All other types of securities. Non-issue securities have specific 44

signs, are issued and circulated individually and assign an individual scope of rights to their owner.

According to the form of issue, securities are divided into documentary and uncertificated.

Documentary securities.

These are papers that are issued in the form of a separate document on paper. The scope of rights certified by the security is indicated in the document itself. The documentary form of issue includes the form of issue of issue-grade securities in which the owner is identified on the basis of presentation of a properly executed security certificate or, in the case of depositing such, on the basis of an entry in a securities account. In this case, the rights secured by the security are certified by a certificate and a decision on issue.

Uncertificated securities.

Securities in which the form of fixation of rights (as well as the form of storage and transmission of information contained in the security) is carried out using electronic media. A person who registers rights in a non-documentary form is obliged, at the request of the owner of the right, to issue him a document evidencing the secured right. In a non-documentary form of release, rights are secured only by a decision on release.

Documentary and uncertificated securities can be divided into the following subgroups:

• 1) (documentary to bearer) (for example, a simple warehouse receipt);
• 2) registered documentary(for example, housing certificate);
• 3) registered undocumented(for example, a promotion);
• 4) order documentary(for example, a bill).

Current legislation defines the following possible forms of equity securities:

• 1) bearer documentary(documentary to bearer) (for example, a bond);
• 2) registered undocumented(for example, stock, bond, issuer option);
• 3) registered documentary- in cases provided for by federal laws (for example, government bonds of state bonds).

Depending on the issuer, securities are divided into public (state and municipal) and private.

Depending on the type of property rights being certified, securities are divided into the following groups.

Debt. Debt securities certify the loan relationship and the right to demand repayment of the debt and payment of interest for the use of the loan. Debt securities include state And municipal bond, bond, including housing certificate, bill of exchange, mortgage. Part of debt securities, which include mortgage bond, mortgage-backed bond And mortgage-backed mortgage, are included in the group of mortgage-backed securities, i.e., securities backed by mortgages and (or) mortgage loans.

Equity. Equity securities certify the right to a share (including in the future) in the ownership of property, as well as the right to a share in profits. Equity securities include stock, investment units And mortgage participation certificate.

Deposits. Deposit securities certify the right to claim a monetary deposit made to a bank or other financial institution under certain conditions, and interest on the deposit. Investment securities include deposit And savings certificates, check, bank passbook payable to bearer.

Selling. Sales securities certify the right to demand actions to conclude a purchase and sale agreement for a specific item at an agreed price. Marketable securities include issuer option And privatization securities.

Goods title. Securities of title certify the right to claim an individualized thing or a certain share of a certain individualized mass of similar things. Title securities include bill of lading, and simple And double warehouse receipt.

It is worth noting that the above classification is of a general theoretical nature. Meanwhile, the classification of securities taking into account their specific types and subtypes is of greatest practical importance.

Stock. This is the main financial asset traded on the securities market. A share is recognized as an issue-grade security that secures the rights of its owner to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. The share is issued in book-entry form and is precisely a security.

Depending on the volume and procedure for exercising rights, shares are of the following types: placed and declared, ordinary and preferred, cumulative and convertible (Fig. 2).

Owners ordinary shares in accordance with federal legislation and the charter of the company, they have the right to participate in the general meeting of shareholders with a vote on all issues within its competence, they also have the right to receive dividends, and in the event of liquidation of the company, the right to receive part of its property.

Owners preferred shares do not have the right to vote at the general meeting of shareholders, except in cases specified by law. Preferred shares of a company of the same type provide shareholders, their owners, with the same amount of rights and have the same par value. The par value of the issued preferred shares must not exceed 25 percent of the authorized capital of the company.

Rice. 2.

The size of the dividend and (or) the value paid upon liquidation of the company (liquidation value) for preferred shares of each type must be determined in the company's charter. The dividend amount and liquidation value are determined in a fixed cash amount or as a percentage of the par value of preferred shares. The size of the dividend and the liquidation value of preferred shares are also considered determined if the charter of the company establishes the procedure for their determination. Owners of preferred shares for which the dividend amount is not determined have the right to receive dividends on the same basis as owners of ordinary shares.

The types and procedure for issuing shares, the procedure for creating and operating joint-stock companies, protecting the rights and interests of shareholders are regulated by the Civil Code of the Russian Federation and the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ.

Bonds. The next security is a bond, which 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 income on a bond is interest and (or) discount.

Bonds are classified into subtypes on various grounds.

Depending on the method of interest payment:

• 1. Interest-bearing bonds:
  • - coupon bonds (bonds with periodic coupon payments);
  • - bonds with a cumulative coupon (upon redemption, the investor receives the par value of the bond and the cumulative coupon income).
• 2. Zero coupon (discount) bonds (zero coupon bonds). When zero-coupon bonds are issued, the income on them is paid, as a rule, in the form of the difference between the par value of the bond and the price of its issue.

