Issue of securities. Issue-grade securities: types, forms, characteristics of an issue-grade security The person issuing securities is called

Emission(Latin emissio - release, from emitto - release) release of money and securities into circulation.

The issue of securities is carried out by the issuer. Issuer of securities- is a legal entity (economic entity), state executive body or local government body that issues securities and private individuals who, on their own behalf, bear obligations to the owners of securities to exercise the rights secured by the securities.

The purpose of issuing securities for companies is to attract external sources of financing, therefore, each time, before organizing an issue, the issuer is faced with the task of choosing the most appropriate financial instruments for these purposes. When solving this problem, a wide range of factors are usually considered, including:

• availability of necessary financial products on the market;
• cost, terms and conditions of financing;
• collateral necessary to raise funds;
• timing of the issue;
• a possible change in control of the enterprise depending on which source of financing is chosen.

Borrowed capital on the stock market is attracted by issuing corporate bonds placed among institutional and individual investors. In this case, the issuer undertakes to regularly pay a certain percentage, and at the end of the bond circulation period - also the principal amount of the debt (bond par value). Corporate bonds are debt securities that can be traded on the exchange and over-the-counter markets. The issue of these, as well as other securities, can be carried out with the involvement of financial consultants or investment banks.

Share capital, expressing ownership of a share in the capital of a joint-stock company, is formed by issuing shares in order to mobilize long-term resources necessary for the functioning of the enterprise. First and a necessary condition for a company planning to raise funds by issuing shares, it is the development of a long-term development plan for the company, indicating the areas for using the capital that will be received as a result of the issue of these securities. By purchasing shares, an investor expects to receive a higher return on their investment compared to investing in debt securities (bonds).

There are two forms of subscription: open and closed subscription.

Placement of securities by open subscription (public placement, public issue)– is the placement of securities among an unlimited number of potential investors, legal entities and individuals, the composition of which is unknown in advance. In other words, in this case, securities are offered to everyone, the general public.

Placement of securities through closed subscription (private placement) is the sale of securities to a limited number of persons known in advance.

The main purpose of the prospectus is to be a source of information for potential investors. In accordance with the law, each potential acquirer must be provided with the opportunity to familiarize itself with the prospectus before purchasing securities. Analysis of information about the issuer provides an opportunity for all interested parties to independently and more reasonably assess the investment attractiveness of the issuer's securities and make a decision on their acquisition. In the case of registration of a prospectus for the issue of securities, several stages are added to the issue procedure: preparation of the prospectus, its registration, as well as disclosure of information contained in the prospectus for the issue of securities and in the report on the results of their issue.

When offering securities to the public, the issuer must not only register the prospectus, but also present to the public all the information contained in the prospectus, conduct an audit and publish a balance sheet and profit and loss information, and conduct an advertising campaign.

In case of a closed (private) placement, there is no need to make a public announcement about it, conduct advertising campaign, register and publish a prospectus, except for the cases specified above.

Open joint stock companies can place their shares and bonds either by open or closed subscription. Closed joint stock companies can place shares only by private subscription, and bonds – by both open and private subscription.

After making a decision on the issue, preparing a prospectus and other necessary documents, the issuer submits them to the registration authority for the state registration procedure. The registration authorities in Russia are the Federal Commission for the Securities Market and its regional branches, as well as other government bodies. For example, state registration of shares and bonds of commercial banks is carried out by the Bank of Russia.

The registration authority, if the issuer has complied with all legal requirements, registers the issue of securities. The essence of this procedure is that the obligations of the issuer are officially recorded. The issue is assigned a state registration number, which is entered into a special register. The structure of the registration number and its contents are shown in Fig. 5.1.

Rice. 5.1. Structure of the state registration number of a securities issue

For example, a registration number such as 1-07-00155 - A denotes ordinary shares of the seventh issue of an open joint-stock company, which is assigned a unique individual code - 00155.

It should be noted that the state does not verify the accuracy of the information provided by the issuer, but only certifies that the issuer’s documents and the issue prospectus contain all the necessary information. Responsibility for unreliable information lies with the issuer and the management of the issuing company. However, if the fact of unreliability of information or its distortion is revealed, the registration authority may recognize the issue as dishonest and cancel it. In this case, the issuer, at its own expense, must return all the money to investors and redeem (cancel) the issued securities.

If registration of an emission prospectus is necessary, the registration authority carries out this procedure simultaneously with the state registration of the issue itself, but formally these are two separate registrations. If the issuer subsequently changes the contents of the prospectus, each such change also undergoes a registration procedure.

After state registration of the issue, the issuer receives the right to place securities. True, this is preceded by the following actions of the issuer. If a prospectus has been registered, the issuer is obliged to disclose all information contained in the prospectus to everyone, regardless of the purpose for obtaining such information. You can begin posting papers no earlier than two weeks after the information is disclosed. This was done so that a potential investor, having all the necessary information, could make an informed decision on purchasing securities, because their purchase is always associated with risk. The issuer can only disclose information about the placement price not in advance, but on the day the placement begins.

Securities can be issued in documentary and non-documentary form. In case of a documentary form of issue, the issuer must prepare forms of securities. Only certain companies, the number of which is not very large, which have permission (license) to do so, have the right to print or import forms of securities from abroad. The forms themselves must have a sufficient number of security levels to prevent them from being falsified.

So, the issue is registered, the information is disclosed, the certificates are printed. You can place securities. For the issuer, this stage is very important - after all, it is when the securities are sold that the money from such a sale goes to the issuer’s account. It is not always easy to sell securities (as well as any other product). The issuer can resort to the services of professionals - underwriting of securities, paying for these services.

The placement of securities is carried out at the issue price. Issue price may change during the initial placement of securities depending on the market situation, but the procedure for determining the issue price is necessarily fixed in the prospectus. The issue price of shares cannot be lower than the par value (otherwise the joint stock company will not be able to form its authorized capital), but may be higher than the par value. The difference between the issue price and the nominal price of a share is called share premium and constitutes the company's additional capital.

Bonds can be placed at any price: at par, below or above par. Discount bonds are placed at a price below par, that is, at a discount, at a discount. The amount of the discount will be the investor's income in this case. Interest-bearing bonds, depending on the level of the market interest rate and the coupon yield of the bond, can be placed at a price either lower or higher than the par value. Thus, if the coupon rate is lower than the market return rate, investors will buy such a bond only on the condition that such an investment will bring them income on market conditions, that is, it will provide a return not lower than the market one. And this will become possible only when the sale price of such a bond is below par. If the coupon rate is higher than the market interest rate, such a bond can be sold above its face value, that is, at a premium.

The process of placing securities should last no more than 1 year from the start date of the issue (although, of course, the issuer can place its securities faster), after which the issuer submits a report on the issue of securities to the state registration authority. If the securities do not find demand from investors, the issuer has the right to place a smaller number of securities than were registered. But if the securities are in high demand, the issuer still cannot place more of them than were registered. Only after registration of the report can the issue of securities be considered completed, however, in the case of an issue with registration of a prospectus, the issuer must also disclose all the information contained in the report on the results of the issue of securities.

By the way, this does not limit the issuer’s obligations to disclose information about itself. The legislation establishes a rule according to which an issuer, at least one issue of whose securities (shares, bonds) was accompanied by the registration of a prospectus, is obliged to disclose information about itself in the form of a quarterly report and in the form of publication of messages about significant facts in the issuer’s activities.

Thus, the procedure for issuing equity securities includes the following stages:

• The issuer's decision to place securities;
• The issuer's decision to issue securities
• Preparation of an emission prospectus (in case the state registration of the issue of securities must be accompanied by the registration of their emission prospectus)
• State registration of the issue of securities and, if necessary, registration of the prospectus for the issue of securities
• Production of securities certificates (in case of issue of securities in documentary form) and disclosure of information contained in the securities prospectus (if state registration is accompanied by registration of the securities prospectus)
• Placement of securities
• Registration of a report on the results of the issue of securities
• Disclosure of information contained in the report on the results of the issue of securities in the event that state registration was accompanied by registration of a prospectus for the issue of securities.

Brief conclusions

1. The issue of securities means their release into circulation.

2. Issuers of securities can be legal entities (enterprises, banks) and bodies state power and departments, municipalities, which issue securities on their own behalf and bear obligations on them to the owners of the securities. Some types of securities can also be issued by individuals (for example, bills).

3. The issue of securities is carried out when establishing joint-stock companies, as well as when it is necessary to increase the authorized capital or the need to attract additional financial resources.

4. Executive authorities usually use the issue of securities to cover budget deficits or to solve other significant problems.

5. The sale of securities to their first owners forms the primary securities market.

6. When designing securities and other financial instruments, the issuer sets a goal so that they are mutually beneficial to both the issuer and the investor.

7. The issue of securities is regulated by the legislation of the Russian Federation and consists of several stages

8. The placement of securities can be carried out by open and closed subscription.

9. The issuer may organize the issue and placement of securities independently or engage professional intermediaries - underwriters - for these purposes.

10. An underwriter is a person who undertakes the obligation to organize the issue and place the issuer’s securities

A security is a document certifying, in compliance with the established form and required details, property rights, the exercise or transfer of which is possible only upon presentation. With the transfer of a security, its certified rights are transferred collectively.

The loss of a security makes it impossible to exercise the right expressed in it.

An order security is issued in the name of the acquirer or by “his order.” This means that the rights specified in them can be transferred depending on the endorsement made on paper.

A share is an emission security that secures the rights of its owner to receive part of the profit of the joint-stock company in the form of dividends for participation in the management of the joint-stock company and for part of the property remaining after its liquidation. Joint stock companies can issue ordinary and preferred shares. An ordinary share is a security that gives its owner the right to participate in general meeting shareholders with the right to vote on all issues within its competence, to receive dividends, as well as part of the property of the joint-stock company in the event of its liquidation. Dividends on shares are paid from the company's net profit for the current year. The decision on the payment of annual dividends, their amount and form of payment is made by the general meeting of shareholders on the recommendation of the Board of Directors. Shares are called preferred because holders of these shares have privileges over holders of ordinary shares. The grant of privileges can be seen as compensation on these shares for the fact that their holders do not have voting rights. Preferred shares can be: cumulative (when they are issued, it is provided that the unpaid or incompletely paid dividend on them is accumulated and paid subsequently);

non-cumulative (does not allow the accumulation of unpaid dividends);

convertible and non-convertible (can (cannot) be exchanged for ordinary shares of this company or preferred shares of other types on the terms specified in the company’s charter); profitable (shares with the right to participate) and not participating in the company’s profit in excess of fixed dividends; with deferred dividend; returnable and non-refundable; with a floating exchange rate, etc.

A bond is an emission security that secures the rights of its holder to receive from the issuer within a specified period its nominal value and the percentage of the nominal value or other property equivalent fixed in it. Bonds can be registered or bearer. When issuing registered bonds, the JSC is required to maintain a register of bond owners. If such a bond is lost, the company renews it for a fee. When issuing bearer bonds, the company does not maintain a register of bondholders and their names are not registered by the issuer.

