Joint Stock Company (JSC)a commercial organization is recognized, the authorized capital of which is divided into a certain number of shares. The participants of the joint-stock company (shareholders) bear the risk of losses, combined with the activities of the company, within the limits of the value of their deposits and are not liable for its obligations.

The legal status of joint-stock companies during the period of their establishment was mainly regulated by the Regulations on Joint-Stock Companies (approved by the Resolution of the Council of Ministers of the RSFSR No. 601 dated 25.12.1990) and a series of decrees of the President of the Russian Federation and other by-laws that were in effect in part that did not contradict the provisions of Part 1 Civil Code RF.

Federal Law No. 208-FZ of 26.12.1995 “On Joint Stock Companies”, enacted on January 1, 1996, has significantly changed the entire legal framework in the field of corporate relations. After that, a difficult situation arose in terms of the interaction of the norms of various legal acts. The regulation of corporate relations for joint-stock companies created in the process of privatization turns out to be especially difficult. For such joint-stock companies, the norms of the Model Charter, approved by the Decree of the President of the Russian Federation No. 721 of 01.07.1992, continue to apply. However, those provisions of the charters of joint-stock companies that contradict the provisions of the Law "On Joint Stock Companies" have been terminated.

Joint-stock company is considered to be created as a legal entity from the moment of its registration. The company is created without any time limit, unless otherwise provided by its charter.

The company is responsible for its obligations with all property belonging to it, but is not responsible for the obligations of its shareholders.

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

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

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

In accordance with the Law, the number of shareholders of a closed joint stock company must not exceed 50 people. This rule does not apply to closed joint stock companies established before 01.01.1996.

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

The Law "On Joint Stock Companies" establishes that all JSCs created with the participation of the state or municipal formation, can only be open.

A joint stock company can be created with the help of an establishment again or by reorganizing an operating legal entity (merger, acquisition, division, separation, transformation). The decision to found a company is made by the constituent assembly. The number of founders of an open society is not limited. A society can be created by one person.

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

The charter of any joint-stock company must contain the following information: company name, location and type of company (open or closed); the number, par value, categories (preferred, ordinary) shares and types of preferred shares placed by the company; the rights of shareholders, the size of the authorized capital, the structure and competence of the company's management bodies; the procedure for preparing and holding a general meeting of shareholders with a list of issues, the decision on which is adopted by the company's management bodies by a qualified majority of votes or unanimously; information about branches; other provisions stipulated by the Law "On Joint Stock Companies" (for example, limiting the number of shares owned by one shareholder and their total par value or the maximum number of votes given to one shareholder).

The joint stock company can be transformed into a limited liability company or a production cooperative.

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

The authorized capital of a company is made up of the par value of the company's shares. The company has the right to place ordinary shares, as well as one or several types of preferred shares. The par value of the placed preferred shares must not exceed 25% of the authorized capital. When founding a company, both closed and open, shares must be placed only among the founders. Moreover, all shares of the company are registered.

The minimum authorized capital of an open company is not less than a thousand times the minimum wage on the date of registration of the company, and of a closed company - not less than a hundred times the minimum wage determined by federal law.

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

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

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

The owners of different shares have different rights. Ordinary shares give the shareholder the right to participate in the general meeting of shareholders with the right to vote, as well as the right to receive dividends, and in case of liquidation, the right to receive part of the company's property.

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

In May 1998, the Government of the Russian Federation adopted Resolution No. 487 “On Approval of the Regulation on the Sale at a Specialized Auction of State and Municipal Owned Shares of Open Joint Stock Companies Created in the Process of Privatization”. This Regulation determines the procedure for holding a specialized auction, the conditions for participation in it, the form for submitting applications, the procedure for determining the winners, as well as the procedure for settlements for acquired shares.

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

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

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

It is allowed to form a special fund for corporatisation of the company's employees from the net profit. Its funds are spent exclusively on the purchase of shares in the company sold by the shareholders of this company.

