An issuance security is a document for the exercise of rights, issued serially. Equity and non-equity securities: concept, types, features Main properties of equity securities

A security is a special document that certifies the rights of its owner.

Stock market instruments are divided into emission and non-issue. Emissions include any securities, which can be characterized simultaneously by several features:

• Approve property and non-property rights subject to certification, assignment and exercise;
• Placed in issues (issue - a set of securities of one issuer);
• They have identical terms and scope of rights within the same issue.

All emissive securities can be conditionally divided into two types:

• nominal;
• to the bearer.

Information about those who have issuance papers is known only to the issuer - they are in the relevant lists (registers). Property documents to the bearer do not require the certificate of the owner.

When documents are stored in non-documentary form, their owners of securities can be found out from the register or from a special account entry. Certificates are presented in documentary form (or by account entry).

Equity securities include many types of instruments.

Thus, a share is a special issuance security that establishes the rights of its owner to receive part of the profit of a joint-stock company (dividends), as well as to take part in the management of the company and part of the property that remains after its liquidation; it is a named instrument.

A bond is a debt paper that certifies the right of its holder to receive from the person who issued the bond, within the prescribed period, to receive a value equal to its equivalent, as well as the percentage of the specified value of the security established in it.

An option is a type of equity securities, a document that establishes the right of the owner to buy in due date or upon the occurrence of the indicated circumstances or to receive a certain number of shares of the option issuer at the price indicated in this security. This is a registered security, and the placement price of shares to fulfill the requirements for options is formed based on the price specified in the option.

Non-equity securities include a check, a bill of exchange, savings certificates, mortgage certificates, etc.

Public circulation of issuance securities - making transactions on them based on the results of trading on stock exchanges, other trading organizations, that is, an offer financial resources a huge number of investors.

News

Securities and their types

To the appeal to stock market The following types of securities are allowed in Russia: government bonds, bonds, promissory notes, checks. certificates of deposit and savings, bank savings book to bearer, single and double warehouse certificate (and each part thereof), bill of lading, shares and privatization securities, housing certificates.

Option Certificate is also security, since the provision on the option certificate, its application and approval of the standards for the issue of option certificates and their prospectuses is legally fixed. Thus, to circulation on the territory Russian Federation derivative securities were allowed - option certificates.

Let's characterize each type of securities.

Company shares

The share is a security fixing the rights of its owner - shareholder to:

• receiving part of the profit of the joint-stock company in the form of dividends,
• participation in the management of a joint-stock company,
• part of the property remaining after its liquidation. The share form must contain the following details,
• corporate name of the joint-stock company and its location,
• the name of the foam paper - "Share", its serial number, the date of issue, the type of share - ordinary or preferred - and its nominal value, the name of the holder,
• the size authorized capital joint-stock company to the laziness of the issue of shares, as well as the number of shares issued, the period of payment of dividends. signature of the chairman of the board of the joint-stock company, place of seal, enterprise - manufacturer of forms of securities.

Bonds - debt obligations

The bond is a security giving its holder the right to receive:

• from the issuer of the bond - the amount of the principal debt (par value) paid upon redemption in cash or other property equivalent,
• fixed income in the form of interest accrued to the face value of the bond.

  The details of the bond forms are as follows,

• the company name of the issuer and its location,
• name of the security - "Bond",
• name (name) of the holder, serial number and face value,
• date of issue, type of bond (mortgage bond, unsecured bond, convertible bond).

  total issue amount

• interest rate, conditions and procedure for paying interest, conditions and procedure for repayment,
• place of printing, enterprise - manufacturer of forms of securities.

Bond issue can be carried out by the state and legal entities that have the appropriate organizational and legal status. Based on this, bonds acquire the name of government bonds or corporate securities.

Shares and bonds, while having similarities as securities, have distinctive features. If the shares give the right to the owners to receive dividends, property shares in the liquidation of joint-stock companies. participation in management, then the bonds do not give such rights to the owners. Their opportunities relate only to obtaining the principal amount of the debt when bonds are redeemed and interest. The owner of the bonds is not entitled to present any property rights, and even more so claims to participate in the board of the joint-stock company.

Shares and bonds are equity securities. A certificate may be issued for emissive securities.

Security certificate

Security certificate(from Latin certifico - I certify) - a document certifying the totality of rights to a certain number of securities.

Issuable security certificate- a document issued by an issuer and certifying the totality of rights to the number of securities indicated in it. At the same time, the owner of the securities has the right to require the issuer to fulfill its obligations on the basis of such a certificate. The issue of a certificate can be carried out both in documentary and non-documentary form.

In the documentary form of emissive securities, the certificate and the decision to issue securities are documents certifying the rights secured by the security. In the non-documentary form of emissive securities, the decision to issue securities is a document certifying the rights secured security.

Issuable security generally secures property rights to the extent that they are established in the decision to issue these securities, and in accordance with the legislation of the Russian Federation.

The issuance security certificate has the following characteristic details:

• full name of the issuer and its legal address; type of securities;
• state registration number of issue-grade securities: procedure for placement of issue-grade securities;
• the obligation of the issuer to ensure the rights of the owner, provided that he complies with the requirements of the legislation of the Russian Federation;
• an indication of the number of issue-grade securities certified by this certificate: an indication of the total number of issued issue-grade securities with the given state registration number;
• an indication of that. whether issue-grade securities were issued in paper form with mandatory centralized custody or in paper form without mandatory centralized custody;
• an indication of that. whether issuance 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.

The obligatory requisite of a certificate of a registered emissive security is the name or denomination of its owner.

bill of exchange

bill of exchange- this is a document drawn up in the form prescribed by law and containing an unconditional abstract monetary obligation. A promissory note is a type of "credit money".

Distinguish between a promissory note and a bill of exchange.

Simple bill- an unconditional obligation of the drawer to pay a certain amount of money to the holder of the bill upon maturity.

bill of exchange- a written order of the drawer (drawer) addressed to the payer (drawee) on the payment of the amount of money specified in the bill to the holder of the bill (payer).

The drawee becomes a debtor under the bill only after he accepts the bill, i.e. agree to its payment by putting his signature on it. Only then can we talk about it. that the bill has been accepted.

Details of the promissory note:

• name "Promissory note" (bills mark)
• offer (obligation) to pay a certain amount
• name of the payer
• indication of the payment term
• place of payment
• name of the person to whom) or by order of whom the payment is to be made
• date and place of drawing up the bill
• drawer's signature.

Check

The check refers to securities and contains an unconditional order of the drawer of the check to the bank to pay the amount specified in it to the holder of the check. Thus, the check, by the nature of the functions performed, resembles a bill of exchange, in which the bank acts as a drawee.

The form of the check has the details peculiar to it:

• name "Check" - an instruction to the payer to pay the specified sum of money
• name of the payer and account number
• payment currency indication
• date and place of compilation
• signature of the drawer.

Securities of credit organizations

Deposit certificate- a written certificate of the bank on the deposit Money. certifying the right of the depositor to receive after the expiration of the established period the amount of the deposit (deposit) and interest on it. It can only be issued to an organization that is a legal entity registered on the territory of the Russian Federation.

savings certificate- a written certificate of the bank on the deposit of funds, certifying the right of the depositor to receive after the expiration of the established period the amount of the deposit (deposit) and interest on it. It can only be issued to a citizen of the Russian Federation.

Thus, deposit and savings certificates are very similar to each other, differing only in the status of the owner. So. Only a legal entity can be the owner of a certificate of deposit, and only an individual can be the owner of a savings certificate.

Combine them and details, which include the following characteristics:

• name "Deposit" or "Savings" certificate
• indication of the reason for issuance
• date of deposit (deposit)
• the amount of the deposit (deposit)
• unconditional obligation to return the amount of the deposit (deposit)
• demand date
• interest rate
• amount of interest due
• name and address of the issuing bank
• signatures of two persons on behalf of the issuer, seal of the issuer
• name of the recipient (for a personalized certificate).

Warehouse receipts

Warehouse certificate is a document confirming the conclusion of a storage agreement and acceptance of the goods for storage, and the holder of the certificate acquires the right to dispose of the goods at the time when the goods are in storage.

Double Warehouse Certificate is a security consisting of two parts: a warehouse certificate and a pledge certificate (warrant). These parts, being separated from each other, are independent securities.

The specificity of such securities as warehouse receipts is not only in their peculiar form, but also in the details, which include:

• name and location of the warehouse
• current registry certificate number
• name and location of the goods owner
• name, quantity, measure of goods
• shelf life
• the amount of remuneration and the procedure for its payment
• date of issue of the certificate
• signature and seal of the warehouse.

Bill of lading

Bill of lading- this is foam paper, a kind of document of title, gives its holder the right to dispose of the goods. A bill of lading (from French - connaissement) is a document containing the terms of a contract for the carriage of goods by sea.

