The procedure for issuing shares by commercial banks. The procedure for the issuance and circulation of shares by commercial banks

Joint-stock commercial banks for the formation and expansion of their authorized capital resort to the issuance of their own securities - shares. By issuing their own shares, commercial banks act as issuers of securities. They bear on their own behalf obligations for the issued securities to the owners of these securities.

All issues of securities, regardless of the size of the issue and the number of investors, are subject to mandatory state registration in the Central Bank of the Russian Federation. At the same time, issues of shares of joint-stock banks with an authorized capital of 400 billion rubles. and more (including in the calculation the expected results of the issue, issues by the bank of shares with foreign founders or with a foreign participation share of more than 50%, with a share of foreign participation of legal and individuals from the CIS countries, more than 50%) are registered with the Department for Control over Activities credit institutions on financial markets TSB RF.

Credit institutions may issue both COMMON and PREFERRED shares.

Preferred shares of the bank may have different nominal values, unless this contradicts the bank's statutory documents that give voting rights to preferred shares. The latter, as an investment object, are associated with less risk than ordinary shares, but the level of dividends on them is lower than the average level of dividends paid on ordinary shares. Demand for preferred shares in the market is extremely low, as large investors prefer to take an active part in the management of the bank (which gives them ownership of common shares). But this problem can be solved by issuing a sufficient number of convertible preferred shares. The stabilization of the economic situation in the country will obviously influence the growth of demand for reliable long-term instruments, including preferred shares.

IN Civil Code RF (Art. 102, 4) restrictions are imposed on the issue of preferred shares, the share of which in the total authorized capital should not exceed 25%. This measure is also provided for in the draft legislation on banks. Therefore, in case of exceeding specific gravity preferred shares in the structure of the authorized capital, the bank must take measures that will help bring the share of preferred shares in line with the accepted norm. They may be:

redemption of preferred shares to the balance of the bank with their subsequent replacement for ordinary shares at the next issue of securities (by decision of the meeting of shareholders with the consent of the holders of preferred shares);

conversion of preferred shares into ordinary shares, if it is provided for in the issue prospectus or by decision of the meeting of shareholders with the consent of the holders of preferred shares.

There is no prohibition on issuing varieties of preferred shares. These include:

convertible(gives the right to make an exchange within a certain period, to convert these securities into ordinary shares of the same issuer);

revocable(after a certain period they can be withdrawn, redeemed by the issuer);

participating(gives the right not only to a fixed, but even to an extra-dividend);

guaranteed(payments on them are guaranteed not by the issuer, but by another company);

priority or with preferential rights- have advantages (in comparison with other types of preferred shares) in paying dividends, satisfying claims, etc.

Preferred shares are mainly issued in Russia as small-nominal shares - to attract small investors (without transferring voting rights to them), material incentives for personnel, to formalize their participation in a privatization transaction or fix other property interests and ties with the issuer of individuals.

The following banks-joint stock companies resort to increasing the issue and share in the capital of preferred shares:

seeking to quickly increase capital for the implementation of large projects;

those who avoid issuing bonds, i.e. obligations that will inevitably have to be repaid.

The expediency of issuing preferred shares is determined based on the calculation of the financial burden on profits associated with the payment of fixed dividends.

A share is an emissive security that secures the right of its owner (shareholder) to receive part of the profit joint-stock company in the form of dividends, for participation in the management of a joint-stock company and for a part of the property remaining after its liquidation. The share is a registered security.

There are two main types of shares that a joint-stock company can issue: ordinary and preferred. The key difference between these two forms of shares is the degree of their participation in the management of the company, the priority in the distribution of income and its property during liquidation.

Each ordinary share of the company provides its owner with the same amount of rights. face value of all ordinary shares society should be the same.

Preferred shares generally do not give the right to vote at the general meeting of shareholders, but guarantee a fixed dividend and a minimum liquidation value of the share.

Release order commercial banks shares, bonds and options are regulated by the relevant legislative and regulations, in particular, the Instruction of the Bank of Russia dated March 10, 2006 No. No. 128_I "On the rules for the issuance and registration of securities by credit organizations in the territory Russian Federation».

Commercial banks issue shares in order to form equity in the form of authorized capital, if they are created in the form of a joint-stock company. Subsequently, with an increase in the authorized capital, as well as with the reorganization of credit institutions established as limited (additional) liability companies, they become joint-stock banks.

The Bank of Russia has established uniform procedures for registration and issuance of securities by credit institutions. These procedures provide, firstly, for the state registration of all issues of securities, regardless of the size of the issue and the number of investors; secondly, registration of issues of securities with the Department for Licensing Activities and Financial Recovery of Credit Institutions of the Bank of Russia or with territorial branches of the Bank of Russia.

The procedure for issuing securities includes the following steps:

making a decision on the placement of securities;

approval of the decision on the issue (additional issue) of securities;

state registration of an issue (additional issue) of securities;

4) state registration of a report on the results of an issue (additional issue) of securities. Credit institutions established in the form of joint-stock companies form their authorized capital from face value shares purchased by shareholders. Credit institutions may issue only registered shares in documentary and non-documentary form, ordinary and preferred shares.

Shares are considered registered if, in order to exercise the property rights associated with their ownership, it is necessary to register the name of the owner of the share in the books of the issuer or, on his behalf, in the organization that carries out professional activity on securities. When a registered security is transferred from one owner to another, appropriate entries must be made in the register.

All shares of the bank, regardless of the serial number and time of issue, must have the same nominal value (in the currency of the Russian Federation), if they provide the right to vote at a shareholders' meeting. This requirement also applies to preference shares, if these shares are vested with voting rights by the bank's statutory documents.

