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 (Clause 1 of Article 142 of the Civil Code of the Russian Federation).

A security remains a property, a thing, regardless of the choice of method of fixing the rights from it. Consequently, for any security with any form of fixation of rights from it, the general norms of civil negotiability established for property and things apply.

Signs of a security:

• A security is a document.
• The security must have a certain form and details. As a rule, requirements for the form and details are determined in separate federal laws and other regulatory legal acts. As noted in paragraph 2 of Art. 144 of the Civil Code of the Russian Federation, the absence of mandatory details of a security or the non-compliance of a security with the form established for it entails its nullity.
• The security belongs to the category of movable. A security is such only in cases specified by law. So, in Art. 143 of the Civil Code of the Russian Federation specifies certain types of securities. A security certifies rights of obligation.
• The security certifies property rights, in particular, certifies the shareholder’s right to a dividend and a liquidation quota. A check certifies the right to receive payment from a bank where the drawer has funds that he has the right to dispose of by issuing checks. At the same time, some securities can also certify non-property rights, for example, a share certifies the right to participate in management, the right to vote, the right to information, etc.

The rights certified by a security may belong to:

• to the bearer of the security (bearer security);
• the person named in the security (registered security);
• the person named in the security, who can himself exercise these rights or appoint by his order (order) another authorized person (order security).

The law may exclude the possibility of issuing securities of a certain type as registered, or as warrant, or as bearer securities.

Article 143 of the Civil Code of the Russian Federation “Types of securities” is limited to listing these types, referring to them: government bonds, bonds, bills, checks, deposit and savings certificates, bearer bank savings books, bills of lading, shares, privatization securities and other documents that securities laws or in the manner prescribed by them are classified as securities.

According to Art. 816 of the Civil Code of the Russian Federation, a bond is recognized as a security that certifies the right of its holder 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 or other property rights.

The concept of a bill of exchange is enshrined in Part 1 of Art. 815 of the Civil Code of the Russian Federation and is specified in relation to certain types of bills in the Convention on a Uniform Law on Bills of Exchange and Promissory Note (concluded in Geneva on June 7, 1930), the Regulations on Bills of Exchange and Promissory Notes and in the Law on Bills of Exchange and Promissory Note. A bill of exchange is a security that certifies the unconditional obligation of the drawer (promissory note) or another payer specified in the bill of exchange (bill of exchange) to pay a certain amount to the owner of the bill (bill holder) upon the maturity of the bill of exchange. A promissory note is an unconditional, abstract, strictly formal obligation or order to pay a specified sum of money.

A check as a type of security is defined in Art. 877 of the Civil Code of the Russian Federation, according to which a check is a security containing an unconditional order from the drawer to the bank to pay the amount specified in it to the check holder. Only a bank where the drawer has funds that he has the right to dispose of by issuing checks can be indicated as the payer of a check. The drawer is a person (legal or individual) who has funds in the bank, which he has the right to dispose of by issuing checks; check holder - a person (legal or individual) in whose favor the check was issued; payer - the bank in which the drawer's funds are located.

According to Art. 844 of the Civil Code of the Russian Federation, deposit and savings certificates are securities that certify the amount of a deposit made to a bank, and the right of the depositor (certificate holder) to receive, upon expiration of the established period, the deposit amount and the interest stipulated in the certificate in the bank that issued the certificate or in any branch this bank. In case of early presentation of a savings (deposit) certificate for payment by the bank, the deposit amount and interest on demand deposits are paid, unless the terms of the certificate establish a different interest rate.

Bearer savings book, according to Art. 843 of the Civil Code of the Russian Federation, unlike a personal savings book, is a security. The savings book must indicate and be certified by the bank the name and location of the bank, and if the deposit is made to a branch, also its corresponding branch, the account number of the deposit, as well as all amounts of funds credited to the account, all amounts of funds written off from accounts, and the balance of funds in the account at the time of presentation of the savings book to the bank. Unless a different state of the deposit is proven, the deposit data indicated in the savings book is the basis for settlements on the deposit between the bank and the depositor.

The issuance of a deposit, the payment of interest on it and the execution of the depositor's orders to transfer funds from the deposit account to other persons are carried out by the bank upon presentation of a savings book.