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

1) information on the number of shares of the people's enterprise that may be owned at the time of the creation of the people's enterprise:

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

b) each participant of the converted commercial organizationwho is not her employee;

c) each individualwho is not a member of the reorganized commercial organization and (or) a legal entity;

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

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

4) an indication of the form of payment for shares of a people's enterprise or the procedure for exchanging shares (stakes, shares) of a converted commercial organization for shares of a people's enterprise by each shareholder at the time of the creation of a people's enterprise.

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

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

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

The Law on the People's Enterprise expands the rights of the employee-shareholder in the field of real participation in management, granting the right to vote in solving a large number of issues at general meetings of shareholders, regardless of the number of shares owned by him. When solving such particularly important issues as determining priority areas of activity, redemption value of shares, liquidation of a people's enterprise, voting is based on the principle of "one share - one vote."

The allocation of shares to certain categories of employees of the people's enterprise is as follows:

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

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

3) general director, his deputies and assistants, members of the supervisory board and the control commission, if they are NP employees, are endowed with shares free of charge in accordance with their personal labor contribution to the NP performance for the past financial year; it is not allowed to buy shares from the shareholders of the NP and from the NP itself.

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

A share is usually understood as a security issued by a joint-stock company when it is created (established), when an enterprise or organization is transformed into a joint-stock company, when two or more joint-stock companies are merged (absorbed), as well as to raise funds when increasing the existing authorized capital. Therefore, a share can be considered a certificate of the contribution of a certain share in the authorized capital of a joint stock company. In the Market Law valuable papers"shares are defined as follows:" A share is an equity security that secures the rights of its holder (shareholder) to receive part of the joint-stock company's profit in the form of dividends, to participate in management and to part of the property remaining after its liquidation. "

Holders (shareholders) can be divided into:

Physical (private, individual);

Collective (institutional);

Corporate.

If in the 60s and 70s the main share of investors abroad was made up of private investors, then by the 90s their share had significantly decreased. For example, in Great Britain in the 60s the share of private investors owning shares in joint stock companies was about 70%, and by the 90s it had dropped to 20%. This is explained by the fact that a private investor, having a small block of shares, cannot significantly influence the policy of the company, therefore, he expresses his disagreement with the state of affairs in the joint-stock company by selling his shares.

An institutional investor, on the other hand, can play an active role in the management of a joint stock company, as it can own a large block of shares. IN foreign practice the most influential collective investors are considered insurance companies, private pension funds, mutual funds (mutual investment funds).

In Russia it is still difficult to determine (due to the lack of statistical data) the prevailing group of investors. It can be assumed that so far the bulk are individual investors who received shares during privatization state enterprises.

The following provisions are attracted to the issue of the issuer's shares:

The joint-stock company is not obliged to return to investors their capital invested in the purchase of shares. Their purchase of shares is viewed as long-term financing of the issuer's costs by the shareholders. Although the Law provides for cases when shareholders-owners of voting shares have the right to demand the redemption by the company of all or part of their shares. For example, if they voted against the decision to reorganize a joint stock company, against committing big deal or did not take part in the voting, and these decisions were made.

Payment of dividends is not guaranteed.

The amount of dividends can be set arbitrarily regardless of the profit. Even if there is a net profit, a joint-stock company can direct all the profits to the development of production and not pay dividends.

Having received cash through the placement of issued shares, the issuer is able to use them to form production and non-production fixed and circulating assets.

An investor in shares is attracted by the following:

2. The right to income, i.e. to receive part of the net profit of the joint stock company in the form of dividends.

3. Capital gains associated with a possible rise in the price of shares on the market. In fact, this is the main motive for acquiring shares, especially in Russia at the moment.

4. Additional benefits that a joint stock company can provide to its shareholders. They take the form of discounts when purchasing products manufactured by a joint stock company or using services (reduced fares, discounted rates for hotel accommodation, etc.).

5. The right of preemptive purchase of new issues of shares.

6. The right to a part of the joint-stock company's property remaining after its liquidation and settlements with all other creditors.

