to receive, upon expiration of a specified period, the par value of the bond and investment income.

Bonds can be registered or bearer, documentary or undocumented.

There are secured and unsecured bonds. The security can be a pledge, surety, bank guarantee, state or municipal guarantee.

Bonds are classified according to the method of payment of investment income:

  1. discount;
  2. interest.

The yield on a discount bond is the difference between the bond's purchase price and its face value paid at maturity. A positive difference between the nominal value and the purchase price is called a discount, a negative difference is called a premium. The discount and premium are calculated as a percentage of the bond's face value.

Income on interest-bearing bonds is expressed as a percentage set on the face value of the bond and paid to its owner after a certain period of time, most often a quarter or a year. This income is also called coupon income, and bonds are called coupon bonds. For certificated coupon bonds, the coupons are attached directly to the bond and are trimmed when they are paid.

The issue of bonds is a form of attracting external financing for the internal purposes of the issuer.

Government bonds are issued on behalf of the Russian Federation and individual constituent entities of the Russian Federation; local government authorities issue municipal bonds; business companies, corporations issue corporate bonds.

State and municipal bonds are issued to cover the deficit of the corresponding budget or for the implementation of investment projects, corporate bonds - to replenish working capital and business development.

An exchange-traded bond is issued by open subscription at stock exchange auctions for a period of up to three years. An exchange-traded bond has a simplified issuance procedure and does not require state registration.

Issuer option

An issuer's option is a registered issue-grade security that secures the right of its owner to purchase, within the period specified therein and (or) upon the occurrence of the circumstances specified therein, a certain number of shares of the issuer of such an option at the price specified in the issuer's option.

The decision to place the issuer's options and their placement are possible after full payment of the authorized capital of the joint-stock company and are carried out within the limits of the issuer's already announced shares.

The placement price of shares in fulfillment of the requirements for the issuer's options is formed in accordance with the price determined in such an option.

Depository receipt

A depositary receipt is a registered issue-grade security that has no par value, certifying ownership of a certain number of shares or bonds of a foreign issuer and securing the right of its owner to demand from the issuer of Russian depositary receipts to receive, in exchange for a Russian depositary receipt, the corresponding number of represented securities and the provision of services, related to the exercise by the owner of a Russian depositary receipt of the rights secured by the represented securities.

If the issuer of the represented securities assumes obligations to the owners of Russian depositary receipts, the specified security also certifies the right of its owner to demand the proper fulfillment of these obligations.

Depository receipts of one issue can certify the ownership of the represented securities of only one foreign issuer and only one type (category, type). Depositary receipts can be freely traded on the market.

A derivative (derivative financial instrument) is a financial instrument whose value is derived from the price of an underlying asset or index indicator.

Derivative financial instruments include:

  • futures;
  • forwards;
  • options;
  • swaps.

Used in transactions, they are not associated with the purpose of the actual purchase and sale of tangible or financial assets and serve as protection against the risks of changes in the price of the underlying asset and the extraction of additional, speculative profit when the value of the underlying asset increases in the future.

Prices of derivative financial instruments reflect the conditions of expected future demand and supply for securities, foreign currencies, and other assets. They are based in part on current underlying asset prices, but also take into account interest rate trends, inflation rates and may take into account political and social processes, various natural phenomena.

The level of reliability of equity securities is determined by its issuer. Traditionally, government securities, securities of companies with state participation, and securities of the Central Bank of the Russian Federation are considered the most reliable. From this point of view, government bonds are considered the most reliable, but the 1998 default affected precisely this category of securities.

Short term circulation increases the level of security reliability. The reliability of corporate bonds is determined by the level of liquidity of the collateral provided.

The return on investment in equity securities is determined as a percentage of the annual increase in market value and other payments on it to the acquisition amount. The level of liquidity of a security of a particular issuer is determined by a combination of its reliability, profitability and the volume of these securities freely traded on the market.

Non-emission securities, unlike emission securities, are issued individually; the decision on their issue, as a rule, does not have legal significance.