Depending on the method of generating income:

• 1. Bonds with a fixed coupon (coupon rate does not change):
  • - bonds with a constant par value;
  • - bonds with increasing par value (the bond par value is indexed).
• 2. Bonds with a floating coupon (nominal value does not change):
  • - bond with an indexed coupon;
  • - bonds with auction coupon determination.
• 3. Indexed bonds (par value and coupon change). The basis for indexing is a change in the base indicator. The basic indicator can be the inflation price index, the refinancing rate, and the yield on government securities. The issuer links coupon payments (interest) and (or) the principal amount of the debt (amount due) to this indicator.

Depending on the nature of the issuer:

• 1. Government (federal and subfederal) bonds.
• 2. Municipal bonds.
• 3. Bonds of government institutions.
• 4. Commercial (corporate and bank) bonds.
• 5. Bonds of foreign issuers.

Depending on the option of fixing the right of the authorized person to the security:

• 1. Registered bonds. The rights certified by the bond and coupon belong to the person named in the bond.
• 2. Bearer bonds. The rights certified by the bond and the coupon belong to the bearer of the bond.
• 3. Bond with a tear-off coupon. The rights certified by the bond belong to the person named in the bond, and the rights certified by the coupon belong to the bearer of the coupon.

According to the method of repayment of the face value:

• 1. Bonds with nominal repayment in a single payment at the end of the term.
• 2. Bonds with distribution of repayment over time (bonds with annuity). These are bonds not with a lump sum, but with gradual repayment. An annuity is the present value of a series of regular payments made at specified intervals over a period specified by the terms of the issue. Annuities can have fixed or variable payouts. The frequency of current payments is determined by the terms of the issue.
• 3. Bonds with sequential repayment of a fixed share of the total number of bonds (lottery or circulation loans).

Depending on the possibility of early repayment:

• 1. Bonds with a ban on early redemption (bonds without the right of early withdrawal by the issuer). Repaid in full at expiration date.
• 2. Bonds with the right of early redemption:
  • - callable bonds (bonds with a call option). These are bonds with the option of being redeemed by the issuer before maturity. Dual maturity bonds are a type of callable bond and have two dates between which the issuer must make redemption;
  • - bonds with the right of early repayment (bonds with a put option, bonds with an offer). They give the investor the right to return the bond to the issuer before maturity and receive the agreed value for it. When issuing bonds with an offer, the issuer (or another guarantor, for example an investment bank) undertakes that on certain dates it will buy back any number of bonds presented to it at a predetermined price, periodically publishes an offer in which it undertakes to buy back the bonds within a strictly specified period;
  • - bonds with the right of early redemption on both sides.

Depending on the possibility of extending the period:

• 1. Non-renewable bonds.
• 2. Renewable (rolled over) bonds. They provide the opportunity to extend the deadline for your application. Wherein:
  • - the issuer has the right to extend the term;
  • - the investor has the right to extend the period; this type of bond is similar to bonds with a put option, only in this case the investor has the right not to early repay a bond with a long maturity, but, on the contrary, to extend the term of a bond with a short maturity.

Depending on the repayment period (world practice):

• 1. Short-term (1-5 years).
• 2. Medium-term (5-10 years).
• 3. Long-term (10-30 years).
• 4. Indefinite:
  • - with a put option (the investor has the opportunity to repay the bond at certain moments);
  • - with a call option (the issuer has the opportunity to repurchase the bond at certain moments).

By level of security:

• 1. Unsecured bonds.
• 2. Secured bonds:
  • - bonds with collateral, including a mortgage or mortgage coverage; the subject of collateral can only be securities and real estate;
  • - bonds secured by a guarantee;
  • - bonds secured by a bank guarantee (the period for which the bank guarantee is issued must exceed the maturity date (expiration date) of the bonds secured by such a guarantee by at least 6 months);
  • - bonds secured by a state or municipal guarantee.

By nature of the appeal:

• 1. Non-convertible bonds.
• 2. Convertible bonds, i.e., at the request of the owner, they can be converted (converted) into a certain number of shares of the same or another issuer.

According to the forms of reimbursement of the loan amount:

• 1. Bonds redeemable in cash.
• 2. In-kind (commodity) loans, repaid by a certain type of product or service in high demand; in essence, this is an urgent transaction with payment on the terms of a commercial loan. For example, automobile bonds, telephone bonds, actively issued by regional telecommunications offices in the period from 1995 to 1999. The possibility of repaying bonds with property is provided for by the standards for issuing securities. The possibility of repaying bonds by services is not currently provided for by Russian legislation.
• 3. Bonds with payment at option. The owner of the bond can receive interest income in cash or in newly issued bonds.

Depending on the loan currency:

• 1. Bonds denominated in Russian currency.
• 2. Bonds denominated in foreign currency.