Shares have the following properties:

A share is a title of property, i.e. the holder of a share is a co-owner of a joint-stock company with the following rights;
it has no period of existence, i.e. the rights of the shareholder are retained as long as the joint-stock company exists;
it is characterized by limited liability, since the shareholder is not responsible for the obligations of the joint stock company. Therefore, in case of bankruptcy, the investor will not lose more than what he invested in the share;
the action is characterized by indivisibility, i.e. joint ownership of shares is not associated with the division of rights between the owners, they all act together as one person;
shares may split and consolidate. When split, one share turns into several. The issuer can use this property of shares to reduce the supply of shares of this type. Splitting does not change the amount of the authorized capital.

With a par value of 1000 rubles. 4 new shares are issued, so the par value of new shares becomes equal to 250 rubles. Old certificates are withdrawn from shareholders and new ones are issued, which indicate that they own a large number of shares.

During consolidation, the number of shares decreases, which can lead to an increase in their market price. But the minimum cost increases, while the size of the authorized capital remains the same. Shareholders also receive new certificates in exchange for the withdrawn ones, which will indicate a smaller number of new shares.

A share is a formal document, therefore, according to the definition of a security, it must have mandatory details.

According to the existing regulatory documents, share forms must contain the following details:

1) the firm name of the joint stock company and its location;
2) the name of the security - "share";
3) its serial number;
4) date of issue;
5) type of share (simple or preferred);
6) par value;
7) the name of the holder;
8) the size of the authorized capital on the day of the issue of shares;
9) the number of issued shares;
10) the term for the payment of dividends and the dividend rate only for preferred shares;
11) signature of the chairman of the board of the joint-stock company;
12) place of printing, manufacturer of securities blanks.

In addition, it is possible to indicate the registrar and its location and the agent bank making the payment of dividends.

A share can be issued both in documentary (paper, material) form, and in non-documentary form - in the form of appropriate entries on accounts. In the case of a documentary issue of shares, it is possible to replace the share with a certificate, which is a certificate of ownership of the person named in it a certain amount shares. Upon full payment for the shares, the shareholder receives one certificate for the entire number of shares he has purchased. The share certificate must contain the same details that are characteristic of the share, as well as an indication of the number of shares that belong to the owner (shareholder). In some regulatory documents, the share certificate is referred to as securities, although this statement is rather controversial and can complicate the circulation of securities, lead to the simultaneous circulation of both shares and their certificates.

The legal status of a JSC, the rights and obligations of its shareholders, the procedure for the creation, reorganization and liquidation of the company are determined by Federal Law No. 208-FZ of December 26, 1995, the Federal Law "On AO"

JSCs are no longer subdivided into open and closed. And those of them that openly placed their shares are now called public. Moreover, a public company is recognized regardless of whether it is said about it in its name or not. Companies do not need to urgently change their charters and make changes to the Unified State Register of Legal Entities. This can be done when in the course of activity it becomes necessary to amend any provisions. constituent documents, including that neither reorganization, nor liquidation, nor re-registration of companies was required (part 10 of article 3 of the Federal Law No. 99-FZ).

Please note that the Federal Tax Service in a letter dated 30.12.2015 N GD-4-14 / [email protected] indicates that OJSC needs to be renamed into PJSC or JSC at the first change of the charter. Otherwise, the IFTS will refuse to register the changes, because the submitted documents contain false information about the name of the legal entity.

Let us remind you that open and closed subscriptions are ways of placing shares, that is, ways of selling them. Closed subscription allows the sale of shares only among the founders or other, predetermined circle of persons. Shareholders decide for themselves whom to admit and who not. Public subscription allows the free sale of shares under the terms and conditions established by law.

From 01.09.2014 all JSCs are divided into public (PJSC) and non-public (JSC) joint stock companies

Non-public companies - other joint-stock companies, as well as all LLCs (Article 66.3 of the Civil Code of the Russian Federation).

The norms of the Civil Code of the Russian Federation governing legal position non-public companies are predominantly dispositive in nature and provide members of such companies with ample opportunities to regulate corporate relations at the level of internal documents, including in terms of forming the structure and competence of management and control bodies, determining the procedure for convening, preparing and holding meetings of participants, making decisions the company, establishing the procedure for exercising the preemptive right, determining the scope of the participant's rights, disproportionate to his share in the authorized capital.