The rights of the owner of a lost bearer bond are restored by the court in the manner established by procedural legislation Russian Federation. According to the method of payment of income, they are distinguished: bonds with fixed income (interest established in advance); floating interest bonds (the income on which varies depending on changes in money market rates); zero coupon bonds (sold at a discount of any depth against the par value and repaid at par at the end of the term). There are also convertible and non-convertible bonds. Convertibles are subject to exchange. They give the owner of a bond the right to exchange them for shares of the same issuer at a certain price and within a specified period, which makes them more attractive to investors. Owners of non-convertible bonds do not have such a right to purchase shares.

A promissory note is a written promissory note of a strictly established form, certifying the unconditional obligation of one party to pay a certain amount of money within a specified period of time to the other party and the right of the latter to demand this payment. Types of bills: commercial - based on a real transaction for the purchase and sale of goods on credit; their issuance entails a deferred payment. Commercial bills are actually transferred against the security of goods and are secured by the funds that come from the sale of goods purchased with the help of the bill; financial - are a direct consequence of a loan agreement, when one party receives a certain amount of money from the other, issuing a bill of exchange in return. In commercial and industrial circulation, financial bills are used by enterprises to replenish working capital; security - used as a means of ensuring timely and accurate fulfillment of an obligation under any other transaction. Commercial bills can be simple or transferable. A promissory note is a simple and unconditional obligation of the drawer to pay a specific amount to the drawer upon maturity. A promissory note is essentially a simple promissory note from the buyer given to the seller in exchange for a good or service.

A bill of exchange (draft) is a written document containing an order from the drawer, addressed to the payer-debtor, to pay money (at a certain time and in a certain place) to the recipient-holder of the bill or, on his order, to another person.

Commercial banks In order to attract additional financial resources, they issue certificates - monetary documents certifying the deposit of funds for a certain time, usually having a fixed interest rate. Certificates are divided into deposit and savings certificates.

The difference between them is that savings certificates are issued to individuals, while deposit certificates are issued to legal entities. Both of them can be registered and bearer. Interest rates on deposit and savings certificates depend on the size and term of the deposit. Funds can be withdrawn early, but the interest on deposits will be reduced.

Certificates cannot be settlement or payment documents. The circulation period of a certificate is determined from the date of its issue until the date when the owner receives the right of claim under this certificate. The maximum period for circulation of depository certificates is 1 year, savings certificates 3 years. If the deadline for receiving a deposit under a certificate is overdue, then the certificate becomes a demand document and the bank is obliged to pay its amount upon the first request of the owner.

Types of government securities located on the Russian stock market: 1) Government short-term bonds (GKOs). The main objective of these securities is to finance the state budget at the lowest possible price. The issuer of GKOs is the Ministry of Finance of the Russian Federation. The Bank of Russia carries out placement, servicing and redemption of bonds.

The issue is made in separate issues for a period of 3, 6, 12 months in paperless form. 2)Treasury obligations (KO). Their occurrence is associated with the growth of state debt to enterprises of various sectors of the economy and forms of ownership. Treasury bonds are issued for a period of one year in paperless form. The term of such securities varies from 50 to 360 days depending on the series. Owners of treasury obligations have the right to carry out the following operations with them: repay accounts payable; pay for goods and services; sell them to legal entities and individuals; perform collateral transactions; exchange for treasury tax exemptions; repay with interest.

3)Domestic foreign currency loan bonds. Domestic foreign currency loan bonds are documentary papers payable to bearer. The issuer of the bonds is the Ministry of Finance of the Russian Federation. These are coupon securities. These securities are traded both in Russia and abroad.

4) Bonds federal loan with variable coupon interest (OFZ). These securities are registered medium-term government securities and provide their owners with the right to receive the par value of the bond upon its redemption and to receive coupon income in the form of interest and the par value of the bond.

Derivatives c.b. 1) Futures transactions. In futures transactions, two participants accept opposing obligations to buy and sell a commodity within a specified period at a price fixed at the time of conclusion: one party sells a commodity at a certain price within a specified period, the other buys a commodity at the same price at the same time. Distinctive features of futures contracts: in the futures market there is no need to have the product that needs to be sold; futures contracts can be traded regardless of whether the stock exists at the time the contract is entered into or not.

Settlement of futures contracts is carried out through the settlement (clearing) chamber of the exchange, when amounts are received that guarantee the fulfillment of obligations by each participant. 2) Option - provides the right to choose to sell or buy a certain amount of goods at a fixed price or at an agreed date or earlier. In accordance with the option agreement, one of its participants writes and sells the option (option seller), i.e. takes a “short position” on the contract. Another participant buys an option and receives the right to buy (sell) at a fixed price a certain amount of goods (from the person who wrote the option), i.e. This counterparty has a “long position” open. 3) Warrant. This security appears along with the issue of underlying securities (corporate preferred shares, bonds) to attract interest in the purchase of these stock values.

This is due to the fact that a warrant gives its owner the right to purchase a security at a predetermined price within a certain time. The purchase price of a security under a warrant is called the warrant exercise price. Sometimes warrants are offered along with the security itself and their value is considered as a whole. The value of these securities is “split” when the warrants, when separated, function independently, acquiring their own value in the securities market. In this case, the value of the security becomes less than the price of the warrant.

ISSUE OF SECURITIES - established by the Law of the Russian Federation “On the Securities Market” of April 22, 1996, the sequence of actions of the issuer for the placement of issue-grade securities. The E.ts.b. procedure, unless otherwise provided by the legislation of the Russian Federation, includes the following stages: a) adoption by the issuer of a decision on the issue of issue-grade securities; b) registration of the issue; c) for the documentary form of issue - production of securities certificates; d) placement of issue-grade securities; e) registration of a report on the results of the issue of issue-grade securities. When registering the prospectus E.c.b. the issue procedure is supplemented by the following stages: a) preparation of a prospectus; b) registration of the E.c.b. prospectus; c) disclosure of all information contained in the prospectus; d) disclosure of all information contained in the report on the results of the issue. The procedure for issuing state and municipal securities, the conditions for their placement and circulation are regulated by federal laws or in the manner established by them. There are open (public) and closed E.c.b.

The yield of securities is the ratio of the annual income of a security to its market price; the rate of return received by the owner of the security.

Let us now move on to a comprehensive analysis of the logic of behavior of an e-entity seeking to constantly maintain the optimal structure of its property, represented by a portfolio of securities. To do this, at the beginning of each period, he changes the structure of his portfolio in such a way as to maximize the increase in its value by the end of the period or, what is the same, to ensure the maximum profitability of the property, which is defined as the ratio of income for the period to the value of the property. The portfolio income consists of dividends and the increase in the value of its assets, so the profitability is determined by the formula

where r is the profitability for the period; d - interest (dividend) paid for the period; Ft, Ft-1 - market rate of the portfolio at the end and beginning of the period, respectively.

An individual’s decision to distribute the total amount of savings between various types securities are affected by four factors:

· profitability of a specific type of security;

· transaction costs associated with converting a security into money;

· degree of risk of obtaining the expected income;

· the individual’s attitude towards risk.

If the securities differed only in profitability, then the portfolio of the subject would contain only one type of security, i.e. the one that has the highest rate of return. It was to this conclusion that the analysis of the demand for money as property, carried out in the previous chapter, led us: while the income on a bond exceeded the expected losses from a decrease in its exchange rate, there were only bonds in the individual’s portfolio; when these losses began to exceed the amount of interest payments, then the individual's property consisted only of money. The homogeneity of the portfolio is due in this case to the fact that, apart from profitability, no other properties of the securities were taken into account.

When transaction costs are also taken into account when determining the optimal portfolio structure, as was the case when studying the demand for money for transactions using the Baumol-Tobin model, then an individual’s portfolio contained both money and bonds at the same time.

Issue (issue) of securities- this is the sequence of actions of the issuer established by law for the placement of issue-grade securities.

The main objectives of the issue are:

• creation of a joint stock company (formation of equity capital);
• raising borrowed capital through the issue of debt securities;
• capital management through additional issues of securities (increasing the issuer's equity capital, reducing the share of borrowed capital in the total capital);
• mobilization of resources for implementation investment projects the issuer, replenishment of its working capital;
• financing investments in productive activities;
• acquisition financing;
• changing the structure of share capital (distribution of shares, primarily voting shares, between groups of shareholders) or overcoming negative trends in this change;
• repayment accounts payable by providing creditors with a portion of the issued securities;
• restructuring of organizations' tax debts.

The procedure for issuing (issue) securities includes the following stages:

1. adoption by the issuer of a decision on the placement of issue-grade securities;
2. approval of the decision on the issue (additional issue) of securities;
3. state registration of the issue (additional issue) of securities;
4. production of securities certificates (for documentary form of issue);
5. placement of securities;
6. state registration of a report on the results of the issue (additional issue) of securities.

The issue of securities is carried out in two forms:

• in the form of a closed (private) placement among a limited circle of investors, i.e. with registration of the issue, but without a public announcement about it;
• in the form of an open (public) placement of securities among a potentially unlimited number of investors, i.e. with registration of the issue and prospectus for the issue of securities, which involves the disclosure of information contained in the report on the results of the issue.

Public placement of securities - placement of securities by open subscription, including placement of securities at auctions of stock exchanges and/or other organizers of trading on the securities market.

Difference open sale from closed is mandatory registration prospectus, disclosure of all information contained in the prospectus and in the report on the results of the issue. As a result, the issue of securities during a public offering is supplemented by the following stages:

• preparation of a prospectus for the issue of securities;
• registration of the prospectus for the issue of issue-grade securities;
• disclosure of all information contained in the prospectus;
• disclosure of all information contained in the report on the results of the issue.

Let's consider the emission procedure step by step. Let us dwell in more detail on each of the stages of issuing equity securities.

The first stage is the issuer making a decision on the placement of issue-grade securities

Decision to issue securities- this is a document containing data sufficient to establish the scope of rights secured by the security. This is a document that must contain:

• full name of the issuer, its location and postal address;
• the date of the decision to place equity securities;
• the name of the authorized body of the issuer that made the decision to place the issue-grade securities;
• date of approval of the decision on the issue (additional issue) of issue-grade securities;
• name of the authorized body of the issuer that approved the decision on the issue (additional issue) of issue-grade securities;
• type, category (type) of issue-grade securities;
• the rights of the owner secured by the issue security;
• conditions for placement of issue-grade securities;
• indication of the number of issue-grade securities in a given issue (additional issue) of issue-grade securities;
• an indication of the total number of issue-grade securities in this issue placed earlier (in the case of placement of an additional issue of issue-grade securities);
• an indication of whether the issue-grade securities are registered or bearer;
• the nominal value of issue-grade securities if the presence of a nominal value is provided for by the legislation of the Russian Federation;
• signature of the person performing the functions of the issuer’s executive body and the issuer’s seal;
• other information provided for by federal securities laws.

A description or sample of a certificate is attached to the decision on the issue (additional issue) of issue-grade securities in documentary form.

The second stage is approval of the decision to issue securities

The decision on the issue (additional issue) of issue-grade securities is approved by the board of directors or other body having the appropriate powers and is documented in a separate protocol.