Decree of the Central Executive Committee and Council of People's Commissars of the USSR of May 28, 1926, which approved the Regulations on Sea Transportation. introduced maritime shipping documents. The following types of bills of lading have been introduced into practice: a bill of lading drawn up in the name of a specific recipient, and a bearer bill of lading. All types of bills of lading, except for a bearer bill of lading, are warrant papers.

Bill of lading specificity is inherent, which is associated with the conditions for its creation as a document and the order of circulation. The essence of the matter boils down to the fact that goods on the way are served with this foam paper.

Therefore, along with the Civil Code of the Russian Federation, the Code of Merchant Shipping and the Uniform Rules and Customs for Documentary Letters of Credit are used as normative acts. Legalized by these documents bills of lading as securities and describes the rules for their maintenance and handling.

The details of a bill of lading as a security include:

• name of the carrier, his signature and seal:
• vessel name:
• loading/unloading port:
• an indication of that. that the document consists of a single original:
• a link to a document containing the conditions for the carriage of goods.

Warehouse receipts and bills of lading have not yet addressed in Russian stock market as independent financial instruments. Although they have been offered for several years as a basis for building various financial and commodity schemes (for example, for trading in gold, precious metals, etc.).

Bearer bank savings books

Bearer bank savings book issued by a bank, according to Russian law, is also a security certifying the right of its owner to receive a deposit and interest on it. Its details are:

• name and location of the bank
• deposit account number
• all amounts credited to the account
• all amounts debited from the account
• account balance at the time of presenting the bank savings book to the bank.

Privatization securities - vouchers

Privatization securities also refer to securities confirming the right of their owner to a part of the privatized state property. The most famous and so far the only example of privatization foam papers are privatization checks (vouchers).

Housing certificates - securities

Housing certificates are securities with an indexed nominal value depending on the cost per unit area of ​​housing. The nominal value of housing certificates is presented in units of the total area of ​​housing and in its monetary terms.

This is the unusual nature of these securities, which have the following details:

• name - "Housing certificate"
• date and number of state registration
• certificate validity period
• date of acquisition by the first owner
• the size of the total cost of housing per one certificate
• total volume of issue of certificates of this series
• yen acquisition by the first owner
• nominal value indexation scheme
• preconditions for concluding a future contract for the sale of housing
• the procedure for agreeing on additional and final terms of a future contract for the sale of housing
• conditions that give the right to conclude a contract for the purchase of housing
• full name of the issuer, his signature, seal
• full name of the owner of the certificate
• full name of the bank controlling intended use attracted funds.

Mortgage - a new type of securities

The mortgage is a registered security certifying the following rights of its rightful owner:

• the right to receive performance under a monetary obligation secured by a property mortgage. specified in the mortgage agreement, without providing other evidence of the existence of this obligation
• the right to pledge the property specified in the mortgage agreement.

Persons liable under the mortgage are the debtor under the obligation secured by mortgage and the pledgor.

The pledge must contain:

• the word "mortgage" included in the title of the document,
• the name of the pledgor and indication of his place of residence or his name and indication of the location, if the pledgor is a legal entity,
• the name of the original pledgee and indication of his place of residence or his name and indication of the location, if the pledgee is a legal entity,
• the name of the original pledgee and indication of his place of residence or his name and indication of the location, if the pledgee is a legal entity,
• the name of the loan agreement or other monetary obligation, the fulfillment of which is secured by a mortgage, indicating the date and place of conclusion of such an agreement or the grounds for the occurrence of an obligation secured by a mortgage,
• the name of the debtor under a mortgage-secured obligation, if the debtor is not a pledgor, and an indication of the place of residence of the debtor or his name and location, if the debtor is a legal entity,
• an indication of the amount of the obligation secured by the mortgage and the amount of interest, if they are payable under this obligation, or conditions that allow at the appropriate time to determine this amount and interest,
• an indication of the deadline for payment of the amount of the obligation secured by the mortgage, and if this amount is payable in installments, the timing (frequency) of the relevant payments and the amount of each of them, or the conditions that allow determining these terms and amounts of payments (debt repayment plan),
• the name and description sufficient for identification of the property on which the mortgage is established, and an indication of the location of such property,
• monetary value of the property on which the mortgage is established,
• the name of the right by virtue of which the property that is the subject of the mortgage belongs to the pledgor, and the body that registered this right, indicating the number, date and place of state registration, and if the subject of the mortgage is the leasehold right belonging to the pledgor - the exact name of the property that is the subject of the lease, and the duration of this right,
• an indication of that. that the property that is the subject of a mortgage is encumbered with the right of life use, lease, easement, other right or is not encumbered with any of the rights of third parties subject to state registration at the time of state registration of the mortgage,
• the signature of the pledgor, and if he is a third party, also of the debtor under the obligation secured by mortgage,
• information about the time and place of notarization of the mortgage agreement, as well as information about the state registration of the mortgage,
• indication of the date of issuance of the mortgage bond to the original mortgagee.

Option certificates - derivative securities

Option Certificate is a derivative registered equity security.

which secures the right of its owner to purchase (option certificate to buy) or sell (option certificate to sell) securities that constitute the underlying asset of option certificates.

The option certificate must contain the following mandatory details:

• full corporate name of the issuer and its location
• name "Option certificate to buy" or "Option certificate to sell"
• state registration number of option certificates
• serial number of the option certificate
• procedure for placement of option certificates (date of commencement and end date of placement of option certificates), method of placement (open or closed subscription), price (premium) for placement of option certificates or method of its determination, procedure and term for payment of option certificates
• the nominal value of the option certificate
• type (category and type), quantity, date and number of state registration of securities subject to purchase or sale under an option certificate (underlying asset), indicating the body of state registration of these securities
• the purchase or sale price of the securities specified in the option certificate (strike price)
• term of the option certificate
• the obligation of the issuer to ensure the rights of the owner if the owner complies with the requirements of the legislation of the Russian Federation
• an indication of the number of option certificates certified by this certificate
• indication of the total number of option certificates with this state registration number
• an indication of that. whether option certificates are issued in paper form with mandatory centralized storage or in paper form without mandatory centralized storage
• full company name (last name, first name and patronymic) of the holder of the option certificate
• the seal of the issuer of the option certificate and the signature of the sole executive body of the issuer of the option certificate and the person who issued the certificate.

The absence of any of the details makes the option certificate invalid. It should be noted that this rule fully applies to other securities.

The rules of law on equity securities are contained in various regulations and, above all, in the Civil Code of the Russian Federation, as well as in the Federal Law "On Joint-Stock Companies", the Federal Law "On the Securities Market", the Federal Law "On Mortgage Securities", and also in numerous by-laws Federal Service on financial markets RF (hereinafter referred to as the RF FFMS).

The most widespread in practice are issuance securities, which reflect debt financing and financing through participation in fixed capital, the purpose of which is “receipt of funds and other property in ownership for conducting core commercial activities”.

The main characteristic of emissive securities is that they are placed in mass order (issues) and provide their owners with an equal amount of rights, have uniform terms exercise of these rights, i.e. issuance securities do not have individual characteristics, but are characterized by generic characteristics. This is their essential difference from non-emission, which are individually defined. Since equity securities are placed among a fairly wide range of investors and public interests are affected, their issues are subject to mandatory state registration with authorized bodies, which is not typical for non-equity securities.

In accordance with Art. 2 of the Federal Law “On the Securities Market”, an issuance security is any security, including non-documentary, which is simultaneously characterized by the following features:

- fixes the totality of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the forms and procedures established by law;

- placed by issues;

— has an equal volume and terms of exercising rights within one issue, regardless of the time of purchase of the security.

In the legal literature, such securities are sometimes called investment securities, thereby emphasizing the economic purpose of this type of securities (according to this classification, securities, in addition to investment ones, can also be trading and disposable).

The content of the equity security, i.e. the totality of property and non-property rights fixed in it (non-property rights, together with property rights, can only be fixed in issuance securities), is contained in the decision to issue securities. Ownership of equity securities is recorded either in the register of securities holders or on a depositary account, depending on where the rights to equity securities are recorded. Thus, it is typical for registered emissive securities that the content of the rights certified by them and their ownership are reflected in various documents, while in a traditional documentary security these data are necessarily contained in one document - the security itself. Therefore, for emissive securities there is no need to establish strict rules for their form, which is typical for documentary securities. It is impossible to counterfeit an emissive security, in the sense as it is understood in relation to documentary securities.

Art. 18 of the Federal Law "On the Securities Market" establishes that in the case of a documentary form of emissive securities, a certificate and a decision to issue securities are documents certifying the rights secured by a security. A non-documentary issuance security is an object of a special property right, expressed through a legal fiction - an abstract document (i.e. expressed in a non-documentary form), the legal nature of which is not distorted by a similar form of expression, depending on the type of securities, an object that provides the corresponding subject of rights property and non-property rights. A non-documentary security can only be an issuance security. This definition made it possible to derive the essence of a security, i.e. in itself is an objective understanding of a security as a single set of property and liability rights.