When a joint-stock bank is established or when an organization is transformed from a limited (additional) liability company (LLC) into a joint-stock bank, all shares must be distributed among the participants of this bank. If the transformation of an organization from an LLC into a joint-stock bank is accompanied by an increase in the authorized capital, then it can only be carried out at the expense of additional contributions participants or be distributed among the participants in case of an increase in the authorized capital of the bank at the expense of the capitalization of its other funds.

The first issue of bank shares must consist entirely of ordinary registered shares. The issue of preferred shares in this case is not allowed. This situation is due to the fact that the bank in the first year of operation may not ensure the payment of dividends on preferred shares in the prescribed amount.

To increase the authorized capital, a joint-stock bank may issue shares only after the shareholders have paid in full for all shares previously issued by the bank.

When increasing the authorized capital, banks have the right to issue both ordinary and preferred shares. The share of preferred shares should not exceed 25% of the authorized capital. Preferred shares of the bank may have different nominal values, unless this contradicts the bank's statutory documents that give voting rights to preferred shares.

The state registration of the issue of shares is accompanied by the registration of a prospectus when they are placed among an unlimited no-man's circle of persons or a previously known circle of persons, the number of which exceeds 500.

The procedure for issuing shares by a bank differs depending on whether the registration of the issue of securities is accompanied by the registration of a prospectus. If registration of a bank's securities issue is carried out without registration of an issue prospectus, then the issue procedure will include the following steps:

registration of the issue of securities;

registration of securities;

registration of the results of the release.

If the registration of a bank's securities issue is accompanied by the registration of an issue prospectus, then the issue procedure will include the following steps:

adoption by the issuer of a decision on the issue;

preparation of the issue prospectus;

registration of the issue of securities and the prospectus;

publication of the issue prospectus and publication of announcements in the mass media on the issue of securities;

sale of securities;

registration of the results of the issue;

publication of the results of the issue.

The decision to issue securities is made by the management body of the bank, which has the appropriate powers in accordance with the current legislation and the statutory documents of the bank. The meeting of shareholders of the bank may authorize the board of directors of the bank, in the interval between the annual meetings of shareholders, to decide on the establishment of periods for the implementation of share issues and their volumes with the establishment of the maximum increase in the authorized capital. The board of the bank shall report to the next meeting of shareholders on the fulfillment of the increase in the authorized capital established for the past year. The decision to issue shares must contain general data on the procedure, sources, methods and timing for the implementation of measures related to the issue.

The issue prospectus is prepared by the board of the bank, signed by the chairman of the board, the chief accountant, stapled, its pages are numbered, laced and sealed with the bank's seal. The prospectus must be certified by an independent audit firm when issuing shares related to an increase in the bank's authorized capital. In the event of a public offering and public circulation of securities, the prospectus must be signed financial advisors in the securities market, thus confirming the accuracy and completeness of the information provided in the prospectus.

The Bank of Russia may refuse to register an issue of securities in the following cases:

- violation by the issuing bank of the current legislation of the Russian Federation on securities and the procedure for compiling and processing registration documents for the issue of securities;
- incomplete submission of registration documents;
- the presence in the registration documents of false information or information that allows one to conclude that the conditions for issuing shares do not comply with the current legislation, banking rules and Instructions;
- non-compliance by the bank with economic standards for quarterly reporting data as of the date preceding the issue of securities.

The Bank of Russia may allow the issue of shares if, following the results of the issue economic indicators will be completed. In such cases, the issuing bank provides appropriate explanations for the reasons for non-compliance with economic standards and a list of measures to bring economic indicators to established standards.

The bank issuing shares must break even during the last three completed financial years or from the moment of formation, if this period is less than three years. For newly established banks, it is envisaged that if they operate for less than a financial year and if there are losses during this period, the issue of shares is possible only if the bank submits appropriate calculations and guarantees confirming that the bank will have a profit at the end of the full financial year.

Among other things, issuing banks are required not to be sanctioned by government agencies. Issuing banks must not have overdue debts on taxes and loans at the time of drawing up the prospectus, debit balance on a correspondent account opened with the Bank of Russia, including correspondent sub-accounts of its branches. Refusal to register securities on other grounds is not allowed.

When registering an issue of shares, they are assigned a state registration number. If a bank simultaneously issues several types of shares, then a single set of registration documents is issued for them, but each type of shares receives its serial number according to the calculation of the issuing bank and a separate state registration number. If the bank, when re-issuing shares, provides for parameters similar to the parameters of previously issued types of shares, then the shares of the new issue retain the state registration number assigned to the shares of the previous issue similar to it.

After registration of the prospectus, the issuing bank publishes the registered prospectus of the issue of securities in a separate brochure in sufficient quantity for information of potential buyers, if the shares are sold by public subscription. In the case of a closed subscription for shares, the prospectus is not published. At the same time, the bank publishes a notice in the media about the forthcoming sale of shares, indicating in it the type of shares to be issued, the volume and price of the sale, the timing of the start and completion of the sale; places where buyers can read the contents of the prospectus and purchase shares.

Banks can accept in payment for shares:

cash in national and foreign currency;

material values necessary for the operation of the bank.

When canceling the state registration of the issue of shares, the issuing bank returns to the buyers the funds and tangible assets received from them.

After registration of the report on the results of the issue, the issuing bank publishes the results of the issue in the print media, where the message about the issue was previously published.

Banks issuing shares submit to the territorial departments of the Bank of Russia annual reports in the prescribed form.

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

According to the legislation of the Russian Federation, shares issued by banks can be registered and bearer. Shares are considered nominal in the event that for the implementation of property rights associated with their possession, it is necessary to register the name of the owner of the share in the books of the issuer or, on his behalf, in an organization engaged in professional activities in securities. When a registered security is transferred from one owner to another, appropriate entries must be made in the register.

