Issue of securities is carried out. Securities classification, types and functions. Questions for self-control

Credit organizations may issue securities. An issue is a sequence of actions of an issuer established by law for the placement of issue-grade securities (Article 2 of the Law on the Securities Market).

In the Russian Federation, the issuance of shares and bonds by credit institutions is regulated by the same regulations. These include laws on joint-stock companies, on the securities market and on banks. Banks, issuing shares and bonds, are also guided by the Instruction on the rules for issuing securities.

The Instruction regulates in detail the issue of securities by a joint-stock bank, which can be carried out:

When establishing for the purpose of forming the authorized capital;

Increasing the size of the initial authorized capital by issuing shares;

Raising debt capital by issuing bonds

and other debt obligations.

A credit institution may issue registered and bearer securities. Registered securities of a credit institution may be issued only in non-documentary form, with the exception of cases provided for by federal laws. Bearer securities of a credit institution may be issued only in documentary form.

Banks can issue shares:

When creating a joint-stock bank;

To increase the authorized capital (issue of additional shares);

When consolidating and splitting already placed shares.

In the first case, all shares of the bank (the first issue of shares)

distributed only among its founders. The issue of shares to increase the authorized capital of a bank established in the form of a joint-stock company (re-issue of shares) can be carried out only after the shareholders fully pay all the shares previously issued by the bank. Splitting and consolidation of already placed shares is carried out by means of a new issue of shares of the same category without increasing the authorized capital. At the same time, during the placement process, previously placed shares are replaced by newly issued shares and, after registration of the results of the issue, are canceled.

The placement of shares can take place in the following ways:

1) acceptance from investors of contributions to the authorized capital of the bank in the form of bank buildings belonging to them, and if there is permission from the Board of Directors of the Central Bank of the Russian Federation - other property in non-monetary form. The composition of non-monetary funds contributed as payment for the authorized capital of the bank, and their amount (except for bank buildings) are determined by the Board of Directors of the Central Bank of the Russian Federation. The maximum amount of property in the form of banking buildings (premises) in the authorized capital of the bank being created should not exceed 20%;

2) sale of shares by concluding by the issuing bank with buyers of purchase and sale agreements for a specified number of shares for the currency of the Russian Federation and foreign currency. At the same time, the issuing bank may use the services of intermediaries (financial brokers) acting on the basis of commission or commission agreements with the issuing bank;

3) re-registration of previously contributed shares into shares - when the bank is transformed from a limited liability company into a joint-stock company;

4) capitalization of other own funds of banks in the manner prescribed by law and accrued but not paid dividends;

5) converting previously issued convertible securities into them - in accordance with the terms of their issue and the current legislation;

6) conversion of securities of reorganized banks into them;

7) consolidation of shares;

8) share splits.

The fact of the legality of issues of shares of commercial banks is the registration of the issue with the Central Bank of the Russian Federation. For registration, the issuing bank is obliged to submit an application for registration, a decision to issue securities, an issue prospectus, and other documents, the list of which is given in the Instruction on the Rules for Issuing Securities. During state registration of an issue of securities, they are assigned a state registration number.

A credit organization has the right to place bonds. Placement of bonds by a credit institution-issuer is carried out by decision of the board of directors (supervisory board) of the credit institution, unless otherwise provided by the charter of the credit institution-issuer. Issue of bonds is allowed only after full payment of the authorized capital. The nominal value of all bonds issued by a credit institution must not exceed the amount of the authorized capital or the amount of security provided to the credit institution by third parties for the purpose of issuing bonds.

The issue of shares and bonds by banks can take place in seven stages.

1. Making a decision on the issue of securities. The decision to issue securities is made either by the general meeting of shareholders or by the supervisory board of the bank.

2. Preparation of the issue prospectus. The issue prospectus is prepared by the board of the bank and signed by its chairman and chief accountant.

3. Registration of the issue of securities and the prospectus. To register an issue, the issuing bank submits the following documents to the Department for Licensing Activities and Financial Recovery of Credit Institutions of the Central Bank of the Russian Federation or to its territorial offices at its location:

Application for registration;

Extracts from the minutes of the meeting of shareholders or the board at which the decision was made to issue securities;

Issue prospectus;

A document confirming the approval of this issue with the relevant institution of the Ministry of the Russian Federation for Antimonopoly Policy and Entrepreneurship Support (for banks with an authorized capital of more than 500 million rubles);

A copy of the payment order for the payment of tax on transactions with securities (for registration of the prospectus).