The document is submitted in original copies to the state securities registration authority. One copy remains with the registration authority, the second is presented to the registrar, the third must be kept by the issuer.

The third stage is the preparation of a securities prospectus

State registration of an issue (additional issue) of issue-grade securities is accompanied by registration of their prospectus in following cases:

• if the number of founders exceeds 500 people or the nominal value of the issue among the founders exceeds 50,000 minimum wages;
• distribution of shares among shareholders;
• conversion of shares;
• open subscription;
• closed subscription if the number of shareholders exceeds 500 people.

The securities prospectus must contain:

1. Brief information about the persons included in the issuer’s management bodies, information about bank accounts, about the auditor, appraiser and financial consultant of the issuer, as well as about other persons who signed the prospectus. Brief information includes:

• indication of persons included in the issuer's management bodies;
• information about the bank accounts of the issuer, information about the auditor (auditors) of the issuer who drew up the conclusion regarding the annual financial statements the issuer for the last three completed financial years or for each completed financial year, if the issuer has been operating for less than three years;
• information about the appraiser and the issuer's consultants.

2. Brief information about the volume, terms, procedure and conditions for the placement of issue-grade securities, which include:

• type, category (type) and form of issued securities;
• the nominal value of each type, category (type), series of issued issue-grade securities (if the presence of a nominal value is provided for by the legislation of the Russian Federation);
• the expected volume of the issue in monetary terms and the number of issue-grade securities expected to be placed;
• price (procedure for determining the price) of placement of issue-grade securities;
• procedure and terms of placement of issue-grade securities;
• procedure and terms of payment for placed issue-grade securities;
• the procedure and conditions for concluding agreements during the placement of equity securities;
• circle of potential purchasers of the issued issue-grade securities;
• procedure for disclosing information on the placement and results of placement of equity securities.

3. Basic information about the financial and economic condition of the issuer and risk factors. This section contains information on the financial and economic condition of the issuer for the last five completed financial years or for each completed financial year if the issuer has been operating for less than five years, as well as for the last completed reporting period. It contains the following information:

• on the indicators of the financial and economic activities of the issuer;
• on the market capitalization of the issuer and its obligations;
• on the purposes of the issue and the directions of use of funds received as a result of the placement of issue-grade securities;
• about the risks arising in connection with the acquisition of issued issue-grade securities.

4. Detailed information about the issuer. It includes information:

• about the history of creation and development of the issuer;
• on the main economic activities of the issuer;
• about plans for the future activities of the issuer;
• on the issuer's participation in industrial, banking and financial groups, holdings, concerns and associations, as well as on the issuer's subsidiaries and dependent business companies;
• on the composition, structure and value of the issuer's fixed assets, including plans for the acquisition, replacement, disposal of fixed assets, as well as information about all facts of encumbrance of the issuer's fixed assets.

5. Information on the financial and economic activities of the issuer. Information about the financial and economic activities of the issuer includes information about financial condition of the issuer and the dynamics of its changes for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, as well as an indication of the reasons and factors that, in the opinion of the issuer’s management bodies, led to such a change, including :

• on the results of the issuer’s financial and economic activities, factors that influenced changes in the amount of revenue from the issuer’s sale of goods, products, works, services and the issuer’s profit (losses) from its core activities, including the impact of inflation, changes in foreign exchange rates, decisions of government bodies, and others economic, financial, political and other factors;
• on the liquidity of the issuer, the size, structure and adequacy of the capital and working capital of the issuer;
• on the policy and expenses of the issuer in the field of scientific and technological development in relation to licenses and patents, new developments and research;
• analysis of development trends in the area of ​​the issuer's core activities.

6. Detailed information about the persons included in the issuer’s management bodies, the issuer’s bodies for control over its financial economic activity, and brief information about the employees (employees) of the issuer. This information includes:

• information about persons included in the issuer’s management bodies, including those who are members of the issuer’s board of directors (supervisory board), members of the issuer’s collegial executive management body; information about the person performing the functions of the sole executive management body of the issuer (including information about the management organization); information about the persons performing the functions of an auditor and/or members of the audit commission of the issuer, as well as information about the nature of any family ties between any of these persons;
• information on the amount of remuneration, benefits and/or compensation for expenses for each management body of the issuer (with the exception of an individual performing the functions of the sole executive body) and the body monitoring its financial and economic activities, which were paid by the issuer for the last completed financial year, as well as information on existing agreements regarding such payments in the current financial year;
• information about the structure and competence of the issuer’s management bodies and bodies monitoring its financial and economic activities;
• data on the number and generalized data on the education and composition of the issuer’s employees (employees), as well as on changes in the number of employees (employees) of the issuer if such a change is significant for the issuer;
• information about any obligations of the issuer to employees (employees) relating to the possibility of their participation in the authorized (share) capital (mutual fund) of the issuer (purchase of shares of the issuer), including any agreements that provide for the issue or granting of options to the employees (employees) of the issuer;
• the size of the participation share of the persons specified in paragraph one of this paragraph in the authorized (share) capital (mutual fund) of the issuer and its subsidiaries and affiliates, the share of ordinary shares of the issuer and its subsidiaries and affiliates owned by these persons, as well as information about the issuer's options and its subsidiaries and affiliates provided to such persons for shares of the issuer.

7. Information about the participants (shareholders) of the issuer and about transactions carried out by the issuer in which there was an interest. They include:

• information on the total number of participants (shareholders) of the issuer;
• information about participants (shareholders) of the issuer owning at least 5% of its authorized (share) capital ( mutual fund) or no less than 5% of its ordinary shares, including the size of the share of the participant (shareholder) of the issuer in its authorized (share) capital (mutual fund), as well as the share of the issuer’s ordinary shares owned by it;
• for participants (shareholders) of the issuer owning at least 5% of its authorized (share) capital (mutual fund) or at least 5% of its ordinary shares, information about their participants (shareholders) owning at least 20% of the authorized (share fund) ) capital (mutual fund) or at least 20% of their ordinary shares, including indicating their share in the authorized (share) capital (mutual fund) of the issuer, as well as the share of ordinary shares of the issuer owned by them;
• information about the share of participation of the state or municipal entity in the authorized (share) capital (mutual fund) of the issuer, the presence of a special right (“golden share”);
• information on restrictions on participation in the authorized (share) capital (mutual fund) of the issuer;
• information on changes in the composition and amount of participation of participants (shareholders) of the issuer, owning at least 5% of its authorized (share) capital (mutual fund) or at least 5% of its ordinary shares, for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years;
• information on interested party transactions completed by the issuer for the last five completed financial years or for each completed financial year if the issuer has been operating for less than five years, as well as for the period before the date of approval of the securities prospectus;
• information on the amount of receivables for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, including a breakdown by debtors, the amount of debt of which is at least 10% of the total amount of receivables, as well as information on accounts receivable to affiliates.

8. The issuer’s financial statements and other financial information, which includes:

• annual financial statements of the issuer for the last three completed financial years or for each completed financial year, if the issuer operates for less than three years, to which is attached the conclusion of the auditor (auditors) in relation to these financial statements;
• quarterly financial statements of the issuer for the last completed reporting quarter;
• consolidated financial statements of the issuer for the last three completed financial years or for each completed financial year;
• information on the total amount of exports, as well as the share of exports in total sales;
• information about significant changes that occurred in the composition of the issuer's property after the end date of the last completed financial year;
• information about the issuer's participation in trials in the event that such participation may significantly affect the financial and economic activities of the issuer.

9. Detailed information on the procedure and conditions for the placement of issue-grade securities. This includes the following information:

• on the placed issue-grade securities, the placement price (the procedure for determining it), the existence of preferential or other rights to purchase the placed issue-grade securities, any restrictions on the acquisition and circulation of the placed issue-grade securities;
• on the dynamics of changes in prices for the issuer's securities if such securities were admitted to circulation by the organizer of trading on the securities market, including the stock exchange;
• about persons providing services for organizing the placement and/or placement of issue-grade securities,
• about the circle of potential purchasers of issue-grade securities;
• on the organizers of trading on the securities market, including on the stock exchanges on which the placement and/or circulation of the issued issue-grade securities is expected;
• on a possible change in the share of shareholders in the authorized capital of the issuer as a result of the placement of issue-grade securities;
• on expenses associated with the issue of securities;
• on the methods and procedure for the return of funds received in payment for placed issue-grade securities in the event that an issue (additional issue) of issue-grade securities is recognized as failed or invalid, as well as in other cases provided for by the legislation of the Russian Federation.

10. Additional information about the issuer and the issue-grade securities placed by it. They include:

• information on the size, structure of the authorized (share) capital (share fund) of the issuer and its changes for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, indicating the decisions of the authorized management bodies of the issuer that were the basis for such change;
• information about each category (type) of the issuer's shares, indicating the rights granted by the shares to their owners, the par value of each share, the number of outstanding shares, the number of additional shares in the process of placement, the number of authorized shares, the number of shares on the issuer's balance sheet, the number of additional shares that may be placed as a result of the conversion of placed issue-grade securities convertible into shares, or as a result of the fulfillment of obligations under the issuer's options;
• information on previous issues of the issuer's securities, with the exception of the issuer's shares;
• information on the structure of the issuer's management bodies and their competence, as well as on the structure of the issuer's bodies for control over its financial and economic activities and their competence;
• information on the procedure for convening and holding a meeting (session) of the issuer's supreme management body;
• information on significant transactions made by the issuer for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, the amount of liabilities for which is at least 10% of the book value of the issuer's assets according to its financial statements for the last completed reporting period;
• information on legislative acts regulating the import and export of capital, which may affect the payment of dividends, interest and other payments to non-residents;
• description of the procedure for taxation of income on the issued and placed issue-grade securities of the issuer;
• information on declared (accrued) and paid dividends on the issuer's shares, as well as on income on the issuer's bonds for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, including the procedure for paying dividends and other income ;
• information about the persons who provided security in the event of the issuer issuing secured bonds, as well as about the conditions for securing the fulfillment of obligations under the issuer's bonds;
• information about the issuer's credit ratings, as well as their changes for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years;
• information about commercial organizations in which the issuer owns at least 5% of the authorized (share) capital (mutual fund) or at least 5% of ordinary shares;
• information on the formation and use of the reserve fund, as well as other funds of the issuer for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years;
• information about organizations that record rights to the issuer's securities;
• other information provided for by the Federal Law “On the Securities Market” or other federal laws.

The securities prospectus of a business company is approved by the board of directors (supervisory board) or the body exercising, in accordance with federal laws, the functions of the board of directors (supervisory board) of this business company.

The prospectus allows the higher financial authority to make a conclusion about the legality of the issue of securities; it protects the interests of investors who receive comprehensive information about the company’s activities.

The fourth stage - state registration of the issue and prospectus of issue-grade securities

State registration of issues (additional issues) of equity securities is the assignment of a state registration number to securities. It is carried out by the federal executive body for the securities market or another registration body determined by federal law on the basis of an application from the issuer.