Only joint-stock companies have the right to issue shares. Earnings per share, which is generated from the profits of the joint-stock company that issued the shares, is a dividend.

2) the right to income, i.e. to receive a part net profit in proportion to the share of its contribution to the authorized capital in the form of dividends;

) the right to capital gains, which is associated with an increase in the price of shares in the market;

) the right to additional benefits provided by the joint-stock company to its shareholders in the form of discounts when purchasing the products of the joint-stock company or using services;

) the right to pre-emptive acquisition of new share issues;

) the right to a part of the property of a joint-stock company remaining after its liquidation and settlements with all creditors.

Shares are used to create a bank. The first issue of shares is aimed at creating own capital, subsequent issues - at increasing the authorized capital. The authorized capital of the company may be increased by increasing the par value of shares or placing additional shares.

Due to strict regulation central bank RF conditions for the issuance and circulation of securities bank shares in terms of reliability (status) can claim second place after government securities.

First issue of shares . When a credit organization is established in the form of a joint-stock company by founding or reorganizing (merging, separating, separating or transforming a credit organization from a limited liability company into a joint-stock company), all shares must be placed among its founders.

When a credit organization is established, the categories and types of shares to be placed among the founders, as well as the amount of the authorized capital, are determined in a written agreement on the creation of a credit organization concluded between its founders.

Payment for the shares of a credit institution upon its establishment shall be made by its founders at their nominal value.

The first issue of shares of a credit institution is registered according to general rule without simultaneous registration of the issue prospectus.

Registration of the first issue of shares of a credit institution must be accompanied by the registration of an issue prospectus in the following cases:

a) when placing securities among the founders, the number of which exceeds 500;

b) if the total issue volume exceeds 50 thousand minimum dimensions remuneration as of the date of the decision to issue securities.

The charter of a credit institution determines the category, number and par value of shares in Russian rubles acquired by shareholders (placed shares), the number and par value of shares that the credit institution is entitled to place in addition to the placed shares (declared shares). Additional shares may be placed by a credit institution only within the limits of the number of declared shares.

Registration and sale by the issuing bank of the first issue of shares are exempt from taxation on transactions with securities.

Not later than 30 days after the completion of the process of placement of securities, the credit institution - issuer analyzes its results and draws up a report on the results of the issue.

The report shall be signed by the head of the credit institution and the chief accountant, affixed with the seal of the credit institution and approved by the authorized management body of the credit institution.

The registering authority monitors the timely (in accordance with the registration documents) submission by the credit institution - issuer of reports on the results of the issue.

The report consists of sections:

a) information about the bank: full and abbreviated name of the bank; a list of all shareholders who own at least 5% of participation or voting shares in the authorized capital; list of members of the Council and the Board of the bank; a list of enterprises, firms and organizations in which the bank owns at least 5% of shares in the authorized capital; a list of banking and other organizations of which the bank is a member or manager; a list of its departments, branches and representative offices;

b) data on financial position jar: balance sheet at the end of the financial year; report on the use of bank profits; report on the formation and use of the reserve fund; the amount of overdue debt to creditors and the budget; information about the sanctions imposed on the bank by the authorities government controlled, court, arbitration or arbitral tribunal within a year; calculation of economic standards; report on shares and other types of securities issued by the bank. The annual report must be certified by an independent audit firm.

Reissue of shares.big banks widely use the issuance of shares as effective way attraction of financial resources.

The decision to issue shares to increase the authorized capital is made by the general meeting of shareholders by a majority vote of the holders of voting shares participating in the general meeting of shareholders, or by the board of directors (supervisory board) of the credit institution unanimously, if in accordance with the decision general meeting shareholders or the charter of the credit institution, he has the right to make such a decision within the limits of the number of authorized shares.

In order to increase the authorized capital, a credit institution may issue shares only after the shareholders fully pay for all shares previously issued by the bank.

An increase in the authorized capital of a credit institution may be carried out by increasing the par value of already placed shares or by placing additional shares. When the authorized capital is increased by increasing the nominal value of the placed shares, registration documents are drawn up for a general issue of shares with an increased nominal value.

At the end of the issue, shares with the same par value are canceled and replaced by newly issued shares with an increased par value.

The registration of an additional issue of shares must, as a general rule, be accompanied by the registration of an issue prospectus.

The registration of an additional issue of shares by a credit institution shall not be accompanied by the registration of an issue prospectus only if the following two conditions are simultaneously met:

) when conducting a closed subscription among a predetermined circle of buyers, the number of which does not exceed 500 persons;

) the total volume of the issue does not exceed 50,000 minimum wages as of the date of the decision to issue securities.

When the authorized capital is increased, both ordinary and preferred shares may be issued.

The meeting of shareholders of the bank may authorize the Board of Directors of the bank in the interval between the annual meetings of shareholders to decide on the establishment of periods for the implementation of share issues and their volumes with the establishment of the maximum increase in the authorized capital. At the same time, the Board of the bank shall report to the next meeting of shareholders on the fulfillment of the increase in the authorized capital established for the past year.

The decision on the next issue of shares can be made only after the registration of changes made to the charter of the credit institution based on the results of the previous issue regarding the new size of the authorized capital and the number of placed and declared shares.

When re-issuing shares, banks must submit registration documents to the relevant subdivisions of the Central Bank of the Russian Federation within a month from the date of the decision to re-issue shares. Documents for amending the charter of the bank in connection with an increase in the authorized capital, the bank must submit to the Central Bank of the Russian Federation after registering the results of the issue of securities.

