See what “Security” is in other dictionaries. Concept and types of securities
A security is a document certifying in compliance with the established form and mandatory details property rights, the implementation or transfer of which is possible only upon its presentation.
With the transfer of a security, all rights certified by it are transferred in the aggregate (Article 142 of the Civil Code of the Russian Federation).
The main features of a security are:
Compliance of the document with the established requirements for the form and content of details. The absence of the required details of a security or the non-compliance of the security with the form established for it entails its nullity;
Securing in a document the property rights that the legal owner of the paper has. In some cases, a security may contain an indication not only of property rights, but also of other rights. Exclusively moral rights cannot constitute the content of a security;
The exercise of the rights enshrined in the document and their transfer to another person can only be carried out upon presentation of the document. This ensures a fairly strict connection between the “right to the document” and the “right from the document.”
However, even if these signs are present, a document can be classified as a security only if it is directly indicated by special laws or in the manner prescribed by them.
A security belongs to the category of movable and indivisible things. Depending on the type and form of issue, securities can act both as generic and as individually defined things. Securities can be classified according to various criteria.
Thus, according to the type of obligation they contain, the papers can be monetary (bill of lading, check, bond, deposit or savings certificate), corporate (shares), title of title (bill of lading, warehouse receipt, mortgage).
According to the method of issue, emission and non-emission securities are distinguished. The first includes securities that certify the equal rights of holders of one issue and are issued (issued) en masse by special issuers for circulation on the organized market (shares, bonds and securities derivatives from them).
According to the method of determining the person authorized by them, they are divided into registered, order and bearer.
The rights certified by a registered security belong to the person designated on the document. The debtor indicated in the paper is obliged to fulfill the obligation to this person. To do this, the debtor under the paper must verify the identity of the person who presented the paper with the person indicated in the paper. In some cases, creditors of registered securities are also additionally identified in the accounting documents (registers) of the debtor. For example, the owner of a registered share can exercise his rights if he is included in the register joint stock company.
The rights belonging to the owner of a registered security can be transferred to another person in the manner established for the assignment of rights, i.e. by making a special transaction to transfer the right to another person (assignment transaction) according to the rules established by Chapter. 24 Civil Code of the Russian Federation. In cases where it is necessary to enter the owner of a security into the register, rights are transferred only when a corresponding entry about a change in owner is made.
Registered securities can be shares, bonds, bills, checks, bills of lading, deposits and savings certificates, double warehouse receipts.
The rights certified by an order security may belong to the person designated in it, as well as to another person appointed (specified) by the original owner. As a rule, such papers contain instructions about execution to such and such a person “or by his order (warrant).”
Rights under an order security are transferred by making a transfer note on the reverse side of the endorsement paper. An endorsement transaction is one of the types of transactions for the assignment (transfer) of a right, but differs from a regular assignment in that the person who made the endorsement (endorser) remains responsible to the subsequent legal owners of the security for the fulfillment of the obligation enshrined in it and bears joint liability with all endorsers and the main debtor on the security. The endorser can be freed from such liability by including in the endorsement the clauses “without recourse to me” or “without my responsibility”.
The endorsement may be by order (full), i.e. indicate the name of the person to whom the right under the paper is transferred, and a letterhead document that does not indicate the acquirer. In the latter case, the acquirer has the right to either fill out the form, entering his name or the name of another person, or, without filling out the form, make a new endorsement on his own behalf; or transfer the paper to another person without filling out the form. In the latter case, the procedure for transferring rights under an order security largely coincides with the procedure for transferring rights under bearer securities.
Order securities can be bills, checks, bills of lading.
Rights certified by a bearer security (bearer security) can be exercised by any person who is its actual owner. To do this, you only need to present it for execution. To transfer rights under such a document to another person, its simple delivery to that person is sufficient. Because of this, bearer securities have increased negotiability.
Bearer securities can be bonds, shares, checks, bank certificates, bills of lading. Such a security is savings book to bearer.
Currently, there are a significant number of securities in circulation, differing in the scope of their application, the nature of their use in circulation, etc. The Civil Code of the Russian Federation lists among the types of securities government bonds, bonds, promissory notes, checks, deposit and savings certificates, bank bearer savings books, bills of lading, shares, privatization securities. This list is not exhaustive. Legal regime various types securities has significant differences.
A bond is a security that gives its holder the right to receive from the person who issued the bond, within the period specified by it, the nominal value of the bond or other property equivalent. The bond also provides its holder with the right to receive a fixed percentage of the nominal value of the bond (Part 2 of Article 816 of the Civil Code of the Russian Federation). A bond formalizes a loan relationship between its owner and the person who issued it (the issuer).
There are bonds of state, municipal and commercial legal entities. Government bonds include domestic government currency bonded bonds and government savings loan bonds issued by the Ministry of Finance of the Russian Federation. Municipal bonds, unlike state bonds, are not included in the state domestic debt, the federal government is not responsible for them. Bonds of commercial legal entities are issued by joint stock companies.
Bonds can be freely tradable and with a limited circle of circulation, with or without collateral (collateral or otherwise), with a lump sum maturity and with redemption in series in certain deadlines, with a fixed or floating coupon rate, regular and convertible, i.e. transformable into shares.