To register the issue of securities, the issuer submits the following documents to the registration authority:

• application for registration;
• decision to issue securities;
• prospectus (if required);
• copies of constituent documents (when issuing shares to create a joint stock company);
• documents confirming the permission of the authorized executive body to issue securities (if the need for such permission is established by the laws of Russia).

Securities authorized for issue are entered into the state register indicating the type of securities, name and legal address of the issuer, nominal amount of the issue, quantity and face value of securities, registration number and date of registration of securities.

Upon state registration of an issue of issue-grade securities, it is assigned an individual state registration number - a digital (alphabetic, character) code that identifies a specific issue of issue-grade securities.

Upon state registration of each additional issue of issue-grade securities, it is assigned an individual state registration number, consisting of the individual state registration number assigned to the issue of issue-grade securities and the individual number (code) of this additional issue of issue-grade securities. After three months from the date of state registration of the report on the results of the additional issue of equity securities, the individual number (code) of the additional issue is canceled.

The fifth stage is the production of securities certificates

For the documentary form of issue, securities certificates (forms) are produced, which is carried out in accordance with the instructions of the Ministry of Finance of the Russian Federation “On the production and importation of securities forms into the territory of the Russian Federation”. In international practice, a form is used that has six degrees of protection: highly complex graphics of the form frame, hidden microtext, background grid, fluorescent glow of rosettes, image of a complex geometric figure such as a watermark, luminescent glow of the central stripe in ultraviolet rays. The form must contain the mandatory details of the security and meet technological requirements. The production of securities is expensive, therefore, in order to reduce costs, it is allowed to print certificates rather than securities.

Stage six - disclosure of information contained in the prospectus

In the case of an issue requiring registration of a prospectus, the issuer is obliged to provide access to the information contained in the securities prospectus to any persons interested in this, regardless of the purpose of obtaining this information.

In the case of an open subscription, the issuer is obliged to publish a notice of state registration of the issue (additional issue) of issue-grade securities, while indicating the procedure for access of any interested parties to the information contained in the prospectus of chain securities in a printed publication mass media, distributed in a circulation of at least 10 thousand copies.

1. information about the issuer: the amount of the authorized capital, the par value of the security, the amount of balance sheet profit for the year preceding the issue; on the terms and conditions of placement of securities;
2. detailed description security form: dimensions, color, text, decoration, anti-counterfeit measures.

In the case of a closed subscription accompanied by registration of a securities prospectus, the issuer is obliged to publish a notice of state registration of the issue (additional issue) of issue-grade securities, while indicating the procedure for potential owners of issue-grade securities to access the information contained in the securities prospectus in the printed media. information distributed in a circulation of at least 1 thousand copies.

Seventh stage - placement of securities

The placement of issue-grade securities is the alienation of issue-grade securities by the issuer to the first owners through the conclusion of civil transactions.

The issuer has the right to issue securities independently in accordance with current legislation, however, for most of them this procedure is quite complicated. Therefore, many issuers use the help of professional participants in the securities market, who undertake to buy at their own expense: 1) the entire issue of securities at a fixed price for the purpose of further resale to third-party investors; 2) the part of the issue that they under-allocated among third-party investors within the agreed period. Intermediaries may also assume responsibility for selling securities on behalf of the issuer without the obligation to repurchase the unsold portion of the issue.

There are the following methods of placing securities:

• Free transfer of a block of preferred shares to members of the workforce by compiling a name list of holders.
• Subscription to securities, which can be, as noted earlier, open and closed. Open (public) placement is carried out among an unlimited number of investors, closed - among a predetermined number of investors.
• Auction is the acquisition by individuals or legal entities of securities at open auction, when buyers are not required to fulfill any conditions. The auction can be held in the form of a tender and open bidding.
• A commercial competition, unlike an auction, requires buyers to fulfill certain conditions: for example, maintaining the profile of the enterprise, the number of jobs; financing of social facilities; required investment amounts.
• Investment auctions are the sale of blocks of shares in state and municipal enterprises, when the buyer is required to implement investment programs.

The issuer is obliged to complete the placement of issued issue-grade securities no later than one year from the date of state registration of the issue (additional issue) of such securities.

The issuer may place a smaller number of issue-grade securities than specified in the decision on the issue (additional issue) of issue-grade securities. The actual number of placed securities is indicated in the report on the results of the issue submitted for registration. The share of unplaced securities from the number specified in the decision on the issue (additional issue) of issue-grade securities, at which the issue is considered failed, is established by the federal executive body for the securities market.

Eighth stage - registration of a report on the results of the issue of issue-grade securities

No later than 30 days after the completion of the placement of securities, the issuer is obliged to submit a report on the results of the issue of issue-grade securities to the registration authority.

The report on the results of the issue (additional issue) of issue-grade securities must contain the following information:

1) the start and end dates of the placement of securities;

2) the actual placement price of securities (by type of securities within a given issue);

3) the number of placed securities;

4) the total volume of proceeds for the placed securities, including:

• volume Money in rubles contributed as payment for placed securities;
• the volume of foreign currency contributed as payment for placed securities, expressed in the currency of the Russian Federation at the exchange rate of the Central Bank of the Russian Federation at the time of deposit;
• the volume of tangible and intangible assets contributed as payment for placed securities, denominated in the currency of the Russian Federation;
• the total volume of proceeds for placed securities in rubles and foreign currency.

For shares, the report on the results of the issue (additional issue) of issue-grade securities additionally indicates a list of owners owning a block of issue-grade securities, the size of which is determined by the federal executive body for the securities market.

Simultaneously with the report on the results of the issue (additional issue) of issue-grade securities, an application for its registration and documents confirming the issuer’s compliance with the requirements of the legislation of the Russian Federation defining the procedure and conditions for the placement of securities, approval of the report on the results of the issue of securities, and disclosure of information are submitted to the registration authority , and other requirements, compliance with which is necessary when placing securities. An exhaustive list of such documents is determined by regulatory legal acts federal executive body for the securities market.

The registration authority reviews the report on the results of the issue (additional issue) of equity securities within two weeks and, if there are no violations, registers it.
The procedure for issuing state and municipal securities, the conditions for their placement and circulation are regulated by federal laws or in the manner established by them.
The procedure for issuing securities is quite complicated for Russian corporations and has a number of negative aspects. The main one is related to the high costs for the issuer to enter the securities market. This includes a state duty (previously a tax on transactions with securities (which was reduced from 0.8 to 0.2% of the issue amount, but not more than 100,000 rubles)), and additional costs associated with paying for the services of financial consultants and disclosing information about the issuer. The Institute of Financial Consultants, introduced by the Federal Commission for Securities Markets in accordance with the law “On the Securities Market,” as amended, led to the monopolization of the market in the hands of individual professional participants and sharply increased the cost of entry of a Russian corporation into the market.

Favorable completion of the issue procedure means that the securities enter the securities market for their further circulation.

The circulation of securities is the conclusion of civil transactions entailing the transfer of ownership rights to securities. The transfer of rights to securities and the exercise of rights secured by securities are determined by Chapter. 6 of the Law “On the Securities Market”.

The most important point in the circulation of securities is the recording of the transfer of rights to issue-grade securities from one owner to another. The procedure for transferring rights to securities as a result of civil transactions depends on the order of ownership (registered, bearer) and on the form of existence (documentary or uncertificated) of the securities.

The rights of owners to emission securities of a documentary form of issue are certified by certificates (if the certificates are held by the owners) or by certificates and records on securities accounts in depositories (if the certificates are deposited in a depository).

The rights of owners to issue-grade securities of a book-entry form of issue are certified in the register maintenance system - by records on personal accounts with the register holder or, in the case of registration of rights to securities in a depository, by records on “custody” accounts in depositories.

The right to a bearer documentary security passes to the acquirer when:

• when its certificate is with the owner - at the time of transfer of this certificate to the acquirer;
• storage of the certificate and (or) recording of rights in the depository - at the time of making a credit entry to the acquirer’s “depo” account.

The right to a registered uncertificated security passes to the acquirer if his rights to the security are taken into account:

• in the register maintenance system - from the moment of making a credit entry on the personal account of the acquirer;
• at the depositary - from the moment of making a credit entry in the acquirer's securities account.

The rights secured by an issue-grade security pass to their acquirer from the moment the rights to this security are transferred.

The issue and circulation of securities are carried out under strict control by the state. The Ministry of Finance of the Russian Federation maintains the “Unified State Register of Securities” and regularly publishes lists of newly registered securities issues. The list of registration authorities on the territory of the Russian Federation is established by the Federal Commission for the Securities Market. State regulation is carried out by establishing mandatory requirements for the activities of issuers, professional participants in the securities market and its standards; licensing the activities of professional market participants; creating a system for protecting the rights of owners and monitoring compliance with their rights by issuers and professional market participants; prohibition and suppression of illegal activities in the securities market.

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1. The concept of issue-grade securities, the issue procedure