The bill of lading performs several functions simultaneously in accordance with the norms of § 3 ch. VIII Code of Merchant Shipping of the Russian Federation:

• confirms the acceptance of the cargo by the carrier (transfer-acceptance certificate);
• confirms the existence of a contractual relationship between the shipper and the carrier (maritime contract);
• confirms the corresponding property rights to the cargo transferred to the carrier (document of title).

Unlike other securities, a bill of lading can be issued in several copies (originals), and in each of them the number of available originals of the bill of lading is noted. After the cargo is released on the basis of the first original bill of lading presented, the remaining originals become invalid.

In accordance with Art. 144 of the Code of Labor Code of the Russian Federation, the bill of lading must include: 1) the name of the carrier and its location; 2) the name of the port of loading in accordance with the contract for the carriage of goods by sea and the date of acceptance of the goods by the carrier at the port of loading; 3) name of the sender and his location; 4) name of the port of unloading in accordance with the contract for the carriage of goods by sea; 5) name of the recipient, if specified by the sender; 6) the name of the cargo, the main marks necessary to identify the cargo, an indication, in appropriate cases, of the dangerous nature or special properties of the cargo, the number of pieces or items and the weight of the cargo or its quantity otherwise indicated (all data is indicated as presented by the sender); 7) external condition of the cargo and its packaging; freight in the amount payable by the recipient, or other indication that freight is payable by him; 9) time and place of issue of the bill of lading; 10) the number of originals of the bill of lading, if there are more than one; 11) signature of the carrier or a person acting on his behalf. By agreement of the parties, other data and clauses may be included in the bill of lading.

The legal regime of shares as securities is determined by the Federal Laws “On Joint Stock Companies”, “On the Securities Market” and other regulatory legal acts.

A share is an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. A share is a registered security. Only joint stock companies, both closed and open, have the right to issue shares.

Privatization securities have now lost their relevance. Thus, previously, among the privatization securities, it was possible to single out a privatization check, which was a government security for a designated purpose payable to bearer and was used as a means of payment for the acquisition of privatization objects (until July 1, 1994).

The list of securities given in Article 143 of the Civil Code of the Russian Federation is not exhaustive. Other types of securities are defined by federal laws.

The Civil Code (Articles 886 - 922) provides for the issuance and circulation of such a category of securities as warehouse receipts, which certify the owner’s rights to carry out transactions with goods located in the warehouse of the responsible custodian. There are two types of warehouse receipts: simple and double. A double warehouse receipt consists of two parts: the warehouse receipt itself and the pledge certificate (warrant), which (being separated from each other) are independent securities.

The Mortgage Law provides for such a security as a mortgage. The latter is a registered security certifying the rights of the mortgagee under the obligation secured by the mortgage and under the mortgage.

The mortgage certifies the following rights of its legal owner: the right to receive execution on the monetary property secured by the mortgage specified in the mortgage agreement, without providing other evidence of the existence of this obligation; the right of pledge over the property specified in the mortgage agreement.

Federal Law No. 126-FZ dated September 25, 1997 “On the financial foundations of local self-government in the Russian Federation” as amended on December 28, 2004 (clause 3 of Article 13) provides for a housing certificate - an emission security, the right to issue which belongs to local government bodies in in the manner prescribed by the legislation of the Russian Federation and the legislation of the constituent entities of the Russian Federation.

To transfer to another person the rights certified by a bearer security, it is sufficient to deliver the security to that person (Article 146 of the Civil Code of the Russian Federation).

The rights certified by a registered security are transferred in the manner established for the assignment of claims (assignment). In accordance with Art. 390 of the Civil Code of the Russian Federation, 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.

Rights under an order security are transferred by making an endorsement on this paper - an endorsement. The endorser (the person who made the endorsement) is responsible not only for the existence of the right, but also for its implementation.

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).

Receipt of income on certain assets may vary. For shares, for example, the holder's profit consists of both the dividends he receives and the subsequent resale of the security, which has increased in price. A similar situation of application in the secondary market is possible for both bonds and bills. They can also be used for their intended purpose to exercise their rights to collect from the issuer the specified debt obligation in the amount of the documented amount.

Transactions such as resale and receipt of dividends are registered through the stock exchange, the company that issued the securities (issuer), possibly tax authorities and other authorized organizations to supervise activities in the field of securities. In such a situation, registration of documents in relation to certain persons becomes of great importance.