Publication date: 2015-02-03; Read: 436 | Page copyright infringement

Studopedia.org - Studopedia.Org - 2014-2018. (0.001 s) ...

the concept and main legal features of emissive securities. The concept of the issue of securities, the significance of the complex legal composition of transactions for their placement

An issue is the successive actions of an issuer to issue and place a series of securities.

Equity securities are those securities that are placed serially and have equal volumes and terms for the exercise of rights within one issue, regardless of the time of purchase of these securities.

These are any securities, they may also include non-documentary securities, which are simultaneously characterized by the following features:

1) collectively establish property and non-property rights subject to certification and mandatory exercise of these rights subject to the form and procedure established by the Federal Law "On the Securities Market";

2) are placed in issues;

3) within one issue, have equal terms and volumes of exercise of rights, regardless of the time of acquisition of securities. These include stocks and bonds.

Shares are always emissive securities; bonds can be both issue and non-issue (in cases of a single issue). Promissory notes are non-emission securities (an exception is serially issued financial bills).

The existence of emissive securities can be bearer and registered, in documentary and non-documentary form.

Requirement for a standard placement of issue-grade securities;

1) decision on further placement of securities;

2) approval of the decision on the issue of securities;

3) state registration of the issue of securities;

The term "securities" means documentation, which was registered solely on demand, in accordance with the established current legislation of the Russian Federation.

They fully confirm the rights of a property or other nature, the provision of which is allowed only after the provision of the relevant document.

Securities may be recognized as invalid only if they do not include certain mandatory details, namely:

• all necessary information regarding the release form;
• denominations;
• rights that must be granted to their holders;
• accessories (are domestic or foreign);
• details of issuers;
• various signatures, stamps, addresses and other information regarding service establishments, and so on.

Rights of securities owners can be confirmed during their presentation.

Classification

Mandatory are subject to classification:

1. Directly in terms of lifetime. Today, they can be short-term, without an expiration date, long-term, and so on.
2. By form. A paper or non-documentary form is implied.
3. Directly by territorial affiliation.
4. Transfer rules.
5. By manufacturing.
6. Upon registration. This refers to those that are subject to mandatory registration, and not.
7. By type (meaning government or commercial paper).
8. For what purpose are they used (distinguish between investment papers and non-investment papers).
9. In terms of risk.
10. In terms of profit - without income and profitable.
11. Directly at face value and other various signs.

The list of securities may include:

• stock;
• bills;
• certificates of banking institutions (depository, savings, trust, and so on);
• various bonds;
• checks and so on.

As for non-documentary papers, they are made using special computer technology and do not contain paper.

It is worth noting that they are subject to the same rules as directly to documentary ones. Ownership of such papers must be confirmed by the registrars who maintain the relevant register.

In addition, it is necessary to pay attention to the fact that securities are characterized by such basic parameters, how:

• level of liquidity (possibility of early realization);
• risk indicators (what is the probability of the issuer's bankruptcy);
• profit level (frequency of profit paid by the direct issuer);
• negotiability;
• standard;
• market indicators;
• documentation;
• level state regulation;
• the level of accessibility for civil law transactions.

The presence of securities is able to fully confirm the ownership of resources, which, for example, include any real estate (the right confirms a housing certificate) or a mortgage bond. To confirm the right to land is applied mortgage.

There is also a definition derivative security(otherwise called derivative), which means uncertificated paper, which was formed due to a change in the cost of an asset, which is in its base.

Often these papers are any urgent papers.

What's the Difference

Without exception, all varieties of issuing securities that are considered are issued by companies or state organizations with the same (implied in one issue) periods of sale of the corresponding rights.

In comparison with them, non-issue securities are subject to release in single copies or in small batches.

For example, if preference shares provide for the accrual of a certain profit no more than once a quarter, then it does not matter when exactly they are purchased on the market (within 1 calendar day or calendar month).

Without exception, all holders of the same variety of securities have full right to profit in the same period(simultaneously).

At the same time, if a company issues several bills of exchange on the same calendar day, and to two different counterparties, then the amount and repayment period they will differ from each other.

Emission standards and features

Features of the procedure for issuing both state and municipal securities, including their location and circulation, are regulated by Federal Law No. 136 of July 29, 1998 regarding the features of the issue and the rules for the circulation of state and municipal securities.

In strict accordance with the Federal Law, securities can be manufactured and issued in the form of bonds or other securities that are directly related to the issue.

State obligations, including those of its subject and municipal institutions, which were formed as a result of the issue of certain securities and constituting internal debt obligations, without fail must be displayed in local currency.

In the event that the securities certify the full right to receive profit or close in cash, they must be paid in domestic currency.

State and municipal securities that are able to certify the right to acquire as profit in any property rights, and the right to acquire another property equivalent in exchange for the nominal cost of the securities in exchange for the nominal cost of the securities, are also necessarily displayed in domestic currency.

The main nuances of treatment

• documentary, in which all the necessary information regarding the owner is displayed in the certificate;
• uncertificated, in which all the necessary information is displayed directly in the registers or in the records on the DEPO account.

It should be noted that all Central Banks differ from each other in the rule of transfer of rights. As for bearer certificates, they gain momentum immediately after they are presented.

The person who provided the Central Bank bears full responsibility only if provided falsified documentation. All existing claims are made exclusively to the issuer. The very process of transfer of rights to nominal non-documentary certification is carried out exclusively from the period of entering the necessary information on the personal account or on the DEPO of the purchased / acquirer.

In the situation with the documentary securities - directly from the transfer period of the corresponding certificate. According to order documentation, the process of transfer of rights is carried out exclusively using the so-called transfer inscription or the direct signature of the endorsee.

Without exception, all issuing securities provide an opportunity for owners earn regular or interest income. Holders of standard shares can earn a profit that directly depends on the financial income of the company for a certain reporting period.

As for the owners of preferred securities, they have the right to count on regular profits, but in a fixed amount.

Holder rights

The owner has full legal right:

• on the formation of requirements for the payment of certain financial resources;
• to participate directly in management or to receive profit (in other words, dividends);
• real, that is, the right to property that is held by any third parties (for example, carriers).

Securities may well be recorded directly to the bearer, be registered or order. A right that has been granted directly to the bearer may be implemented by standard transfer method.

Nominal type of paper can be realized exclusively by those persons on whom it was granted by the method of assignment of claims, which may also be referred to as an assignment.

Concerning order, then it can only be implemented by those persons on whom it was issued. The possibility of implementation by legal representatives through the so-called endorsement(this means the corresponding record of the transfer of ownership of the securities).

Price

For today provided several types of costs, namely:

• nominal or nominal (actual capital);
• exchange rate or market (fictitious).

The nominal cost is provided in full by the issuer as a guaranteed amount during the manufacture or redemption of securities.

They may be subdivided into primary(secured) and secondary- are produced on the basis of primary ones (for example, a depository type of receipt, warrants, and so on).

Methods

Provided several ways, on the basis of which the evaluation of securities is carried out, namely:

• method of projected profit;
• a way to increase dividends or profitability;
• using a modified evaluation model.

Cost estimation is officially carried out by special analytical agencies or banking institutions, which are able to provide relevant analytics.

What are securities? The answer can be found in this course of lectures.

Equity and non-equity securities

Good day, friends. I don’t know how they managed to agree, but yesterday they brought some first-year students of a financial university to us on an excursion.

They wanted to see the work of our company, so to speak, from the inside. And who was entrusted with the role of the main narrator? That's right - me. I started with a story about equity and non-equity securities. That working day flew by for me unnoticed.

The concept and types of securities

A security is a document certifying, in compliance with the established form and obligatory details, the property rights of its owner.

There are several types of securities.

Equity securities are any securities, including non-documentary ones, which are simultaneously characterized by the following features:

1. fix the totality of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the form and procedure established by law;
2. are placed in issues (an issue is a set of all securities of one issuer);
3. have the same volume and terms of exercising rights within one issue, regardless of the time of its acquisition.

Equity securities include:

• share - issuance security that secures the rights of its owner to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation;
• bond - an issuance security that secures the right of its owner to receive from the issuer of a bond within the period specified in it its nominal value or other property equivalent;
• option - an issuance security that secures the right of its owner to purchase a certain number of shares of the option issuer at the price specified in the option within the period specified by it and (or) upon the occurrence of the circumstances specified in it.

Equity securities are divided into:

1. registered securities - securities, information about the owners of which must be available to the issuer in the form of a register of securities owners, the transfer of rights to which and the exercise of the rights assigned to them require mandatory identification of the owner (for example, a share, an option);
2. bearer securities are securities, the transfer of rights to which and the exercise of the rights assigned to them do not require the identification of the owner (bonds, promissory notes, etc.).