In accordance with Art. 1 Federal Law dated April 22, 1996 No. 39-FZ “On the Securities Market” issue-grade security - any security, including uncertificated paper, which is simultaneously characterized by the following features:
- 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 Federal Law;
- posted in releases;
- has equal volume and terms of exercise of rights within one issue, regardless of the time of acquisition of the security;
- consolidate a set of property and non-property rights that are subject to satisfaction, assignment and unconditional implementation in compliance with the form and procedure established by the current legislation.
The form and procedure for certification, assignment and exercise of rights secured by issue-grade securities are determined by the Federal Law of the Russian Federation “On the Securities Market” and are indicated in the decision on the issue of securities.
Issue-grade securities may be issued in one of the following forms:
- registered securities in a documentary form of issue (registered documentary securities);
- registered uncertificated securities of issue (registered uncertificated securities);
- bearer securities in a documentary form of issue (documentary bearer securities).
The Federal Law “On the Securities Market” provides that in the documentary form of issue-grade securities, the certificate and the decision to issue securities are documents certifying the rights secured by the security. This formulation is incorrect, since the rights of holders must be certified by the securities themselves, and not by securities derived from them - certificates. In addition, it follows from this provision that each security must be accompanied by a decision on its issue. This is unrealistic, and, in our opinion, it is necessary to amend the law to clarify that the documents certifying the rights secured by a security are the corresponding securities containing all the details.
In the non-documentary form of issue-grade securities, the decision to issue securities is a document certifying the rights secured by the security.
The form of securities chosen by the issuer must be clearly defined in its constituent documents and (or) the decision on the issue of securities and the prospectus for the issue of securities.
Failure by the issuer to comply with these requirements is grounds for refusal to register the issue of securities/
When issuing issue-grade securities in documentary form, their owner may be issued one certificate for all securities purchased by him, containing indications of their total quantity, category and nominal value.
A security certificate is a document issued by the issuer and certifying the set of rights to the number of securities specified in it.
The certificate of an issue-grade security must contain the following mandatory details:
- type of securities;
- state registration number of issue-grade securities;
- the issuer’s obligation to ensure the rights of the owner if the owner complies with the requirements of the legislation of the Russian Federation;
- indication of the number of issue-grade securities certified by this certificate;
- indication of the total number of issued securities with this state registration number;
- an indication of whether the issue-grade securities were issued in documentary form with mandatory centralized storage or in documentary form without mandatory centralized storage;
- an indication of whether the issue-grade securities are registered or bearer;
- issuer's seal;
- signatures of the issuer’s managers and the signature of the person who issued the certificate;
- other details provided for by the legislation of the Russian Federation for a specific type of securities.
A mandatory requisite for a certificate of a registered issue-grade security is the name (title) of its owner.
The owner or nominee holder of registered securities issued in documentary form may refuse to receive a certificate.
The fact of issuance or refusal to obtain a certificate must be reflected in the registry system.
One certificate can certify the right to one, several or all issue-grade securities with one state registration number. The total number of issue-grade securities recorded in all certificates issued by the issuer must not exceed the number of securities recorded in the decision on the issue of issue-grade securities.
The issuer, when making a decision on the issue of issue-grade securities in documentary form, may determine that certificates of securities issued by it can be issued to the owners (without mandatory centralized storage) or are subject to mandatory storage in depositories and cannot be issued to all owners (with mandatory centralized storage).
The introduction of mandatory centralized storage of securities for shares of joint-stock companies issued in documentary and uncertificated form is not permitted.
For a documentary form of issue of issue-grade securities without mandatory centralized storage, the issuer may also decide to introduce mandatory centralized storage only if all the securities of the issue were deposited with clients in the depository by the time the decision was made.
Certificates of issue-grade securities without mandatory centralized storage may be transferred for storage to a depository on the basis of a depository agreement.
Issue-grade bearer securities can only be issued in documentary form. Registered issue-grade securities can be issued in both documentary and non-documentary form. The form of issue-grade securities is determined by the issuer. Issue-grade securities with one state registration number are issued in one form. The form of issue-grade securities can be changed by decision of the management body of the issuer that made the decision on the issue, only with the consent of all owners of the securities of this issue and after registration of such a decision with the authorized state body.
Securities issued by foreign issuers are admitted to circulation or initial placement on the securities market of the Russian Federation after registration of the prospectus for the issue of these securities with the Federal Securities Market Commission.
Securities issued by issuers registered in the Russian Federation are allowed for circulation outside the Russian Federation by decision of the Federal Commission for the Securities Market.
Issue-grade securities, the issue of which has not been registered in accordance with the requirements of the Federal Law, are not subject to placement.
The procedure for issuing securities is the sequence of actions of the issuer to place issue-grade securities, established by the Federal Law of the Russian Federation “On the Securities Market” and regulations of the Federal Commission on the Securities Market.
In accordance with Art. 19 Federal Law “On the Securities Market”, the procedure for issuing securities, unless otherwise provided by the legislation of the Russian Federation, includes the following stages:
- adoption by the issuer of a decision on the issue of issue-grade securities;
- registration of the issue of issue-grade securities;
- for the documentary form of issue - production of securities certificates;
- placement of issue-grade securities;
- registration of a report on the results of the issue of equity securities.
When issuing securities, registration of the issue prospectus is carried out when placing issue-grade securities among an unlimited circle of owners or a pre-known circle of owners, the number of which exceeds 500, as well as in the case when the total volume of the issue exceeds 50 thousand minimum wages.
When registering a prospectus for the issue of securities, the issue procedure is supplemented with the following steps:
- preparation of a prospectus for the issue of issue-grade securities;
- registration of the prospectus for the issue of issue-grade securities;
- disclosure of all information contained in the prospectus;
- disclosure of all information contained in the report on the results of the issue.
It is prohibited to issue securities derivatives in relation to issue-grade securities, the results of the issue of which have not been registered.
Let's consider each of the stages of issuing securities.
The decision to issue securities must contain:
- full name of the issuer and its legal address;
- date of the decision to issue securities;
- name of the authorized body of the issuer that made the decision on the issue;
- type of issue-grade securities;
- state registration mark and state registration number of securities;
- owner’s rights secured by one security;
- procedure for placement of issue-grade securities;
- the issuer’s obligation to ensure the rights of the owner, subject to the owner’s compliance with the procedure for exercising these rights established by the legislation of the Russian Federation;
- indication of the number of issue-grade securities in this issue;
- indication of the total number of issued securities with this state registration number and their nominal value;
- indication of the form of securities (documentary or non-documentary, registered or bearer);
- seal of the issuer and signature of the head of the issuer;
- other details provided for by the legislation of the Russian Federation for a specific type of equity securities.
In the case of a documentary form of issue-grade securities, the issuer must additionally provide a description (sample) of the certificate.
The decision on each issue of issue-grade securities must be registered separately.
The issuer does not have the right to change the registered decision on the issue of securities in terms of the scope of rights for one issue-grade security established by this decision.
The decision to issue securities is drawn up in two or three copies, certified by the registration authority. One copy is kept by the registration authority, the second by the issuer, and the third is deposited with the registrar (if there is one). In case of discrepancies in the text between copies of the decision, the text of the document stored in the registration authority is considered true.
Owners of securities have the right to familiarize themselves with decisions on the issue of securities kept by the issuer and registrar.
Federal law prohibits restricting security holders' access to the originals of a registered decision.
An issue-grade security secures property rights to the extent that they are established in the decision on the issue of these securities and in accordance with the legislation of the Russian Federation.
In case of discrepancies between the text of the decision on the issue of securities and the data given in the certificate of the issue security, the owner has the right to demand the exercise of the rights secured by this security to the extent established by the certificate. The issuer is responsible for discrepancies between the data contained in the certificate of an issue-grade security and the data contained in the decision on the issue of securities, in accordance with the legislation of the Russian Federation.
The second stage is registration of the issue of issue-grade securities.
Registration of the issue of securities is carried out by registration authorities, the list of which on the territory of the Russian Federation is established by the Federal Commission for the Securities Market. Depending on the issuer and the total volume of the nominal value of securities of one issue, registration is carried out by the Ministry of Finance of the Russian Federation, the Central Bank of the Russian Federation, the Federal Commission for the Securities Market and its regional branches.
To register the issue of issue-grade securities, the issuer is required to submit the following documents:
- application for registration;
- decision on the issue of issue-grade securities;
- prospectus (if registration of the issue of securities is accompanied by registration of the prospectus);
- copies of constituent documents (when issuing shares to create a joint-stock company);
- documents confirming the permission of the authorized executive body to issue securities (in cases where the need for such permission is established by the legislation of the Russian Federation).
The issuer and officials of the issuer's management bodies, who are charged by the charter and (or) internal documents of the issuer with the responsibility for the completeness and accuracy of the information contained in these documents, are responsible for fulfillment of these obligations in accordance with the legislation of the Russian Federation.
When registering an issue of equity securities, this issue is assigned a state registration number. The procedure for assigning a state registration number is established by the registration authority.
The registration authority is obliged to register the issue of equity securities or make a reasoned decision to refuse registration no later than 30 days from the date of receipt of the documents submitted for registration.
The registration authority has the right to refuse registration of an issue of issue-grade securities. The list of grounds for such a refusal is provided in Art. 21 Federal Law “On the Securities Market” and is exhaustive.
The grounds for refusal to register an issue of issue-grade securities are:
- violation by the issuer of the requirements of the legislation of the Russian Federation on securities, including the presence in the submitted documents of information allowing to draw a conclusion that the conditions for the issue and circulation of issue-grade securities are inconsistent with the legislation of the Russian Federation and the non-compliance of the conditions for the issue of issue-grade securities with the legislation of the Russian Federation on securities;
- non-compliance of the submitted documents and the information contained therein with the requirements of the Federal Law “On the Securities Market”;
- entering into the prospectus or decision on the issue of securities (in other documents that are the basis for registering the issue of securities) false information or information that does not correspond to reality (inaccurate information).
The decision to refuse to register an issue of issue-grade securities and the issue prospectus can be appealed to a court if registration is carried out upon the establishment of a joint-stock company and the founders are individuals, to an arbitration court - if the founders are legal entities or an additional issue of securities is carried out.
After registering the issue of securities, the next stage of the issue procedure is their placement on the securities market.
The number of issued issue-grade securities must not exceed the quantity specified in the constituent documents and prospectuses on the issue of securities.
The issuer may place a smaller number of issue-grade securities than indicated in the prospectus. The actual number of placed securities is indicated in the report on the results of the issue submitted for registration.
At any stage of the issue before the date of registration of the report on the results of the issue of securities, the Federal Securities Market Commission or another registering body may recognize the issue as invalid if the following circumstances exist:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue of securities (including failure by the issuer to disclose information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission; implementation of unfair advertising of securities, violation of the terms of placement of securities established in decision on the issue and (or) prospectus; invalidation in court of decisions of the authorized bodies of the issuer on the placement or issue of securities; absence of a registrar for an issuer with more than 500 owners of registered securities; other violations);