Such registration most often means the legal and regulated by the charter of the exchange and the enterprise tying a security to a specific person - the holder. The legal aspect of the issue involves not only the direct accounting of the movement of assets, but also tax obligations. Who will pay the legally required tax deductions on it will depend on who the asset is registered to.

Participants and parties to the transaction

Carrying out activities with securities implies a comprehensive legal framework expressed by state regulations. The purpose of these acts is to regulate trade relations between all market participants.

The types of certain rights represented by a security apply to both primary and secondary market parties. The first category includes the issuer that released the assets to the exchange and the initial buyer. The second is characterized by the initial buyer already in the role of a seller, as well as all subsequent buyers who make a purchase “from hand”.

This purchase can be carried out both on the exchange and outside it. Agreements that fix sales not on trading platforms are called over-the-counter transactions.

Conducting sales

Within the framework of the exchange, trading of securities is carried out in accordance with the adopted charter. Today, the purchase and sale processes themselves are becoming more computerized, without unnecessary movements on the part of the participants. Registration of the executed contract is recorded in the database of the exchange and the issuer, as well as in special accounts - depository.

The exchange registers store all transfer acts in which the securities were transferred. This practice allows you to track all actions under existing assets on the market, but only those that were carried out through the platform.

Over-the-counter transfer acts must be legalized not only by entries in the accounts, but also by the conclusion of a specific notarized agreement. Such an agreement must consist of mandatory aspects. These include:

• Name of the agreement
• Persons involved in the transaction with passport data and details
• Object of transaction
• Rights and obligations
• Disclosure of the parties' actions
• Terms of fulfillment of conditions
• Transaction amount and terms of payment
• Signatures, seals, date of conclusion

Confirmation of rights

After the conclusion and fulfillment of all obligations stipulated by it, the buyer receives the specified goods at his disposal. Then he fixes them behind him. This is done by executing a corresponding request to the register and making entries in the securities accounts.

It is important to understand that certain certificates carry with them a specific model for legal recognition. The conditions that designate this assignment are dictated both by the issuer and the exchange, and by government regulations. In Russia, it is regulated by Article 146 of the Civil Code of the Russian Federation “Transfer of rights certified by documentary securities”, Article 358 of the same Civil Code, as well as the Federal Law “On the Securities Market”.

These legislative documents certify the rights of the holder and owner of assets, which can belong to either a private individual, a company, or even the state. Government certificates most often act as bonds. This is a debt obligation in which a country borrows a certain specified amount from a citizen in order to cover its budget deficit.

Actions with assets

The owner’s right gives him the ability to carry out any actions related to the resale of certificates and receipts. The only obstacle here can be a special instruction about the inadmissibility of repeated implementation.

The holder of a share has the opportunity to claim the dividends due to him. Of course, only if the payment by the company was approved by the meeting of shareholders after a successful and profitable reporting period.

Also, the holder of privileged certificates is able to receive his reward. Likewise, the owner of a bond can either resell it or demand that the issuer fulfill its debt obligations. The conditions, again, are expressed as specified in the certificate itself - the timing of debt repayment, its amount, interest rates due on it, etc.

Resale on the secondary market

The resale of an asset on the secondary market is considered a key feature of the securities market. Due to the high volatility of these assets, it is the subsequent sale that has become the main profitability tool for many investors and traders.

The formation of the secondary market occurs not only through classical investment instruments - stocks and bonds, but also through the introduction of derivatives into the market: futures, options and forwards.

Such trends, as well as the high speed of execution of these transactions, significantly complicate the accounting of transactions. Therefore, many issuers try to record every moment of transfer and issue only registered shares.

Document classification

Registered shares or other valuable documents are legally assigned to the owner. The exercise of rights certified by a registered security of this type is possible only in relation to the person specified in the documentation. The name of the owner of the subject - the owner - can be applied both to the paper itself and to the accompanying documentation.

Without these documents, it is impossible to transfer the asset or fulfill the requirements for it, be it receiving dividends or voting at a meeting. The documentation contains the name of the holder, as well as serial numbers and the date of issue of the stock/bond, which allows you to correlate the presented certificates with each other and keep records. This practice protects documents from forgery.

These proof of ownership materials become key attributes in transactions. It is the census of these certifications that is the subject of the purchase/sale transaction.