The Central Bank of the Russian Federation may refuse to register an issue of shares in a number of cases, an exhaustive list of which is given in the Instruction on the Rules for the Issue of Securities. Among them, violation by the issuing bank of the legislation on securities, the procedure for compiling and processing registration documents for the issue of securities, failure to submit within 30 calendar days at the request of the registering authority all documents necessary for state registration of an issue (additional issue) of securities or registration of a prospectus securities, etc.

A refusal to register an issue of shares may be appealed to the Central Bank of the Russian Federation or in court. The rules for keeping records and reporting on operations with securities for banks are established by the Ministry of Finance of Russia jointly with the Central Bank of the Russian Federation.

4. Publication of the prospectus. The issuing bank publishes it in the form of a separate brochure with a circulation of at least 50,000 copies. At the same time, he informs through the mass media about the issue of securities he is conducting.

5. The sale of issued securities begins after the registration and publication of the issue prospectus.

6. Registration of the results of the issue is carried out upon completion of the sale of securities. The issuing bank analyzes its results and draws up a report on the results of the issue, signed by the chairman of the board of the bank and submitted to the registering authority, which, within two weeks after its consideration, must (in the absence of claims against the issuer) register the report and the results of the issue. He issues to the bank a registration document, one copy of the registration report and confirms the state registration number of the securities issue. In case of refusal to register the results of the issue of securities, the registration authority must send a letter to the issuing bank, which clearly states the reasons for the refusal.

7. Publication of the results of the issue of securities should be made by the issuing bank in the same printed medium in which the notice of the issue was previously published, indicating the data that the bank considers appropriate to bring to the attention of the public, as well as the place where those who wish can familiarize themselves with the full release report.

Article 13 of the Federal Law of the Russian Federation No. 46-FZ dated 05.03.1999 “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market” establishes a limitation period for cases of recognizing an issue of securities as invalid - one year from the date of commencement of the placement of securities.

An analysis of the current regulatory framework allows us to conclude that commercial banks can act on the securities market in the following capacities:

As investors, i.e. carry out transactions with securities on its own behalf and at its own expense;

As issuers in the broad sense of this concept, i.e. issue both issuable and non-issuable securities;

As professional participants in the securities market.

Securities are exchange goods with which various kinds of transactions are made. Such transactions of banks in the stock market are made with the aim of making a profit due to changes in the exchange rate of securities over time.

The main way to classify exchange transactions is their division into cash and urgent, the basis of which

is the term for the transfer of securities.

Cash transactions, or transactions for cash, are made for the purpose of acquiring securities and, from a legal point of view, are contracts of sale. The execution of such a transaction (carried out outside the exchange) should follow within a few days after its conclusion.

Futures transactions, unlike cash transactions, provide for a certain period of time between the conclusion of a transaction and its execution. In accordance with the rules of the exchange, the execution date can be either the last day of the month or its middle. The execution of transactions within the established time frame is called liquidation. Futures transactions must be executed within the period specified in the contract and at the price fixed in it.

There are three main types of simple futures transactions:

1) purchase with the transfer of securities by a certain date. The performance of the contract is timed to coincide with it without any other condition. This transaction differs from the cash one only by the execution time;

2) purchase with daily transmission. In this case, the buyer has the right to demand the transfer of securities before a certain date on a daily basis at its discretion;

3) purchase with transfer by notification, when the seller has the right to transfer securities to the buyer before a certain period upon prior notification of him about it.

Among futures transactions, options and futures stand out.

An option is a type of forward transaction in which one of the parties - the buyer, by paying a fee (premium) to the seller, acquires the right to buy (sell) the underlying asset constituting the option at a specified price at a specified time, and the other party to the transaction - the seller - is obliged to fulfill it. on time at a certain price at the request of the buyer (Fig. 7).

Option features:

1) this is a type of exchange transaction in the form of an exchange contract for the purchase or sale of a specific type of securities at a fixed price within an agreed period;

2) the option is exercised at a price determined at the time of the transaction;

Rice. 7. Types of option transactions

3) the buyer pays the seller a premium in the amount of at least 5% of the transaction amount;

4) an option to purchase (sell) provides only the right, but is not an obligation to buy (sell) securities at a fixed price;

5) the object of the option is a contract, which includes the type of securities, their number, price, period and conditions for its execution;

6) within the established period of sale, the buyer of the option has the right to sell it at the current price to a third party.

Futures is a contract for the sale and purchase of an underlying asset (an agreement to receive funds based on a change in the price of the underlying asset) with the fulfillment of obligations on a specified date in the future, the terms of which are determined by the specification of the trade organizer.

The terms of the futures deal are developed by the exchange itself. They are standard for each type of asset (securities). In the conditions of futures transactions, the volume of the transaction, time, place and method of delivery are strictly defined. The only variable is the price. The same terms and conditions of futures transactions make them highly liquid, which made it possible to form a wide market for futures contracts.