Of the listed subtypes of bonds, state and municipal bonds, housing certificates, mortgage bonds and a number of others require special specification.

State and municipal securities certify the right of their owner to receive from the issuer of the specified securities funds or, depending on the terms of the issue of these securities, other property, established percentages of the nominal value or other property rights within the time limits provided for by the terms of the specified issue. These securities differ from all others in that their issuers are the Russian Federation or constituent entities of the Russian Federation and municipalities represented by executive authorities or executive bodies of local self-government.

The issuer of securities of the Russian Federation is the federal executive body, whose functions, by decision of the Government of the Russian Federation, include the preparation and (or) execution of the federal budget.

Legal regulation of relations on state loans is carried out not only by the Civil Code of the Russian Federation, but also by the Budget Code of the Russian Federation, as well as Federal Law No. 136-FZ dated July 29, 1998 “On the peculiarities of the issue and circulation of state and municipal securities.”

Housing certificates- a special type of bonds with an indexed nominal value, certifying the right of their owner to purchase an apartment (apartments) subject to the acquisition of a package of housing certificates in the manner and on the terms established by the Regulations on the issue and circulation of housing certificates and the Conditions of issue, or to receive from the issuer under the first the requirement of the indexed nominal value of the housing certificate. The indexation scheme for the nominal value of a housing certificate is established upon its issuance and remains unchanged during the established validity period of the housing certificate.

A housing certificate certifies the contribution by the first owner (a legal entity or an individual purchasing the certificate) of funds for the construction of a certain total area of ​​housing, the size of which does not change during the established period of validity of the housing certificate. The denomination of the housing certificate is established in units of the total area of ​​housing, as well as in its monetary equivalent. At the same time, the minimum value of the housing certificate, expressed in units of the total area of ​​housing, cannot be set to less than 0.1 square meters. meters.

Legal entities (with the exception of banks, credit institutions and stock exchanges) registered in the territory of the Russian Federation, having customer rights for housing construction, a land plot allocated in the prescribed manner for housing construction and design documentation for housing that is the object of the project, can act as issuers of housing certificates raising funds, as well as legal entities to which all these rights have been transferred in accordance with the established procedure. The issuer of housing certificates bears, on its own behalf, obligations under them to the owners of housing certificates.

The volume of housing certificates issued (expressed in units of total residential area) cannot exceed the size of the total area of ​​the housing being built by the issuer that is the object of raising funds.

The next type of securities that are worth paying attention to are mortgage securities.

Mortgage-backed securities are mortgage-backed bonds and mortgage participation certificates.

Mortgage-backed bond- a bond, the fulfillment of obligations under which is secured in whole or in part by a pledge of mortgage coverage.

Mortgage participation certificate- a registered security certifying its owner’s share in the right of common ownership of the mortgage coverage, the right to demand from the person who issued it proper trust management of the mortgage coverage, the right to receive funds received in fulfillment of obligations, the claims for which constitute the mortgage coverage, as well as others rights provided for 54

relevant legislation. Mortgage coverage can only consist of claims secured by a mortgage for the return of the principal amount of debt and (or) for the payment of interest under credit agreements and loan agreements, including those certified by mortgages, and (or) mortgage participation certificates certifying the share of their owners in the right of common ownership of the property. other mortgage coverage, funds in Russian currency or foreign currency, as well as government securities and real estate.

Objects of civil rights are objectified material and intangible benefits, in relation to (regarding) which civil rights and obligations arise, civil legal relations are formed and operate.

Among the objects of civil rights, securities stand out, because they are widely used in developed economies and are the main way of recording and verifying certain property rights of its holder or owner.

A security is a document that meets the requirements established by law and certifies obligations and other rights, the exercise or transfer of which is possible only upon presentation.

However, it should be noted that according to the previously effective Civil Code of the Russian Federation, securities certified property rights, while according to the new norm, a security can certify obligations and other rights. Thus, the list of rights has been expanded. Obviously, “other rights” include not only property, but also non-property rights (for example, the right to information, etc.).

A security, according to the Civil Code of the Russian Federation, is a movable thing (a document on paper) containing the right of obligation, since a security always certifies a known right of claim. The document and the right are inseparable in a security. The loss of a paper is equivalent to the loss of the right of obligation merged with it.

To recognize a document as a security, it must meet certain special criteria regarding details and form. Failure to comply with these requirements entails the nullity of the security.

Thus, in order to be recognized as a security - an object of civil rights, a special thing, a document must have at least two characteristics.