Equity securities are issued in the following forms:

• documentary - the form of a security, in which the owner is established on the basis of the presentation of a properly executed security certificate;
• non-documentary - a form of security in which the owner is established on the basis of an entry in the system of maintaining the register of securities owners.

Non-equity securities:

1. bill of exchange - an unconditional obligation of the drawer or other payer specified in the bill to pay a certain amount of money to its owner upon the occurrence of a certain period of time;
2. bank certificate - a security, a written certificate of the bank on the deposit of funds, certifying the right of the depositor to receive after a certain period the amount of the deposit and interest on it, etc.

Source: http://site/www.aup.ru/books/m236/21_2.htm

Issuable and non-issuable securities

Securities are diverse in their legal properties, and their classification is carried out on various grounds.

First of all, securities differ depending on what kind of obligation (property right) is certified by it.

A monetary obligation can be certified by a bill, check, bond, deposit or savings certificate ( money paper). Corporate obligations are certified by a share, which is a corporate paper.

Commodity securities certify rights to goods and services. These are, for example, housing certificates and targeted commodity bonds.

They also include commodity securities (bill of lading, warehouse certificate, mortgage), certifying the right to dispose and receive the relevant property.

Issued and non-issued securities are distinguished by the method of issuance.

Issued securities are those issued in mass order (issues) for circulation on the organized market (stocks, bonds, derivative papers).

Irrespective of the time of their acquisition, issue-grade securities of the same issue certify the equal volume and terms of exercising the rights certified by them. The issue and circulation of emissive securities are regulated by the Law on the Securities Market.

Non-equity securities are issued (issued) as needed and certify the individual scope of rights (bills, checks, bills of lading, warehouse certificates, etc.).

Depending on the issuer, securities can be state, municipal or private. These papers differ in what property the obligations certified by them are secured with.

Thus, the obligations of the Russian Federation are secured by all federally owned property. These obligations can be short-term (up to a year), medium-term (from 1 year to 5 years) and long-term (from 5 to 30 years).

The debt obligations of the subjects of the Russian Federation are guaranteed by the property of the respective subject, they are repaid within the terms determined by the terms of borrowing, not exceeding 30 years.

Obligations of municipal formations are secured by the property of these formations, their term cannot exceed 5 years. Obligations of private persons are secured by the property of these persons.

The need to issue state or municipal securities may arise in conditions of a deficit of the corresponding budget.

State or municipal obligations appear as a result of a state, municipal loan, the debt for which is issued by securities, usually bonds.

According to the method of determining the authorized person, bearer, registered and order securities are distinguished (paragraph 1 of article 145 of the Civil Code). The type of security depends, in particular, on the method of transfer of rights under such security.

The possibility of issuing a particular security as a bearer, registered or order security may be excluded by law.

Attention!

The rights certified by a bearer security belong to the person who presents it, and the subject liable under the security must fulfill the obligation stipulated by it to the person who presented the paper - the holder.

The name (title) of the authorized person is not indicated in the paper. To transfer to another person the rights certified by a bearer security, it is sufficient to simply hand over the paper to this person (paragraph 1 of article 146 of the Civil Code).

The rights of the legal owner of the paper do not depend on the rights of its previous holder. Rights under such paper are retained until the obligated person receives it from the creditor in exchange for performance.

These properties explain the high degree of transferability of bearer securities. Bearer securities may be issued in the form of a government bond, a bank savings book to bearer, a bill of exchange.

A registered security certifies the ownership of the rights indicated in it to a person who is directly named in such a paper. The debtor carries out execution on it to this person.

The rights certified by a registered security may be transferred by the person indicated in the paper to other entities, but only in the manner established for the assignment of claims (cession), which reduces the degree of transferability of registered securities compared to bearer ones.

At the same time, the person transferring the right under a registered security is responsible for the invalidity of the corresponding requirement, but not for its execution (clause 2, article 146, article 390 of the Civil Code).

Registered securities can be issued in the form of a check, stock, bond, savings certificate, bill of lading, etc.

The rights under issuance registered securities (shares, bonds, issuer's options) are transferred (assigned) by making an appropriate entry on the personal account in the register or on the depo account on the basis of the demand (instruction, transfer order) of the authorized person.

The rights from some registered securities cannot be transferred (this applies, for example, to a registered check - clause 2 of article 880 of the Civil Code).

The rights under an order security may belong to the person named in the security (the first owner) or to the person appointed by his order (order, order). The person obligated under the security must perform the execution to the person named in the security or to another entity specified by him.

Rights under an order security are transferred in a simplified (compared to registered paper) procedure - by making an endorsement (the person transferring rights) on the security itself an endorsement - an endorsement (clause 3 of article 146 of the Civil Code) (from Italian "in dosso "-" on the back, "on the back").

The position of the creditor under an obligation certified by an order security is more stable than that of a creditor under a registered security: all persons (signers) indicated in the paper are obligated persons under an order security, unless one of them has excluded such an obligation in relation to himself, by making a special clause in the paper (for example, “without recourse to me”).

Depending on the type of endorsement, it may be blank, i.e. do not indicate the person to whom the execution should be made, or the order containing such an indication.

In the first case, the execution is made to any holder of the security, in the second - to the person who is indicated last in the chain of endorsements.

An endorsement may be limited only by an instruction to exercise the rights indicated in the security (without transferring the rights themselves); such an endorsement is called an endorsement.

In contrast to the person transferring the right under a registered security and being responsible for the invalidity of the corresponding requirement, but not for its non-fulfillment, the endorser (the person transferring the right under the order security) is liable to the endorsee (recipient of the right) not only for the existence of the right, but and for its implementation (clause 3 of article 146 of the Civil Code).

In addition, the person who issued the security, as well as the persons endorsing it, are jointly and severally liable to its legal owner - the latter has the right to turn his claim to any of these persons or to all of them simultaneously.

In the event that any of the obligated persons satisfied the requirements of the legal owner, he receives the right of a return claim (recourse) to the other persons obligated by the security (paragraph 1 of article 147 of the Civil Code).

The number of possible endorsements is not limited, which, along with a simplified method of transferring rights and the above-mentioned features of exercising the right to claim on an order security, gives it the property of a higher negotiability than that of a registered security.

Bills of exchange, checks, bills of lading, etc. are issued as order securities.

In case of loss of a bearer or order security, the rights to it can be restored in the manner prescribed by the procedural legislation (Article 148 of the Civil Code). This order is established by 34 Code of Civil Procedure (call production).

Unlike bearer or order, a registered security can be claimed from the person who holds it (Article 301 of the Civil Code).

If a registered security is lost, the rights may be restored by contacting the person who issued it.

Attention!

For example, the restoration of rights under a lost nominal savings or deposit certificate is carried out by the credit institution that issued it into circulation.

In case of loss of a personalized certificate, the legal owner has the right to apply to the credit institution that issued the certificate with a written application for issuing a duplicate. The denial of the stated requirement is appealed in court.

Source: http://site/for-expert.ru/gpravo1/45.shtml

Characteristics of securities

Issue-grade securities are such securities that are placed in series and have the same terms and volumes for the exercise of rights within one issue, regardless of the time of acquisition of these securities.

Equity securities include any securities, as well as non-documentary securities, which are characterized by the following features:

• are placed by issues;
• fix property and non-property rights in aggregate, which are subject to certification and mandatory exercise of these rights, subject to the form and procedure established by the Federal Law "On the Securities Market";
• have equal terms and volumes of exercising rights within one issue, regardless of the time of acquisition of securities.

The existence of emissive securities can be nominal and bearer, in non-documentary and documentary form.

Requirements for a standard placement of emissive securities include an appropriate decision on further placement of securities, approval of this decision, state registration of the issue, direct placement and submission of a report to the registration authority.

The issue of securities may consist of other stages in the event of reorganization of legal entities or the establishment of a joint-stock company.

Shares are always emissive securities. Bonds can be issue and non-issue (in case of their single issue).

Non-equity securities include the following securities: promissory note, mortgage, check, bill of lading, warehouse certificate, investment share.

For non-equity securities, there is no need for their mandatory registration with state bodies, and there are no restrictions on their issue placement, and the sale is not concluded within a certain period of time, in contrast to issue-grade securities.

A bill of exchange is a form of loan confirming the obligation of the person who issued it to pay a specific amount of money. A check is a type of security, under the terms of which it is required to pay the amount to the holder of the check.

Federal Law No. 39-FZ “On the Securities Market” dated April 22, 1996. The payer is a financial and credit institution serving the drawer.

The bill of lading is a document confirming the right of its owner to dispose of the cargo and receive it after the carriage. valuable promissory note

A deposit (savings) certificate belongs to debt securities, confirming the depositor's right to pay a specific amount of the deposit after the specified period.

An investment unit is a non-issued security that certifies the holder's right to a part of the assets of a unit investment fund.

It should be noted that today the most demanded non-equity securities are promissory notes and checks.