An offset transaction is the opposite transaction in relation to the previously completed one. So, the seller of the futures must buy the same futures contract, and the buyer must sell.

The performance of such actions allows you to close your exchange futures position and no longer bear obligations to fulfill the contract, which are shifted to new counterparties.

There are types of transactions with a premium that allow you to limit losses when making futures transactions (Fig. 8).

Rice. 8. Types of transactions with a premium

A deal with a premium gives one party, for the payment of a certain remuneration (premium) to the other party, the right to choose one of several options for the intended actions: to fulfill the contract or withdraw from it. The premium is paid up front at the conclusion of the transaction or at the time of execution, together with a statement as to whether the party will exercise its right of choice or not.

Report deport. This transaction consists in the fact that one party (the deporter) sells to the other (the reporter) a certain amount of specific securities and undertakes to redeem them at the rate of the day at a certain moment, while the reporter acquires this quantity of securities from the deporter and undertakes to sell them to the deporter at the rate day at the specified time.

A multiple transaction consists in the fact that the party whose assumption of a change in the exchange rate was realized and it turned out to be a winner has the right to oblige (according to its needs and capabilities) the losing counterparty to buy (sell) a multiple, i.e. increased by two, three, five times or more (the limit value is usually set at the conclusion of the transaction), the number of securities in relation to the stipulated one.

A simple transaction with a premium consists in the fact that one or both parties stipulate the right, in case of unfavorable changes in the exchange rate of securities, to refuse to complete the transaction or terminate it by paying the partner the stipulated amount (premium). Any transaction with a premium can be defined as a report-deport, supplemented by a condition on the payment of compensation, or as an option. The smaller the amount of compensation, the more profitable it is for the party that has stipulated for itself the right to use it.

A prolongation transaction is either an option or a report deport, supplemented by a condition on the right of the losing party to demand a delay in the execution of the transaction for a certain period.

Rack. When making this transaction, one party (the buyer of the rack) undertakes to transfer to the other (its seller) the stipulated amount of money if, by the date agreed by the parties, the rate of specific securities will be in a certain range. The seller of the rack undertakes to pay the same amount to the buyer if their exchange rate is outside the extreme values ​​​​of this range.

A double-edged deal. When this transaction is made, the payer of the premium acquires the right to deliver by the stipulated date a certain number of shares at the highest agreed price, or to demand by this date a certain number of securities at the lowest agreed price, or to withdraw from execution. Unlike the rack, in this case, the premium is paid for a possible deviation from one of the two actions, and not for the very right to choose. Essentially this deal is a combination of shelving and a simple premium deal.

A demand transaction consists in the fact that the payer of the premium acquires the right to demand on any day before the liquidation period the acceptance of securities by the other party (or transfer, depending on the condition). The transaction is executed not on the day when the claim was submitted, but on the liquidation period at the exchange rate of the day of the claim. The calculation of the payer is to choose the day when a favorable exchange rate occurs.

A difference trade, by its nature, refers to a bet that is won by the one who is better informed about the state of the market and the circumstances that can influence it. If in the rack the dispute is about the price range and the specific value of the course, then in the transaction for the difference the dispute concerns only specific values ​​of the course. Each participant in the transaction under consideration announces his forecast regarding the rate of certain securities on a specified date and undertakes, upon its occurrence, to pay the other party the difference between the rate he named and the rate of the day.

A bank savings book to bearer is a bearer security issued by the issuing bank in case of depositing funds and certifying the right of its bearer to dispose of them, deposit new amounts of money with a reflection of this fact in the savings book and receive interest remuneration accrued for the use of funds from specified frequency and at a specified rate. Article 843 of the Civil Code contains rules on the bearer savings book. A bank savings book to bearer certifies the fact that the bank and the depositor have concluded a bank deposit agreement, and, consequently, all those rights that are provided for by the legislation for the depositor (Article 834-842 of the Civil Code).

The transfer of a savings book means the transfer of the rights of claim from the issuing bank of the funds in the account indicated in it.

The concept of "security" can be considered from an economic and legal point of view. The Civil Code of the Russian Federation states that this is a document of the established form, certifying the property rights of the holder to a share in the enterprise. As an economic category, the Central Bank has a number of separate characteristics. Their classification helps to reveal the essence, types and rules of circulation.

essence

A security is a certificate certifying the owner's rights to property, the sale or transfer of which is carried out only upon presentation of the document. Action is a prime example. The certificate holder has the right to receive a part of the organization's profits and assets in the event of its liquidation. As a legal category, the Central Bank certifies the rights to own, manage, transfer or receive property.