The first, essential feature: a security contains (certifies) a property right of obligation, which is realized by presenting the security. This sign is expressed as follows:

• a) compliance with the necessary details of securities (in other words, literality, which means the ability to demand execution only of what is directly indicated in the security);
• b) the ability to accurately identify the person who has the right to demand execution of the security (legitimacy, i.e. determine the authorized person);
• c) the need for its presentation (i.e. presentation to the obligated person). Only in this case is the unhindered implementation of the right expressed in the document possible;
• d) the presumption of good faith in the ownership of a security by the person presenting it (i.e., the person presenting the security is considered to be in good faith and is freed from the question “where did you get this from?”).

In this case, the security must be directly enshrined in the law.

The Civil Code of the Russian Federation classifies the following as securities: a share (a security whose owner, a shareholder, receives the right 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), a bill of exchange (a security representing a simple abstract unconditional obligation to pay to the legal holder (to the bill holder) within the period specified on it, the amount indicated by the debtor), mortgage (enshrined in the Federal Law “On Mortgage (Pledge of Real Estate)”, investment share of a mutual investment fund, bill of lading (used in maritime transportation of goods, means that the holder of the bill of lading has the right to dispose of the cargo while it is on the ship during transportation), a bond (a security that secures the right of its owner to receive from the issuer of the bond within the period specified in it its nominal value or other property equivalent), a check (a security containing an unconditional order of the drawer bank to make payment of the amount specified in it to the holder of the check).

The Civil Code of the Russian Federation clearly divides all securities into two large groups - documentary securities and uncertificated securities.

Documentary securities are such securities - documents that comply with the requirements established by law and certify obligations and other rights, the exercise or transfer of which is possible only upon presentation of such documents.

A book-entry security means obligations and other rights that are enshrined in the decision on the issue or other act of the person who issued the securities in accordance with the requirements of the law, and the exercise and transfer of which are possible only in compliance with special rules for accounting for these rights.

However, not all securities can be uncertificated. For example, a bill, check, mortgage, bill of lading must be in documentary form.

According to the method of determining the subject, documentary securities are divided into the following types:

• - a bearer security, for which its owner is recognized as the person authorized to demand execution on it;
• - a registered security, for which the right to demand performance on it is recognized for the person specified (or named) in it;
• - an order security for which the person authorized to demand execution on it is recognized as its owner if the security is issued in his name or transferred to him from the original owner through a continuous series of endorsements (endorsements).

Includes several sectors. One of them is the stock exchange. The market is a source of income and redistribution of funds. Investors are buying shares of promising companies and banks, accelerating their growth. There are documentary and uncertificated securities in circulation here. The features of their functioning will be discussed in the article.

Definition

The market is a set of economic relations regarding the issue and circulation of securities. It is also called the stock exchange. The main purpose of the market is to ensure the financial development of the economy. This can be done with the help of bank loans and through securities. In the second case, funds are sent by investors:

• in developing companies that can generate income in the short term;
• into promising industries that can accumulate profits and capitalization in the long term.

Securities are placed on the primary market at the time of issue. This is where financial resources are mobilized. Issuers, investors, underwriters, the Federal Financial Markets Service are participants in this sector. On the secondary market, securities are resold and capital is channeled into promising industries. Here the market rate of assets is formed.

Functions of the RCB

• Redistribution of capital between economic sectors.
• Insurance of financial risks using options and other derivatives.
• Accumulation of available funds.
• Investing in the economy.
• Flow of capital into profitable industries.
• "Investment overheating" function. The price of securities changes. After the rush of demand, capitalization of assets occurs and the price returns to the market price.
• about the level of market development.

Emission securities

This is the most common type of shares on the market. Such securities secure the property rights of the owner, subject to assignment and unconditional implementation, in the manner prescribed by law; appear as a result of release; have equal rights regardless of the time of purchase.

The issuing securities include:

• share - secures the owner’s rights to receive dividends, manage the organization, and share property after the liquidation of the organization;
• bond - confirms the holder’s right to receive from the issuer the nominal value of a security deposit or other property within a specified time frame;
• option - secures the holder's right to buy/sell within a specified period of time a certain number of shares at a fixed price.

Issued securities are issued in two forms, these are:

• a certificate indicating the holder;
• non-documentary form - provides for recording the owners in the register.

History of origin

The definition of the term “uncertificated securities” comes from American law. In the 80s of the last century, negotiable, title and stock certificates were used with different legal regimes of regulation. In Art. 8-102 of the US Customs Code defines the concept of securities in book-entry form: for participation in the property of the issuer, which is not represented by another document, and its transfer is registered in special books.

France was the first to “dematerialize” the certificate. Since 1984, the country's legislation has enshrined this possibility in relation to stocks and bonds. In Germany, a special law allowed the issuance of “global certificates”.

Securities market in Russia

With the development of information technology, the confirmation form was changed from documentary to electronic. These certificates are also called securities, but they are subject to legal rules of ownership. This securitization trend well reflects the mobility of the turnover of “dematerial” securities is enshrined in Art. 142-149 of the Civil Code of the Russian Federation. The issuer, having received a license, can record rights using electronic computer technology. The procedure and rules of these operations are regulated by law.