Typically, the release of non-equity securities into circulation (or their issuance) does not require special regulation and control by government bodies, and therefore is not subject to state registration, unlike equity securities, the state registration of which is mandatory.

Source: "sci.house"

The essence of the concept of “equity security”

The modern securities market can be characterized as a capital industry that is gigantic in size and variety of instruments and has no boundaries.

For those who are just starting to study the securities market or are looking closely at it, in order to start investing, it is quite difficult to understand all this abundance of classifications, terminologies and definitions, with which, one might say, all available ones are overflowing informational resources– from university libraries to investment Internet portals.

In order to put it into practice (to make money on the stock market, for example), all this knowledge, with a little effort, can be reduced to several brief and succinct provisions and axioms that anyone who is going to deal with securities should know.

One of these basic chains of knowledge about financial markets is the classification of securities, on which the correct and appropriate choice of financial instrument directly depends.

For both trading and investing purposes, it is very important to have an understanding of the origin of a security and its legal status, which are the main element of such a concept as the liquidity of a security, directly related to the definitions of “issue” and “issuer”.

First of all, a general description of a security must be given, which is a document that is equivalent to the value of a material object (goods, commercial relations and money) on the basis of an established agreement between persons using a security for business transactions.

As can be seen from this essential definition, one of the main components of a security is the concept of a contract.

This is actually the main feature of securities. Depending on who issued them, how the rights of the buyer (holder) of this security are ensured and on the basis of what agreements the rules for its circulation are established, the value of the security is determined as an element of trust between counterparties.

If, for example, a security is issued (issued) by a company that does not inspire certain confidence in the market, then it is natural that the market will evaluate its value as insignificant.

Or vice versa, if the security is issued by the government of a superpower (with a guarantee starting from banking system to an aircraft carrier group), then such a security will be in great demand.

Thus, it can be stated that an issue-grade security is a document confirming the property rights contained in it, issued for circulation in accordance with certain rules enshrined in the relevant agreements or legislative acts.

In order to clearly understand how an issue-grade security differs from others, one should focus on certain formal characteristics, using which one can draw a conclusion about the status of a financial instrument.

For this purpose, there is a certain characteristic of an issue-grade security:

  1. Strict release procedure (emission) which is regulated by acts state power(represented by the Central Bank), including mandatory registration.
  2. Carrying out the issue of securities as part of a certain package.
  3. The issue occurs by placing it on open markets(in most cases on stock market exchanges) or public subscription through credit institutions. The concept of issue is revealed quite fully through the study of the national legislation of the country of circulation of securities.
  4. Unlike non-equity securities, emission securities can have a non-documentary form of issue, such as options or futures contracts.
  5. Issued Financial assets can be freely circulated both on and outside exchange platforms.

Main varieties

As mentioned above, issue-grade securities are financial documents that have the right to be issued by companies and organizations that have passed special state registration procedures and have the status of public entities.

Directly issued securities include:

  • Shares of public companies and corporations whose shares have gone through the issuance process and can be traded both on stock exchanges and as part of normal commercial circulation.
  • Corporate debt obligations. Issue-grade corporate securities are primarily bonds and some forms of promissory notes.
  • Issue-grade debt securities in the form of bonds of state and municipal authorities. These financial instruments are designed to attract funds from investors for the purpose of implementing social significant projects, may have their own special form of issue.
  • Derivatives. Issued order securities are, first of all, various types of options and futures, widely used for various trading operations (mainly for risk insurance or hedging operations).
  • Some types of bills. Currently, the question: whether a bill is an issue-grade security is determined by the specific purposes and types of issue (issue). In practice, cases where a bill of exchange is an issue-grade security are quite rare.

This method of attracting debt financing is used, for example, by banks when a large package (in one tranche) of bills is issued to the market for the short-term repayment of their own obligations (for example, a cash gap, payment of claims or for an urgent repurchase of their own shares from the market).

The general concept of an issue and the procedure for carrying it out

The above types of issue-grade securities, shares and bonds (and their derivatives) are dominant in the securities market, since the issuance procedure itself involves a certain verification of the issuer (its solvency for debts, general financial condition and so on.).