Sign of the issuance security:

• establishes a set of rights;
• issued in issues;
• has the same volumes, terms for the implementation of rights, regardless of the time of purchase of the certificate.

As an economic one, it is characterized by liquidity, profitability, exchange rate, and reliability. Certificates are issued (issued), sold and bought, and also redeemed (cancelled).

Kinds

A well-designed classification of signs allows you to correctly organize the accounting of transactions with the securities, control their movement and effectively use them in circulation.

Issuable securities and issuing activities

In Art. 143 of the Civil Code of the Russian Federation presents a list of certificates that are issued in large quantities on special forms with mandatory details. Issued securities are shares, bonds, checks, savings certificates, bills of lading. Let's consider them in more detail.

Stock- these are securities that secure the holder's rights to receive part of the income in the form of interest and participate in the management of the organization.

Bonds are emissive securities confirming the owner's right to receive the nominal value of the certificate and fixed interest income within the period specified in the document.

Deposit certificate- this is a certificate of the bank in writing about the deposit of funds, certifying the right of the holder to receive the money back after a certain period, as well as interest.

Bill of lading is a document that contains the terms of the contract for the carriage of goods.

What threatens the provision of false information when issuing securities?

Answer: The inclusion of false information in documents is an independent basis for refusing state registration of an issue of securities.

What is a share placement decision?

Answer: The decision on the placement of shares is recognized as the decision of the authorized management body of the joint-stock company, which determines the conditions for the issuance of shares (securities), incl. the number of securities, the nominal value, the circle of persons among whom the placement of shares (securities) takes place, the timing of such placement, etc.

Which body of the joint-stock company is authorized to decide on the placement of shares, and is the participation of all shareholders mandatory for this?

Answer: With the exception of a number of cases, the decision on the placement of shares is made by the general meeting of shareholders. To make a decision on the placement, the presence of half of the shareholders (50% + 1 share) at the meeting is sufficient, the decision is made by a simple majority of votes.

What could be the reasons for refusal in the state registration of the issue of shares?

Answer: The following independent grounds have been established as grounds for refusing state registration of an issue of shares:

• violation of the requirements of the legislation of the Russian Federation on securities;
• non-compliance of documents submitted for state registration of the issue of shares (securities) with the requirements of the Federal Law “On the Securities Market” and “Standards for the Issue of Securities and Registration of Securities Prospectuses”, approved by Order of the Federal Financial Markets Service of the Russian Federation dated January 25, 2007 No. 07-4 / pz -n;
• failure to submit within 30 days at the request of the registration authority all the documents required for state registration of the issue of shares (securities);
• non-compliance of the financial consultant on the securities market, who signed the securities prospectus, with the established requirements;
• entering in the documents submitted for the state registration of the issue of shares (securities) false information or information that does not correspond to reality (inaccurate information).

Where can I appeal a refusal to state registration of a share issue?

Answer: A refusal to state registration of an issue of securities may be appealed to a higher official of the Financial Markets Service of the Bank of Russia or to the Arbitration Court.

How is the payment for shares and the valuation of property contributed by the participants of the company made? Is it necessary to invite an independent appraiser?

Answer: Payment for shares can be made both in monetary and non-monetary means by transferring them to a joint-stock company for inclusion in the authorized capital. When paying for shares (securities) with non-monetary funds, the price of such property must be established by the Board of Directors of the joint-stock company based on the market value. The involvement of an independent appraiser for this purpose is necessary due to the fact that when registering a report on the results of the issue of securities, the registering authority requires the submission of a report on the valuation of property contributed as payment for shares (securities).

Is it possible to issue additional shares in the absence of a provision on declared shares in the company's charter, and what is the procedure for amending and supplementing the charter?

Answer: No, an additional issue of shares is allowed only if the charter of the joint-stock company contains relevant provisions on the number of shares that the company can issue additionally (declared shares). Such amendments to the charter are made in accordance with the general procedure by a decision of the general meeting of shareholders.

How is the distribution of additional shares among the participants of the company and is it possible to change the shares of shareholders in the authorized capital of the company?

Answer: The current legislation provides for various ways of placing additional shares (securities), including by subscription and by distribution among shareholders. Without going into details, we can say that shares (securities) of the additional issue can be distributed among shareholders in proportion to their share (i.e. the share of shareholders does not change), or can be distributed only to individual shareholders and / or third parties, which will entail a change in the shares of shareholders. It should be noted that in a number of cases a pre-emptive right to acquire additional shares (securities) is provided.

What is the issue of shares carried out by converting them, and how is the placement of securities in this case?