Book-entry securities - the Law defines the procedure for recording, confirming and completing transactions on them. The person who updated the register is responsible for the safety of the records. It also constitutes a “decision on the issue of the Central Bank” and registers it with state authorities. This document certifies the rights of the owners. It is compiled in triplicate. One remains with the owner, the second is attached to the registry, and the last is transferred to the storage facility.

The peculiarity of such documents is that the issuer’s obligation is expressed in the form of an entry in a special “depo” account, which contains all the necessary details. In this form, the law allows the issue of shares and bonds. But the issue of bills carried out in this way is prohibited.

Handling problems

Domestic legislation also allowed the use of “dematerial” securities. When issuing issues, a joint-stock company must only register their issue in the books, and may not spend money on preparing forms. Government short-term bonds are another example of uncertificated securities. The law allows the issuance of any types of certificates in this form. But there is no legal regime for regulating disputes over them. All issues are resolved on the basis of the provisions of Art. 28 of the Federal Law “On the Securities Market”, which states that ownership of such objects is transferred in the same way as things.

Legal aspects

In American law, the object of property is the rights themselves. This approach is unacceptable for Russian legislation. There is no concept of obligation in American law. Therefore, automatic transfer of these interpretations and regulatory rules to the domestic market is impossible. The purchase and sale of securities should be regulated based on already established rules of law.

Before changes were made to the Civil Code of the Russian Federation, issues of issue were regulated by “Regulations on the Issue of Central Banks” No. 78. This document provided for the possibility of the existence of certificates in the form of entries in accounts. The new concept of securities from the Civil Code provides that the main purpose of the document is to fix certain property rights. Their transfer is possible without a certificate. In Art. 149 of the Civil Code states that rights to securities are recorded in a special register. And this already defeats the purpose of one of the functions of this tool.

Analyzing these provisions of the law, we can conclude that uncertificated securities are property rights that can be certified according to the general rule or by recording an entry in the register.

Ways to solve the problems of domestic securities market

1. Redistribution of shareholdings, direction of financial resources for the restoration and development of production in Russia.
2. Overcoming political instability and economic crisis.
3. Improvement of legislation.
4. Increasing the role of the state: final choice of the stock market functioning model, identification of sources of budget replenishment, formation of an effective supervision system.
5. Protection of investments in certificated and uncertificated securities.
6. Development of depository, clearing and agent networks that record the movement of documents.
7. Expanding the volume of information about the activities of issuers. Creation of a general system of market assessment indicators, introduction of ratings, development of a network of publications specializing in certain sectors of the economy as investment objects.

Features of the European model

The American market is the most developed in terms of infrastructure, profitability, capitalization, turnover, and liquidity. The regulatory framework was laid after the economic crisis of the 30s. last century. At the same time, the concept of capital management was revised. The laws “On the Central Bank” (1933), “On the Stock Exchange” (1934) and other acts came into force. Therefore, today uncertificated securities are freely traded in the United States.

The Western European market functions more efficiently than the domestic one, although it is inferior to the American one. This is a great merit of the mega-regulator and its well-established work. Each sector of the financial market performs a certain list of functions. And if there is a shortage of capital, resources are redistributed. All these actions are regulated by the relevant ministries (finance and economic affairs).

Trends in the development of global securities market

• Asset concentration is the concentration of capital among professional participants on the world's largest stock exchanges. As a result, the reliability of certificates and auction organizers increases.
• Globalization - rapid growth of securities issues.
• Computerization of the market - the use of the latest technologies, their constant updating, provision of communication means available to any investor.
• Strengthening government regulation is due to the need to protect the rights of investors, increase the reliability of documents and issuers, the transparency of the functioning of stock exchanges, and the security of computer data processing systems.
• Introduction of Internet technologies.
• Dissemination of new tools, systems and infrastructure.
• Securitization is the transfer of funds from traditional forms (savings and deposits) to the Central Bank, with the aim of combining illiquid assets and including them in circulation.
• Mergers and acquisitions of their partners by leading exchanges.

Registered securities VS Central Bank to bearer

For some time, all securities of the Russian Federation were regulated by the same legal acts. With changes in legislation, the rights of the holder after the disappearance of certificates acquired independent significance. Such documents do not take on the properties of things, but change the method of fixation. As a result, there is a need to better protect the interests of owners. “Replacement” of paper media leads to the disappearance of classic personalized certificates. The uncertificated form of bearer securities is unlikely to appear. And “dematerialized” orders, although not prohibited by law (Article 149 of the Civil Code), will not be widely used. Therefore, only emission securities remain undocumented.

Conclusion

The securities market in Russia functions to ensure the financial development of the economy. Certificates are in circulation in non-documentary form. In fact, this same share, which confirms the owner’s contribution to the property of the enterprise, is recorded in registers upon the fact of transfer.