Another type is bearer securities. The rights to them belong to the one who holds them in his hands. Certification of ownership is carried out only in custody accounts, or is not recorded at all. Only the assets themselves, which also have a serial number, are subject to accounting. Dividends are issued only by physical contact and presentation of shares.

Transfer of rights (extract from the law)

Transfer of rights certified by a bearer certificate to another person; delivery of this document to that person is sufficient. Rights certified by a personal receipt for the right to own part of the capital or a debt obligation are transferred in the manner established for the assignment of claims (assignment). In accordance with Article 390 of this Code, the person transferring the right of ownership is liable for the invalidity of the corresponding requirement, but not for its failure to fulfill it.

Rights under an order security are transferred by making an endorsement on this paper - an endorsement. The endorser is responsible not only for the existence of the action, but also for its implementation.

An endorsement made on a certificate transfers all the rights certified by the security to the person to whom or to whose order the powers under the bond 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 can be limited only to an order to exercise the rights certified by documentation, without transferring these rights to the endorsee (authentic endorsement). In this case, the endorsee acts as a representative.

Recovery

Restoration of rights to lost share assets and assigned bearer receivables and order documents is carried out by the court in the manner prescribed by procedural legislation.

Direct replacement of the document itself can be made by the issuer if ownership is recorded. This way, you can exchange an outdated document that has lost its presentation for a new one, upon presentation of the old one and checking the serial numbers. The procedure is similar to replacing torn or damaged banknotes at a bank.

Nevertheless, disputes related to the ownership and implementation of established capabilities are resolved in accordance with the established judicial procedure.

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

With the transfer of a security, 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 of the 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 of exchange, checks, bills of lading, certificates of deposit and savings, 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 a bearer savings book.

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. The legal regime of different types of 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 national 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 and otherwise), with a lump sum maturity and with redemption in series at certain dates, with a fixed or floating coupon rate, ordinary 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 by the Federal Law of 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. The Russian Federation, constituent entities of the Russian Federation, urban, rural settlements and other 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.

Deposit and savings certificates are recognized as securities that are written certificates from a bank about the deposit of funds, 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 that certifies the deposit of a sum of money into a banking institution and the right of its owner to receive this amount in accordance with the terms of the 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 secured on paper and constituting the content of classical securities, in modern conditions are recorded in a different 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 can, in cases determined by law or in the manner established by it, be recorded by persons who have received a special license, including in book-entry form.

Russian civil legislation (Article 149 of the Civil Code of the Russian Federation) considers “uncertificated securities” as a special object of 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 - federal loan bonds with variable coupon income).

A security is a document certifying, in compliance with the established form and (or) mandatory details, property rights, the exercise and transfer of which are possible only upon presentation (Article 143 of the Civil Code). Art. 128 of the Civil Code classifies securities as objects of civil rights, namely as a type of thing.

Classification of securities.

1) According to the method of designating the authorized person, securities are divided into the following types:

bearer securities - securities that do not indicate a specific person who needs to

lime execution. The authorized person for such a security is any holder of the security who must only present it;

• - registered - securities issued in the name of a specific person who exclusively has the right to realize the legal opportunity embodied in them;
• - order - securities that are also issued to a specific person, but the latter can exercise the right certified by the security not only independently, but also transfer it to another person by making an endorsement on this paper - an endorsement, which can be in blank (without indicating the person to whom the execution should be carried out), or an order (indicating the person to whom or on whose order the execution should be carried out).
• 2) Taking into account the form in which securities are issued, there are:
  • - emission - securities, usually issued in large series; having equal volume and terms of exercise of the rights certified by them, regardless of the time of their acquisition (stocks, bonds, etc.);
  • - non-emission - securities issued in each specific case and assigning to their owners an individual volume of rights (bill of exchange, double and simple warehouse receipt, etc.).
• 3) According to the nationality of issuers, securities are divided into national and foreign.
• 4) Depending on who is the issuer of the security, government securities and private securities are distinguished.
• 5) According to the form of existence, securities are divided into the following types:
  • - documentary - securities, the owner of which is identified by presenting a properly executed certificate or security;
  • - uncertificated - securities, the owner of which is identified on the basis of account entries.
• 7) From the point of view of the content of the certified rights, the following are distinguished:
  • - monetary securities - certify the right of their owner to receive a certain amount of money;
  • - commodity securities - certify their owner’s right to goods and services. Such securities are sometimes called title to goods, since the owner, by transferring the security to another person, disposes of the goods belonging to him (bill of lading).