Key Features legal status PJSC (Article 97 of the Civil Code of the Russian Federation)

• Imperative regulation
• Obligation to publicly disclose information
• Additional requirements in the field corporate governance (in many respects similar to those that were in JSC)
• Impossibility of establishing the need to obtain consent for the disposal of shares
• Impossibility of establishing a preemptive right

In accordance with the Bank of Russia Information Letter dated 18.08.2014 N 06-52 / 6680 for the recognition of a PJSC JSC, the fact of a public offering or public circulation of securities is required, regardless of the fact that the duration of these events is either limited (public offering), or may terminate for various reasons (public circulation). Thus, a JSC is considered public if the shares of such JSC have ever been placed by open subscription or have been publicly traded.

Art. 66.3 of the Civil Code of the Russian Federation identified two signs of PJSC

• Shares and securities (convertible into its shares) which are publicly placed (by open subscription) or publicly traded under the conditions established by the laws on securities
• JSC that included in the charter and in the company name an indication that the company is public

In order to become public, one of the above two signs is enough.

All other JSCs are classified as non-public.

JSC (until 01.09.2014 - JSC)

In accordance with Art. 7 FZ dated 26.12.1995 N 208-FZ "On Joint Stock Companies" and clause 2 of Art. 97 of the Civil Code of the Russian Federation, a joint-stock company, whose shares are distributed only among its founders or another predetermined circle of persons, was recognized as a closed company, from 01.09.2014 it is recognized as a JSC. Such a company is not entitled to conduct an open subscription to the shares issued by it or otherwise offer them for acquisition to an unlimited number of persons.

At the same time, if the charter of a CJSC before 09/01/2014 did not provide for the preemptive right of shareholders to purchase shares from other shareholders of the JSC, before the charter was brought into conformity with the norms of the Civil Code of the Russian Federation after 09/01/2014, the company's shareholders enjoy the pre-emptive right to purchase shares from other shareholders of the JSC at the price of the offer to a third party in proportion to the number of shares held by each shareholder of the JSC.

PJSC (until 09/01/2014 - OJSC)

In accordance with Art. 7 ФЗ dated 26.12.1995 N 208-ФЗ "On JSC" and paragraph 1 of Art. 97 of the Civil Code of the Russian Federation, JSC, which is entitled to place shares and equity securities convertible into its shares, by means of open subscription, is recognized as a public joint-stock company. Such JSC has the right to conduct an open subscription to the shares issued by it and their free sale under the conditions established by law and other legal acts. Such JSC also has the right to conduct a closed subscription to the shares it issues, except for cases when the possibility of conducting a closed subscription is limited by the charter of the company or the norms of legal acts of the Russian Federation.

Authorized capital of JSC (formerly JSC)

The size of the charter capital of a JSC (formerly CJSC) must be at least one hundred times the minimum wage as of the date state registration (not less than 10,000 rubles at present). From 01.09.2014, there is no need to make changes to the size of the charter capital of JSCs that have become JSCs.

Authorized capital of PJSC (formerly OJSC)

The size of the charter capital of PJSC (formerly OJSC) must be at least a thousand times the minimum wage as of the date of registration of the company (at least 100,000 at present). From September 1, 2014, there is no need to make changes to the size of the charter capital of a JSC that has become a PJSC.

Article 5 of the Federal Law No. 82-FZ "On the minimum wage" dated 19.06.2000

Calculation of payments for civil obligations, established depending on the minimum wage, is made from January 1, 2001, based on the base amount equal to 100 rubles.

Founders of JSC

The founders / shareholders of JSC can be legal entities and citizens of the Russian Federation, foreign individuals and legal entities. Civil servants, military personnel, state bodies and local self-government bodies cannot act as founders / shareholders of JSC.

A JSC can be created by one person or consist of one person if one shareholder acquires all the shares of the company. Information about this must be contained in the charter of the company, be registered and published for general information. A JSC cannot have another business entity (LLC, ALC (until 01.09.2014), JSC), consisting of one person, as the sole participant, unless otherwise provided by law.