The Federal Law “On the Securities Market” establishes the subject of regulation, which defines the concept and types of the securities market. The market refers to the relationships that arise during the issuance and circulation of securities, as well as the creation and activities of professional participants.

The types of securities market are distinguished:

• by degree of organization ( organized and unorganized);
• at the place of trade ( exchange and over-the-counter);
• at the time of release ( primary and secondary);
• by geography of operations ( local, regional, national, international);
• by transaction type ( cash and urgent).

Classification is also possible by the type of issuers and investors, and by the type of instruments themselves.

Definition and description of types of securities is given in Chapter 7 of the Civil Code of the Russian Federation.

The Code establishes two basic concepts:

1. Documentary securities- these are documents that are drawn up in accordance with the requirements of the law and certify certain obligations or other rights that can be exercised upon presentation of such documents.
2. Uncertificated securities— obligations and other rights that are enshrined in the decision on release or other document of the person who issued them. In this case, the release, implementation and transfer of rights are possible only according to the rules established by law.

What do these two concepts have in common and how do they differ? We will try to formulate the concept and types of securities briefly.

The essence of a security is to certify certain rights of its owner(repayment of borrowed funds, rights to property, participation in the work of the company and others).

Only in the first case these the rights are directly indicated in the document itself (documentary security), and in the second case these rights are indicated in the issuance documents (book-entry security.

Types of uncertificated securities: shares, bonds, issuer options, Russian depositary receipts.

Why are securities needed?

Let's imagine that there is some enterprise that is engaged in its own business and needs money. For example, for the purchase of goods for resale, for the purchase of components, for the construction of additional production facilities, and so on.

What ways does a company have to raise the necessary funds? As a rule, this is either the issue of securities.

The first method - taking a loan from a bank is not always suitable:

• Firstly, this is far from simple - the bank’s credit committee must approve the loan;
• Secondly, it is far from cheap, in most cases bank loans are relatively expensive;
• Thirdly, the bank will want to have some kind of collateral for issued loans, which will not always be acceptable;
• fourthly, if the amount borrowed is very large, it will not be easy for the bank to take on a significant risk on one borrower.

An alternative to a loan is raising money by issuing financial instruments.

Exist two basic types of securities, which are issued by enterprises to raise funds: shares and bonds. Bills of exchange are often used.

Types of securities

The Civil Code establishes the following types of securities: shares, bills of exchange, mortgages, investment shares of a mutual fund, bills of lading, bonds, checks and other securities issued in the manner prescribed by law.

Shares are usually issued by an enterprise for an unlimited period and provide their owners with the opportunity to participate in the management of the enterprise. If you own 10% of a business, this means that the business is 10% owned by you and you are entitled to receive an appropriate share of the dividends paid.

Ordinary shares

– ordinary and privileged.

Ordinary shares provide the right to participate in the management of the enterprise, including through participation in the Board of Directors, voting at general meetings of shareholders and the opportunity to appoint representatives to the management bodies of the enterprise.

Preferred shares

Privileged shares do not give their owners the opportunity to participate in the management of the company, but they guarantee the owners certain regular dividends - according to Russian law, at least 10% of the enterprise's net profit must be paid as dividends on preferred shares, otherwise preferred shares automatically become ordinary shares.

It is worth noting that ordinary shares may also pay dividends, but their amount is not guaranteed, just as the possibility of paying dividends is not guaranteed. A joint stock company may decide not to pay dividends at all and use net profits for the development of the enterprise.

Bonds

Bonds are different in that they do not provide the opportunity to manage the enterprise.

For this, the company agrees to pay the owners a certain amount over a certain period of time. However, unlike preferred shares, this income does not depend on the performance of the enterprise and is recorded at the moment when the bonds are placed among the original owners.

This return is usually expressed as the annual percentage that an investor will receive on his capital if he holds the bonds in his portfolio until they mature.

Simply put, a stock represents an interest in a company, and a bond is part of a company's debt.

In fact, bonds are analogous to a bill.

Bills of exchange

A bill of exchange is a security under which the person who issued the bill agrees to pay the person holding the bill a specific amount at a certain point in the future.

Such instruments are also called fixed income instruments, since at the time of their purchase the investor knows what profit he will receive (of course, if the issuer turns out to be solvent at the time of its repayment).

Currently, in Russia, almost all of the mentioned types of securities are registered, that is, at any time you can say who owns how much. There are also more exotic species and the so-called derivative financial instruments (for example, futures and options).

Types of Certificated Securities

Documentary securities can be bearer, order and registered.

Bearer- a documentary security for which the person authorized to demand execution on it is recognized as its owner.

This means that in order to exercise rights under a security, it is not necessary to confirm the fact of its acquisition. It is enough to present it, and the bearer can be anyone.