IN general view placement of issue-grade securities is carried out through special and clearly regulated procedures determined by law:

  1. The decision to issue is approved, for example, by the general meeting of shareholders, who make the decision by direct secret vote.

    This decision, formalized accordingly, is a necessary formal procedure for the preparation of the Prospectus.

  2. Prospectus, audited and state registration, is a document that defines all the technical and legal aspects of the process.
  3. Underwriting, the IPO procedure, is the issuance technology itself, which begins from the formation of client lists among potential investors to the placement of a block of shares on the stock exchange.
  4. The entire placement process must undergo state registration, which is precisely the factor that determines the liquidity of a security, and therefore the level of confidence in it.

Since equity securities are a very important element financial system, then such a costly and thorough preparation of securities for entering the market is a guarantee that the work of this finely tuned structure will not be disrupted by the entry of low-quality (very risky) assets into the market.

At the end of this article, it makes sense to say a few words about the fact that equity and securities of other types and classes are effective tools capital management and its increase.

Investment operations of banks are reduced mainly to operations with securities. Securities are understood as specially executed financial documents, the presentation of which is necessary for the exercise of the right expressed in them. The specifics and patterns of the processes of primary and secondary circulation of securities are determined depending on their type.

1. Equity securities certify the owner’s right to a share in the capital of the enterprise. These include stock. IN Federal law“On the securities market” dated March 20, 1996. promotion is defined as “an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. The issue of bearer shares is permitted in a certain ratio to the amount of the paid-up authorized capital of the issuer in accordance with the standard established by the Federal Commission for the Securities Market.”

Based on the differences in the method of paying dividends, we can distinguish common and preferred shares, providing any benefits to their holders. The content and specific forms of realization of benefits are determined in the constituent documents. As a rule, these special benefits consist of a preferential right to receive dividends over ordinary shareholders. At the same time, the charter may provide for the absence of voting rights at the general meeting of shareholders for owners of preferred shares. Thus, the rights of their holders to participate in the management of economic activities are limited.

The rights of preferred shareholders can also be exercised in the possibility of receiving a preferred dividend, paid every year, in a predetermined proportion to the par value of the preferred share. In the event of insufficient distributable profits, the preference dividend is usually carried forward to the subsequent financial year and paid on a priority basis.

The most attractive preferred shares are for individual holders who have little money and have neither the time nor the opportunity to participate in the management process.

2. Debt securities certify the right to a specific monetary claim (but not the right of ownership). These include bonds, bills, checks and certificates of indebtedness.

Bond- an issue-grade security that secures the right of its holder to receive from the issuer a bond within the period specified by it, its nominal value or other property equivalent. A bond may provide for other property rights of its holder, if this does not contradict the legislation of the Russian Federation. Bonds can be bearer or registered, freely tradable, or with a limited circle of circulation.

One of the important characteristics of a bond is its maturity. This is the duration of the contractual agreement for this issue, after which the holder receives the value of the bond, that is, it is fully repaid. The maturity period can be very different, including perpetual types of bonds.

Bonds have nothing to do with profit. Interest must be paid even if there is a loss. Before the end of the maturity period, bonds, like shares, can be sold on a stock exchange or on the free securities market, and just like shares, their market price can be higher or lower than their nominal value.

Bill of exchange is a security certifying the unconditional monetary obligation of the drawer to pay upon maturity a certain amount of money to the owner of the bill. As a written promissory note of a strictly established form, a bill of exchange gives its owner the indisputable right, after the expiration of the obligation, to demand from the debtor payment of the amount indicated on the bill of exchange.

A bill of exchange can only be issued to legal and individuals registered on the territory of the Russian Federation or on the territory of another state that uses the ruble as the official currency. The bill cannot be exported to the territory of a state that does not use the ruble as an official currency.