By virtue of the Law of the Republic of Belarus “On Securities and Stock Exchanges”, a security (share, bond) are documents certifying the property rights expressed in them and implemented through presentation or transfer and the loan relationship of the owner of the security in relation to the issuer.

The Securities and Stock Exchange Law applies only to activities involving stocks and bonds. This Law does not regulate the issue and circulation of domestic government loan bonds, other securities issued or guaranteed by the Government of the Republic of Belarus, the National Bank of the Republic of Belarus, as well as other types of securities and lotteries.

The Securities and Stock Exchange Law divides shares into common and preferred. A simple share is a security that certifies the owner’s right to a share of the property of a joint-stock company during its liquidation, giving its owner the right to receive part of the company’s profit in the form of a dividend and to participate in the management of the company. A preferred share is a security that gives its owner the right to receive a dividend as a fixed percentage, the right to a share of ownership upon liquidation of the company and does not give the right to vote to participate in the management of the company.

By virtue of the Law, a share must contain the following mandatory details: name of the security - “share”, par value, type of share (registered or bearer); full name and legal address of the issuer; the full name or name of the buyer of the share or an indication that the share is bearer: place, date of issue, state registration number, series and serial number of the share; sample signature (facsimile) of the issuer's authorized persons and a list of rights granted to shareholders.

The decision to issue shares is made by the founding conference or general meeting of shareholders. Shares are issued when a joint stock company is created or when its authorized capital is increased. The issue of shares by a newly created open joint-stock company includes an open subscription, registration of shares and their actual placement on the terms and conditions of the subscription.

Shares are issued in the amount of the paid-up authorized capital of the joint-stock company being created and are placed among investors on the terms and conditions of subscription.

Additional issue of shares carried out in connection with an increase in the authorized capital by subscription is possible only after full payment for the shares and their state registration. The decision on additional issue of shares is made by the general meeting of shareholders upon completion of the subscription.

The placement of an additional issue of shares of an open joint-stock company is possible in the form of distribution between company participants, open sale, or based on subscription results.

Subscription for shares or their sale to the first owner at a price below their nominal value is not permitted. In this case, the nominal value of shares must be expressed only in national currency. Open sale of an additional issue is carried out on the basis of a purchase and sale agreement by making a contribution by the investor to the issuer's current account at a bank institution. The investor acquires the owner's right to the shares after they have been fully paid for.

A bond is a security confirming the issuer's obligation to compensate the owner of the security for its nominal value within a specified period of time with the payment of a fixed percentage (unless otherwise provided by the terms of the issue).

Bonds are issued in series consisting of homogeneous securities with equal par value and the same terms of issue and redemption.

Bonds are issued by business entities or other legal entities secured by property with the consent of the owner or his authorized body.

The required details of a bond are: name of the security - “bond”; full name and legal address of the bond issuer; the full name or name of the buyer or an indication that the bond is bearer; nominal cost; the amount of interest, if provided; procedure, terms of repayment and interest payments; Date of issue; state registration number, series and serial number of the bond; sample signatures (facsimiles) of the issuer's authorized persons and rights arising from the bond.

The decision to issue bonds is made by the issuer in the manner prescribed by its charter or other document regulating its activities.

A joint stock company can decide to issue bonds only after shareholders have paid in full the cost of all shares. The decision to issue bonds must necessarily contain: the full name and legal address of the bond issuer; the issuer's authorized capital, loan security conditions, the name of the document regulating economic activities, as well as a list of the issuer's executive officers; data on the placement of already issued securities; purpose of issuing bonds; indication of the type of bonds; the total amount of the issue and the number of bonds, the par value of the bonds, the procedure for paying income; where and when funds are paid to purchase bonds; within what period of time the funds are returned in case of refusal to issue bonds; procedure for placing bonds; procedure for paying bonds; other issues related to the issue of bonds.

The issuer exercises the right to issue securities from the moment of registration of securities and assignment of a state registration number in the central body exercising control and supervision of the securities market.