The share of unplaced securities from the number specified in the issue prospectus, at which the issue is considered failed, is established by the Federal Securities Market Commission.
The consequence of declaring the issue invalid is the return to investors of their funds spent on the purchase of securities in the manner established by the Federal Commission for the Securities Market.
The issuer is obliged to complete the placement of issued issue-grade securities after one year from the start date of the issue, unless other terms for the placement of issue-grade securities are established by the legislation of the Russian Federation. It should be noted that the current legislation does not determine what is considered the start date of the issue. In our opinion, such a date should be considered the date the issuer made a decision to issue equity securities, since the adoption of such a decision is the first stage of the issue.
It is prohibited to place securities of a new issue earlier than two weeks after providing all potential owners, that is, persons who can purchase securities, with the opportunity to access information about the issue, which must be disclosed in accordance with the requirements of the Federal Law “On the Securities Market” and resolutions of the Federal Commission for the Securities Market. Information on the placement price of securities may be disclosed on the day the placement of securities begins.
The procedure for disclosing information - ensuring its availability to all interested parties, regardless of the purpose of obtaining this information according to a procedure that guarantees its location and receipt, is determined by Chapter 7 of the Federal Law “On the Securities Market”, the Regulations on the Information Disclosure System on the Securities Market, approved by the Resolution of the Federal Securities Market Commission dated January 9, 1997 No. 2, Regulations on the procedure and scope of information disclosure by open joint-stock companies when placing shares and securities convertible into shares by subscription, approved by the Resolution of the Federal Securities Market Commission dated April 20, 1998 No. 9, Regulations of the Central Bank of July 2, 1998 No. 43-P “On the disclosure of information by the Bank of Russia and credit institutions - participants financial markets”.
An issuer that publicly places issue-grade securities is obliged to disclose information about its securities and its financial and economic activities in the following forms:
1. Preparation of a quarterly securities report. The quarterly report must be accepted by the authorized body of the issuer, submitted to the Federal Securities Market Commission or a state body authorized by it in the form of a brochure, which is provided to all securities holders upon their request, for a fee not exceeding the cost of its production9. The issuer's quarterly report must contain the following data:
- codes assigned by the registration authority to messages about material facts disclosed in the reporting quarter affecting the financial, economic and other activities of the issuer;
- data on the financial and economic activities of the issuer: balance sheet, profit and loss accounts at the end of the reporting quarter;
- facts that resulted in an increase in the issuer’s net profit or losses by more than 20 percent during the reporting quarter compared to the previous quarter;
- data on the formation and use of the issuer’s reserve and other special funds.
A quarterly report is compiled based on the results of each completed quarter no later than 30 calendar days after its end. The quarterly report must be approved by the issuer's authorized body.
2. Report on significant events and actions affecting the financial and economic activities of the issuer. Published by the issuer no later than 5 days from the date of events or actions taken in printed media mass information distributed in circulation accessible to the majority of holders of the issuer's securities.
Messages about material facts affecting the financial and economic activities of the issuer are the following information:
- on changes in the list of persons included in the issuer’s management bodies (with the exception of the general meeting of participants in limited liability companies and the general meeting of shareholders in joint-stock companies);
- on changes in the amount of participation of persons included in the issuer’s management bodies in the authorized capital of the issuer, as well as its subsidiaries and affiliates, and on the participation of these persons in the capital of other legal entities, if they own more than 20 percent of the specified capital;
- on changes in the list of owners (shareholders) of the issuer who own 20 percent or more of the issuer’s authorized capital;
- on changes in the list of legal entities in which the issuer owns 20 percent or more of the authorized capital
- on the reorganization of the issuer, its subsidiaries and dependent companies;
- on accrued and (or) paid income on the issuer’s securities;
- on redemption of securities;
- on issues of securities suspended or declared invalid;
- on the appearance in the issuer’s register of a person owning more than 25 percent of its issue-grade securities of any a separate type.
During a public placement or circulation of an issue of issue-grade securities, it is prohibited to provide an advantage to one potential owner over another in the acquisition of securities. This provision does not apply in the following cases:
1) when issuing government securities;
2) when granting shareholders of joint stock companies the pre-emptive right to purchase a new issue of securities in an amount proportional to the number of shares they own at the time the decision on the issue was made;
3) when the issuer introduces restrictions on the acquisition of securities by non-residents.
The final stage of the issue of securities is the registration of a report on the results of the issue.
No later than 30 days after the completion of the placement of issue-grade securities, the issuer is obliged to submit a report on the results of the issue of issue-grade securities to the registration authority.
The report on the results of the issue of equity securities must contain the following information:
1) the start and end dates of the placement of securities;
2) the actual placement price of securities (by type of securities within a given issue);
3) the number of placed securities;
4) the total volume of proceeds for the placed securities, including:
a) the amount of funds in rubles contributed in payment for the placed securities;
b) the amount of foreign currency contributed in payment for the placed securities, expressed in the currency of the Russian Federation at the exchange rate of the Central Bank of the Russian Federation at the time of deposit;
c) the volume of tangible and intangible assets contributed as payment for placed securities, denominated in the currency of the Russian Federation.
For shares, the report on the results of the issue of issue-grade securities additionally indicates a list of owners who own a block of issue-grade securities, the size of which is determined by the Federal Commission for the Securities Market.
The registration authority reviews the report on the results of the issue of equity securities within two weeks and, in the absence of violations related to the issue of securities, registers it. The registration authority is responsible for the completeness of the report registered by it.
As already noted, the issue procedure is supplemented by four more stages, if the issue, in accordance with current legislation, requires registration of the issue prospectus.
When registering a prospectus, the issuer first of all prepares it. In accordance with Art. 22 Federal Law “On the Securities Market” the prospectus must contain:
- information about the issuer;
- data on the financial position of the issuer (this information is not indicated in the prospectus when creating a joint stock company, with the exception of cases of transformation of legal entities of a different organizational and legal form into it);
- information about the upcoming issue of equity securities.
Issuer information includes:
a) the full and abbreviated name of the issuer or the names of the founders;
b) legal address of the issuer;
c) number and date of the certificate of state registration as a legal entity;
d) information about persons owning at least 5 percent of the issuer’s authorized capital;
e) the structure of the issuer's governing bodies, specified in its constituent documents, including a list of all members of the board of directors, board or management bodies of the issuer performing similar functions at the time of the decision to issue securities, indicating the last name, first name, patronymic, all positions of each of its members currently and over the past five years, as well as shares in the authorized capital of the issuer of those of them who are personally its participants;
f) a list of all legal entities in which the issuer owns more than 5 percent of the authorized capital;
g) a list of all branches and representative offices of the issuer, containing their full names, date and place of registration, legal addresses, surnames, first names, patronymics of their managers.
In the issue prospectus when issuing shares in the process of creating a joint-stock company, with the exception of cases of transformation into it of a legal entity of a different organizational and legal form, only information about the name of the issuer or its founders, information about the state registration certificate and the legal address of the issuer are indicated.
Data on the issuer's financial position include:
- balance sheets (for issuers that are banks, balance sheets for second-order accounts) and reports on financial results the issuer's activities, including a report on the use of profits, in accordance with established forms for the last three completed financial years or for each completed financial year from the date of formation, if this period is less than three years;
- the balance sheet of the issuer (and for issuers that are banks, the balance sheet for secondary accounts) as of the end of the last quarter before the decision to issue securities;
- a report on the formation and use of the reserve fund for the last three years;
- the amount of overdue debt of the issuer to creditors and for payments to the relevant budget as of the date of the decision to issue securities;
- data on the issuer’s authorized capital (the size of the authorized capital, the number of securities and their par value, owners of securities whose share in the authorized capital exceeds the standards established by the antimonopoly legislation of the Russian Federation);
- a report on previous issues of issue-grade securities of the issuer, including the types of issued issue-grade securities, number and date of state registration, name of the registering authority, volume of issue, number of issued issue-grade securities, terms of payment of income, other rights of owners.
Information about the upcoming issue of securities must contain the following information:
- about securities (the form and type of securities, indicating the procedure for storing and recording rights to securities), about the total volume of the issue, about the number of issue-grade securities in the issue;
- on the issue of securities (the date of the decision on the issue, the name of the body that made the decision on the issue, restrictions on potential owners, the place where potential owners can purchase issue-grade securities; when storing certificates of issue-grade securities (or) recording rights to issue-grade securities securities in the depository - name and legal address of the depository);
- on the start and end dates of the placement of issue-grade securities;
- on prices and payment procedures for equity securities purchased by owners;
- about professional participants in the securities market or their associations who are expected to be involved in the placement of the securities issue at the time of registration of the issue prospectus (name, legal address, function performed during the placement of securities);
- on receipt of income on equity securities (the procedure for paying income on equity securities and the methodology for determining the amount of income);
- on the name of the body that registered the issue of issue-grade securities.
The issue prospectus prepared by the issuer must be registered with the registration authority.
The issuer is obliged to provide all interested parties with access to the information contained in the prospectus and publish a notice on the procedure for disclosing information in a periodical printed publication with a circulation of at least 50 thousand copies.
The issuer, as well as professional participants in the securities market who place issue-grade securities, are obliged to provide any potential owners with the opportunity to access the disclosed information before purchasing securities.
In cases where at least one issue of the issuer's securities was accompanied by the registration of a prospectus, the issuer is obliged to disclose information about its securities and its financial and economic activities.
A ban on the issue of securities on grounds of inexpediency is not permitted. Registration of an issue of issue-grade securities may be refused if there are grounds provided for in Article 21 of this Federal Law:
- violation by the issuer of the requirements of the legislation on securities, including the presence in the submitted documents of information that allows one to draw a conclusion that the conditions for the issue and circulation of issue-grade securities are inconsistent with the legislation of the Russian Federation and the non-compliance of the conditions for the issue of issue-grade securities with the legislation of the Russian Federation on securities;
- discrepancy between the submitted documents and the information contained therein with the requirements of the Federal Law “On the Securities Market”;
- entering into the prospectus or decision on the issue of securities (other documents that are the basis for registering the issue of securities) false information or information that does not correspond to reality (inaccurate information).
The issue of issue-grade securities may be suspended or declared invalid. At the same time, the Federal Law “On the Securities Market” and the Resolution of the Federal Securities Commission establish different grounds for such suspension or recognition. The Federal Law “On the Securities Market” indicates that the grounds for suspending an issue and declaring it invalid are the same. The FCSM makes a distinction between these grounds. In our opinion, since the concepts of “suspension of an issue” and “recognizing an issue as failed” are different, the grounds for each of these actions by the registering authority cannot be the same.
Actions that are expressed in violation of the issuance procedure and are the basis for the registration authority to refuse to register the issue of issue-grade securities, to recognize the issue of issue-grade securities as invalid or to suspend the issue of the Federal Law “On the Securities Market” are called unfair issue.
In accordance with the Regulations on the procedure for issuing and recognizing the issue of securities as failed or invalid, approved by Resolution of the Federal Commission for the Securities Market dated 31-12.97 No. 45, the issue of securities may be suspended if the registration authority detects the following violations:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue (including failure by the issuer to disclose information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission;
- carrying out unfair advertising of securities;
- violation of the terms of placement of securities established in the decision on the issue and/or prospectus;