A bill of exchange is a security that certifies a simple and unconditional obligation of the drawer to pay a certain amount (promissory note) or a simple and unconditional offer of the drawer to the payer specified in the paper to pay a certain amount of money to the holder of the bill (bill of exchange). Bill circulation is regulated Federal law dated March 11, 1997 “On bills of exchange and promissory notes.”
Citizens and legal entities can be obligated on both a transferable bill and a promissory note. Russian Federation, subjects Russian Federation, urban, rural settlements and others municipalities have the right to be obligated under a promissory note or a bill of exchange only in cases expressly provided for by federal law. For bills of exchange and promissory notes issued by these entities before the Law on Bills of Exchange and Promissory Notes came into force (before March 18, 1997), previously established obligations for their repayment are retained.
A check is a security containing an unconditional written order from the drawer to the bank to pay the holder of the check the amount specified in it. Check circulation is regulated by Art. 877-887 of the Civil Code of the Russian Federation, and in the part not regulated by the Civil Code of the Russian Federation, other laws and banking rules established in accordance with them.
Certificates of deposit and savings certificates are securities that represent the bank’s written evidence of a deposit. Money certifying the owner’s right to receive the deposit amount and interest on it within a specified period of time in any institution of this bank. Legal regulation of the circulation of bank certificates is carried out on the basis of Art. 844 of the Civil Code of the Russian Federation and the Rules for the issuance and execution of deposit and savings certificates, approved by the Central Bank on February 10, 1992.
A bearer bank savings book is a security document certifying entry into banking institution sum of money and the right of its owner to receive this amount in accordance with the terms of the deposit. Only citizens can be owners of such securities. The issuance and circulation of a bearer savings book is regulated by Art. Art. 834-843 of the Civil Code of the Russian Federation and the Law “On Banks and Banking Activities”.
A bill of lading is recognized as a document of title that certifies the right of its holder to dispose of the cargo specified in it and to receive the cargo after completion of transportation. It is used for maritime transport. When a bill of lading is drawn up in several original copies, the release of cargo according to the first presented bill of lading terminates the validity of the remaining copies.
A share is a security that certifies the right of its owner (shareholder) to receive the profit of the joint-stock company in the form of dividends, to participate in the management of the affairs of the joint-stock company and to part of the property remaining after liquidation. The issue and circulation of shares are regulated by the Civil Code of the Russian Federation (Articles 96-104), the Law on Joint Stock Companies, the Law on the Securities Market and other regulations adopted in the manner prescribed by these laws.
Uncertificated securities. Many rights traditionally reserved for paper media and components of the content of classical securities, in modern conditions recorded in another way (on magnetic or electronic media, etc.). The rules, formulated at one time based on paper documents and largely based on the idea of a security as a thing embodying a right, in many cases could not be applied to other information data that cannot be considered as a thing.
The widespread use of paperless recording methods in circulation, mainly in the field of securing corporate rights, required the determination of the features of their legal regime. In order to eliminate the legal uncertainty that has arisen, the Civil Code of the Russian Federation established that rights certified by a registered or order security may, in cases determined by law or in the manner established by it, be recorded by persons who have received special license, including without documentary form.
Russian civil legislation (Article 149 of the Civil Code of the Russian Federation) considers “uncertificated securities” as a special object legal regulation, representing certain rights of claim, recorded in a special manner prescribed by law. The rights certified by the said recording, the procedure for the official recording of rights and copyright holders, the procedure for documentary confirmation of records and the procedure for performing transactions with uncertificated securities are determined by law or in the manner established by it. Currently, shares and bonds are issued in book-entry form, including government bonds (GKOs - state treasury obligations, OFZ-PK - bonds federal loan with variable coupon income).
In this article we will analyze what belongs to securities, what types they are divided into and what properties they have.
Security concept
This is the name of a document that certifies, in compliance with the established form and mandatory details, property rights that are exercised or transferred only upon its presentation.
A security is a document that grants certain rights to its owner. Therefore, it is worth noting that these rights are protected by the state and are specified in the main regulations that regulate processes related to securities. The list of these documents includes 39 Federal Law “On the Securities Market” dated April 22, 1996, 208 Federal Law “On Joint Stock Companies” dated December 26, 1995. and Chapter 7 Civil Code RF "Securities". Accordingly, all the nuances associated with securities are spelled out in these legal documents.
Classification of securities
The classification of securities is quite diverse. First of all, it is possible to conditionally (since this division is not prescribed in the laws) distinguish between exchange-traded and over-the-counter securities - that is, not all securities can be bought/sold on the exchange. Moreover, even shares that are familiar to many are not always traded on the Moscow Exchange. About 300 shares of various companies are traded on the main Russian platform, and, naturally, there are much more joint-stock companies, and a significant part of them do not place shares on the stock exchange. But the main giants Russian business are present at exchange trading. The same situation is with bonds - they can also be either exchange-traded or over-the-counter. Of course, over-the-counter stocks and bonds can also be bought/sold, but this is quite difficult. Moreover, in such cases it will be a private transaction between buyer and seller, and in exchange transactions the guarantor of its legality is the exchange.