Answer: The issue of shares, carried out by conversion, is the transformation of a share with one characteristic into a share (shares) with another characteristic. The conversion can be carried out in the form of a change in the nominal value of shares (there is a change in the size of the authorized capital), a change in the number of shares, i.e. several shares are converted into one (consolidation) or one share is divided into several (split). In the last two cases, there is no change in the size of the authorized capital, i.e. the nominal value of shares after conversion depends on the ratio of their number to the authorized capital. For example, the authorized capital of a company is 10,000 rubles and is divided into 100 shares of 100 rubles each. Suppose a company decided to consolidate shares and make one out of two shares. Thus, after the conversion, the authorized capital of the company will be the same 10,000 rubles, but will be divided into 50 shares of 200 rubles each. As well as the method of conversion, it is possible to change the rights of authorized shares. The placement of securities takes place on the same day by performing an operation in the register (information on old shares is changed to information on new shares).

What are the consequences of losing the register of participants in the company and is it possible to issue additional shares before its final restoration?

Answer: The register of shareholders is the only document certifying the ownership of shareholders to their shares. Accordingly, the loss of the register of shareholders means the impossibility of reliably fixing the composition of shareholders and the number of shares owned by them. The foregoing makes it impossible for the general meeting of shareholders to make decisions until the register is restored. It is also impossible to place securities until the specified moment, because. placement of securities takes place exclusively through operations in the register of shareholders.

In what cases is the issue of shares (securities) accompanied by the registration of a prospectus?

Answer: The issue of shares is accompanied by the mandatory registration of a securities prospectus in cases where the shares are placed by open subscription or by closed subscription among a circle of persons exceeding 500 people, and also if the amount of funds raised during the year is more than 200 million rubles. At the discretion of the issuer, the issue of securities may be accompanied by the registration of a prospectus and without compliance with these conditions.

Are there any restrictions on the number of shares issued?

Answer: The current legislation establishes a limit on the number (percentage ratio) of preferred shares issued - the nominal value of all preferred shares should not exceed more than 25 percent of the authorized capital. There are no other restrictions.

What are the consequences of denial of state registration of a report on the results of an issue (additional issue) of securities and recognition of the issue as invalid.

Answer: If the state registration of the report on the results of the issue (additional issue) of securities is refused and the issue is declared invalid, the placed securities are also recognized as invalid and cease to exist as such. Accordingly, funds or property contributed as payment for securities must be returned to the persons who paid for the securities.

The release of securities into circulation is called an issue or initial placement. Securities are issued in the following cases:

1) when creating a joint-stock company (shares);

2) with an increase in the size of the authorized capital (shares);

3) when attracting borrowed capital (bonds).

The issue of securities can be carried out in two forms:

1. By partial placement, i.e. by closed subscription among a limited number of investors

2. By public offering among an unlimited number of investors

The circulation of securities takes place on the securities market, i.e. circulation is an economic relationship to change the owner of securities. There are the following types of securities markets:

1) primary, where the primary placement of securities (issue) takes place. This may be in a commercial bank, in government bodies, enterprises, joint-stock companies.

2) secondary, where the secondary placement of securities is carried out, i.e. appeal. The secondary market may be:

a) stock exchange - this is the activity of the stock exchange;

b) over-the-counter - these are transactions with securities outside the stock exchange (commercial banks, joint-stock companies, investment companies).

primary market is the economic space that a security travels from its issuer to its first purchaser.

In the primary market, any person with the required status can obtain borrowed capital by issuing bonds. When issuing shares, an issue prospectus (declaration) must be published, which contains reliable and complete information about the nature of the JSC's activities, the number of shares, their types, how many will be sold. In Russia, large CBs play an important role in the primary market.

The issuance of securities to the primary market implies the following requirements:

1) the issuer must take care that there is a demand for securities, it must be liquid, consultations with stock market professionals are necessary

2) there must be a guarantor who, together with the issuer, will share responsibility for the issue.

3) the issuer must register the entire issue of securities with the relevant government agency, pay the issuance tax and publish the necessary information about the issue.

The price of shares in the primary market can be determined by the issuer, also taking into account supply and demand.

Currently, there are securities on the primary market:

1) securities offered by CB

2) securities of other JSCs

3) securities from the state.

Secondary securities market- this is the sphere of circulation of securities, where they fall after they are sold by the first owner.

The secondary market may be:

1) disorganized or OTC

2) organized or stock exchange

in many countries, the bulk of securities "85% is sold on the over-the-counter market, and on the stock market" 15%, however, it is the exchange market, where higher-quality, most important securities are concentrated, that determines the situation and the process of development of the financial market.