Thus, securities issued in mass order for the purpose of circulation on an organized market (bonds, shares and derivatives of them) are emissive.

Issue-grade securities of the same issue, regardless of the time of their acquisition, certify equal terms and volume of realization of the rights certified by them.

The issue and circulation of issuance securities is regulated by the current Law on the Securities Market.

In turn, non-equity securities are issued as needed and certify the scope of rights on an individual basis (checks, bills of exchange, warehouse receipts, bills of lading, etc.)

The definition of paper is given in Article 2 of the Federal Law “On the Securities Market”. According to her.

An equity security is any security, including non-documentary, which is characterized by the following features: fixes a set of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the form and procedure established by the specified law; placed by issues; has an equal volume and terms of exercising rights within one issue, regardless of the time of acquisition of the security. 1996. No. 17 Art. 1918 - Art. 2.

The meaning of highlighting such a category is that in the form of emissive securities, the law legalizes the circulation of a set of subjective civil rights, which differ from all the others by their standardity.

Legal regulation of the market

The meaning of the legal regime of emissive securities is that the set of rights that make up the paper and the one that the new owner of the paper acquires are exactly the same.

These rights cannot be changed in the course of circulation by the owner of the securities, they cannot be reduced or increased, they do not change in their content and volume depending on who acquired them and at what point in time.

Attention!

The individuality of the scope of rights was the main difference between non-equity securities, which differed significantly from all others.

Subsequently, the picture, however, changed: the legislation secured the principle of standard rights for securities that were not formally recognized as emission.

First of all, we are talking about the investment share of a mutual investment fund Federal Law "On Investment Funds" dated December 4, 2001 No. 156-FZ (as amended on July 29, 2012) // Collection of Legislation of the Russian Federation. 2001. No. 49 Art. 4562 - Art. 14 and on the mortgage certificate of participation Federal Law "On Mortgage Securities" dated November 11, 2003 No. 234 (as amended on December 29, 2012) // Collection of Legislation of the Russian Federation. 2003. No. 46 (part 2) Art. 4448 - art. 2.

Thus, the law determined that each investment share certifies the same share in the common ownership of the property constituting the mutual investment fund, and the same rights.

In this sense, the fundamental feature of emissive securities - the standard nature of rights - has lost its dominant significance.

Another important feature that distinguished equity securities from others was the need to go through the issuance procedure, the need for state registration of the issue and the obligation for each issue to receive the appropriate state registration number (digital (letter, character) code that identifies a specific issue of equity securities subject to state registration). registration).

The provisions of the Federal Law “On the Securities Market” directly spoke about this.

Moreover, initially there was a rule: first, the issue receives a state registration number, and then it is placed. But over time, it lost its meaning.

The law began to allow the possibility of circulation of equity securities without a state registration number, but with the assignment of an identification number that identifies a specific issue (additional issue) of equity securities that is not subject to state registration.

The bottom line is that for many securities that do not require state registration, the strict rules for admitting such securities to the market, which were characteristic of the state registration procedure, have ceased to apply (a typical example is exchange-traded bonds and bonds of the Bank of Russia).

And the Law Federal Law "On the Securities Market" dated April 25, 1996 No. 79 (as amended on December 29, 2012) // Collection of Legislation of the Russian Federation. 1996. No. 17 Art. 1918 - Art. 19 generally fixed the rule: issuance securities, the issue (additional issue) of which has not passed state registration in accordance with the requirements of the law, are not subject to placement, unless otherwise provided by it.

In the definition of issuance securities, a construction is used, according to which the totality of property and non-property rights that such a security certifies is subject to “certification, assignment and unconditional exercise” in compliance with the “form and procedure” established by the said Law.

Thus, the Law, as it were, determined that the legal regime of emissive securities should be determined precisely by the Federal Law “On the Securities Market”.

This wording of the law assumes, when read literally, that in order to qualify a security as an issuing legal regime of such a security, it must include the form of certification, assignment and exercise of rights established by this Law, as well as the procedure for their certification, assignment and exercise.

There are two main problems here:

1. not all of these categories (form of certification, form of assignment, form of implementation, procedure for certification, procedure for assignment, procedure for implementation) are directly defined by the Law;
2. these categories themselves have become so vague over time and contain a large number of various kinds of exceptions to general rules that have partly lost their regulatory significance.

We are talking about how the rights that make up the content of the security are fixed, or as a form of certification of ownership of the security.

In the same article, Article 28: we are talking about what document certifies the rights of a particular person to securities.

If we analyze the Federal Law “On the Peculiarities of the Issue and Circulation of State and Municipal Securities”, we will find that there the form of certification of rights does not coincide with that established by the Federal Law “On the Securities Market”, and it does not matter whether we are talking about the form of certification rights from paper or about the form of certification of rights to paper.

Just one example: Art. 4 of the Federal Law “On the Peculiarities of the Issue and Circulation of State and Municipal Securities” it is established that “there is no register of owners of registered securities of the Russian Federation for registered securities of the Russian Federation” Federal Law of July 29, 1998 No. ) "On the features of the issue and circulation of state and municipal securities" // Rossiyskaya Gazeta, No. 148-149, 08/06/1998 - Art. four.

It turns out that this Law introduces its own form of certification of rights for such securities, which "falls out" of the general requirements.

The situation is even less clear with the category “certification procedure” of rights: the Law does not define it. It can be assumed that we are talking about the procedure for creating an emissive security and the emergence of relevant legal relations, i.e. on the issue (Articles 16-25 of the Federal Law "On the Securities Market").

However, the issue procedure has never been regulated solely on the basis of this Law.

Already in the first edition of the Law, the issue of state and municipal securities was taken out of its scope by another law - the Federal Law “On the Peculiarities of the Issue and Circulation of State and Municipal Securities”, which has nothing to do with the procedure established by the Federal Law “On the Securities Market” . In addition, if earlier the issuance procedure, which was regulated by the Law, was uniform, now it has become very fragmented, depending on the type of securities and various situations.

Attention!

Neither does the Law define the categories “form of assignment”, “form of exercise”, “procedure of assignment” and “procedure of exercise” of rights.

One can only guess that in all these cases we are talking about the provisions of a single Art. 29 of the Federal Law "On the Securities Market", excluding the case of the assignment of rights, since Art. Art. 7 and 8 of the same Law, regulating the activities of the subjects of the accounting system.

However, these articles do not use such a word as “assignment”, they speak of the “transfer” of rights (in addition to Article 2 of this Law, the word “assignment” is used only in Article 8 in relation to the grounds for opening a personal account by the registrar).

As for the form and procedure for exercising rights, not only does the Law not use such categories, but this procedure itself does not differ much from the usual one (excluding the peculiarities in terms of separating the functions of depositaries in the process of exercising the right).

The legal regime of issuance securities is now beginning to lose its regulatory significance. The entire regime of such securities is built on an exclusively formal moment: whether the corresponding type of security is recognized as an issuing one or not.

If the Law directly calls a share an issue paper, then it is an issue one, but if an investment share (for what reason - it is not clear) is called a non-issue security, then it is not subject to the Federal Law "On the Securities Market".

The legal regime of emissive securities requires its rethinking.

Perhaps this legal regime should become more complex; probably, it is worth thinking about leaving the phenomenon of “equity securities” itself, but within its framework, distinguishing different types of securities or, on the contrary, subordinating equity securities to a more general legal regime.

Non-issue securities

With them, the issue is even more complicated, since as such there is no single legal regime for such securities at all.

The current legislation does not fix the concept of a non-equity security.

They represent a group of securities, which, according to formal features (not directly indicating them as issuable) belong to non-issuable securities. The term as a whole should be recognized as conditional.

For the first time, this group of securities as a legal one appeared with the adoption of the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market”.

So in Art. 2 of the Law, it is determined that it does not apply “to relations related to the attraction of funds in deposits by banks and other credit organizations, insurance companies and non-state pension funds, the circulation of deposit and savings certificates credit institutions, checks, bills of exchange and other securities that, in accordance with the legislation of the Russian Federation, are not emissive securities, as well as with the circulation of bonds of the Bank of Russia, government securities of the Russian Federation, government securities of constituent entities of the Russian Federation and securities of municipalities "Federal Law dated 03/05/1999 No. 46-FZ (as amended on 12/29/2012) "On the protection of the rights and legitimate interests of investors in the securities market" // Rossiyskaya Gazeta, No. 46, 03/11/1999 - Art. 2.

If we do not consider investment units of mutual funds and mortgage participation certificates, then absolutely all other non-equity securities, and these are all securities, except for the two named types, as well as equity (shares, bonds, options, Russian depositary receipts, government bonds) - are characterized by the following set of features: they assign an individual scope of rights to their owner and are not placed in issues; they are not subject to placement among a previously unknown circle of persons.

The inclusion of an "emission-like" investment share and a mortgage participation certificate makes this set of features absolutely unsuitable for classification, and the only criterion for separation is the criterion of non-placement by issues.