There are two types of securities: registered and bearer. Registered - those that contain information about their owner, which is recorded either in the register of owners or directly on the form itself. Moreover, in order to change the ownership of this type of securities, identification of their owner is necessary. In turn, what does “bearer” securities mean? The owner of such papers is the person who presented them. This means that the owner’s identification is not required to transfer ownership rights.
The main securities include:
· depositary receipts,
· bonds,
· bills,
· savings certificates,
· mortgages.
Shares, bonds and depositary receipts are traded on the Moscow Exchange. In turn, checks, mortgages and savings certificates do not qualify as exchange-traded securities.
Globally, securities are divided into two broad categories: equity and debt. Equity securities include securities that provide the right to control the fate of the issuer according to the share owned. The issuer is the organization that issued these securities, and the issue is the process of issuing them. Shares are classified as equity securities.
Debt securities are a document about the obligations of their issuer to pay their holder the corresponding amount or provide other assets in a certain quality and quantity. Debt securities include bonds - exchange-traded debt securities, and bills, savings certificates and checks can be classified as over-the-counter debt securities.
The term "check" means that the security is issued in paper or certificated form. There are also securities in book-entry form - existing in the form of corresponding entries in the register. Nowadays, stocks and bonds are traded on the stock exchange in book-entry form, and over-the-counter transactions are carried out through the execution of purchase and sale agreements, which serve as the basis for the transfer of ownership rights without direct transfer in paper form.
Main types of securities
Now that you have an idea of what securities are, let's talk in more detail about their main types, as well as the properties of each of them.
Stock. A share is an issue-grade security that evidences the investment of funds in the capital of a joint-stock company and secures the rights of its owner to receive part of the company’s profit in the form of , as well as to participate in management and part of the property remaining after the liquidation of the joint-stock company.
Since company profits are uneven (and distributed in the form of dividends), the value of shares can fluctuate greatly within even one year (this is called high volatility). Which, in turn, allows you to earn not only from receiving dividends (in current conditions, the dividend yield of shares averages 7-10% of their value), but also from the difference in buying and selling rates due to price fluctuations. Moreover, on the most liquid shares you can make money not only from an increase in their value, but also from a decrease. In this case, we are dealing with a so-called short position, which consists of taking shares from a broker, selling them, and then buying them cheaper and returning them to the broker, taking the financial difference. But it is worth considering that such transactions require more experience.
Shares, in turn, can be ordinary (ao - ordinary share, or “ordinary”) and preferred (ap, “prefs”). Ordinary shares carry a standard function, given in the legal definition, and preference shares do not provide their owners with the right to manage the company, but at the same time they give a preferential right to receive dividends. In addition, when a company is liquidated, the owners of preferred shares are reimbursed first, and only then the ordinary ones.
Rice. 1. Sberbank share price chart
Bonds. This is the name of an issue-grade security, which confirms that the holder has “loaned” the issuer, and therefore has the right to receive from the issuer within the prescribed period the par value of the paper (in the amount indicated in the documentation that accompanies the issue of the bond) and stated in it a percentage of this cost or other property equivalent. The bond may also provide for other property rights of its holder, if this does not contradict the legislation of the Russian Federation.
What do such securities provide? Bonds today represent an excellent alternative bank deposits, often surpassing them in profitability and having a number of similar characteristics:
· finality: payments of the principal debt on bonds occur on the maturity date;
· interest payments: most bonds are coupon, meaning payments are made every six months or quarterly.
But among other things, bonds can be bought and sold on exchange trading (a deposit cannot be sold), and their volatility is much less than that of shares, which makes it possible to easily buy and sell these securities at approximately the same price, receiving This is money for the holding period. For those who want to invest periodically (from their salary) amounts of money in exchange-traded assets, bonds will be an excellent choice.
Rice. 2. VTB bond price chart BO-43
Bonds, in turn, are discount and coupon. In the case of discount securities, bonds are issued cheaper than they are repaid, without interim payments (rare in practice). Coupons are issued and redeemed at the same value, but intermediate payments (coupon payments) occur. In practice, most securities are coupons.
Coupons can be either constant or variable - that is, depend on any factors. At the same time, the specifics of their changes are spelled out in the accompanying documentation (decision on issue and prospectus).
There are several types of bonds traded on exchanges:
· government bonds (OFZ), the guarantor of payments for which is the state itself;
· municipal - bonds of various regions, federal districts, cities, and so on - extremely reliable securities, offering slightly higher returns than;
Signs of a security
Formal features securities
Undocumented securities
Types of securities
Securities in the context of Russian legislation
Concept, elements and regulations securities market
Definition securities market and its main elements
Regulatory regulation of the securities market.
Entrepreneurial activity on securities market.
Definition and types professional activity on RCB
Licensing of professional activities for the securities market and combination of their types
Security— This a document certifying, in compliance with the established form and required details, property rights, the exercise or transfer of which is possible only upon presentation.