For the entrepreneur providing the loan, a bill of exchange is not only a simpler, but also a more reliable way of repaying the debt. The bill can be used to defer or installment payment, that is, it is a kind of purchase on credit. For example, in a purchase and sale transaction, payment for goods can be partially made by transferring money in cash or using a bill of exchange. You can also issue a bill of exchange for the entire cost of the goods. Thus, payment is made not at the time of purchasing the goods, but after some time - buying on credit. By the time the bill is paid, the price of the goods may increase. Thus, the bill is convenient to use in conditions of rising inflation.

We will consider the remaining types of securities in less detail and will focus only on the definitions, since they do not have such a role in forming a portfolio of securities of a commercial bank. important as above.

By check A security is recognized that contains an unconditional written order from the drawer to the bank to pay the holder of the check the amount specified in it. The check must be presented for payment within the period established by law.

Various certificates are issued to attract additional funds. There are two main types of bank certificates: deposit and savings certificates.

Certificate of Deposit is a document that is a bank's obligation to pay off deposits placed with it, the right of claim for which can be transferred by one person to another. A certificate of deposit can only be issued to an organization that is a legal entity registered in Russia or in the territory of another state that uses the ruble as an official currency.

Savings certificate may be referred to as a document that acts as an obligation of the bank to pay out savings deposits placed with it.

3. Derivatives certify the right of their owner to purchase or sell primary securities. These include options and warrants.

Option is a security in the form of a contract concluded between two persons, one of whom writes and sells the option, and the other buys it and receives the right, within a specified period, to buy or sell other securities at a fixed price.

Warrant- this is a security, the holder of which receives the right to purchase securities at a set price for a certain period of time or indefinitely.

4. Commodity securities include such documents of title as bills of lading And warehouse receipts.

Bill of Lading a document of title is recognized, certifying the right of its holder to dispose of the cargo specified in the bill of lading and to receive the cargo after completion of transportation. It can be bearer, order or registered. When a bill of lading is drawn up in several original copies, the release of cargo according to the first presented bill of lading terminates the validity of the remaining copies.

Warehouse receipts can be simple or double.

A simple warehouse receipt is a bearer security, the holder of which acquires the right to dispose of a commodity by owning not the commodity, but the security.

Feature double warehouse receipt is that it consists of a warehouse receipt and a pledge certificate (or warrant), which can be separated from each other and circulate independently.

In addition, the listed types of securities may differ according to the following characteristics:

a) by release form:

- for documentary, that is, the owners of which are identified on the basis of presentation of a properly executed security certificate or, in the case of deposit, on the basis of an entry in the securities account;

- undocumented, the owners of which are identified on the basis of an entry in the system for maintaining the register of securities owners or, in the case of deposit of securities, on the basis of an entry in a securities account;

b) according to the form of certificate of ownership:

- to bearer- securities, the transfer of rights to which and the exercise of the rights secured by them do not require identification of the owner;

- personalized- securities, information about the owners of which must be available to the issuer in the form of a register of the owner of securities, the transfer of rights to which and the exercise of the rights assigned to them require identification of the owner;

- order- securities, the rights of the holders of which are confirmed both by the bearer of these securities and by the presence of appropriate inscriptions;

c) according to the form of placement:

- for emission- any security, including book-entry securities, which is simultaneously characterized by the following characteristics: placed in issues; establishes a set of property and non-property rights subject to certification, assignment and unconditional implementation; has equal volume and terms of exercise of rights within one issue, regardless of the time of acquisition of the security;

- non-emission- other securities that are not characterized by the characteristics listed above.

In addition, in the most general form, the classification of the main instruments of the securities market can be presented as follows. Depending on the nature of the transactions underlying the issue of securities, as well as the purposes of their issue, they are divided into stock(stocks, bonds) and commercial paper(commercial bills, checks, warehouse and pledge certificates). It is in accordance with this classification of securities that banking operations with them are divided into stock and commercial.

A bond is an issue-grade security that secures the right of its owner to receive from the issuer of the bond its nominal value or other property equivalent within the period specified in it. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. The income on the bond is interest and or discount Art. Bonds are issued for a certain period to attract additional financial resources.