OTC market has the following features:

1) many sellers of securities (CBs, investment funds, insurance companies, brokerage firms, enterprises);

2) there is no single exchange rate for identical securities;

3) trading in securities is carried out simultaneously at different points (on the street, in offices);

4) there is no single center organizing this trade;

5) there is no exact information about prices from various sellers, in different cities.

In Russia, investment funds and CBs currently operate on the OTC market.

OTC Markets may be in the following forms:

1) simple auction markets

2) continuous auction markets

3) dealer markets

The main characteristics of the secondary market:

1) depth is determined by the volume of supply or demand

2) width at each specific price level

3) resistance level

Resistance characterizes the price range in which market participants are willing to buy or sell securities. The wider this range, the more likely it is that the market will be liquid. The more people want to buy or sell a security at a specific price, the larger the volume of their orders, the wider and deeper the secondary market.

Participants in the secondary securities market, stock market can be subdivided:

1) by the nature of economic behavior

a) the state;

b) population;

c) commercial organizations - are divided into financial(CBs, investment banks, insurance funds, investment funds, pension funds) and non-financial JSC

2) by level of professionalism- there are professional institutions that have a license and non-professional

3) by type of securities activity

4) in relation to the citizenship of a particular country

Questions for self-control

1. Define a security.

2. In what form can securities exist?

3. List the properties of securities.

4. What are the degrees of securities reliability?

5. What types of securities are in circulation in the Russian Federation?

6. What are derivative securities?

7. Describe corporate securities.

8. What is the difference between a stock and a bond?

9. What determines the share price?

10. Name the types of government securities.

11. Give the characteristic of the bill.

12. What is the difference between a promissory note and a bill of exchange?

13. What are the functions of a bill?

14. Name the participants in the securities market.

15. Who can be an issuer of securities?

16. Name the composition of investors.

17. How is the issue and placement of securities carried out?

18. Describe the primary and secondary securities market.

The commodity world is divided into two groups: the actual goods (services) and money. Money, in turn, can simply be money and capital, that is, money that brings in new money. There is always a need to transfer money from one person to another. Markets have developed two main ways to transfer money - through the process of lending and through the issuance and circulation of securities.

Securities are not money or tangible goods. Their value lies in the rights they give to their owner. The latter exchanges his commodity or his money for securities only if he is sure that this paper is not nearly worse, but even better, than the money or commodity itself.

A security is a special commodity that circulates on a special, its own market - the securities market, but has neither material nor monetary consumer value, that is, it is neither a physical product nor a service. In an expanded sense, a security is any document (paper) that is sold and bought at the appropriate price.

A security is a document that expresses the property and non-property rights associated with it, can independently circulate on the market and be the object of purchase and sale and other transactions, serves as a source of regular or one-time income. Thus, securities act as a kind of money capital, the movement of which mediates the subsequent distribution of material values.

The Civil Code of the Russian Federation contains a classic definition of a security. “A security is a document certifying, in compliance with the established form and obligatory details, property rights, the exercise or transfer of which is possible only upon its presentation.”

The security must contain the mandatory details provided by law and comply with the requirements for its form, otherwise it is invalid. Details of a security can be conditionally divided into economic and technical. Technical details - numbers, addresses, seals, signatures, names of service organizations, etc. Economic details: form of existence (paper or paperless), period of existence, ownership, obligated person, denomination, granted rights.

The features of a security are:
1. Documentation - a security is a document, that is, a record of legal significance officially drawn up by an authorized person in accordance with the details.
2. Embodies private rights. A security is a monetary document that can express two types of rights: in the form of the title of the owner and as the ratio of the loan of the person who owns the document to the person who issued it.
3. Necessity of presentation - the presentation of a security is obligatory for the exercise of the rights enshrined in it.
4. Negotiability - a security may be the object of civil law transactions.
5. Public reliability - in relation to the holder of a security, the person liable for it may raise only such objections that arise from the content of the document itself.
6. A security is a documentary evidence of the investment of funds. Thanks to her, monetary savings become material objects.

CLASSIFICATION OF SECURITIES

The classification of securities is their division into types according to certain characteristics that are inherent in them. In turn, species can in some cases be divided into subspecies, and they are even further. Each lower classification is part of a higher classification. For example, a share is one of the types of securities. But the share can be ordinary and preferred. An ordinary share can be single-voted or multi-voted, with par value or without par value, etc.