Security - financial instrument, issued by companies, financial and government organizations as a means of borrowing money and obtaining new capital. In the Civil Code of the Russian Federation, a security is defined as a document certifying, in compliance with the established form and mandatory details, property and obligatory rights, the exercise and transfer of which are possible only upon presentation. Securities include: stocks, bonds, bills, treasury bills bills, certificates of deposit, checks, bills of lading, documents confirming receipt of bank loan, promissory notes, wills, insurance policies, options, futures contacts, etc. Depending on the method of legitimizing a person as a subject of law, they distinguish: bearer papers (when the owner of the paper is the person holding the document); registered securities (containing the designation of the owner in the text of the document) and order papers (implying the ability to be transferred to another person by means of an endorsement on the reverse side of the document - endorsement).
Securities- documents of the established form with the relevant details that certify monetary or other property rights. Securities certify the relationship between the person who placed (issued) them and the owner, and also provide for the fulfillment of obligations in accordance with the obligations of placement, and the possibility of transferring the rights that arise from these documents to other persons.
Security- these are documents certifying ownership of a joint stock capital or other property, or debentures.
Security- this is a special product that circulates on its own market - the securities market. It has neither real nor monetary use value, i.e. there is no physical product, nor service.
Security- a document certifying, in compliance with the established form and required details, property rights, the exercise or transfer of which is possible only upon presentation.
Securities, How economic category- these are rights to resources that are isolated from their basis and even have their own material form(for example, in the form of a paper certificate, account records, etc.), and also having the following fundamental properties:
negotiability;
accessibility for civil circulation;
standard and serial;
documentary;
regulation and recognition by the state;
Signs of a security
In the legal literature, the following characteristics of a security are distinguished:
Documentary - a security is a document, that is, a record officially compiled by an authorized person in accordance with the details that has legal significance;
Embodies private rights - a security is valuable not in itself, but because it embodies subjective civil rights of a property (obligatory and proprietary) and possibly non-property nature;
Beginning of the presentation - presentation of the security is mandatory for the exercise of the rights enshrined in it;
Negotiability - a security can be the object of civil transactions;
Public reliability - in relation to the duly legitimized owner of a security, the person obligated under the security can only raise such objections that arise from the content of the document itself or relate to the validity of the document, or are based on the direct relationship between the debtor of the security and its owner.
In order to distinguish securities from surrogates who received Lately wide distribution, and also in order to distinguish ordinary civil property rights arising, for example, from contracts, from such an instrument as securities, it is necessary to highlight a set of characteristics that characterize a particular instrument as securities. First of all, as follows from the definition of a security (Article 142 of the Civil Code RF), a security certifies a property right.
Unfortunately, the efficiency of legal regulation of civil legal relations, for example, by presidential decrees or regulations of ministries and departments, often results in the emergence of instruments that do not have this characteristic and can, from a legal point of view, be classified as surrogate securities. In this case, a housing certificate can be used as an example. One of the rights that the owner of a housing certificate has is the right to enter into an agreement for the purchase and sale of an apartment.
Without going into the advisability of introducing such an instrument into civil circulation, I would like to note that the housing certificate in the form in which it is regulated by the Regulations on Housing Certificates has been turned into a fiction from a legal point of view. For example, the exercise of the right to conclude concessions The purchase and sale of an apartment by the holder of a housing certificate is possible only if a certain number of housing certificates are purchased. A separate certificate does not provide this right. Another example is treasury obligations, which are called securities only in the regulatory act of the Ministry of Finance RF. One of the rights that a KO holder can exercise is the right to receive the so-called tax exemption. Moreover, this tax benefit is not based on tax legislation, the right to receive the specified tax exemption in itself can hardly be classified as a civil property right. In this case we're talking about, in essence, is about the offset of obligations regulated by different industries. Legislation, one of which is debt to federal budget- subject to civil regulation legislation is not.
Such instruments can be called “legalized surrogates”.
It is also necessary to distinguish the so-called legitimation marks from securities. Postage stamps, travel tickets, theater tickets, and other legitimation marks do not qualify as securities. Such instruments, even embodying property rights, as a rule, incompletely and inaccurately record the obligation contained in the specified instrument, and do not define the subject of the obligation.
The second feature that characterizes a particular instrument as a security is a formal feature: the security must be named as such either in the Civil Code code, or, as provided in Art. 143 of the Civil Code of the Russian Federation, is classified by laws on securities or in the manner prescribed by them as securities. It seems that the previously existing norm of the Fundamentals of Civil Legislation was more formalized, since a particular instrument could be classified as a security if this was indicated in law, Decree president or government decree.
The draft adopted in the third reading law The Russian Federation “On the Securities Market” refers the qualification of securities to the competence of the Federal Commission for Securities and Share Market. However, the procedure for making such decisions has not been defined. It seems obvious that such a decision should be made not by an individual legal act, but by a normative act. Unfortunately, there are no such guarantees. In addition, this provision of the law will give a new impetus to the development of departmental rule-making.