Meanwhile, the legal regime of a non-equity security can have a very serious regulatory impact. Moreover, it can be of great importance for the application of certain protective measures.

After all, the protection measures and liability measures applied to emissive securities are quite specific.

Special measures also include measures provided for by the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market” in terms of the creation of compensation and other funds provided for by this Law.

In practice, we see Art. 63 of the Federal Law "On Investment Funds" Federal Law "On Investment Funds" dated December 4, 2001 No. 156-FZ Art. 63, which provides for compensation to owners of investment shares - non-equity securities through the payment of losses in terms of real damage caused to citizens - owners of investment shares, at the expense of the federal compensation fund.

This confusion is understandable: where the regulatory regime is unclear, safeguards are also unclear.

In the form of non-equity securities, nothing else appears as classic documentary securities, for which:

• the material carrier is essential, since it must be “presented” for the fulfillment of obligations fixed by paper;
• the totality of rights certified by them is fixed by one document certifying the entire totality of rights under such paper;
• “works” such a condition as the individuality of rights (but not their standardization), the concept of the scope of rights, which can change in the process of circulation of such securities, is of great importance.

One more criterion should be singled out for such securities - unregulated nature. This criterion means that non-equity securities include those securities whose issuance activities are not recognized as professional, regulated by their issuers.

Source: https://studwood.ru/900328/pravo/emissionnye_neemissionnye_tsennye_paper

Types and properties of ECB

A security is a special document certifying that its owner has property rights, which can be realized only upon its presentation.

Attention!

There are various types of securities: checks, shares, bills of exchange, depositary receipts, savings certificates, mortgages, investment shares, bills of lading, bonds, etc.

All of them have the following properties:

1. availability;
2. negotiability;
3. serialization and standardization;
4. recognition in the state and adjustability;
5. documentation;
6. liquidity;
7. risk.

Exist various criteria, according to which papers are classified. One of them is the release form. According to this criterion, the following types are distinguished: equity securities and non-equity securities.

Many investors prefer to work with issuance documents. However, the non-emission variety also deserves attention.

Specialists refer mortgages, various promissory notes, bills of exchange to non-issue valuable documents.

Documents of this type can be issued in small series or individually. Working with them is regulated by special documents, depending on the type of paper.

signs

Emission-type securities are those documents that:

• fix the totality of non-property, as well as property rights, subject to certification, unconditional sale, assignment;
• are placed by issues;
• have equal terms and volumes of realization of rights within the issue, excluding the time of purchase of the paper.

Source: http://site/investorov.net/permanent/vidy-emissionnyh-cennyh-bumag

Goods for the financial market

Corporation in order to form its own capital and attract additional resources for the implementation of its economic activity issues securities, which in Russian practice are divided into equity and non-equity.

Issuable security is any security, incl. undocumented, which is simultaneously characterized by the following features:

1. fixes the totality of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the form and procedure established by law;
2. placed by issues;
3. has an equal volume and terms of exercising rights within one issue, regardless of the time of purchase of the security.

Emission securities can be both registered and bearer. Registered emissive securities are issued only in non-documentary form, i.e. in the form of account entries.

Equity bearer securities are issued in documentary form with and without centralized storage.

Let us characterize equity securities issued by Russian corporations.

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

A share is a registered security. This means that the owner of the share must be entered in the register of the joint-stock company.

According to the form of appropriation of income, shares are divided into ordinary and preferred.

An ordinary share gives its owner the right to vote at a shareholders' meeting, the amount of income (dividend) received from it depends on the results of the company's work for the year.

The size of the dividend is not known in advance, it is determined by the management bodies of the company after a year and is paid only from net profit.

A preferred share does not give its owner the right to vote at a shareholders' meeting. The owner of such a share has a guaranteed income, independent of the performance of the company.

In the absence of net profit, the joint-stock company is obliged to create a special fund from which dividends on preferred shares are paid.

A joint stock company has the right not to pay dividends if, after their payment, it can be declared bankrupt, in which case the owners of preferred shares acquire the right to vote at a shareholders' meeting.

The nominal value of preference shares must not exceed 25% of the authorized capital of the company.

Preferred shares may be of the following types:

• a callable preference share is a share that entitles the issuer to redeem it from the owner at any time after prior notice;
• preferred share with the right to participate in profits - this share gives the owner the right to receive a dividend no lower than for ordinary shares;
• cumulative preferred share - for this share, it is provided that undeclared dividends are accumulated and paid on these shares until the announcement of the payment of dividends on ordinary shares;
• A convertible share is a share that can be exchanged for other shares at a predetermined price within a given period of time.

In Russian practice, in the course of privatization, preferred shares of type "A" and "B" appeared.

Type A preference shares were intended for employees of the reorganized enterprises, who received them free of charge.

These shares gave the holders the right to:

1. attend meetings of shareholders;
2. make proposals on issues under discussion, but do not give the right to vote;
3. free sale of such shares.

Type "B" preferred shares were issued on account of the share of the authorized capital owned by the property fund, which received them free of charge.

Attention!

To pay dividends on such shares, 5% of net profit was allocated, the amount of the dividend could not be lower than on ordinary shares. The Property Fund had the right to sell these shares, which were automatically converted into ordinary shares after the sale.

Government of the Russian Federation, state authorities of the constituent entities of the Russian Federation, bodies local government could make decisions on issuing a "golden share" when transforming state and municipal enterprises into joint-stock companies.

The "Golden Share" gave the right to appoint its representatives to the board of directors and the audit commission of the joint-stock company and provided its owner for a period of up to three years to use the right of "veto" when the meeting of shareholders makes the following decisions:

• on introduction of amendments and additions to the charter of the joint-stock company;
• on its reorganization and liquidation;
• about his participation in other enterprises and associations;
• on pledging or leasing, selling and alienating the property of a privatized enterprise.

Upon sale and alienation, the "golden share" was converted into an ordinary share.

Depending on the stage of issuing shares into circulation and their payment, the following types are distinguished:

1. Declared shares are the maximum number of shares of the respective type that can be issued by the corporation in addition to previously placed shares. Their number is fixed in the Charter of the company;
2. outstanding shares are shares purchased by shareholders;
3. paid-in shares are shares for which their holders have paid 100% and the funds have been credited to the corporation's account.

Shares can have the following prices:

• nominal price - this value reflects the share in the authorized capital of the joint-stock company, because the authorized capital is equal to the sum of the nominal values ​​of the shares;
• issue price - the price at which shares are placed on the primary market. When establishing a corporation, it is equal to the par value; when capital is increased, it may be higher or lower than the par value of the share. The excess of the issue price over the nominal value of the share is called share premium and is accounted for as additional capital of the corporation. The placement price of additional shares cannot be less than 10% of the nominal price;
• market price - the price at which a share is quoted on the secondary securities market and is an equilibrium ratio of supply and demand;
• book price - is defined as the quotient of dividing the value of the net assets of the corporation by the number of outstanding shares in issue;
• liquidation price - this is the price that is determined in relation to preferred shares, represents the amount of money that their owners will receive in the event of liquidation of the corporation, etc.

A bond is an issuance security that secures the right of its owner to receive a bond from the issuer within the period specified in it of its face value or other property equivalent.

Bonds can be issued both registered and to bearer.

According to the method of providing a loan, bonds are divided into:

1. collateralized bonds. The subject of collateral can only be securities and real estate. In case of non-fulfillment of obligations by the issuer, the property must pass into the common shared ownership of the owners of bonds with collateral;
2. bonds secured by a guarantee. A surety agreement that secures the fulfillment of obligations under bonds may only provide for joint and several liability of the guarantor and the issuer for non-fulfillment or improper fulfillment by the issuer of obligations under bonds;
3. bonds secured by a bank guarantee, state or municipal guarantee. The bank guarantee must exceed the maturity date of the bonds by at least six months and provides for only the joint and several liability of the guarantor and the issuer.

State and municipal guarantees on bonds are provided in accordance with the budgetary legislation of the Russian Federation and the legislation on state (municipal) securities.

The legislation establishes restrictions on the issue of unsecured bonds, namely: the issue of bonds is allowed for an amount not exceeding the size of the authorized capital, not earlier than the third year of existence and subject to the proper approval of two annual balance sheets of the corporation.

By maturity, bonds are divided into:

• fixed-term bonds:
  • short-term, usually up to 1 year;
  • medium-term, from 1 year to 5 - 10 years;
  • long-term, from 20 to 30 years;
• bonds with no fixed maturity:
  • perpetual;
  • callable bonds - bonds that can be called by the issuer before maturity;
  • bonds with the right to redeem - give the investor the right to return the bond to the issuer before the end of its circulation period;
  • renewable bonds - give the investor the right to extend the maturity and receive interest during this period;
  • deferred bonds give the issuer the right to defer repayment.