The bank issuing shares must break even during the last three completed financial years, or from the date of formation, if this period is less than three years. For newly established banks, it is provided that if they operate for less than one financial year and there are losses during this period, the issue of shares is possible only if the bank submits appropriate calculations and guarantees confirming that the bank will have a profit at the end of the full financial year.

Along with the above, issuing banks are also required not to be subject to sanctions by government authorities. Issuing banks should not have overdue debts on taxes to the budget and loans at the time of drawing up the prospectus for the debit balance on a correspondent account opened with the Central Bank of the Russian Federation, including correspondent subaccounts of their branches. Refusal to register securities on other grounds is not allowed.

If a bank simultaneously issues several types of shares, then a single set of registration documents is issued for them, but each of the types of shares receives its serial number according to the calculation of the issuing bank and a separate state registration number. If the bank, when re-issuing shares, provides for parameters similar to the previously issued type of shares, then the shares of the new issue retain the state registration number assigned to the shares of the previous issue similar to it.

The sale of re-issued shares must be completed within a year from the date of registration of the issue prospectus. When selling shares in the amount of at least 50% of the declared amount of the issue, the bank registers the results of the issue, and the remaining unpaid part of the shares is sold during the year.

Large banks with a good reputation have the opportunity to place their shares on the stock market and conduct efficient operations in order to extract additional profit. For small banks, the ability to raise additional resources through the issuance of shares is significantly hampered. This situation is explained by the fact that, firstly, as a result of the unstable economic situation in the country and the underdevelopment stock market small investors are wary of investing in small, obscure new banks; and secondly, these banks are usually owned by a limited circle of founders and the issue of new shares can lead to the loss of their control over the bank, so they veto an increase in the authorized capital by issuing new shares.

The issuing activity of a commercial bank includes a number of stages. The stages of the bank issuing shares or bonds are presented in Appendix 1.

The additional issue of shares results in an increase in three elements of the bank's equity:

− authorized capital;

− share premium;

− reserve capital.

The issuance of shares by a bank is a rather risky and costly way to increase equity.

3. Analysis of issuing transactions of commercial banks on the example of Sberbank of Russia

Commercial banks issue shares in order to form their own capital in the form of authorized capital, if they are created in the form of a joint-stock company and subsequently with an increase in the authorized capital.
All issues of securities, regardless of the size of the issue and the number of investors, are subject to mandatory state registration with the Central Bank of the Russian Federation. At the same time, issues of shares of joint-stock banks with an authorized capital of 400 million rubles. and more (including the estimated results of the issue, issues by the bank of shares with foreign founders or with a foreign participation of more than 50%, with a foreign participation of legal entities and individuals from the CIS countries of more than 50%) are registered with the Department for Control over the Activities of Credit Institutions at Financial markets of the Central Bank of the Russian Federation. The issue of bonds in the amount of 50 million rubles or more is also registered there. and more. In all other cases, issues of securities of banks are registered in the main territorial departments of the Bank of Russia and in national banks republics within the Russian Federation.
According to the legislation of the Russian Federation, shares issued by banks can be registered and bearer. Shares are considered registered in the event that for the implementation of property rights related to their power
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denial, it is necessary to register the name of the owner of the share in the books of the issuer or, on his behalf, in an organization engaged in professional activities in securities. When a registered security is transferred from one owner to another, appropriate entries must be made in the register.
The nominal value of bank shares is expressed in rubles.
All shares of the bank, regardless of the serial number and time of issue, must have the same nominal value (in rubles), if they provide the right to vote at a shareholders' meeting. This requirement also applies to preference shares, if these shares are vested with voting rights by the bank's statutory documents.
When establishing a joint-stock bank or transforming it from a share bank into a joint-stock bank, all shares must be distributed among the participants in this bank. If the transformation of a bank from a share into a share capital is accompanied by an increase in its authorized capital, then this increase can be carried out only at the expense of additional contributions from participants or distributed among the participants - with an increase in the bank's authorized capital at the expense of capitalization of its other funds.
The first issue of bank shares is registered according to the general rule without simultaneous registration of the issue prospectus. The registration of the first issue of bank shares must be accompanied by the registration of an issue prospectus if the following two conditions are met simultaneously: if there is a volume of placed securities among the founders, the number of which exceeds 500; if the total volume of the issue exceeds 50,000 minimum wages as of the date of the decision to issue securities.
The first issue of bank shares must consist entirely of ordinary registered shares. The issue of preferred shares in this case is not allowed. This situation is due to the fact that the bank in the first year of operation may not ensure the payment of dividends on preferred shares in the prescribed amount.
In order to increase the authorized capital, a joint-stock bank may issue shares only after the shareholders fully pay for all the shares previously issued by the bank. Registration of repeated share issues is accompanied by registration of the issue prospectus.
The registration of a re-issue of shares may not be accompanied by the registration of a prospectus if the following two conditions are met simultaneously:
the total volume of the issue does not exceed 50,000 minimum wages as of the date of the decision;
the bank after completion of the issue will have no more than 500 shareholders.
When the authorized capital is increased, both ordinary and preferred shares may be issued. Preferred shares of the bank may have different nominal values, unless this contradicts the bank's statutory documents that give voting rights to preferred shares.
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The procedure for issuing shares by a bank may differ depending on whether the registration of the issue of securities is accompanied by the registration of a prospectus. If the registration of the issue of bank securities is carried out without registration of the issue prospectus, then the issue procedure will include the following steps:

registration of the issue of securities;
registration of securities;
registration of the results of the release.
If the registration of a bank's foam paper issue is accompanied by the registration of a prospectus, then the issuance procedure will include the following steps:
adoption by the issuer of a decision on the issue;
preparation of the issue prospectus;
registration of the issue of securities and the prospectus;
publication of the issue prospectus and publication of a notice in the mass media on the issue of securities;
sale of securities;
registration of the results of the issue;
publication of the results of the issue.
The decision to issue securities is made by the management body of the bank, which has the appropriate powers in accordance with the current legislation and the bank's statutory documents. The meeting of shareholders of the bank may authorize the Board of Directors of the bank in the interval between the annual meetings of shareholders to decide on the establishment of periods for the implementation of share issues and their volumes with the establishment of the maximum increase in the authorized capital. At the same time, the Board of the bank shall report to the next meeting of shareholders on the fulfillment of the increase in the authorized capital established for the past year. The release decision must contain general data on the procedure, sources, methods and timing for the implementation of activities related to the release.
The issue prospectus is prepared by the Board of the bank, signed by the Chairman of the Board, the chief accountant, stapled, its pages are numbered, laced and sealed with the seal of the bank. The issue prospectus must be certified by an independent audit firm: a) for the subsequent issue of shares; b) at the first issue of shares, carried out in the process of transforming a previously created bank from a share into a joint-stock bank.
The issue prospectus must contain: a) basic information about the issuer; b) data on the financial position of the issuer; c) information about the forthcoming issue of securities.
In the "Basic information about the issuer" section, the status of the issuer is indicated as legal entity; legal and postal address; a list of all shareholders of the bank at the time of the decision to issue securities that have at least 5% of the total number of votes, the structure of the bank's management bodies and a list of all its members indicating their shares in the authorized capital of the bank; list of all enterprises, banks and
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other firms and organizations in which the issuing bank owns more than 5% of their own funds; the issuer's affiliation with industrial, banking, financial groups, holdings, concerns, associations, public organizations, membership in commodity, currency and stock exchanges; a list of all branches and representative offices of the issuing bank.
Data on the financial position of the issuer must contain: balance sheets for the last three completed financial years or for each completed period from the moment of formation, if this period is less than 3 years; confirmed audit balance sheet as of the end of the last quarter before the decision to issue securities, confirmed by an audit; short description the bank's property and its main activities, complete reports on the use of profits; ruble valuation of the currency part of income and expenditure items separately for each type of currency; the size of the reserve fund in accordance with the statutory documents and the actual amount of the reserve fund as of the date of the decision; the amount of overdue tax debt; information on debts to creditors as of the last reporting date; data on the allocation of funds for capital investments; information about administrative and economic sanctions imposed on the bank; data on the authorized capital (total volume, including the paid part, division of the authorized capital into shares, the number of previously issued shares, their face value, the rights of owners of various types of shares); terms of payment of dividends; report on securities already issued by the bank, broken down by securities issues.
The information on the forthcoming issue of securities shall contain general data on the securities, on the procedure for their issue; on organizations that will take part in the distribution of securities; the procedure for determining the amount and payment of dividends; the direction of the use of mobilized funds; calculated data on the degree of return on investment in these securities.
To register the issue of its securities, the issuing bank shall submit the following documents to the main territorial department of the Central Bank of the Russian Federation or to the Securities Department of the Central Bank of the Russian Federation, respectively: a) an application for registration; b) the issue prospectus (if the registration of the issue of securities is accompanied by the registration of the issue prospectus).
At the first issue of shares, registration documents are submitted simultaneously with the submission to the Central Bank of the Russian Federation of other documents necessary for the state registration of the bank itself. If a bank conducts a re-issue of shares, which is simultaneously accompanied not only by changes in the volume of the authorized capital, but also by other changes in its statutory documents, then the registration documents for the re-issue of shares are submitted simultaneously with the submission to the Central Bank of the Russian Federation of other documents necessary for registration of these changes.
When re-issuing shares, banks must submit registration documents to the relevant subdivisions of the Central Bank of the Russian Federation within a month from the date of the decision to re-issue shares.
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Documents for amendments to the bank's charter in connection with an increase in the authorized capital, the bank must submit to the Central Bank of the Russian Federation after registration of the results of the issue of securities.
The Central Bank of the Russian Federation may refuse to register an issue of securities in the following cases:
violation by the issuing bank of the current legislation of the Russian Federation on securities and the procedure for compiling and processing registration documents for the issue of securities;
incomplete submission of registration documents;
the presence in the registration documents of false information or information that allows one to conclude that the conditions for issuing shares do not comply with the current legislation, banking rules and Instructions;
non-compliance by the bank with economic standards according to quarterly reporting data as of the date preceding the issue of securities. The Central Bank of the Russian Federation may allow the issue of shares if, following the results of the issue, economic indicators are met. In such cases, the issuing bank provides appropriate explanations for the reasons for non-compliance with economic standards and developed measures to bring them to the established standards.
The bank issuing shares must break even during the last three completed financial years or from the moment of formation, if this period is less than three years. For newly established banks, it is provided that if they operate for less than a financial year and there are losses during this period, the issue of shares is possible only if the bank submits appropriate calculations and guarantees confirming that the bank will have a profit at the end of the full financial year.
Along with the above, issuing banks are also required not to be subject to sanctions by government authorities. Issuing banks should not have overdue debts on taxes to the budget and loans at the time of drawing up the prospectus, a debit balance on a correspondent account opened with the Central Bank of the Russian Federation, including correspondent subaccounts of their branches. Refusal to register securities on other grounds is not allowed.
When registering an issue of shares, they are assigned a state registration number. If a bank simultaneously issues several types of shares, then a single set of registration documents is issued for them, but each of the types of shares receives its serial number according to the calculation of the issuing bank and a separate state registration number. If the bank, when re-issuing shares, provides for parameters similar to the previously issued type of shares, then the shares of the new issue retain the state registration number assigned to the shares of the previous issue similar to it.
After registration of the prospectus, the issuing bank publishes the registered prospectus as a separate brochure in sufficient quantity for information of potential buyers. One-
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temporarily, the bank publishes a notice in the media about the forthcoming sale of shares, indicating in it the type of shares to be issued, the volume and price of the sale, the timing of the start and completion of the sale; places where buyers can read the contents of the prospectus and purchase shares
Banks can accept shares as payment:
cash in national currency;
material values necessary for the activities of the bank.
At the same time, the share of tangible assets in the first two years from the date of registration should not exceed 20% of the total amount of the authorized capital, and subsequently it should be reduced to 10%.
Banks can increase their authorized capital by capitalizing their own funds:
funds of the reserve fund created at the expense of net profit (after taxation), subject to retention in this fund minimum amount in the amount of 15% of the paid amount of the authorized capital:
funds received by the bank from the sale of shares to the first owners in excess of the nominal value;
funds received as a result of the revaluation of fixed assets, carried out by decision of the Government of Russia;
unused balances of economic incentive funds based on the results of activities for last year;
fixed assets and household inventory acquired by the bank at the expense of its own profit, minus the depreciation accrued on them;
accrued but unpaid dividends at the end of the reporting year;
retained earnings at the end of the previous year;
by replacing the convertible bonds previously issued by the bank with shares - in accordance with the terms of their issue and the current legislation.
The sale of shares of the first issue must be completed no later than 30 days after receiving the notification of the Central Bank of the Russian Federation on the registration of the bank's founding documents, in case of subsequent issues - within a year from the date of registration of the issue prospectus. When selling shares in the amount of at least 50% of the declared amount of the issue, the bank registers the results of the issue, and the remaining unpaid part of the shares is sold during the year. The share of each of the founders of the shareholders in the authorized capital of the bank should not exceed 35%, and the share of shareholders related to each other by common interests - no more than 20% without notifying the Central Bank of the Russian Federation.
The report on the results of the issue is submitted to the relevant subdivision of the Central Bank of the Russian Federation. At the same time, a report on the first issue of shares is submitted simultaneously with documents for obtaining a permanent banking license.
The Central Bank of the Russian Federation may refuse to register the report and the results of the issue of securities, which means that the issue is declared invalid and the state registration of the issue itself is canceled if:
===485===
the decision to recognize the issue as invalid was made by the issuer itself based on the results of the issue;
the report on the results of the issue is not submitted for registration within the established period or by the day until which the issue is extended with the knowledge of the registering authority;
violation of the current legislation, banking rules or Instruction of the Central Bank of the Russian Federation No. 8 in the process of issuing shares by the bank;
the actually paid share of the issue of shares is less than the established Instruction (50%);
the report on the results of the issue was drawn up incompletely, in violation of the Instructions.
When canceling the state registration of the issue of shares, the issuing bank returns to the buyers the funds and tangible assets received from them.
After registration of the report on the results of the issue, the issuing bank publishes the results of the issue in the print media, where the message about the issue was previously published.
Banks issuing shares annually submit annual reports to the territorial departments of the Central Bank of the Russian Federation in the prescribed form. The report consists of sections:
a) information about the bank: full and abbreviated name of the bank; a list of all shareholders who own at least 5% of participation or voting shares in the authorized capital; list of members of the Council and the Board of the bank; a list of enterprises, firms and organizations in which the issuing bank owns 20% or more of the authorized capital, a list of banking and other organizations, of which the bank is a member or manager; a list of its departments, branches and representative offices;
b) data on the financial position of the bank: balance sheet based on the results of the financial year; report on the use of bank profits; report on the formation and use of the reserve fund; the amount of overdue debt to creditors and the budget; information about sanctions imposed on the bank by government bodies, court, arbitration or arbitration court during the year; calculation of economic standards; report on shares and other types of securities issued by the bank. The annual report must be certified by an independent audit firm.