Currently, some securities, for example gold certificates, housing certificates, are recognized as securities on the basis of, respectively, Resolution of the Government of the Russian Federation of September 25, 1993 N 980 and Decree president RF dated June 10, 1994 N 1182. The Civil Code of the Russian Federation does not classify these instruments as securities. securities regulation has also not yet been adopted. In this regard, the question arises as to whether these instruments can be considered as securities. It seems that the answer should be positive, since in Part 2 of Art. 4 of the Law of the Russian Federation "On the entry into force of part one of the Civil code Russia" it is established that the normative acts of the President of Russia and the Government of the Russian Federation on issues that, according to part one of the Code, can only be regulated by federal laws, issued before the entry into force of part one of the code, are valid until the entry into force of the relevant laws.
The third criterion, necessary for classifying certain instruments as securities, is currently the most relevant and controversial. The identification of this feature became possible in connection with the development of the system of non-cash securities in Russia, as well as in connection with their recognition in the Civil Code of the Russian Federation. It can be designated as statutory a method of fixing rights equated to a security. Art. 149 of the Civil Code of the Russian Federation clearly establishes that the rules on securities apply to the form of fixation of rights, unless otherwise follows from the specifics of fixation. Thus, not only a document certifying certain property rights, but also another method of fixation can be considered as a security.
The legal consequences of establishing such a rule are enormous. This makes it possible to preserve the institution of securities even if the security as a material carrier embodying property rights disappears. Non-cash securities are recognized not only by world practice, but also by the legislation of those countries in which they have developed. For example, even the German civil society, which pre-revolutionary Russia “looked up to”, accepted non-cash securities. In particular, in German legislation regulating the circulation of government debt obligations, an entry in the Debt Book is equivalent to a document - a security. states. In Finland, a non-cash securities system was introduced by law in May 1992.
In a non-cash securities system, physical documents are replaced by records made using the procedure automated processing data.
The legal meaning of owning a document is replaced by the legal meaning of registering ownership. Thus, in a non-cash securities system physical documents replaced by registration of the transfer of ownership of a security from the seller's account to the buyer's account. The legal meaning of owning a “physical” paper is replaced by the legal meaning of an account entry. Nevertheless, until now, in Russian civil law theory, non-cash securities, unfortunately, are not fully recognized. More attention is paid not to their adequate regulation, but, in particular, to disputes about whether they can be considered as an object of property rights. The law is replete with many assumptions and fictions. We must not forget that the classic “documentary” securities that appeared with the development trade turnover, in theory are considered as incorporeal property.
In theory, it is not customary to draw analogies between non-cash securities and non-cash money. However, all regulation of the latter gives grounds to conclude that money, as things defined by generic characteristics, are the object of property rights (and not only in conjunction with other property), regardless of whether we are talking about cash or non-cash money.
For example, institutions that have property under the right of operational management, in cases where they carry out activities permitted by the owner commercial activities, have the right to freely dispose of the benefits from this activity. In essence, we are talking about this income law economic management on these incomes. Such benefits there can be, for example, only money. That is, without taking into account other property, they can belong to a certain person by property right. The most indicative is the credit agreement. We must not forget that according to loan agreement the money becomes the property of the borrower, and in the sphere entrepreneurial activity The object of the loan is almost exclusively non-cash money. Moreover, the categories characteristic of objects of real rights are sometimes applied to property rights.
Investor Encyclopedia. 2013 .
See what “Security” is in other dictionaries:
Paper - get a working coupon for a VseTools discount on Academician or profitable - in the civil law of the Russian Federation, a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation. With the transfer of securities... ... Accounting Encyclopedia
Security - financial document, giving certain rights that may be assigned. The assignment of rights under securities is called an assignment. In order for a document to be considered a security, it must meet several criteria. Firstly, in his... ... Banking Encyclopedia
Security- (English stock, securities; German Wertpapiere) in the civil law of the Russian Federation, a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation... ... Encyclopedia of Law
SECURITY- (security) Securities. Includes government liabilities - long-term and short-term - company shares and their bonds. Securities may be registered, in which case legal evidence of ownership depends... ... Economic dictionary
SECURITY- in the civil law of the Russian Federation, a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation. With the transfer of C.b. everyone is moving... Legal dictionary
Security- a document certifying, in compliance with the established form and required details, property rights, the exercise or transfer of which is possible only upon presentation... Encyclopedic dictionary-reference book for enterprise managers
SECURITY- By civil law Russian Federation document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation. With the transfer of C.b. everyone is moving... Legal encyclopedia
Security- Securities Share... Wikipedia
A security is a document certifying, in compliance with the established form and required details, property rights, the exercise or transfer of which is possible only upon presentation. A security can only appear as a result of an issue. Issue - issue of shares, bonds and other debt obligations into circulation
Article 143 of Chapter 7 of the Civil Code of the Russian Federation lists the main types of securities. The main securities include: *Government bonds; *Bonds; *Bills; *Checks; *Deposit and savings certificates; *Bank savings books to bearer; *Bill of lading; *Stock; *Privatization securities and other documents.
Issuer is an organization that has issued securities to develop and finance its activities: - entity- executive authorities - local government authorities Securities are divided into: * Registered securities, which contain information about the owners, which must be available to the issuer in the form of a register of owners of securities, the transfer of rights to which and the exercise of the rights assigned to them require mandatory identification owner. *Bearer securities, the transfer of rights to which and the exercise of the rights secured by them do not require identification of the owner.