Securities can be classified according to the following criteria:
1. By the period of existence: urgent (short-term, medium-term, long-term and revocable) and unlimited.
2. According to the form of existence: paper (documentary) or paperless (uncertificated).
3. By form of ownership: bearer (bearer securities) and registered, which contain the name of their owner and are registered in the register of owners of this security.
4. According to the form of treatment (order of transfer): transferred by agreement of the parties (by delivery, by assignment) or order (transferred by order of the owner - endorsement).
5. According to the form of issue: issue or non-issue.
6. By registerability: registered (state registration or registration of the Central Bank of the Russian Federation) and unregistered.
7. By nationality: Russian or foreign.
8. By type of issuer: government securities (these are usually various types of bonds issued by the state), non-government or corporate (these are securities that are put into circulation by companies, banks, organizations and even individuals).
9. By negotiability: marketable (freely tradable), non-marketable, which are issued by the issuer and can only be returned to him (cannot be resold).
10. According to the purpose of use: investment (the purpose is to generate income) or non-investment (serve the turnover in the commodity markets).
11. By risk level: risk-free or risky (low-risk, medium-risk or high-risk).
12. By the presence of accrued income: income-free or profitable (interest, dividend, discount).
13. At face value: constant or variable.
14. By the form of capital raising: equity (reflecting a share in the authorized capital of the company) and debt, which are a form of borrowing capital (cash).

TYPES OF SECURITIES

Securities are divided into 2 classes: basic securities and derivative securities (derivatives).

Basic securities are papers based on property rights to an asset, usually goods, money, capital, property, various kinds of resources, etc. Such securities include: shares, bonds, promissory notes, bank certificates, bills of lading , check, warrant, mortgage, shares of mutual funds and others.

The main securities can be divided into primary and secondary.
1. Primary is based on assets, which do not include the securities themselves (assets-backed). This is, for example, a share, a bond, a bill, a mortgage.
2. Secondary - these are papers on the securities themselves: warrants, depositary receipts, etc.

Stock- this is a security issued by a joint-stock company and securing the rights of its owner (shareholder) to receive part of the profit of the joint-stock company (JSC) in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. As a rule, shares are divided into two groups: ordinary shares and preferred shares.

Bond is a security that is a debt obligation for the return of an invested amount of money after a specified period with or without payment of a certain income. If a government issues a bond, then such a bond is called a government bond. If local self-government - then municipal. Legal entities also issue bonds: banks - bank bonds, other companies - corporate.

bill of exchange(from German Wechsel - exchange) - a security in the form of a long-term obligation, drawn up in writing in a certain form, certifying the unconditional obligation of the drawer (promissory note), or an offer to pay to another payer specified in the bill (transfer bill) upon the occurrence of the stipulated promissory note term a certain amount of money.

bank certificate- a security that is a freely tradable certificate of a cash deposit (deposit - for legal entities, savings - for individuals) in a bank with the latter's obligation to return this deposit and interest on it after a specified period in the future.
A bank savings book to bearer is essentially a kind of bank certificate (along with deposit and savings certificates).

Bill of lading- a security, which is a document of a standard form accepted in international practice, which contains the terms of the contract for the carriage of goods by sea, certifying its loading, transportation and the right to receive it. Types of bills of lading: linear, charter, coastal and onboard.

Check- a security that certifies a written instruction of the issuer of the check to the bank to pay the holder of the check the amount of money specified in it during the period of its validity. A check drawer is a legal entity that has funds in the bank, which it has the right to dispose of by issuing checks, and a check holder is a legal entity in whose favor a check is issued. Checks are of the following types: nominal, order and bearer.

Warrant- a) a document issued by the warehouse and confirming the ownership of the goods in the warehouse; b) it is a security that entitles its owner to buy a certain number of its shares (bonds) from a given issuer at a price set by him within a certain period of time.

Mortgage- this is a registered security, certifying the rights of its owner in accordance with an agreement on mortgage (mortgage of real estate), to receive a monetary obligation or the property specified in it.

Investment share- a registered security certifying the share of its owner in the ownership of the property constituting a unit investment fund.

depository receipt- this is a security, indicating the ownership of a certain number of shares of a foreign issuer, but issued for circulation in the investor's country; it is a form of indirect purchase of shares of a foreign issuer.

A derivative security or derivative is a non-documentary form of expressing a property right (obligation) arising in connection with a change in the price of the exchange-traded asset underlying this security. Derivative securities include: futures contracts (commodity, currency, percentage, index, etc.), freely tradable options and swaps.

futures contracts(commodity, currency, percentage, index, etc. - obligations to buy or sell goods at a certain time in the future at a price set today). The conclusion of a futures contract is not a direct act of purchase and sale, i.e. the seller does not give the buyer his goods, and the buyer does not give the seller his money. The seller undertakes to deliver the goods at the price fixed in the contract by a certain date, and the buyer accepts the obligation to pay the corresponding amount of money. To guarantee the fulfillment of obligations, a deposit is paid, which is kept by the intermediary, i.e. an organization that conducts futures trading. Futures become a security and can be repurchased many times during the entire period of validity.