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Lecture No. 2 -3

Types of securities

Let us dwell in more detail on the most widely used securities in the Russian economy.

1. Promotion an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation (Article 2 of the Law “On the Securities Market”). Only joint stock companies have the right to issue shares. Earnings per share, which is generated from the profits of the joint stock company (or other issuer) that issued the shares, is a dividend.

A share as a security has a number of characteristic properties unique to it. They are as follows:

* share is a title of ownership, i.e. the owner of the share is the owner of the joint stock company;

* the share does not have a circulation period, i.e. it is unlimited, it is limited by the life of the joint-stock company;

* shares can be split and consolidated. During a division (split), the number of shares increases (one share turns into several), their nominal value decreases while the amount of the authorized capital remains the same. During consolidation, the number of shares decreases, the par value increases, but the size of the authorized capital does not change;

* shares are characterized by limited liability, since the shareholder is not liable for the obligations of the joint-stock company itself;

* a share is characterized by indivisibility, i.e. joint ownership of a share is not associated with the division of rights between the owners, they together act as one person;

* the owner of the share has the right to withdraw his part from the total capital of the joint-stock company by selling it, transferring it to the legislature
way your shares.

The practice of attracting financial resources to joint stock companies has developed a large number of varieties of shares that satisfy a wide variety of investor needs. Shares vary depending on the issuer, the method of registration of shareholder rights, investment qualities, etc.

Depending on the subjects among whom the shares are distributed, there are: shares labor collective, shares of an enterprise, shares of a joint stock company. Shares of the labor collective are distributed only among employees of a given enterprise; shares of the enterprise are also distributed among other legal entities. They do not give their holder the right to participate in the management of the enterprise and are only a means of mobilizing additional financial resources. Shares of a joint stock company are distributed among shareholders, i.e. co-owners of the company.

Depending on the method of exercising the rights of a shareholder, shares of a joint stock company are divided into ordinary and preferred. Ordinary shares give the right to participate in the management of the joint-stock company (1 share = 1 vote when resolving issues at a meeting of shareholders). The share of ordinary shares concentrated in the hands of one owner and giving him the opportunity to exercise actual control over the joint-stock company is called a controlling stake. Theoretically, the stake should be 50% of all issued common shares plus 1 share. Practically less. Dividends on these shares are paid after dividends on preferred shares are paid.

Preferred shares do not give voting rights at the general meeting of shareholders (with the exception of decisions on issues of reorganization and liquidation of the company), but they bring constant (fixed) income, the amount of which is established when shares are issued. These shares have priority over ordinary shares in the distribution of profits and liquidation of the company. If there is a shortage of profits, dividends on preferred shares are paid out of the company's reserve fund, and if there is a lack of funds to pay dividends on ordinary shares, they are not paid. Preferred shares can be issued in the form of convertible shares, that is, shares that can be exchanged at the owner's request for common shares of the same issuer. According to the Law of the Russian Federation “On Joint Stock Companies”, the par value of preferred shares should not exceed 25% of the authorized capital of the company.

According to the order of ownership, securities are: registered and bearer. According to the Law “On the Securities Market” (Article 2) and the Law “On Joint Stock Companies”, shares are registered securities. A registered share is a security, the name of the owner of which is indicated on its letterhead and (or) in the register of owners. It can be transferred to another person by assignment, only through notarial registration or brokerage houses, banks. Owners of registered shares are registered in the register of shareholders.

Depending on the stage of issue of shares into circulation and their payment, the following types of shares are distinguished: declared, placed and paid. Authorized shares is the maximum number of shares of the corresponding type that can be issued by an enterprise in addition to the shares already placed. The number of authorized shares is not related to the size of the authorized capital and may be more or less than its value. This number is fixed in the charter of the joint-stock company or adopted by decision general meeting shareholders by a majority vote. Outstanding shares are shares that are purchased by shareholders. Paid-up shares are shares for which their owner has made 100% payment and the funds have been credited to the account of the joint-stock company. Not all issued shares are paid, as payment for shares in installments may be provided. At least 50% of the company's shares distributed upon its establishment must be paid for within three months from the date of state registration of the company, and the remaining part - within a year from the date of registration.