A recommendation to read the response of the Central Bank of the Russian Federation (dated 06/05/2015 N 52-3 / 5431) to the question about the procedure and timing of sending a notification by a person who has received the right to dispose of 10 or more percent of votes attributable to voting shares (stakes) that make up the charter capital of a non-credit financial institution, as well as the procedure for the Bank of Russia requesting information on persons who, directly or indirectly, have the right to dispose of 10 or more percent of the votes attributable to voting shares (stakes) that make up the charter capital of a non-bank financial institution

Number of shareholders in JSC (formerly in JSC)

The number of shareholders of a JSC (non-public) is not limited. We would like to remind that before September 1, 2014, the number of shareholders in the CJSC could not exceed 50 people. From 01.09.2014, it is not required to make changes to the number of shareholders of JSCs that have become PJSC / JSC.

Number of shareholders in PJSC (formerly OJSC)

The number of shareholders of a public (previously open) company is not limited.

Shares of JSC (formerly - JSC)

Shares of JSCs (formerly JSC) cannot be traded on stock exchanges.

Shares of PJSC (formerly OJSC)

Shares of PJSC (formerly OJSC) can be traded on stock exchanges.

FZ t 05.05.2014 N 99-FZ, which entered into force on 01.09.2014, was adopted in order to strengthen control over the sale of large blocks of shares of the former OJSC and is intended to coordinate the legislation in force in this area. In particular, a system of state control over the JSC takeover procedure has been created. Interested parties are required to pre-notify their intentions to the authorized body, which is obliged to give anti-monopoly approval or prohibit the transaction.

The law introduced the term “related persons”, which, in addition to affiliated persons, include those who indirectly influence the transaction.

The law also introduced the concept of "corporate agreement". The shareholders of JSC are given the right to independently decide whether to conclude such an agreement or not. But if the shareholders enter into a corporate agreement, the disclosure of its content becomes mandatory (Article 67.2 of the Civil Code). PJSC shareholders are obliged to disclose information contained in the corporate agreement in accordance with the rules established by the Federal Law "On JSC". The content of the corporate agreement concluded by the shareholders of a non-public JSC is not subject to disclosure and is classified as confidential information, unless otherwise provided by law. Regardless of the type of joint-stock company, information on the conclusion of a corporate agreement today is not subject to inclusion in the charter.

Shareholders of JSC (formerly JSC / CJSC) are not liable for the obligations of the companies and bear the risk of losses associated with the activities of the company, within the limits of the value of their shares, as before.

General information about JSC

In accordance with paragraph 1 of Art. 96 of the Civil Code of the Russian Federation, a joint-stock company is a company whose authorized capital is divided into a certain number of shares.

AO's charter capital is made up of the par value of the company's shares acquired by shareholders.

AO's Criminal Code determines the minimum size of the company's property that guarantees the interests of its creditors.

AO AM is subject to payment, that is, shareholders must make certain property contributions, which become the property of the company.

The property transferred in payment for shares, after the transfer of ownership of it to the company, may be sold or otherwise alienated.

If the cost net assets (the difference between the value of the company's property, its property rights and the amount of its debt) is lower than the Criminal Code of a JSC, this company is obliged to reduce the Criminal Code or decide on its liquidation.

AO CC is a concept that determines, on the one hand, the amount of liability of the company's shareholders to its creditors, and on the other, the shareholders' rights to manage the company, receive dividends and part of the company's property after its liquidation.

A JSC participant acquires a security - a share confirming his right to participate in the management of the company, to receive dividends, a share of property upon liquidation of the JSC.

The issue (issue) of shares is possible only in non-documentary form, that is, the rights of the owners of shares are secured not by a paper document, but by making entries in the relevant registers of shareholders, which in certain cases can be kept by the company / registrar or only by the registrar.

Issues of shares are subject to state registration, they are circulated on the securities market, transactions with them are regulated, including by the rules governing relations between participants in the securities market.