Option is a security that is a contract, the buyer of which acquires the right to buy or sell an asset at a fixed price within a certain period of time or refuse to deal, and the seller undertakes, at the request of the counterparty, to ensure the exercise of this right for a monetary premium. The option gives the right to choose (option), this gave the name to this security. An option, unlike a futures contract, gives the purchaser a right, not an obligation. Options are exercised if they are out-of-pocket options at the time of exercise.

Swaps represent an agreement between two parties to exchange underlying assets or payments for these assets in the future in accordance with the conditions specified in the contract. Swaps are currency, interest, stock (index) and commodity.

Swaps have a number of significant advantages for investors, the main of which is the ability for investors to reduce currency and interest rate risks, make a profit on the difference between interest rates in different currencies, and reduce the cost of managing a portfolio of securities.

All types of swaps are OTC contracts, they are not traded on the exchange and their liquidity is provided by special intermediaries - banks (often called swap banks) and dealers. A feature of these types of derivative securities is that their circulation is not regulated by the state, the main place in the swap market is occupied by banks participating in these transactions.

PROPERTIES OF SECURITIES

A security is a form of existence of capital, different from its commodity, productive and monetary forms, which can be transferred instead of itself, circulate on the market like a commodity and generate income. Properties of securities:
1. Negotiability - the ability to be bought and sold on the market, and in many cases to act as an independent payment instrument.
2. Availability for civil circulation - the ability of a security to be the object of other civil transactions.
3. Standard and serial.
4. Documentation - a security is always a document, and as a document it must contain all the mandatory details provided for by law.
5. Regulatory and state recognition.
6. Marketability - are inextricably linked with the relevant market, are its reflection.
7. Liquidity - the ability of a security to be quickly sold and converted into cash.
8. Risk - the possibility of loss associated with investments in securities and inevitably inherent in them.
9. Mandatory performance.
10. Yield - characterizes the degree of realization of the right to receive income by the owner of the security.

FUNCTIONS OF SECURITIES

Securities perform a number of socially significant functions:
1. They have a pronounced information function, they testify to the state of the economy. Stable prices of securities or their increase, as a rule, testify to a normal economic situation.
2. They play an important role in the flow of capital between different sectors of the economy (redistributive function).
3. Used to mobilize temporarily free cash savings of citizens (mobilizing function).
4. Used to regulate money circulation (regulatory function).
5. Banks, enterprises and organizations use securities as a universal credit and settlement instrument (settlement function).

Issue of securities

An issue is a set of procedures established by law that ensures the placement of securities between investors. Its purpose is to attract additional financial resources by the issuer on loan terms (in the case of a bond issue) or by increasing the authorized capital (in the case of a share issue), but this is done according to the rules and under the control of the state represented by its bodies regulating the securities market.

The issue is usually carried out by attracting professional participants in the stock market, who are called underwriters, who, under an agreement with the issuer, assume certain obligations to issue and place its securities for an appropriate fee.

From the point of view of priority, emission is usually divided into primary and secondary. An initial issue occurs either when a commercial entity first issues its securities, or when a security is issued by that entity for the first time.

A subsequent issue is a repeated placement of certain securities of a given commercial organization. According to the method of placement, the issue can be carried out by distribution, subscription and conversion.

Securities conversion

Conversion is the placement of one type of security by exchanging it for another on predetermined conditions. Participation in the conversion can be accepted only by persons who, prior to its implementation, have ownership rights to already placed securities. Conversion can be divided into the following types:
a) conversion of shares into shares with a higher par value,
b) conversion of shares into shares with a lower par value,
c) conversion of shares into shares with other rights,
d) converting bonds into shares,
e) converting bonds into bonds,
f) conversion of securities during the reorganization of commercial organizations.

The conversion of ordinary shares into preference shares of any type is prohibited. In addition, the legislation of the Russian Federation on securities does not provide for the possibility of converting shares into bonds, which in fact also means that such a conversion is prohibited.

STOCKS AND BODS MARKET

The securities market is a system of economic relations between those who issue and sell securities and those who buy them. Participants in the securities market are issuers, investors and investment institutions. Companies that issue and sell securities are called issuers.

The stock market is an institution or mechanism that brings together buyers (demanders) and sellers (suppliers) of stock values, i.e. valuable papers. The concepts of the stock market and the securities market are the same.

According to the definition, the goods circulating in this market are securities, which, in turn, determine the composition of the participants in this market, its location, operation procedure, regulation rules, etc.

In a market economy, the securities market is the main mechanism for the redistribution of monetary savings. The stock market creates a market mechanism for the free, albeit regulated, flow of capital into the most efficient sectors of the economy.