Warrant- a documentary security for which the person authorized to demand execution on it is recognized as its owner if it is issued in his name or transferred to him from the original owner through a continuous series of endorsements.

In practice, these are bills of exchange that change owners according to entries directly on the form of the security itself.

Personalized- a documentary security for which the person authorized to demand execution under it is recognized as either the owner indicated as the copyright holder in the accounting records, or the person to whom it was transferred as a result of the assignment of rights of claim (assignment).

Additionally, watch a short video about the types of securities:

(as amended by Federal Law dated July 2, 2013 N 142-FZ)

§ 1. General Provisions

Article 142. Securities

1. Securities are documents that comply with the requirements established by law and certify obligations and other rights, the exercise or transfer of which is possible only upon presentation of such documents (documentary securities).

Securities are also recognized as obligations and other rights that are enshrined in the decision on the issue or other act of the person who issued the securities in accordance with the requirements of the law, and the exercise and transfer of which are possible only in compliance with the rules for accounting for these rights in accordance with Article 149 of this Code ( uncertificated securities).

2. Securities are a share, a bill of exchange, a mortgage, an investment share of a mutual investment fund, a bill of lading, a bond, a check and other securities named as such in the law or recognized as such in the manner prescribed by law.

The issue or delivery of securities is subject to state registration in cases established by law.

Article 143. Types of securities

1. Documentary securities can be bearer (bearer securities), order and registered.

2. A bearer security is a documentary security for which its owner is recognized as the person authorized to demand execution on it.

3. An order is a certified security for which the person authorized to demand execution on it is recognized as its owner if the security is issued in his name or transferred to him from the original owner through a continuous series of endorsements.

4. A registered security is a certified security for which one of the following specified persons is recognized as the person authorized to demand execution on it:

1) the owner of the security, indicated as the copyright holder in the records maintained by the obligated person or a person acting on his behalf and having the appropriate license. The law may provide for the obligation to transfer such records to a person who has the appropriate license;

2) the owner of a security, if the security was issued in his name or transferred to him from the original owner in a continuous series of assignments of claims (cessions) by making personal endorsements on it or in another form in accordance with the rules established for the assignment of claims (cessions).

5. The issue or delivery of bearer securities is permitted in cases established by law.

The possibility of issuing or issuing certain documentary securities as registered or warranted securities may be excluded by law.

6. Unless otherwise established by this Code, the law or does not follow from the peculiarities of fixing rights to uncertificated securities, the rules on registered documentary securities, the copyright holder of which is determined in accordance with the accounting records, apply to such securities.

§ 2. Documentary securities

Article 143.1. Requirements for certificated securities

1. Mandatory details, requirements for the form of a certificated security and other requirements for a certificated security are determined by law or in the manner established by it.

2. If a document does not contain the required details of a documentary security, or does not comply with the established form and other requirements, the document is not a security, but retains the value of written evidence.

Article 144. Execution on a certificated security

1. Proper execution of a certified security is considered to be execution by the person specified in paragraphs 2 - 4 of Article 143 of this Code (the owner of the security).

2. If the person responsible for the execution of a certified security knew that the owner of the security to whom the execution was made is not the proper holder of the right to the security, he is obliged to compensate for the losses caused to the holder of the right to the security.

Article 145. Objections regarding a certificated security

1. The person responsible for execution of a certified security has the right to raise against the claims of the owner of the security only those objections that arise from the security or are based on the relationship between these persons.

The person who drew up a documentary security is liable for the security even if the document came into circulation against his will.

The rules for limiting objections provided for in this paragraph do not apply if the owner of the security at the time of its acquisition knew or should have known about the absence of a basis for the emergence of rights certified by the security, including the invalidity of such a basis, or about the absence of rights of previous owners of the security securities, including the invalidity of the basis for their origin, as well as if the owner of the security is not its bona fide purchaser (Article 147.1).

2. Persons responsible for execution of an order security do not have the right to refer to the objections of other persons responsible for execution of this security.

3. Against a demand for execution on a certified security, the person indicated as responsible for execution on it may raise objections related to the forgery of such a security or challenging the fact of his signing the security (forgery of a security).

Article 146. Transfer of rights certified by documentary securities

1. With the transfer of the right to a documentary security, all rights certified by it are transferred in the aggregate.

2. The rights certified by a bearer security are transferred to the acquirer by handing over the security to him by the person who alienated it.

Rights certified by a bearer security may pass to another person regardless of its delivery in cases and on the grounds established by law.

3. The rights certified by an order security are transferred to the acquirer by handing it over with the making of an endorsement on it - an endorsement. Unless otherwise provided by this Code or the law, the rules on the transfer of bills of exchange established by the law on bills of exchange and promissory notes are applied to the transfer of order securities.

4. The rights certified by a registered documentary security are transferred to the acquirer by handing over the security to him by the person making its alienation, with a personal endorsement on it or in another form in accordance with the rules established for the assignment of a claim (assignment).