A JSC issues shares in the following cases: 1. Creation of a JSC 2. Transformation of an enterprise or organization into a JSC 3. Merger of two or more JSC 4. Mobilization of funds when increasing an existing one authorized capital 1. Creation of a joint-stock company 2. Transformation of an enterprise or organization into a joint-stock company 3. Merger of two or more joint-stock companies 4. Mobilization of funds by increasing the existing authorized capital
The corporate name of the joint-stock company and its location, the name of the security – its share serial number date of issue type of share - ordinary or preferred par value name of the holder size of the authorized capital on the day of issue of shares number of shares issued dividend payment period and their rate (only for preferred shares) signature of the chairman of the board of the joint-stock company. corporate name of the joint-stock company and its location name of the security - share its serial number date of issue type of share - ordinary or preferred par value name of the holder size of the authorized capital on the day of issue of shares number of shares issued dividend payment period and their rate (only for preferred shares) signature of the chairman board of the joint-stock company. Mandatory details that the promotion must have:
Dividend Dividend is the income that a shareholder can receive from net profit. current year JSC, which is distributed among shareholders in the form of def. shares of their nominal value. The dividend can be paid: in cash own shares property in market valuation Dividend payment terms: annual interim (quarterly or semi-annually). The amount of interim dividends cannot exceed the annual amount. A dividend is an income that a shareholder can receive from the net profit of the current year of a joint-stock company, which is distributed among shareholders in the form of def. shares of their nominal value. The dividend can be paid: in cash, in own shares, in property at market valuation. Dividend payment terms: interim annual (quarterly or semi-annually). The amount of interim dividends cannot exceed the annual amount.
Bond A bond is a security that certifies the loan relationship between the lender (its owner) and the borrower (the person who issued it). Secures the right of its holder to receive, within the period stipulated by it, its nominal value and the percentage of this value fixed in it or other property equivalent. A bond is a security that certifies the loan relationship between the lender (its owner) and the borrower (the person who issued it). Secures the right of its holder to receive, within the period specified by it, its nominal value and the percentage of this value fixed in it or other property equivalent
A check is a written order from a person who has a current account for the bank to pay a sum of money or transfer it to another account. A check is a security containing an unconditional order from the drawer to the bank to pay the amount specified in the check to the check holder.
A savings (deposit) certificate is a security that certifies the amount of a deposit made to a bank and the right of the depositor (certificate holder) to receive upon expiration deadline 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.
A bill of lading is transport document, which is a security that contains the terms of the maritime transportation contract and expresses ownership of the specific goods specified in it. A bill of lading is a document the holder of which receives the right to dispose of the cargo.
Russian accountant, N 10, 2014
Pavel Somov,
magazine expert
The definition of the concept of a security, the requirements for registration of securities, and the forms of securities are given in Chapter 7 of the Civil Code of the Russian Federation. Thus, a security is a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation.
In accordance with Article 143 of the Civil Code of the Russian Federation, securities include: government bond, bond, bill of exchange, check, deposit and savings certificates, bearer bank savings book, bill of lading, share, privatization securities and other documents that are subject to securities laws or in the manner established by them are classified as securities.
In accordance with paragraph 1 of Article 142 of the Civil Code of the Russian Federation, when a security is transferred, all rights certified by it are transferred in the aggregate. The value of a security lies not in its external expression (in the paper as such), but in its content, i.e. in the rights it grants. A security certifies certain property rights of its owner: the right to demand payment of a sum of money or transfer of property, other property rights. The rights certified by a security can be exercised only upon presentation of it.
Subjects of rights certified by a security: these are rights that may belong directly to:
1) to the bearer of the security (bearer security);
2) the person named in the security (registered security);
3) the person named in the security, who can exercise these rights himself or appoint by his order (order) another authorized person (order security).
The Civil Code also regulates the process of transferring rights under a security. Thus, to transfer to another person the rights certified by a bearer security, it is sufficient to deliver the security to that person. To transfer rights under a registered security, it is necessary to comply with the conditions established for the assignment of claims (assignment). In accordance with Article 390 of the Civil Code, the person transferring the right under a security is liable for the invalidity of the corresponding requirement, but not for its failure to fulfill it. As for an order security, the rights under it are transferred by making an endorsement on this paper - an endorsement. The endorser is responsible not only for the existence of the right, but also for its implementation. Let us note that an endorsement made on a security transfers all the rights certified by the security to the person to whom or to whose order the rights under the security are transferred - the endorser. An endorsement can be a blank endorsement (without indicating the person to whom the execution must be made) or an order (indicating the person to whom or whose order the execution must be made). An endorsement may be limited only to an instruction to exercise the rights certified by a security, without transferring these rights to the endorsee (authentic endorsement). In this case, the endorsee acts as a representative.