For bonds, periodic payment of income in the form of interest is assumed, which is made on coupons.

If the bond is issued in documentary form, then the coupon is a cut-off coupon with the interest rate and date of payment of income.

Depending on the terms of the loan, coupon income can be accrued once a year, half a year or a quarter. The more often income is accrued, the higher its real amount at the same rate and the higher the market price of the bond.

According to the method of obtaining income, the following types of bonds are distinguished:

1. bonds with a fixed interest rate;
2. floating rate bonds;
3. bonds with a uniformly increasing interest rate;
4. bonds with a uniformly increasing interest rate over the years of the loan;
5. zero coupon bonds, i.e. discount bonds.

According to the nature of circulation, bonds are divided into:

• ordinary;
• convertible, i.e. giving the owner the right to exchange them for shares or bonds of the same issuing corporation. They are a transitional form between debt and equity capital of a corporation.

According to the method of redemption, bonds are divided into:

1. bonds, the redemption of the face value of which is made by a single payment;
2. bonds with a time-distributed redemption, when a certain fraction of the face value is redeemed over a certain period of time.

Bonds can have the following prices:

• nominal price - reflects the amount of the loan, is the base value for calculating income;
• market price - depends on the terms of the loan and the situation on the market at the time of the sale of the bond;
• The redemption price is the price at which the issuer repurchases the bonds at the maturity of the loan. May or may not match nominal.

Issuer's option is an issuance security that secures the right of its owner to purchase a certain number of shares of the issuer of such an option at the price specified in the issuer's option within the period specified in it and / or upon the occurrence of the circumstances specified in it.

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

The issuer is not entitled to place the issuer's options if the number of authorized shares of the issuer is less than the number of shares, the right to purchase of which is represented by such options.

The number of shares of a certain category (type), the right to acquire which is represented by the issuer's options, cannot exceed 5 percent of shares of this category (type).

The decision to issue issuer options may provide for restrictions on their circulation.

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

A Russian Depository Receipt (RDR) is a registered non-documentary issuance security, which:

1. has no face value;
2. certifies the ownership of a certain number of shares or bonds of a foreign issuer (represented securities);
3. establishes the right of its owner to demand from the RDR issuer to receive in exchange for the RDR the corresponding number of underlying securities and to provide services related to the exercise by the RDR owner of the rights secured by the underlying securities.

The RDR issue is carried out on the securities of a foreign issuer through state registration of the RDR issue with the Bank of Russia.

Attention!

RDRs of one issue may certify the ownership of the underlying securities of only one foreign issuer and only one type (category, type).

An RDR issuer is a depository established in accordance with the legislation of the Russian Federation, which meets the requirements for the amount of equity capital (equity) established by the regulatory legal acts of the Bank of Russia and has been carrying out depository activities for at least 3 years.

Exit of Russian corporations-issuers to overseas markets securities is carried out in a similar manner through the issuance of depositary receipts under an agreement with the depositary of the country of placement, which, depending on the territorial affiliation, can be in the form of American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), International Depositary Receipts receipts (MDR).

In addition to equity securities, Russian corporations issue non-equity securities.

Non-equity securities are issued on a one-time basis or in small series, assigning an individual scope of rights to their owners. These include: a bill of exchange, deposit and savings certificates, a check, a warehouse certificate, etc.

A bill of exchange is a written promissory note drawn up in the form prescribed by law and giving its owner the unconditional right to demand, at the end of the term, from the person who issued the obligation the payment of the sum of money specified in it.

The bill acts as a complex settlement and credit instrument capable of performing the functions of both a security and credit money and a means of payment.

A bill of exchange is a document that has strictly established mandatory details, which include:

• bill mark, i.e. it must contain the word "bill";
• currency of the bill, i.e. amount of payment;
• information about the payer under this bill;
• information about the person in whose favor the payment is made;
• indication of the place of payment;
• indication of the payment term;
• date and place of drawing up the bill;
• handwritten signature of the person who issued the bill.

In the absence of at least one obligatory bill of exchange attribute, the bill loses its bill of exchange force.

Depending on the number of participants in a bill transaction, there are:

1. simple;
2. bill of exchange (draft).

A promissory note is issued by the borrower (drawer) and contains an obligation to pay the creditor (bill holder).

A bill of exchange or draft is an unconditional order from the drawer (creditor) to the drawee (debtor) to pay a certain amount to a third party (remittent) or the bearer of the draft.

The transfer of a bill from one person to another is carried out by making an endorsement. An endorsement is an endorsement on the back of a bill of exchange.

A bill of exchange turns into an IOU only after its acceptance by the drawee. Acceptance is the consent of the payer to make a payment.

Aval can be made on the bill. Aval is a promissory note surety of a third party for payment on a promissory note by one or more persons responsible for the promissory note (may be full or limited to a part of the amount).

In the Russian market, bills are divided into:

• financial, issued by commercial banks;
• commodity (commercial), having a provision with any product.

A certificate is a security that certifies the amount of the deposit made to the bank and the right of the depositor (certificate holder) to receive, after the 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.

Deposit and savings certificates are issued by banking corporations:

1. certificate of deposit, issued only to legal entities registered in the territory of the Russian Federation, the period of their circulation is not more than one year;
2. savings certificate, issued only individuals who are citizens of the Russian Federation, the period of their application is up to three years.

Certificates can be issued in a single order and in series. They can be nominal and bearer; interest (fixed and floating rate) and discount.

Certificates are term securities, i.e. they indicate the period of withdrawal of the deposit. Assignment of the right of claim can be carried out on certificates.

If the certificate is bearer, then the assignment of the right consists in the simple delivery of such a certificate to the new owner. The assignment of rights under a personal certificate is called a cession.

It is executed by means of an endorsement on the reverse side of the certificate from the assignor (the person assigning his rights) to the assignee (the person acquiring such rights).

The cession is signed by both parties personally. The certificate cannot serve as a settlement or means of payment.

A check is a security containing an unconditional order from the drawer of the check to the bank to pay the amount specified in it to the holder of the check.

A check is a settlement and payment document, a security of a standard form, which must have mandatory details established by law. This is a documentary security.

The most common types are checks (used for non-cash transfers of funds from one account to another) and cashier's check (used to receive cash from a bank).

A warehouse receipt is a security that certifies the acceptance of goods for storage under a warehouse storage agreement.

This is a debt, commodity, documentary, fixed-term security that can exist in two forms: a simple warehouse certificate (issued to the goods owner for the period of storage of goods until it is sold) and a double warehouse certificate, which consists of a warehouse certificate and a pledge certificate (warrant).

Issued to the commodity owner for the period of storage of the goods in the warehouse, taking into account the possibility of the commodity owner to systematically use his own goods as collateral to increase the liquidity of market transactions.

Figure 8 shows the classification of securities issued by a corporation according to their functional purpose.

Securities classification

From a legal point of view, documents of the established form that certify the property rights of their holder to a part of the enterprise are equity securities. From an economic point of view, such securities usually have a number of special characteristics.

A security is a kind of certificate that indicates the right of the holder of such a paper to any property, the transfer (realization) of which can occur only upon presentation of the document. An example is a stock. It refers to issuance securities and provides its owner with the right to receive a fixed percentage of the profits after the performance of the organization's activities and its assets (if the organization is liquidated). The person who acquires the Central Bank is called the investor, and the issuing entity is called the issuer.

The signs that correctly determine the ECB are:

• the same volume;
• terms of realization of rights (which do not depend on the time of purchase of such certificates);
• certifying a set of rights;
• issued in issues;
• they can be issued (issued), sold (purchased), redeemed (cancelled);
• they can be converted into money, they generate income, they have a certain rate, they are reliable.

Types of issue and non-issue types of securities and how they differ

Central banks can be divided into issue and non-emission

Emissive:

• shares are an issuance security that certifies that its owner (holder, shareholder) is the owner of a share of the profit of the JSC and has the right to receive this part of the income (dividends) in the form of interest and to participate in the management of the organization. The share contains the obligation of the joint-stock company to pay a part of the income to the shareholder and is a registered Central Bank. There are special state regulations governing the issue and circulation of shares. The value of a share is its price on the day of sale;
• bonds are electronic securities that give the owner the right to receive an unconditional return of its face value and a certain percentage income within a specified period. Profit on a bond is the interest (discount), the right to receive which is fixed in the bond. Issuers of bonds can also be municipal authorities that issue bonds to cover temporary budget deficits;
• certificate of deposit - is a certificate of the bank (in writing) about the investment of finances, certifying the right of the owner of the certificate after a certain time to receive a refund along with a reward in the form of certain interest;
• Issuer's option - ETS, which is a nominal one, which gives its holder the right to buy at the time specified in it (or in the event of certain circumstances) a specified number of the issuer's shares at a cost also indicated in the option.