Depending on the form of issue, shares are divided into: documentary (blank, in the form of separate documents) and uncertificated (non-blank or non-cash, in the form of entries on personal accounts with the registry holder and on securities accounts with the depositary). The issuer decides on the form of issue. Currently, shares are issued in documentary form less and less often; this form is increasingly being replaced by records of the relevant data in the computer memory, and shareholders are issued a share certificate.

2. Bond - an issue-grade security that secures the right of its owner to receive from the issuer a bond within the period specified in it, its nominal value or other property equivalent. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. Bond income is interest and/or discount (Article 2 of the Law “On the Securities Market”, Article 816 of the Civil Code of the Russian Federation).

Bonds are issued for a certain period to attract additional financial resources. Unlike shares, bonds do not give their owners the right to participate in the management of a joint stock company, but they have a number of advantages. A bond is a security that:

1) expresses borrowed, debt relations between the bondholder and the issuer;

2) brings guaranteed income;

3) independently circulates on the stock market until its redemption by the issuer and has its own exchange rate;

4) has the properties of liquidity, reliability, profitability and other investment qualities;

5) has priority over shares in receiving income, payment of income on them is made in priority compared to the payment of dividends on shares;

6) gives the owner the right to priority satisfaction of his claims in comparison with the shareholder upon liquidation of the enterprise;

7) investing in government bonds provides certain tax benefits.

Issuers issue bonds various types and types. Depending on what classification criterion is used as the basis for the grouping, several types of bonds can be distinguished.

Depending on the exercise of the rights of the owner, bonds can be registered or bearer.

Depending on the method of security, bonds are either secured or unsecured. Secured bonds are issued against specific property, land or securities owned by the issuer. Unsecured bonds are debt obligations that are not secured by any collateral.

Based on the presence of a conversion privilege, convertible and non-convertible bonds are distinguished. Convertible bonds give the owner the right to exchange them for common stock of the same issuer. Non-convertible bonds do not provide this right.

Based on the type of yield, they distinguish between interest-bearing, non-interest-bearing bonds, and zero-coupon bonds (bonds of winning loans). Interest-free (discount) bonds are sold at a discount below par. Income on interest-bearing (coupon) bonds is paid by paying coupons to the bonds. Coupon part of a bond certificate that, when separated from the certificate, entitles the owner to receive interest (income). The amount of interest and the date of its payment are indicated on the coupon, so the coupon is the main characteristic of the bond. The interest paid can be fixed or floating. The income from winning loan bonds is represented in the form of the goods or services for which they were issued.

Depending on the duration, bonds are available with a fixed maturity date and without a fixed maturity date. Bonds with a specified maturity date are divided into short-term validity period up to 1 year, medium-term validity period up to 5 years, long-term validity period from 5 to 30 years. Bonds without a fixed maturity date are divided into returnable bonds issued by the issuer before the end of the term, with the payment of a premium to the holder for lost material opportunities; bonds with an extended validity period the holder has the right, upon expiration of the validity period, to exchange them for more
long-term bonds of the same value and with a higher interest rate; bonds with a narrowing validity period the holder has the right to present his bonds for redemption at par value before the end of the loan term.

Depending on the issuer, there are corporate bonds and government bonds. State bonds are divided into federal bonds, issued on behalf of the Russian Federation, and municipal bonds, issued on behalf of the municipality of a city or district. The state issues the following bonds: bonds of the state republican internal loan of the RSFSR 1991 GDO (long-term); government short-term zero-coupon GKO bonds; domestic foreign currency loan; federal loan bonds; federal gold bonds; bonds of the Russian Internal
loan 1992, etc.

Corporate bonds are issued to attract additional financial resources. Bonds of internal state and municipal loans are issued to bearer; corporate bonds both registered and bearer.