- detection of unreliable information in the documents on the basis of which the issue of securities was registered;
- presence of violations of the procedure for maintaining the register of owners of registered securities, including those resulting in the suspension or revocation of the license of the registrar maintaining the register of owners of registered securities of the relevant issuer;
- in other cases provided for by the legislation of the Russian Federation on securities.
If violations of the established issuance procedure are detected, the registration authority may also suspend the issue until the violations are eliminated within the period for placement of securities. The resumption of the issue is carried out by a special decision of the registering authority.
The issue of securities may be suspended, and the issue of securities may be declared invalid at any stage of the procedure for issuing securities before the date of registration of the report on the results of the issue of these securities.
Before a decision is made to recognize the issue of securities as invalid, in order to conduct an inspection of the issuer or protect the rights of the owners of securities, the issue of securities must be suspended, except for the cases provided for by the Regulations.
Registration bodies whose competence includes state registration of securities issues on the territory of the Russian Federation have the right to suspend the issue, recognize the issue of securities as invalid, and also cancel the issues of securities.
The Federal Commission has the right to suspend the issue and recognize the issue of securities as invalid, the state registration of the issue of which was carried out by another registration authority with notification of this registration authority.
The Federal Commission or other registration body notifies the following about the suspension of the issue of securities: the issuer; underwriter of securities whose issue is suspended; the registrar maintaining the register of owners of registered securities, the issue of which has been suspended; trade organizers.
Notification of the suspension of the issue of securities is carried out no later than the next day after the date of the decision to suspend the issue of securities by telephone, fax, or using other means of electronic communication (preliminary notification), with the obligatory sending of written confirmation no later than 3 days from date of such decision (subsequent notification).
If the suspension is carried out by another registering body, then it is obliged no later than 3 days after the date of the decision to suspend the issue of securities to send a copy of the notification to the Federal Commission.
If the Federal Commission makes a decision to suspend the issue of securities, the Federal Commission is obliged to send a copy of the notification about this to another registration authority no later than 3 days after the date of such decision.
The notice of suspension of the issue of securities must contain the following information:
- name of the body that made the decision to suspend the issue of securities;
- the date of the decision to suspend the issue of securities;
- full name of the issuer of securities, the issue of which is suspended;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities, the issue of which is suspended;
- grounds for suspending the issue of securities;
- a ban on entering into transactions for the placement of these securities, a ban on advertising securities of this issue, a ban on the registrar accepting transfer orders in relation to transactions on the placement of securities, the issue of which has been suspended, as well as carrying out other actions, except for cases provided for by federal laws and legal acts of the Russian Federation, regulations of the Federal Commission.
The Federal Commission or other registration body, no later than 5 days from the date of the decision to suspend the issue of securities, discloses information about the fact of suspension of the issue of securities in the media by publishing a message containing all information similar to the information contained in the notification.
If a decision is made to suspend the issue of securities, the body that made such a decision, after establishing the facts of a violation, sends an order to the issuer to eliminate violations of the legislation of the Russian Federation on securities. The order must contain information similar to the information contained in the notification, as well as an indication of necessary measures and deadlines for eliminating violations.
To clarify all the circumstances that led to the suspension of the issue of securities, the Federal Commission or other registration body has the right to conduct inspections and request the necessary documents and information from the issuer.
An issuer whose issue of securities has been suspended is obliged, within the placement period established in the decision on the issue of securities, or the period established in the order, to eliminate violations and send a report on elimination to the body that made the decision to suspend the issue, as well as to the Federal Commission detected violations.
If violations cannot be eliminated within the placement period established in the decision on the issue of securities, or within the period established in the order, the body that made the decision to suspend the issue may allow the resumption of the issue if there is an obligation on the part of the issuer to eliminate the violation after registration of the report on results of the securities issue. In this case, the issuer is obliged to submit a protocol on eliminating violations, containing the deadlines and responsibilities of the issuer to eliminate violations.
If the issuer fails to fulfill the obligation to eliminate the violations set out in the protocol, the Federal Commission or another registration body may apply to the court to declare the issue invalid.
The issue of securities may be resumed with the written permission of the Federal Commission or other registration authority only upon the results of consideration of the issuer's report on the elimination of violations that led to the suspension of the issue of securities. The specified report is considered no later than 10 days from the date of its receipt.
The Federal Commission or other registration body shall send in writing, no later than 3 days from the date of the decision, a notice of permission to resume the issue of securities to all persons who were notified of the suspension of the issue of securities.
A written notice of permission to resume the issue of securities must contain the following information:
- name of the body that made the decision to resume the issue of securities;
- the date of the decision to resume the issue of securities;
- full name of the issuer of the securities, the issue of which has been resumed;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities, the issue of which has been resumed;
- an indication of the termination of restrictions on transactions for the placement of these securities, on advertising of securities of this issue, a ban on the registrar accepting transfer orders in relation to transactions for the placement of securities, the issue of which has been suspended, as well as taking other actions.
The body that made the decision to resume the issue of securities, no later than 5 days from the date of such decision, publishes information about the fact of the resumption of the issue of securities in the media.
An issue of securities may be declared invalid by the Federal Commission or other registering authority in the following cases:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue of securities (including the issuer’s failure to disclose information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission;
- carrying out unfair advertising of securities, violating the terms of placement of securities established in the decision on the issue and/or prospectus;
- invalidation in court of decisions of the authorized bodies of the issuer on the placement or issue of securities;
- the issuer with more than 500 owners of registered securities does not have a registrar; other violations);
- detection of unreliable information in the documents on the basis of which the issue of securities was registered;
- presence of violations of the procedure for maintaining the register of owners of registered securities, including those resulting in the suspension or revocation of the license of the registrar maintaining the register of owners of registered securities of the relevant issuer;
- failure by the issuer to submit to the registration authority a report on the results of the issue of securities after the expiration of the period for placement of securities;
- refusal of the registration authority to register a report on the results of the issue of securities;
- non-placement of the share provided for by the decision on the issue of securities, in case of non-placement of which their issue is recognized as failed;
- non-placement of at least one security of the issue;
- in other cases provided for by the legislation of the Russian Federation on securities.
An issue of securities may be recognized as failed by the Federal Commission or other registration authority also if the issuer, within the period specified in the order, has not eliminated the violations that were the basis for suspending the issue of securities (and which should have been eliminated within the placement period established in decision to issue securities).
If the Federal Commission makes a decision to recognize the issue of securities as invalid, it is obliged to notify another registering authority about this.
Notification of the recognition of the issue of securities as invalid by the Federal Commission is carried out the next day after such a decision is made by telephone, fax, using other means of electronic communication, with the obligatory sending of written confirmation no later than 3 days from the date of such decision.
The Federal Commission and other registration authority, if necessary in order to protect the rights of securities owners, have the right to recognize the issue of securities as invalid without applying the procedure for suspending the issue of securities.
In accordance with Art. 26 of the Federal Law “On the Securities Market” it is possible to invalidate the issue of issue-grade securities. However, the Federal Law does not define the grounds for such recognition. This gap is filled by Resolution of the Federal Commission for the Securities Market dated December 31, 1997 No. 45, according to which the issue of securities may be declared invalid by a court decision in the following cases:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue of securities;
- detection of unreliable information in the documents on the basis of which the issue of securities was registered;
- in other cases provided for by the legislation of the Russian Federation on securities.
The Federal Securities Market Commission, another registration body, the state tax service body, the prosecutor, as well as others may file a claim to invalidate the issue of securities. government bodies and interested parties in cases and in the manner established by the legislation of the Russian Federation.
The issue of securities may be declared invalid at the request of the Federal Commission in the following cases:
- the issue of securities entailed a significant misrepresentation of the owners of these securities;
- the purposes of issuing securities contradict the fundamentals of law and order and morality;
- in other cases provided for by the legislation of the Russian Federation on securities.
In this case, the Federal Commission has the right to apply to the court with a demand to invalidate the issue of securities, the state registration of which was carried out by another registering authority.
Registration authorities have the right to apply to the court with a demand to invalidate the issues of securities of issuers, the state registration of issues of securities of which falls within their competence.
If a court decision to declare an issue invalid was made at the request of other persons, then upon entry into force of such a decision, the issuer of securities is obliged to notify the Federal Commission and another registration body whose powers include state registration of issues of securities of this issuer, and also send to the specified authorities a copy of the court decision.
Notification of the invalidation of an issue of securities is carried out no later than the next day after the entry into force of such a court decision by telephone, fax, using other means of electronic communication (preliminary notification), with the obligatory sending of written confirmation no later than 3 days from the date entry into force of this decision (subsequent notification).
The notice of declaring the issue of securities invalid must contain the following information:
- full name of the issuer of securities, the issue of securities of which was declared invalid;
- name of the court, date of adoption of the judicial act declaring the issue of securities invalid;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities declared invalid;
- grounds for recognizing the issue of securities as invalid.
The issuer is obliged to publish information about this in the media no later than 5 days from the date of recognition of the issue of securities as invalid.
From the date of entry into force of a court decision declaring the issue of securities invalid, the issuer is prohibited from carrying out transactions with these securities.
The obligation to notify the registrar, underwriters, trade organizers, distributors of advertising for securities, the issue of which is declared invalid, and responsibility for their failure to notify lies with the issuer of these securities.
From the date of receipt of the preliminary notification about the invalidation of the issue of securities, the registrar has no right to accept transfer orders in relation to these securities, as well as carry out other actions, except for cases provided for by federal laws and legal acts of the Russian Federation, regulations of the Federal Commission.
If an issue of issue-grade securities is declared invalid, all securities of this issue must be returned to the issuer, and the funds received by the issuer from the placement of these securities must be returned to the owners. The Federal Commission for the Securities Market, as well as the owners of securities themselves, the issue of which has been declared invalid, have the right to go to court in order to return the funds spent on their acquisition.
All costs associated with recognizing the issue of issue-grade securities as invalid or failed and returning funds to the owners are charged to the issuer.
In the event of a violation resulting in the release of securities into circulation in quantities in excess of those announced in the prospectus, the issuer is obliged to ensure the repurchase and redemption of securities issued in excess of the quantity announced for issue.
If the issuer does not, within two months, ensure the repurchase and redemption of securities issued in excess of the number announced for issue, then the Federal Securities Market Commission has the right to go to court to recover funds received unjustifiably by the issuer. It should be noted that the current legislation does not determine for whose benefit the funds should be recovered in this case. In our opinion, funds should be recovered in favor of the owners of securities issued in excess of the number announced for issue.
When considering issues of unfair emissions, I would like to draw attention to the following. The Federal Law “On the Securities Market” for the first time enshrined the concept of dishonest issue at the legal level. At the same time, this law contains a large number of norms that refer to the regulations of the Federal Commission for the Securities Market.
The huge number of regulations of the Federal Commission for the Securities Market and gaps in the legislation have given rise to many problems, the main of which are different interpretations of the terms used, the same grounds for recognizing the issue of securities as failed and invalid, the unlimited possibility of the registering authority to arbitrarily revise the results of agreements between the issuer and acquirers and civil transactions executed by them, a different circle of persons who have the right to challenge the issue, provided for by the resolution of the Federal Securities Commission and the class of plaintiffs, provided for by law, the need for more precise regulation of the legal grounds for invalidating the issue of securities.

One of the areas of investing capital for the purpose of generating income or making settlements is securities. Some people are very well versed in the variety of securities, while for others this is an unexplored field of activity. You can’t talk about securities and their types in one material, so only them are concentrated here brief descriptions. A more detailed description of the securities with which banks work will be presented by me in separate articles.

So, before talking about the types of securities, let's first give the definition of a security, which is set out in Article 142 of Chapter 7 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation):

Security- this is a document certifying, in compliance with the established form and required details, property rights, the exercise or transfer of which is possible only upon presentation. A security can only appear as a result of an issue. The issue of securities is a sequence of actions by the issuer to place issue-grade securities.

Federal Law No. 39-FZ of April 22, 1996 “On the Securities Market” regulates relations arising during the issue and circulation of issue-grade securities, regardless of the type of issuer, as well as the specifics of the creation and activities of professional participants in the securities market. Depending on who issues the securities, they can be classified as bank securities, government securities, or securities of legal entities. The issue of securities cannot be carried out by individuals, but they can be holders.

Issuer- legal entity or executive authorities or bodies local government, bearing on their behalf obligations to the owners of securities to exercise the rights assigned to them.

Owner- a person to whom securities belong by right of ownership or other proprietary right.

And Article 143 of Chapter 7 of the Civil Code of the Russian Federation lists the main types of securities. The main securities include:

• Government bonds;
• Bonds;
• Bills of exchange;
• Bill of lading;
• Stock;
• Privatization securities and other documents.

Working with most of the securities listed above refers to one of the types of banking services provided to clients, and the principles of banks’ activities in the securities market are enshrined in Article 6 of Federal Law No. 395-1 of December 2, 1990 “On Banks and Banking Activities” .

When working with bank securities, you must always remember that funds invested in securities are not subject to Federal Law No. 177 of December 23, 2003. “On deposit insurance individuals in banks of the Russian Federation", i.e. are not covered by insurance. And in Art. 5 clause 2 of the same law specifically emphasizes that funds placed by individuals in bank deposits payable to bearer, including those certified by savings certificates and (or) savings books payable to bearer, are not subject to insurance.