More on the topic The procedure for issuing and registering shares by commercial banks:

10.1. Organizational and legal forms and structure of commercial banks
The procedure for issuing and registering shares by commercial banks
Shares, their classification, organization of issue and circulation. The value and profitability of shares.
3.3.2. Attraction and placement of funds by commercial banks

- Copyright - Advocacy - Administrative law - Administrative process - Antimonopoly and competition law - Arbitration (economic) process -

Commercial banks can issue the following types securities: shares for the purpose of forming the authorized capital own debt obligations, bonds, deposit and savings certificates, promissory notes - to attract additional borrowed funds.

The procedure for issuing shares and bonds by commercial banks is regulated by the following normative documents:

"On the Rules for the Issue and Registration of Securities on the Territory of the Russian Federation".

"On the Rules for the Issue and Registration of Securities on the Territory of the Russian Federation" (as amended by letters Ms 5 of January 27, 1993, No. 7 of February 4, 1993, and No. 132 of November 15, 1993).

· Instruction of the Central Bank of the Russian Federation of March 10, 2006 N 128-I (as amended on March 28, 2007) "On the rules for issuing and registering securities in the territory of the Russian Federation".

All issues of securities, regardless of the size of the issue and the number of investors, are subject to mandatory state registration with the Central Bank of the Russian Federation. At the same time, issues of shares of joint-stock banks with an authorized capital of 400 million rubles. and more (including the estimated results of the issue, issues by the bank of shares with foreign founders or with a foreign participation of more than 50%, with a foreign participation of legal entities and individuals from the CIS countries of more than 50%) are registered with the Department for Control over the Activities of Credit Institutions at Financial markets of the Central Bank of the Russian Federation. The issue of bonds in the amount of 50 million rubles or more is also registered there. and more. In all other cases, issues of bank securities are registered with the main territorial departments of the Bank of Russia and with the national banks of the republics within the Russian Federation.