The bond has basic characteristics: par value, rate, point, coupon, discount, etc. Payment for bonds is made by calculating interest on the par value. An investor, having a bond, knows in advance how much money he will receive on it by a certain time. Knowing the par value is also necessary in order to determine the current rate of the bond, since this security is quoted as a percentage of its par value (i.e., the amount indicated on the bond). The bond rate is determined as a percentage and the content individual species securities to par by dividing the market price of the bond by the par price of the bond.

The total income from a bond consists of the following elements: 1) periodically paid interest (coupon income); 2) change in the value of the bond for the corresponding period; 3) income from reinvestment of interest received.

3. Bill of exchange a security certifying the unconditional monetary obligation of the drawer to pay, upon maturity, a certain amount of money to the owner of the bill (bill holder). A bill of exchange can be: simple and transferable (Law of the Russian Federation “On Bill of Exchange and Promissory Note” dated March 11, 1997 No. 48-FZ).

The bill has a number of significant features:

* abstractness;

* indisputability;

* negotiability;

* monetarity;

* right to protest;

* joint responsibility.

The types of bills are quite diverse and vary depending on the issuers, payment terms, ownership order, etc.

Depending on the entity making the payment of the bill amount, bills of exchange are divided into simple and transferable. Simple (solo bill) - the obligation of the debtor to pay a certain amount of money within a specified period of time to the recipient of the money or, by his order, to any other person presenting the bill for payment. A promissory note is issued by the payer (debtor) himself. A bill of exchange (draft) is issued and signed by the creditor (drawee) and represents an order from the creditor (drawee) to the debtor (drawee) to pay within a specified period of time a certain amount of money to a third party (remitee - the first holder of the bill) or the bearer. By a bill of exchange, the debtor becomes the payer.

Based on the principle of the issuer, bills of exchange are distinguished between public and private. Government bills are debt obligations issued by the Government of the country through the mediation of the Central Bank of Russia and the Ministry of Finance of the Russian Federation. Municipal bills are issued by the administrations of the constituent entities of the Federation and local administrations. Private bills include bills issued by corporations, financial groups, and commercial banks. Bank bills are issued by banks (usually at a discount). Corporate bills are used to formalize loan obligations and are issued by business entities.

According to the order of ownership, a distinction is made between registered bills and bearer bills.

Depending on the income received, bills of exchange are divided into discount ones: they imply a discount (the difference between the purchase price and the redemption price (face value) of the bill); interest involves receiving interest.

Depending on the territory in which bills are circulated, they can be divided into local ones, which can only be circulated in a certain territory; national, which circulate on the territory of the state; international. You can also distinguish between domestic and foreign bills.

According to the guarantee of payment, bills of exchange are divided into avalized (guaranteed) and non-validated (non-guaranteed). Guaranteed bills are marked with a bill of exchange guarantee, a guarantee from banks and credit institutions - aval.

4. Certificates of deposit and savings

Deposit and savings certificates can be issued one-time or in series; both registered and bearer; interest and discount.

The following interest payment methods can be established for interest certificates: fixed interest rate, fluctuating interest rate, the value of which is tied to a certain financial indicator(refinancing rate, assessment of GKO yield). The initial placement of discount certificates is carried out at prices below par, interest is paid in the form of the difference between the par and redemption price.

Certificates of deposit and savings are circulated by assigning claims (assignment). The assignment of rights of claim to the bearer is carried out by simply delivering the certificate to the new owner. As for the personal certificate, the assignment is issued on its reverse side.

5. Bill of lading this is a non-issue security issued by the carrier of sea cargo or his authorized representative to the owner of the cargo or his representative. A bill of lading is a transport document containing the terms of the contract of carriage by sea, certifying the fact of acceptance of the cargo for shipment, giving the right of disposal and ownership of the holder of the bill of lading to the cargo, the right of the holder of the bill of lading to possess and dispose of it.

A bill of lading is issued for any cargo, regardless of how the transportation is carried out: with the provision of the entire ship, individual ship premises, without such a condition.