A separate article of the Civil Code regulates the procedure for execution of securities. Thus, the person who issued the security and all persons who endorsed it are jointly and severally liable to its legal owner. If the demand of the legal owner of a security for the fulfillment of the obligation certified by it is satisfied by one or more persons from among those who were previously obligated under the security, they acquire the right of recourse (recourse) to the remaining persons obligated under the security. Refusal to fulfill an obligation certified by a security with reference to the absence of a basis for the obligation or its invalidity is not permitted. The owner of a security who discovers a forgery or falsification of a security has the right to present to the person who transferred the security a demand for proper fulfillment of the obligation certified by the security and for compensation for losses. Refusal to execute a security is possible only on formal grounds - absence of any requisites, missed deadline, etc., i.e. obligations under a security are independent in nature and do not depend on the relationship on the basis of which they were issued. You can demand fulfillment of an obligation under a security only upon presentation of the security itself.
A separate article is devoted to uncertificated securities. Thus, in cases determined by law or in the manner established by it, a person who has received a special license can record the rights secured by a registered or order security, including in non-documentary form (using electronic computer technology, etc. ). A person who has recorded a right in a non-documentary form is obliged, at the request of the owner of the right, to issue him a document evidencing the secured right.
Transactions with uncertificated securities can only be carried out by contacting a person who officially records rights. The transfer, grant and limitation of rights must be officially recorded by this person, who is responsible for the safety of official records, ensuring their confidentiality, providing correct data on such records, and making official records of transactions performed.
Let us dwell on the main differences between bearer, registered and order securities. A bearer security does not indicate a specific person, and all rights certified by this security belong to its actual owner, i.e. the person who can present the security for execution. The transfer of rights under a bearer security to another person is carried out by delivering the security to that person. Bearer securities include winning lottery tickets, bearer bonds, bank and savings certificates to bearer and bank savings book to bearer, privatization check, etc.
A registered security differs from a bearer security in that it indicates a specific person - the owner of the security. All rights certified by a registered security belong exclusively to the person named in this security and execution cannot be performed by anyone other than this person. In accordance with paragraph 2 of Article 146 of the Civil Code of the Russian Federation, rights certified by a registered security are transferred in the manner established for the assignment of claims (assignment).
In accordance with Article 29 of Federal Law No. 39-FZ of April 22, 1996 “On the Securities Market,” the right to a registered security passes to the acquirer from the moment a credit entry is made to the acquirer’s personal account in the register maintenance system. If a registered security is issued in documentary form, the rights to this security are transferred to the acquirer from the moment an entry is made in the registry system and the security certificate is transferred. Registered securities include registered shares, registered bonds, registered deposit and savings certificates, etc.
An order security, as well as a registered security, specifies the person who can exercise the rights certified by this security. But the owner of an order security has the right not only to exercise these rights independently, but also to appoint another authorized person by his order (order). In this case, the new owner also has the right to transfer this security to another person. The transfer of rights certified by an order security is carried out in accordance with Article 146 of the Civil Code of the Russian Federation with the help of an endorsement - an endorsement. Unlike registered securities, the endorser, i.e. the person who transferred the security is responsible to the endorser - the person to whom the security was transferred, not only for the validity of the right certified by the security, but also for its implementation, therefore this type of security is considered more reliable.
Reflection in accounting of transactions with securities
Reflection in accounting of transactions with securities
It should be noted that accounting for the costs of purchasing securities also depends on the source of financing. Thus, when purchasing financial investments using borrowed funds, the costs of loans and borrowings received are taken into account in accordance with PBU 10/99 and PBU 15/01.
Sometimes the cost of securities upon acquisition is determined in foreign currency. This situation is common when purchasing shares of foreign companies. In this case, the initial cost of financial investments is determined in rubles by converting foreign currency at the exchange rate Central Bank of the Russian Federation, valid on the date of their adoption by accounting.
Let us pay attention to one more aspect: if the securities do not belong to the organization by right of ownership, economic management or operational management, but are in its use or disposal in accordance with the terms of the agreement, then such securities are accepted for accounting in the assessment provided for in the agreement.
EXAMPLE
In October, the company, through an intermediary organization, acquired 100 shares of Lukoil OJSC. at a price of 3000 rubles. on total amount 300,000 rub. The intermediary organization was paid a commission in the amount of 11,800 rubles. (including VAT - 1800 rubles). The consulting firm was paid for services related to the acquisition of these shares in the amount of 5,310 rubles. (including VAT - 810 rubles). The shares were purchased with the intention of receiving income on them within a year.
The following entries should be made in the company's accounting:
DEBIT 58 "Financial investments"
CREDIT 60 "Settlements with suppliers and contractors"
300,000 rub. - reflected the costs of acquiring shares of OAO Lukoil;
DEBIT 58 "Financial investments"
CREDIT
11800 rub. - amount reflected commission in view of VAT.
Since turnover on the sale of securities is not subject to VAT, the VAT paid to the intermediary organization is not reimbursed from the budget, but must be included in the purchase price of the shares.
DEBIT 58 "Financial investments"
CREDIT 76 "Settlements with various debtors and creditors"
5310 rub. - reflects the amount of consulting services, including VAT, related to the acquisition of shares.