AAA-Invest specialists will perform services for you on any registration actions with LLC, individual entrepreneur, NPAO, PJSC, NPO

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

According to the Federal Law of the Russian Federation "On the Securities Market" dated April 22, 1996, No. 39-FZ, a share is understood as an "equity security, securing the rights of its owner (shareholder) to receive part of the profit of a joint-stock company in the form of dividends, to participate in the management of a joint-stock company. society and not part of the property remaining after its liquidation. " / 2, p. 31 /

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

B.M. Cheskidov in the book "Securities market and exchange business" gives the definition "a share is an equity security that certifies the fact of depositing funds into the capital of the issuer, the right to a share of the issuer's property and the right to receive income." /42,page 10/

Signs of the action:

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

Main characteristics of the action:

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

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

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

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

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

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

Shareholders - owners of preferred shares of the company do not have the right to vote at the general meeting of shareholders (unless otherwise provided by the law on joint stock companies or the charter of the company for a specific type of preferred shares). Nevertheless, the owners of preferred shares have advantages over the owners of ordinary shares in the distribution of profits and property in case of liquidation of the company.

The preference shares have a fixed dividend, the amount of which is determined at the time of issue. Settlements with holders of preferred shares are made first of all, before settlements with holders of common shares. In accordance with the law on joint-stock companies, the founders of a company can expand the rights of shareholders - holders of preferred shares, since for different types of preferred shares a different scope of rights is established, a different order of payment of dividends and liquidation value.

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

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

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

Registered shares require a transfer notation on the share certificate blank for transfer to another person. At the same time, the corresponding changes must be made in the accounting book (register) of shareholders. Only after that all the rights of the former shareholder are transferred to the new shareholder.

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

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

in documentary (cash) form;

in non-documentary (non-cash) form.

On the stock market, both shares themselves and their substitutes can be traded. Often a shareholder is issued a substitute for a share - a share certificate. "A certificate of an equity security is a document issued by an issuer and certifying the totality of rights to the number of securities specified in the certificate." / 28, page 65 / The owner of the securities has the right to demand that the issuer fulfill his obligations on the basis of such a certificate.

"A share certificate is a security, which is evidence of the ownership of a person named in it by a certain number of shares of a joint stock company." /28,page 66/ One certificate is issued to the shareholder free of charge after full payment of shares. If a transaction of purchase and sale of shares is made, a transfer inscription is made on the certificate and a new certificate is issued. Each personal certificate has a place where it is indicated when and to whom the share was sold.

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

Let's consider the main types of stocks in more detail.

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

The privileges of holders of preferential shares relate, first, to the procedure for certifying property claims on securities. So, in the event of the termination of the activities of the companies that issued these securities (for example, upon the liquidation of a joint-stock company), funds invested in preferred shares are reimbursed to their holders at par value in a priority order compared to holders of ordinary shares. Secondly, the privilege applies to the procedure for the payment of dividends. For preferred shares, the amount of dividend paid is fixed.

The following characteristic features of preferred shares can be distinguished:

• 1. Preferred shares reflect a co-ownership relationship within their par value.
• 2. Holders of preferred shares are deprived of voting rights, unlike holders of ordinary shares.
• 3. The amount of the dividend paid is fixed for preferred shares. Dividends on preference shares are paid before the payment of dividends on ordinary shares.
• 4. Holders of preferred shares have a pre-emptive right over the holders of ordinary shares to a certain proportion of assets upon liquidation of the issuing company.

Benefits of issuing preferred shares from the perspective of the issuer:

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

failure to pay a fixed dividend on preferred shares does not entail the procedure for automatically declaring the issuer bankrupt.

Preferred shares are intermediate between bonds and ordinary shares. Preferred shares, like bonds, usually pay a fixed income, and this makes preferred shares akin to bonds. But unlike bonds, preferred shares are not the debt of the company that issued them, do not have a maturity and do not create property claims “from the outside,” even in cases where dividends are not paid on them.

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

The second main type of shares is ordinary (common or common) shares.

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

• 1) the owners of an ordinary share have the right to vote at the meeting of shareholders;
• 2) the amount of dividends depends on the results of the work of the joint stock company and is negotiated in advance.

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

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

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

Third, the preemptive right to buy shares of additional issues. This enables the shareholder to retain his share in the ownership of the joint stock company.