Samples of non-equity securities:

• promissory note - a promissory note that gives the holder of this paper the right to demand from the person who accepted the document the return of the specified amount at the time specified there;
• a check is a Central Bank, which is a kind of order to the bank to pay the amount indicated on the check;
• vouchers are securities confirming the holder's right to a share of state property;
• bill of lading - certifies the ownership of the shipped goods, acts as a document confirming the conclusion of an agreement for the storage of goods;
• an option is a contract where the possibility of one of the parties to buy (sell) an asset at a specified price within a specified period, and receive a premium for this, is stipulated;
• a warrant is a document that secures the owner's right to purchase securities of a certain company in a certain period at a specified price;
• futures is a contract for the future purchase and sale of an asset at a fixed price;
• A deposit receipt is a Central Bank certifying the indirect ownership of the Central Bank of foreign firms that are in the bank of the issuing country on deposit.

Related video:

All types of equity securities are issued (issued) by enterprises ( legal entities) or by a large number of government organizations with the same time of exercising rights (with one issue). Non-issue securities are issued in small batches or individually. For example, for preferred shares, profit is accrued once a quarter (it does not matter when they are bought on the market - in one day or within a month).

All owners of one type of securities have the right to receive income at the same time. And if an organization issues 2 bills of exchange per day to two different counterparties, then the maturity dates and the amount will be different for them.

Various characteristics of emission securities

By form of ownership	Nominal Bearer
According to the form of existence	Documentary Undocumented
By lifetime	Perpetual Urgent
By stage of treatment	Primary Secondary
By type of income	Constant Percentage

Nominal and bearer

Registered ECBs are securities whose owners are available to the issuer in the form of a register of securities owners. The transfer of rights and their exercise require mandatory identification of the holder. Registered issue securities are usually issued in non-documentary form.

Bearer securities are securities, the transfer and exercise of the assigned rights of which do not require identification of the holder.

Documentary and non-documentary forms

Forms of issue securities are of the following execution methods (issue forms):

• documentary - the data of the holder are indicated in the certificate;
• non-documentary (for example, a share) - the owner's data is indicated in the entries on the DEPO account. This form involves the consolidation of rights not on paper (document), but with the help of electronic computers.

All Central Banks differ in the way in which rights to them are transferred. Securities to bearer are immediately valid after delivery. The entity issuing the securities is only liable if a false document is provided to the holder. The transfer of rights with a nominal non-documentary securities takes place from the time the data is entered on the personal (DEPO) account of the new holder. With documentary securities - transfer of rights at the time of transfer of the certificate. According to order securities, the transfer of rights occurs through an endorsement and signature of the endorsee.

By type of income

All emission securities provide for the holders of these securities to receive a permanent (interest) income. Owners of ordinary shares have a profit depending on the level of income of the organization for the reporting period. Holders of preferred securities have a profit all the time, but a fixed amount.

By terms of circulation

Issuance securities may be in circulation from one to thirty years. In essence, perpetual securities are limited by the period of the issuer's activity (the concept of an issuer means - issuing, entities that have the right to issue).

By stages of treatment

According to the stages of circulation, the securities are divided into primary issue and secondary. The sale (alienation) of the issued securities may be carried out according to the established rules through the stock market (at an auction) and on a contractual basis. Almost all securities, with the exception of shares, are not traded on the stock exchange. Public auctions (direct discussion of the prices of the seller and the buyer in person) are very rare, the majority of transactions are carried out through trading platforms on the network.

The securities market is also divided into cash - "spot" and urgent. In the cash market, agreements under the contract are executed in the period from 1 to 3 days. In urgent cases, agreements can last for several weeks (months). In the stock market (capital market), shares and long-term bonds can be traded for more than one year. To raise funds quickly, checks, as well as bills of exchange and bank certificates, are used.

The existence of man at all times was associated with the invention of new areas of activity. This helped people to evolve and reach certain heights in their development. Today, a person is not just a creature that is adapted for physical work, but a person whose inner world is meaningful and morally conditioned. Together, these factors have given rise to many different branches of modern science and technology. It should also be noted that the importance financial sphere activities. Working with money has become one of the main attributes for people.

If you pay attention to the state of modern markets, you can see that they are at the peak of their development. Currency transactions allow people to create huge capitals. However, financial value is not only money, but also securities. This terrible at first glance name characterizes a significant share modern market. However, in the context of this article, we will talk about a specific type of securities - non-issue documents. They have many interesting characteristics, and are also valuable in their own way.

The concept of securities

The turnover of financially significant documents is carried out on the stock market. Securities "walking" on it have many features. They are documents created within the established framework and having all the details provided for by the current legislation, on the basis of which the actual transfer of property rights from one person to another takes place. The existence, turnover, issue of securities and other aspects of the activity with them are enshrined in the provisions of various normative acts of our country. At the same time, this category is so significant and extensive that it is quite possible to divide it into several types, one of which is. This allows you to study the category in more detail and highlight its key points.

Securities regulation

As mentioned earlier, there are certain legislative acts that set out the main provisions on securities. In this case, we are talking about the whole legislative system, which governs the question presented. The structure of such regulations includes:

It is in the provisions of these acts that you can find all the statements about the documents presented in the article and their main features.

The concept of non-equity securities

Documents for the transfer of property rights are divided into several main types. One of them is non-equity securities. These are documents that are issued in limited quantities and are not associated with the procedure for their state registration. In other words, non-equity securities are created not for the masses, but for the purpose of achieving any financial results. It is much easier to work with such documents, because they do not need to be legalized in the manner prescribed by law. However, this fact does not preclude the extension of the features common to securities to the non-issue type.

Properties of non-equity securities

Legally significant documents are always characterized by certain functional properties. As for securities, they are also endowed with certain features that you need to know about. Thus, non-issue documents have the following properties, namely:

• negotiability and accessibility for all citizens without exception;
• seriality and documentation;
• liquidity and market value;
• implementation risks, etc.

They are characterized by a specific issue (non-equity securities are created randomly, without following any procedures).

An important point is the very fact of state regulation of non-equity securities. It testifies to the existence of an exceptional form and requirements for documents that cannot be violated.

What securities are classified as non-equity?

To date, the presented type of legally significant documents remains a mystery to many people, including economists. Nevertheless, there is absolutely nothing complicated about non-equity securities. The main thing is to understand the types of documents that are classified as non-issue documents, as well as to know their most specific features. This will allow you to fully explore the category and all its main points. It follows that it is necessary to consider the following types of non-equity securities, namely:

• bills;
• checks;
• bills of lading;
• depositor's certificates of deposit.

Non-equity securities, the list of which is presented above, are endowed with many interesting points. Therefore, each document must be considered separately from the others.

Features of bills

The very essence of the security is of great importance. The main example is a bill. The turnover of this object is carried out by using the norms of special legislation. Thus, bills of exchange, as non-equity securities, are documents that certify a financial obligation. In other words, a bill is a specific form of monetary contract. Today in the Russian Federation, these securities are very popular in the field of financial activity.

It should be noted that there are several types of bills of exchange, namely: simple and transferable. In the first case, we are talking about the existence of an obligation of an unconditional type, when a certain amount must be paid within the allotted time. has a completely different purpose. It contains only an offer of payment addressed to the debtor. Promissory notes are often characterized as non-equity securities of the bank, because in the field of activity of such organizations they are most common.

The concept of a check

Another important document that is directly related to the bank is a check. This security has nothing to do with bills of exchange and other similar papers. A check is a written order for the issuance of money. Moreover, the contractor is, as a rule, a banking organization. This kind of non-equity security is a fairly convenient way to calculate and receive money. However, in recent years, its popularity has begun to decline more and more. This is due to the development of the information sphere and the increase in the efficiency of electronic payment cards. talking plain language, you can get money on the card much faster than with the help of a security.

What is a bill of lading?

The issue of non-equity securities occurs, as a rule, in the course of the daily activities of certain enterprises, organizations and structures of a different nature. An excellent example of this thesis is a bill of lading. This security is a formatted document having a standard form. An interesting fact is that bills of lading originated as a result of rich international practice in the field of transportation. The bill of lading secures the exclusive right to load, unload and transport cargo from one point to another.

Statement of deposit savings certificate

Deposit certificates today are characterized as non-equity securities. This is a document that confirms the rights of the investor to receive future interest on the invested amount. In other words, a certificate of deposit allows a bank client to earn money on organizations by investing their own funds in advance.

Non-equity securities market

The scope of activities with documents of the type presented in the article is limited, as a rule, to work in a certain area. The absence of a centralized issue does not allow trading in non-equity securities. Nevertheless, on the Internet today you can find many records about the "non-equity securities market." As we understand, its existence is impossible, since non-issuance documents are not the object of purchase and sale and bargaining.

Conclusion

So, in the article we examined the main non-equity securities. Of course, to this type documents, other categories are also included, but the most popular in the Russian Federation are the four types described. Activity with securities is rather simple and operational. Let's hope that the legislator will not change these advantages in the near future.