According to the legislation of the Russian Federation, shares issued by banks can be registered and bearer. The nominal value of bank shares is expressed in rubles. All shares of the bank, regardless of the serial number and time of issue, must have the same nominal value (in rubles), if they provide the right to vote at a shareholders' meeting. This requirement also applies to preference shares, if these shares are vested with voting rights by the bank's statutory documents.

When establishing a joint-stock bank or transforming it from a share bank into a joint-stock bank, all shares must be distributed among the participants in this bank. If the transformation of a bank from a share into a share capital is accompanied by an increase in its authorized capital, then this increase can be carried out only at the expense of additional contributions from participants or distributed among the participants - with an increase in the bank's authorized capital at the expense of capitalization of its other funds.

The first issue of bank shares is registered according to the general rule without simultaneous registration of the issue prospectus. The registration of the first issue of bank shares must be accompanied by the registration of an issue prospectus if the following two conditions are met simultaneously: if there is a volume of placed securities among the founders, the number of which exceeds 500; if the total volume of the issue exceeds 50,000 minimum wages as of the date of the decision to issue securities.

In order to increase the authorized capital, a joint-stock bank may issue shares only after the shareholders fully pay for all the shares previously issued by the bank. Registration of repeated share issues is accompanied by registration of the issue prospectus.

The registration of a re-issue of shares may not be accompanied by the registration of a prospectus if the following two conditions are met simultaneously:

1. the total volume of the issue does not exceed 50,000 minimum wages as of the date of the decision;

2. after completion of the issue, the bank will have no more than 500 shareholders.

When the authorized capital is increased, both ordinary and preferred shares may be issued. Preferred shares of the bank may have different nominal values, unless this contradicts the bank's statutory documents that give voting rights to preferred shares.

The procedure for issuing shares by a bank may differ depending on whether the registration of the issue of securities is accompanied by the registration of a prospectus. If the registration of the issue of bank securities is carried out without registration of the issue prospectus, then the issue procedure will include the following steps:

2. registration of the issue of securities;

3. registration of securities;

4. registration of the results of the issue.

If the registration of a bank's foam paper issue is accompanied by the registration of a prospectus, then the issuance procedure will include the following steps:

1. adoption by the issuer of a decision on the issue;

2. preparation of the issue prospectus;

3. registration of the issue of securities and the prospectus;

4. publication of the issue prospectus and publication of a notice in the mass media on the issue of securities;

5. sale of securities;

6. registration of the results of the issue;

7. publication of the results of the issue.

The decision to issue securities is made by the management body of the bank, which has the appropriate powers in accordance with the current legislation and the bank's statutory documents. The meeting of shareholders of the bank may authorize the Board of Directors of the bank in the interval between the annual meetings of shareholders to decide on the establishment of periods for the implementation of share issues and their volumes with the establishment of the maximum increase in the authorized capital. At the same time, the Board of the bank reports to the next meeting of shareholders on the implementation of the increase in the authorized capital established for the past year. The release decision must contain general data on the procedure, sources, methods and timing for the implementation of activities related to the release.

The issue prospectus is prepared by the Board of the bank, signed by the Chairman of the Board, the chief accountant, stapled, its pages are numbered, laced and sealed with the seal of the bank. The issue prospectus must be certified by an independent audit firm: a) for the subsequent issue of shares; b) at the first issue of shares, carried out in the process of transforming a previously created bank from a share into a joint-stock bank.

The prospectus must contain:

a) basic data about the issuer;

b) data on the financial position of the issuer;

c) information about the forthcoming issue of securities.

The section "Basic information about the issuer" indicates the status of the issuer as a legal entity; legal and postal address; a list of all shareholders of the bank at the time of the decision to issue securities that have at least 5% of the total number of votes, the structure of the bank's management bodies and a list of all its members indicating their shares in the authorized capital of the bank; a list of all enterprises, banks and other firms and organizations in which the issuing bank owns more than 5% of their own funds; the issuer's belonging to industrial, banking, financial groups, holdings, concerns, associations, public organizations, membership in commodity, currency and stock exchanges; a list of all branches and representative offices of the issuing bank.

Data on the financial position of the issuer must contain: balance sheets for the last three completed financial years or for each completed period from the moment of formation, if this period is less than 3 years; audited balance sheet as of the end of the last quarter before the decision to issue securities, confirmed by an audit; a brief description of the bank's property and its main activities, full reports on the use of profits; ruble valuation of the currency part of income and expenditure items separately for each type of currency; the size of the reserve fund in accordance with the statutory documents and the actual amount of the reserve fund as of the date of the decision; the amount of overdue tax debt; information on debts to creditors as of the last reporting date; data on the allocation of funds for capital investments; information about administrative and economic sanctions imposed on the bank; data on the authorized capital (total volume, including the paid part, division of the authorized capital into shares, the number of previously issued shares, their face value, the rights of owners of various types of shares); terms of payment of dividends; report on securities already issued by the bank, broken down by securities issues.

The information on the forthcoming issue of securities shall contain general data on the securities, on the procedure for their issue; on organizations that will take part in the distribution of securities; the procedure for determining the amount and payment of dividends; the direction of the use of mobilized funds; calculated data on the degree of return on investment in these securities.

To register the issue of its securities, the issuing bank submits the following documents to the main territorial department of the Central Bank of the Russian Federation or to the Securities Department of the Central Bank of the Russian Federation, respectively:

a) an application for registration;

b) the issue prospectus (if the registration of the issue of securities is accompanied by the registration of the issue prospectus).

At the first issue of shares, registration documents are submitted simultaneously with the submission to the Central Bank of the Russian Federation of other documents necessary for the state registration of the bank itself. If a bank conducts a re-issue of shares, which is simultaneously accompanied not only by changes in the volume of the authorized capital, but also by other changes in its statutory documents, then the registration documents for the re-issue of shares are submitted simultaneously with the submission to the Central Bank of the Russian Federation of other documents necessary for registration of these changes.