Legal acts regulating the issues of issuance and content of a bill of lading are: International Convention for the Unification of Certain Rules Relating to Bills of Lading of 1921 (Hague Rules); Brussels Protocol of 1968 on the revision of the Hague Rules on Bills of Lading 1921 (Hague-Visby Rules); UN Convention on the Carriage of Goods by Sea, 1978 (Hamburg Rules); Code of Merchant Shipping of the Russian Federation dated March 31, 1999

The bill of lading is drawn up on the basis of a loading order signed by the shipper of the cargo, who submits an export order to the port with the necessary details. The bill of lading indicates the language in which the text of the bill of lading is printed; bilingual execution of the bill of lading is possible. Typically, a bill of lading is a printed form. A bill of lading is a document of a standard form, accepted in international practice, for the carriage of goods.

Bills of lading are drawn up in three copies with the same content and date: one for the shipper, the second for the consignee, the third for the carrier. All copies of the bill of lading are originals, as evidenced by the “original” stamp on them. In some cases, the serial number of the original is indicated: first, second, third. The bill of lading indicates the number of originals drawn up, but only one of them can be a document of title. If goods are issued under one of them, then the rest become invalid. Copies of the bill of lading are printed on paper other than
from the original, or have a “copy” stamp.

Depending on whether the bill of lading includes insurance
policy, allocate an insured bill of lading. An insured bill of lading is a combination of a transport document with an insurance policy and serves as evidence of acceptance of the cargo for carriage,
and his insurance. It is usually used when transporting goods in containers.

The following types of bills of lading are also distinguished.

A share bill of lading is an order for the transfer of a certain part of the transported cargo at the port of destination to another person. It is used in the event of a partial sale by the consignee of the goods before
he took delivery.

Consolidated bill of lading bill of lading for several cargoes intended for different consignees.

6. Warrant has two types of application.

First, a warrant is a certificate that gives the holder the right to buy securities at a specified price for a specified period of time or indefinitely. Sometimes a warrant is offered along with a security as an incentive to purchase it.

The following types of warrants can be distinguished (Fig. 2.4.7).

A share warrant is a certificate that gives the holder the right to buy shares of a company at a specified price within a specified time.

Subscription warrant - an instrument through which shareholders exercise their subscription rights or subscription privileges. It is issued by the corporation, which itself determines the number of shares that a shareholder can purchase and the conditions for their acquisition in the event of an additional issue. A subscription warrant provides legal evidence of ownership of subscription rights and is assignable to others. Its type is an ex-warrant - a certificate certifying the shareholder’s right to purchase new ordinary shares of the company at a preferential price before their public offering.

Depending on the form of existence, a distinction is made between continuous and detachable warrants. A permanent warrant is a long-term or perpetual security issued together with a bond or preferred stock and giving the right to purchase a certain number of common shares of the same issuer; it cannot be sold separately. A detachable (rolling) warrant is a warrant that can be sold separately from the securities to which it was originally attached.

Bonds with warrants - a combination of a common bond and a warrant to purchase shares. Bonds with a warrant may or may not imply the possibility of separating the warrant from the bond. However, the exercise of the warrant does not mean the termination of the bond. Warrants provide the ability to issue bonds at a lower interest rate.

Dividend warrant certificate of receipt of a warrant, an order to pay a dividend to the shareholder.

An interest warrant is a directive to a corporation to pay interest due on its bonds and other securities.

Index warrant option on a stock index issued as
part of the issue of securities and guaranteed by the clearing house.

Currency warrants are options included in securities issues and giving their holder the right to purchase from the issuer additional securities denominated in another currency. In this case, the coupon and price of securities are fixed at the time of sale of the main issue.

Covered Warrant A warrant to buy or sell specified securities held in an investment company's portfolio.

European warrant warrant used only on certain days or periods.

Buying a warrant makes sense if the value of the shares is expected to increase by the time they are issued. The sale of a warrant is one way of issuing a new issue of shares. Warrants can be traded on an exchange.

Secondly, a warrant certificate of warehouse acceptance for
storage of a specific product. In this case, the warrant is a document of title and is used for the sale and pledge of goods.

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