Most types of securities (documentary), as a rule, are drawn up on standard forms of strict reporting and must contain the mandatory details established by the relevant laws, which include the following:

1. Name of the security;
2. Date of registration of the security (deposit of funds);
3. Full name and location of the legal entity - issuer;
4. Nominal value of the security;
5. Name of the holder (owner), only for registered securities;
6. Deadline for payment (claim) of the amount;
7. Type of return on a security – interest rate, which indicates the interest rate and the amount of interest due; discount; interest-free.
8. Other details depending on the type and purpose of the security.

Securities are divided into:

1. Registered issue-grade securities that carry information about the owners, which must be available to the issuer in the form of a register of owners of securities, the transfer of rights to which and the exercise of the rights assigned to them require mandatory identification of the owner.
2. Issue-grade bearer securities, the transfer of rights to which and the exercise of the rights secured by them do not require identification of the owner.

Now we can give a definition for each type of security, as well as give a brief description of them:

Bonds. Government bonds

Bond- is a security that is a debt obligation issued by a state or enterprise under certain conditions when issued by them internal loan and giving its holder (owner) income in the form of a fixed percentage of its face value. The meaning of the term “bond” is legally enshrined in Part 2 of Art. 816 of the Civil Code of the Russian Federation, and the relationship between the issuer and the bond holder is regulated by Art. 807 – 818 Civil Code of the Russian Federation.

Depending on the issuer, i.e. of the person who issued the security, bonds are distinguished into the following types:

• government bonds, which are issued on the basis of the Law of the Russian Federation of November 13, 1992 “On the State Internal Debt of the Russian Federation”,
• municipal bonds, which are issued on the basis of the Law on general principles local government organizations,
• commercial bonds of legal entities, which are regulated by the Law on Joint Stock Companies.

Bonds can be:

• registered or bearer,
• free circulation or limited circulation,
• with or without security (collateral or otherwise),
• with a one-time repayment period or with repayment in series at certain dates,
• with a fixed or floating coupon rate,
• regular or convertible.

Bills of exchange

Bill of exchange- this is a security that certifies the unconditional monetary debt unilateral obligation of the drawer (bank) to pay a certain amount of money to the holder of the bill (owner of the bill) upon maturity. A bank bill is basically of a deposit nature, and is issued by the issuing bank on the basis of the client depositing a certain amount of funds with the bank. The legislative meaning of the term “bill” is enshrined in Part 2 of Art. 815 of the Civil Code of the Russian Federation. Commercial banks issue bills of exchange of the following types:

• promissory notes, which represent a unilateral, unconditional obligation of the bank to pay a certain amount specified in the bill within a specified period;
• bills of exchange for which payers indicate third parties - debtors or guarantors of the bank.

A bank bill can be registered or drawn out to bearer, and it is drawn up in national or foreign currency. The bills issued by banks also differ in their yield: interest-bearing, discount and interest-free.

The bill is used as:

• instrument of payment;
• collateral and means of payment for lending.

The relationship between the parties to the bill of exchange is regulated by Federal Law No. 48-FZ of March 11, 1997 “On bills of exchange and promissory notes”.

Checks

Check- this is a security containing an unconditional order from the drawer to the bank to pay the amount specified in the check to the check holder. The definition of a check is set out in Article 877 of Chapter 46 of the Civil Code of the Russian Federation and Chapter 7 of the Regulations of the Central Bank No. 2-P dated April 12, 2001. “On non-cash payments in the Russian Federation.”

Checks are of the following types:

• nominal,
• order
• bearer

The drawer of the check is a legal entity that has funds in the bank, which it has the right to dispose of by issuing checks, and the holder of the check is the legal entity in whose favor the check is issued. Only a bank where the drawer has funds that he has the right to dispose of by issuing checks can be indicated as the payer of a check.

The issuance of checks is carried out on the basis of an agreement (check agreement) between the drawer and the payer, according to which the paying bank undertakes to pay the checks if there are funds in the drawer's account.

Savings (deposit) certificates

Savings (deposit) certificate- this is a security certifying the amount of the deposit made to the bank, and the right of the depositor (certificate holder) to receive, upon expiration of the established period, the amount of the deposit and the interest stipulated in the certificate in the bank that issued the certificate or in any branch of this bank. This definition of a savings (deposit) certificate is set out in paragraph 1 of Article 844 of Chapter 44 of the Civil Code of the Russian Federation.

Savings (deposit) certificates are of the following types:

• personalized
• to bearer

A savings (deposit) certificate is used as:

• A special type of deposit with a fixed interest rate, which is established when issuing a security. Payment of interest on a savings certificate is made simultaneously with the redemption of the certificate upon presentation.
• It can be given as a gift or transferred to another person. A savings certificate issued to the bearer is transferred to another person by simple delivery, and a registered certificate is transferred by simple execution of an assignment (assignment of a claim).
• Certificates can be bequeathed to your heirs.
• It can be used as collateral for loans.
• Used to store money while traveling.
• Used as a means of payment between individuals.

In accordance with Federal Law No. 177 - FZ of December 23, 2003 “On insurance of deposits of individuals in banks of the Russian Federation,” deposits certified by savings certificates do not participate in the bank deposit insurance system.

Bearer savings books

Bearer savings book is a security that certifies the deposit of a sum of money into a banking institution and the right of its owner to receive this amount in accordance with the terms of the cash deposit. The bearer savings book is issued in cases where it is provided for by the agreement bank deposit, and only citizens can act as owners of such securities. The procedure for issuing and circulation of a bearer savings book is enshrined in Art. 843 of the Civil Code of the Russian Federation and Chapter 6 of the Law on Banks and Banking Activities.

The transfer of rights to another person, certified by a bearer security, in this case, a bearer savings book, is carried out by simply delivering the security to this person, which is enshrined in Art. 146 clause 1 of the Civil Code of the Russian Federation.

In accordance with Federal Law No. 177 - FZ of December 23, 2003 “On insurance of deposits of individuals in banks of the Russian Federation,” deposits registered with a bearer savings book do not participate in the bank deposit insurance system.

In addition, it is worth noting that transactions involving the placement of funds of certain amounts into deposits with the registration of a bearer savings book are subject to mandatory control in accordance with Federal Law No. 115 of 08/07/2001. “On combating legalization (laundering) of proceeds from crime.”

Bill of lading

Bill of lading- this is a transport document, which is a security that contains the terms of the contract of carriage by sea and expresses ownership of the specific goods specified in it. A bill of lading is a document the holder of which receives the right to dispose of the cargo. The basic rules for the circulation of a bill of lading and its details are enshrined in Art. 123 - 126 of the Merchant Shipping Code.

The bill of lading is issued by the carrier to the sender after acceptance of the cargo and certifies the conclusion of the contract. 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, or without such a condition. Under a bill of lading, the delivery of goods by water is carried out in accordance with the Hague Rules contained in the International Convention for the Unification of Conditions of Bills of Lading of August 25, 1924, unless any other state law applies.
Types of bills of lading:

• Linear bill of lading. Linear bill of lading (linear B/L) is a document that sets out the will of the sender aimed at concluding a contract for the carriage of goods. A line bill of lading defines the relationship between the carrier and a third party - the bona fide holder of the bill of lading. A bill of lading is a receipt issued by the carrier to the sender confirming acceptance of cargo for carriage by sea, as well as a document of title. In this case, the contract for the purchase and sale of goods, as well as other transactions in relation to the goods, are carried out through a bill of lading without the physical transfer of the goods themselves.


• Charter bill of lading. A charter bill of lading (charter B/L) is a document issued to confirm acceptance of cargo transported under a charter. A charter is a charter agreement, i.e. an agreement to hire a vessel for a voyage or for a specified period of time. The charter bill of lading does not serve as a document for the execution of a contract of sea transportation, since in this case a separate contract for the charter of the vessel is concluded in the form of a charter. The charter bill of lading defines the relationship between the carrier and the third party - the bona fide holder of the bill of lading. A bill of lading is a receipt issued by the carrier to the sender confirming acceptance of cargo for carriage by sea, as well as a document of title. In this case, the contract for the purchase and sale of goods, as well as other transactions in relation to the goods, are carried out through a bill of lading without the physical transfer of the goods themselves.


• Shore bill of lading. Coastal bill of lading (custody B/L) is a document that is issued to confirm the acceptance of cargo from the sender on shore, usually at the carrier's warehouse. When cargo is accepted on board a ship for which a shore bill of lading has been issued, a note is made in it about the loading of the goods on the ship and the date of loading and other marks are indicated. Sometimes, when cargo is accepted on board a ship, the shore bill of lading is replaced by an onboard bill of lading.


• On-board bill of lading. On board B/L is a document issued when goods are loaded onto a ship.

The bill of lading, like a security document, must contain certain mandatory details and information about the cargo. Their absence deprives the bill of lading of the functions of a document of title, and it ceases to be a security. The bill of lading is issued in several copies, one of which is handed over to the shipper. When the cargo is released according to one of the copies of the bill of lading, all other copies become invalid.

The consignee is identified in the bill of lading in three ways. Depending on this, bills of lading differ in:

• Personal bill of lading(straight B/L) - a security that indicates the name of a specific recipient.


• Order bill of lading(order B/L) - a security for which the cargo is issued either by order of the sender or recipient, or by order of the bank. An order bill of lading is the most common in maritime transport practice.


• Bill of lading to bearer(bearer B/L) - a document indicating that it is issued to bearer, i.e. it does not contain any specific information regarding the person entitled to receive the goods, and therefore the goods at the port of destination must be released to any person presenting them.

Stock

Promotion is a security issued by a joint-stock company and securing the rights of its owner (shareholder) to receive part of the profit of the joint-stock company (JSC) 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.

Today the largest shares Russian companies and banks are perhaps one of the most profitable assets that can be available to a private investor.

All shares issued by any Joint Stock Company are registered. As a rule, shares are divided into two groups:

• Ordinary shares. Owners of ordinary shares of a joint stock company can, in accordance with the Federal Law and the charter of the company, participate in the general meeting of shareholders with the right to vote on all issues within its competence, and also have the right to receive dividends, and in the event of liquidation of the company, the right to receive part of its property


• Preference shares(one or more types). Owners of preferred shares do not have the right to vote at the general meeting of shareholders, unless otherwise established by this Federal Law.

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 par value of the issued preferred shares must not exceed 25 percent of the authorized capital of the company.

The size of the dividend and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares of each type must be determined in the company's charter. The dividend amount and liquidation value are determined in a fixed monetary amount or as a percentage of the par value of preferred shares. The size of the dividend and the liquidation value of preferred shares are also considered determined if the charter of the company establishes the procedure for their determination.

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 types and procedure for issuing shares, the procedure for creating and operating Joint Stock Companies, and protecting the rights and interests of shareholders are ensured by the Civil Code of the Russian Federation and the Federal Law of the Russian Federation “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (as amended).

The latest changes and additions were made on December 12, 2010.