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

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

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

If the joint stock company is doing well, then the stock price rises and can increase many times over time. However, it has been noticed that investors give preference to stocks, the rates of which are within certain price ranges, so companies try to prevent the rate from rising above a certain value.

There are several types of share prices:

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

In Russia, a mandatory requirement is to affix the par value on the security blank.

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

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

Dividends on outstanding shares may be paid in accordance with the decision of the shareholders and the charter of the joint-stock company on a quarterly, semi-annual basis or once a year. The source of their payment is the net profit for the current year. Interim dividends are paid by decision of the board of directors of the company, and the amount and form of payment of annual dividends is determined by the decision of the general meeting of shareholders. At the same time, the amount of annual dividends cannot be less than the amount of interim dividends paid and more than the amount of dividends recommended by the board of directors.

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

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

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

The actual amount of dividends for the year is announced by the general meeting of shareholders at the suggestion of the board of directors. No dividends are paid on shares that have been put into circulation or are on the balance sheet of a joint-stock company. Dividends are also not paid until the company has fully complied with the conditions for the mandatory redemption of shares from its shareholders.

The sale of shares in a joint-stock company (JSC) implies the transfer of ownership (and, accordingly, all rights and obligations associated with the ownership of shares) from a shareholder or the JSC itself to another person, a third, until the sale to a person who is not a shareholder or an existing shareholder. A share, like any other property, can be the object of a sale and purchase transaction, taking into account the peculiarities and restrictions imposed by the legislation on joint stock companies and regulations governing the issue and circulation of securities in the form of shares.

The right to sell shares of JSC

Uncertified security, which is a share of any JSC by virtue of par. 2 p. 1 art. 25 of the Law "On JSC" dated 26.12.1995 No. 208-FZ, based on Art. 128 of the Civil Code (hereinafter - Civil Code) is one of the objects of civil rights. Which, in turn, suggests that it can act as an object of civil transactions, including purchase and sale transactions.

As a general rule, clause 1 of Art. 129 of the Civil Code, a share as a type of object of civil rights is free in circulation, which means the possibility of its free sale and transfer of ownership rights to it in other forms, with the exception of restrictions directly established by law. Also, the right to freely alienate the rights to such securities follows from Art. 209 of the Civil Code, which establishes the content of the ownership right itself. So, on the basis of clause 2 of the specified norm, the owner of the shares can freely perform any actions and transactions.

Abs. 4 p. 1 art. 2 of Law 208-FZ, which is the main regulatory documentregulating the issues of transactions for the purchase and sale of shares of JSC, also indicates the inalienability of the right of the holder of securities to alienate their shares. At the same time, the law does not allow restrictions on the execution of this transaction, the exception may apply only to shares of a non-public joint-stock company.

Sale of shares upon establishment of the pre-emptive right to purchase

The right to purchase securities on a priority basis, enshrined in clause 3 of Art. 7 of Law 208-FZ, imposes a corresponding restriction on their sale. At the same time, by virtue of the specified norm, such a right can be provided only in relation to transactions that are of a compensatory nature - the gratuitous transfer of ownership of shares, due to the peculiarities of the transaction, cannot be carried out under the preemptive right.

However (and this is also evidenced by arbitrage practice) situations arise when a gratuitous transaction (for example, a donation) is made in order to circumvent the prohibition on transferring shares into the hands of third parties if the existing shareholders intend to acquire them. At the same time, such transactions on the basis of paragraph 2 of Art. 170 of the Civil Code are feigned, the consequences of a void transaction are applied to them.

The Plenary Session of the Supreme Arbitration Court in its ruling dated November 18, 2003 No. 19 comes to the same conclusion, pointing out in clause 14 that if there is evidence that a gratuitous transaction for the transfer of shares is fake, the existing shareholders may demand the transfer of the buyer's powers under such a transaction.

The exercise of the preemptive right to purchase shares can be carried out subject to the following conditions (clause 3, article 7 of Law 208-FZ):

• the purchase and sale of shares of a non-public JSC is carried out;
• this right is enshrined in the organization's charter;
• this right can only be exercised by acting shareholders or, in cases directly established by the charter, by the company itself.