Documents for amendments to the bank's charter in connection with an increase in the authorized capital, the bank must submit to the Central Bank of the Russian Federation after registration of the results of the issue of securities.

The Central Bank of the Russian Federation may refuse to register an issue of securities in the following cases:

Violation by the issuing bank of the current legislation of the Russian Federation on securities and the procedure for compiling and processing registration documents for the issue of securities;

Incomplete submission of registration documents;

The presence in the registration documents of false information or information that allows one to conclude that the conditions for issuing shares do not comply with the current legislation, banking rules and Instructions;

Non-compliance by the bank with economic standards according to quarterly reporting data as of the date preceding the issue of securities. The Central Bank of the Russian Federation may allow the issue of shares if, following the results of the issue, economic indicators are met. In such cases, the issuing bank provides appropriate explanations for the reasons for non-compliance with economic standards and developed measures to bring them to the established standards.

The bank issuing shares must break even during the last three completed financial years or from the moment of formation, if this period is less than three years. For newly established banks, it is provided that if they operate for less than a financial year and there are losses during this period, the issue of shares is possible only if the bank submits appropriate calculations and guarantees confirming that the bank will have a profit at the end of the full financial year.

Along with the above, issuing banks are also required not to be subject to sanctions by government authorities. Issuing banks should not have overdue debts on taxes to the budget and loans at the time of drawing up the prospectus, a debit balance on a correspondent account opened with the Central Bank of the Russian Federation, including correspondent subaccounts of their branches. Refusal to register securities on other grounds is not allowed.

When registering an issue of shares, they are assigned a state registration number. If a bank simultaneously issues several types of shares, then a single set of registration documents is issued for them, but each of the types of shares receives its serial number according to the calculation of the issuing bank and a separate state registration number. If the bank, when re-issuing shares, provides for parameters similar to the previously issued type of shares, then the shares of the new issue retain the state registration number assigned to the shares of the previous issue similar to it.

After registration of the prospectus, the issuing bank publishes the registered prospectus as a separate brochure in sufficient quantity for information of potential buyers. At the same time, the bank publishes a notice in the media about the forthcoming sale of shares, indicating in it the type of shares to be issued, the volume and price of the sale, the timing of the start and completion of the sale; places where buyers can read the contents of the prospectus and purchase shares

Banks can accept shares as payment:

cash in national currency;

· material values necessary for the activities of the bank.

At the same time, the share of tangible assets in the first two years from the date of registration should not exceed 20% of the total amount of the authorized capital, and subsequently it should be reduced to 10%.

Banks can increase their authorized capital by capitalizing their own funds:

Resources of the reserve fund created at the expense of net profit (after tax), provided that the fund retains a minimum amount of 15% of the paid-in amount of the authorized capital:

Funds received by the bank from the sale of shares to the first owners in excess of the nominal value;

Funds received as a result of the revaluation of fixed assets, carried out by decision of the Government of Russia;

Unused balances of economic incentive funds based on the results of last year's activities;

Fixed assets and household inventory acquired by the bank at the expense of its own profit, minus the depreciation accrued on them;

Accrued but unpaid dividends at the end of the reporting year;

Retained earnings at the end of the previous year;

By replacing convertible bonds previously issued by the bank with shares - in accordance with the terms of their issue and applicable law.

The sale of shares of the first issue must be completed no later than 30 days after receiving the notification of the Central Bank of the Russian Federation on the registration of the bank's founding documents, in case of subsequent issues - within a year from the date of registration of the issue prospectus. When selling shares in the amount of at least 50% of the declared amount of the issue, the bank registers the results of the issue, and the remaining unpaid part of the shares is sold during the year. The share of each of the founders of the shareholders in the authorized capital of the bank should not exceed 35%, and the share of shareholders related to each other by common interests - no more than 20% without notifying the Central Bank of the Russian Federation.

The report on the results of the issue is submitted to the relevant subdivision of the Central Bank of the Russian Federation. At the same time, a report on the first issue of shares is submitted simultaneously with documents for obtaining a permanent banking license.

The Central Bank of the Russian Federation may refuse to register the report and the results of the issue of securities, which means that the issue is declared invalid and the state registration of the issue itself is canceled if:

· the decision to recognize the issue as invalid was made by the issuer itself based on the results of the issue;

· the report on the results of the issue is not submitted for registration within the established period or by the day until which the issue is extended with the knowledge of the registering authority;

· violation of the current legislation, banking rules in the process of issuing shares by the bank;

· the actually paid share of the share issue is less than the established Instruction (50%);

· The report on the results of the issue was drawn up incompletely, in violation of the Instructions.

When canceling the state registration of the issue of shares, the issuing bank returns to the buyers the funds and tangible assets received from them.

After registration of the report on the results of the issue, the issuing bank publishes the results of the issue in the print media, where the message about the issue was previously published.

Banks issuing shares annually submit annual reports to the territorial departments of the Central Bank of the Russian Federation in the prescribed form. The report consists of sections:

a) information about the bank: full and abbreviated name of the bank; a list of all shareholders who own at least 5% of participation or voting shares in the authorized capital; list of members of the Council and the Board of the bank; a list of enterprises, firms and organizations in which the issuing bank owns 20% or more of the authorized capital, a list of banking and other organizations, of which the bank is a member or manager; a list of its departments, branches and representative offices;

b) data on the financial position of the bank: balance sheet based on the results of the financial year; report on the use of bank profits; report on the formation and use of the reserve fund; the amount of overdue debt to creditors and the budget;