The sale of securities is considered open if it is announced by the issuer or it meets at least one of the following criteria:

• a) securities are intended for placement between legal entities and individuals, the circle of which cannot be individually determined in advance;
• b) securities are offered for sale to more than one hundred legal entities or individuals. When transforming collective and people's enterprises into joint-stock companies, this requirement is not necessary.

To register, you must submit the following documents:

• a) statements on registration of securities;
• b) a decision on the issue of securities, drawn up in accordance with Articles 4, 6 of this Law, respectively, for the registration of shares and bonds;
• c) a notarized copy of the issuer’s charter;
• d) prospectus.

State registration (or refusal) must be carried out no later than 30 days from the date of filing the application with the necessary documents attached.

The central body exercising control and supervision of the securities market may prohibit or suspend the issue of securities in the event of:

• a) violations of current legislation, instructions and orders of the central body exercising control and supervision of the securities market;
• b) the absence or discrepancy of the information presented in the prospectus with the actual state of affairs:
  • - about the financial and economic condition of the issuer (losses, profits) during the last two completed financial years or from the moment of formation, if this period is less than two years;
  • - about the presence of overdue debts to creditors and payments to the budget;
  • - the presence of an incompletely paid authorized fund at the time of making the decision to issue bonds.

A ban based on the inexpediency of issuing securities is not permitted.

No later than six months after the start of an open subscription for securities and every six months after the start of an open sale, the issuer or a person authorized by the founder submits to the central body exercising control and supervision of the securities market a report on the results of the subscription or on the progress sales of securities.

Transactions involving the circulation of securities are carried out only with the participation of a professional participant in the securities market.

The issuer is obliged to inform the public at least once a year about basic data on its economic and financial position and performance results. Requirements for the content of the issuer's annual and periodic reports are established by the central body exercising control and supervision of the securities market.

In addition, Art. 144 of the Civil Code provides for the following types of securities: bill of exchange, check, deposit and savings certificate, bank savings book; bearer, bill of lading, privatization securities and other documents that are classified as securities by legislation on securities or in the manner established by it.

A bill of exchange is a security that certifies the unconditional obligation of the drawer or another payer specified in the bill of exchange to pay, upon the maturity of the bill of exchange, the owner of the bill of exchange (the holder of the bill of exchange) the amount specified in the bill of exchange. Bills of exchange are:

• - simple - issued by the debtor (solo bill). This is the unconditional obligation of the drawer to pay a certain amount of money to the bearer of the bill or to another person designated in the bill, or to whomever he designates within a specified period;
• - transferable - issued by the creditor (draft). This is a security containing written unconditional instructions from the drawer (drawee) to the payer (drawee) to pay a certain amount to the holder of the bill within a specified period.

A check is a security that contains an unconditional written order from the drawer to the bank to pay the holder a specified amount.

Certificate of deposit is a written certificate from the bank about the deposit of funds. Gives the right to the depositor (his successor) to receive, upon expiration of the established period, the amount of the deposit and interest on it. It can only be issued to a legal entity, and rights under it can only be transferred to a legal entity.

A bill of lading is a document of title (security) certifying the conclusion of an agreement for the carriage of goods by sea and serving as evidence of acceptance by the carrier of the cargo specified in this document.

Warehouse certificates (double warehouse certificate, each of its two parts and a simple warehouse certificate) are securities issued by a commodity warehouse to the goods owner in confirmation of acceptance of goods from him for storage.

A simple warehouse receipt is issued to bearer, due to which it has increased negotiability. The holder of a simple warehouse receipt has the right to dispose of goods placed in storage under a simple warehouse receipt.

A double warehouse receipt consists of two parts - a warehouse receipt and a pledge certificate (warrant), which can be separated from each other. The specified warehouse receipt and each of its parts are order securities. The holder of the warehouse and pledge certificate has the right to dispose of the goods stored in the warehouse in full, including receiving the goods from the warehouse. The holder of a warehouse certificate has the right of ownership of the goods, which can be transferred to any person by making an endorsement on the back of the certificate, but cannot take the goods from the warehouse until the loan issued under the pledge certificate is repaid. A pledge certificate provides an opportunity to obtain a loan secured by goods stored in a warehouse. The holder of such a certificate, other than the holder of a warehouse receipt, has the right to pledge the goods in the amount of the loan issued under the pledge certificate and interest on it, which is noted on the warehouse receipt.