In order to exercise this right, the seller in accordance with paragraph 4 of Art. 7 of Law 208-FZ is obliged to notify the company of its intention to dispose of shares by sale.

Features of the buyback of shares by the company

One of the options for the sale of shares is their paid alienation by the JSC. Moreover, there are two possible options redemption:

1. The obligation of the company to buy shares on the basis of a legal demand of a shareholder in the cases established by law.
2. A JSC purchases shares on a voluntary basis based on the will of the company's shareholders.

The obligation of the company to make the purchase of shares is enshrined in Art. 75 of Law 208-FZ in the following cases:

• making a decision on the reorganization of the enterprise;
• consent to a transaction, the value of which is more than half of the book value of the company's assets (large);
• approval of changes to the charter, which limited the rights of shareholders;
• changing the status of a company from public to non-public;
• sending an application for delisting (termination of trading in the company's shares on the stock exchange) by decision of the general meeting.

In all these cases a shareholder can demand the buyback only if he voted against the adoption of one of the above decisions or was not present when voting on these issues.

Other cases of purchase by a JSC of its shares are possible on the basis of its expression of will, enshrined in the decision of the meeting. However, such shares (if this is not associated with a decrease in the authorized capital of a JSC) must be sold by it within one year from the date of purchase on the basis of par. 2 p. 3 art. 72 of Law 208-FZ.

Based on paragraph 3 of Art. 74 of Law 208-FZ, the redemption price of shares of a JSC cannot be lower than the market price, but is determined in accordance with the decision of the competent executive body of the company. The market value of shares is determined on the basis of an independent appraisal and is recorded in a report prepared by an expert.

Procedure for the sale of shares by a shareholder

The list of stages of the sale of shares depends on the form in which the JSC operates and what its charter says regarding the rules for the alienation of rights to shares (is it possible to sell shares without the consent of other shareholders, is the seller obliged to first offer to buy its shares to existing shareholders). If it is necessary to respect the rights of other creditors to pre-empt the purchase of shares, their sale should be carried out in compliance with the following steps:

• notification of a non-public company about the intention to sell shares, if such an obligation is provided for by the company's charter;
• notification by the company within 2 days of all shareholders about the intention of one of them to sell shares, indicating the conditions contained in the notification;
• notification by the seller's shareholder of his intention to buy the shares he sells within at least 10 days and no more than 2 months;
• drawing up and signing a sales contract in compliance with the requirements of civil legislation for this category of sales contracts;
• payment of the value of the shares specified in the agreement;
• making changes to the register of shareholders on the basis of the seller's transfer order.

If this procedure is followed, the joint-stock company will have a new shareholder.

Restrictions on the execution of transactions for the purchase and sale of shares

Some restrictions have been established by law, including on the number of shares bought and sold. Among such restrictions are the following:

• if the company, due to the restrictions established by law, cannot acquire all the shares offered for sale by the shareholders after it makes a decision on such a purchase, then it buys shares in the amount permitted by law in proportion to the offers of each shareholder who sent the offer - par. 3 p. 4 art. 72 of Law 208-FZ;
• the company cannot purchase shares (and shares cannot be sold to it) if, after their acquisition, less than 90% of the authorized capital of the JSC is in circulation - para. 2 p. 2 art. 72 of Law 208-FZ;
• the company cannot sell shares for an amount exceeding 10th of the net assets of a joint-stock company, since this prohibition is directly established by clause 5 of Art. 76 of the law 208-FZ;
• A JSC cannot buy shares until the authorized capital is paid in full - para. 2 p. 1 art. 73 of Law 208-FZ;
• shares cannot be sold to a company in the activities of which there are signs of its insolvency - par. 3 p. 1 of Art. 73 of Law 208-FZ.

Outcome

Thus, a shareholder, as a general rule, can freely sell his shares. Only if the charter of a joint-stock company directly establishes a pre-emptive right to purchase, the seller is obliged to notify the company in advance of its intention to sell shares, indicating the terms of their sale. The sale of shares to the company may be carried out at the request of a shareholder (in cases specified by law) or by decision of the general meeting of shareholders. When selling shares, the procedure (steps) established by law and the restrictions in each case must be observed.