Thus, the shares were capitalized for a total amount of 317,110 rubles. in the amount of actual costs of their acquisition.
All securities held by the organization must be described in the Securities Book. The securities accounting book must have the following mandatory details: name of the issuer; nominal price of the security; purchase price; number, series, etc.; total amount; date of purchase; Date of sale. The securities accounting book must be bound, sealed with the organization's seal and signed by the manager and chief accountant, and the pages must be numbered.
Corrections to the Securities Accounting Book can be made only with the permission of the manager and chief accountant, indicating the date of the corrections.
In the case of maintaining the Securities Book using computer technology, the resulting information can be generated in the form of an output document on machine-readable media. Printing of information from machine-readable media is carried out as necessary or at the request of the authorities exercising control in accordance with the legislation of the Russian Federation, the court and the prosecutor's office, but at least once a year.
In accordance with the Federal Law "On Accounting", the head of the organization is responsible for organizing the storage of the Securities Book.
When forms (certificates) of securities are stored in the depository, they continue to be listed in the accounting records of the organization - the owner, indicating in the analytical accounting the details of the depository to which they were transferred for storage. The accrual of expenses for payment of depository services is reflected in the debit of account 91 as other expenses and the credit of settlement accounts, and when the specified amounts are transferred to the depositary - in the debit of settlement accounts and the credit of cash accounts.
Purchased securities are subject to acceptance for accounting as financial investments (clause 3 of the Accounting Regulations “Accounting for Financial Investments” PBU 19/02). Based on the norm of paragraph 5 of PBU 19/02, each security is an accounting unit for financial investments.
Investments of funds by organizations in the form of investments in securities are reflected in accounting as financial investments.
To account for purchased securities, organizations use account 06 “Long-term financial investments” (when their established maturity exceeds one year or the investments were made with the intention of receiving income from them for more than one year) and account 58 “Short-term financial investments” (when their established maturity does not exceed one year or investments were made without the intention of receiving income from them for more than one year).
Savings and deposit certificates, as well as checks, are accounted by the organization on account 55 “Other bank accounts”, to which sub-accounts of the same name are opened for the specified types of securities in the manner set out in the instructions for using the Chart of Accounts for accounting the financial and economic activities of enterprises.
When organizations repurchase their own shares from shareholders, it should be borne in mind that if the repurchase price differs from the accounting (nominal) price of the repurchased shares, the resulting difference in accounting is reflected in account 80 “Profits and losses” (if the repurchase price is lower than par) or in the accounts accounting own sources(if the repurchase price is higher than the nominal value) simultaneously with the organization accepting the repurchased shares for accounting in account 56 “Other monetary documents”.
Financial investments are accepted for accounting according to initial cost(clause 8 of PBU 19/02), that is, in the amount of the organization’s actual costs for their acquisition (clause 9 of PBU 19/02).
The acceptance of securities for accounting is reflected in the debit of account 58 “Financial investments” and the credit of account 60 “Settlements with suppliers and contractors” (Instructions for the application of the Chart of Accounts for accounting financial and economic activities of organizations, approved by order of the Ministry of Finance of Russia dated October 31, 2000 N 94n).
An organization's investments in shares and other securities of other organizations listed on the stock exchange or at special auctions, the quotation of which is regularly published, when compiling the annual balance sheet, are reflected at the end of the year at market value, if the latter is lower than book value. This adjustment is made to the amount of the reserve for impairment of investments in securities created at the expense of financial results organization at the end of the reporting year.
The creation of the specified reserve is reflected in the debit of account 99 “Profits and losses” and the credit of account 82 “Valuation reserves”, subaccount “Reserves for the impairment of investments in securities”. The amount of the reserve is determined separately for each type of securities listed on the stock exchange or at special auctions, the quotation of which is regularly published.
If at the end of the reporting period the market value of securities for which corresponding reserves were previously created increases, entries are made in the debit of account 82 “Valuation reserves” in correspondence with account 99 “Profits and losses”. A similar entry is made when writing off securities for which corresponding reserves were previously created from the balance sheet. Analytical accounting for the subaccount “Reserves for impairment of investments in securities” is maintained for each security.
If by the end of the year following the year of creation of the reserve for depreciation of investments in securities, this reserve is not used in any part, then the unspent amounts are added to the financial results of the organization for the corresponding year when compiling the balance sheet at the end of the year.
Based on paragraphs 21, 22 of PBU 19/02, financial investments for which the current market price, are subject to reflection in accounting and financial statements as of the reporting date at their original cost, while for debt securities for which the current market value is not determined, the organization is allowed the difference between the original value and the nominal value during their circulation period evenly, as the income due on them in accordance with the terms of the release shall be attributed to the financial results of the organization (as part of other income). If the organization applies the provisions of these paragraphs, a monthly part of the discount amount on an unquoted security is applied to the increase in its initial cost, reflecting operating income. Please note that the application of these items must be reflected in the accounting policies.
).account 58 and credit account 91, subaccount -1 (clause 34 PBU 19/02; clause 7 PBU 9/99).
In tax accounting, income in the form of interest (discount is equal to interest) received on securities and other debt obligations is non-operating income (