The norms of paragraph 1 of Chapter 24 of this Code apply to the transfer of rights certified by registered documentary securities in the order of assignment of a claim (assignment), unless otherwise established by the rules of this chapter, another law or does not follow from the essence of the relevant security.

5. In the event of failure to fulfill the obligation to transfer an order or registered documentary security, the acquirer has the right to demand its withdrawal from the person in whose possession it is located, with the exception of cases where the security bears an endorsement or endorsement of the person who made the alienation, according to which the rights are transferred to another face.

6. In case of failure to fulfill the obligation to make an endorsement or endorsement on an order or registered documentary security, the transfer of rights to an order or registered documentary security is carried out at the request of the acquirer on the basis of a court decision by making an inscription on the security by the person carrying out the execution of the court decision, which has the force of an endorsement or endorsement.

7. The transfer of rights certified by an order or registered security to another person on grounds other than transfer under an agreement is carried out by acquiring the right to the security in cases and on the grounds established by law.

8. The transfer of rights to order or registered securities is confirmed:

1) in case of inheritance - by a notary’s mark on the security itself, which has the force of an endorsement or endorsement of the previous copyright holder;

2) when selling such securities in the event of foreclosure on them - with a mark from the person authorized to sell the property of the owner of such securities;

3) in other cases - on the basis of a court decision with a mark from the person carrying out the execution of the court decision.

9. When recording rights to a registered documentary security, the rights are transferred to the person indicated in the security at the time a note on the transfer of rights is made in the records. The mark is made on the basis of a deed of transfer executed by the parties in the presence of the person carrying out the accounting in accordance with paragraph 4 of Article 143 of this Code, or on the basis of a notarized deed of transfer presented to the person carrying out the accounting by one of the parties.

10. If the person carrying out the accounting in accordance with paragraph 4 of Article 143 of this Code evades making a note on the transfer of rights in the records, the person in whose name the transfer deed was made may demand in court that the corresponding mark be made in the records.

Article 147. Responsibility for the validity of rights certified by a certified security

1. The person who transferred the certified security is liable for the invalidity of the rights certified by the security, unless otherwise provided by law.

The person who transferred the documentary security is responsible for the fulfillment of the obligation under it in the presence of an appropriate clause, as well as in other cases established by law.

2. The owner of a security who has discovered its forgery or falsification has the right to demand from the person who transferred the security to him the fulfillment of obligations under such security and compensation for losses.

Article 147.1. Peculiarities of claiming documentary securities from a bona fide purchaser

1. The reclaiming of documentary securities from someone else’s illegal possession is carried out in accordance with the rules of this Code on the reclaiming of things from someone else’s illegal possession with the features provided for by this article.

2. The right to reclaim documentary securities from someone else’s illegal possession belongs to the person who, at the moment when the securities left his possession, was their legal owner.

3. Bearer securities cannot be demanded from a bona fide purchaser, regardless of what right they certify, as well as order and registered securities certifying a monetary claim.

4. The right holder of a security who has lost it as a result of unlawful actions has the right to demand from the person who acquired it from a third party, regardless of whether such third party is a bona fide or dishonest purchaser, or is recognized as the legal owner, to return the security or compensate it market value, if the specified acquirer from whom the security is sought, through his fraudulent or other illegal actions, contributed to the loss of the rights of the legal owner to the security or, as a previous owner, knew or should have known about the existence of rights of other persons to the security.

5. A person to whom a certified security has been returned from someone else’s illegal possession has the right to demand from the dishonest owner the return of everything received on the security, as well as compensation for losses; from the bona fide owner - the return of everything received on the security from the time when he learned or should have learned about the illegality of its possession or received from the court a notice of a claim filed against him to reclaim the security.

If the illegal owner has taken advantage of the pre-emptive right to acquire any property provided by the security, the person to whom the documentary security was returned from someone else’s illegal possession has the right to demand from such owner the transfer of the acquired property to him, subject to compensation for its value at the price of acquisition of the said property by the illegal owner, and the unscrupulous owner also has the right to demand compensation for losses.

Article 148. Restoration of rights under a certificated security

1. Restoration of rights under a lost bearer security is carried out by the court in the order of summons proceedings in accordance with procedural legislation upon the application of the person who has lost the security to recognize it as invalid and restore rights under the security.

2. A person who has lost an order security has the right to notify all persons obligated under it in writing, indicating the reasons for the loss.

An obligated person who has received a statement from a person who has lost an order security, if it is presented by another person, must suspend the execution of the security to the bearer and inform him of the applicant’s claims, as well as inform the applicant about the person who presented the security. If, within three months from the date of the person’s statement about the loss of the order security, the person who lost the security did not apply to the court with a corresponding demand to the bearer of the security, the obligated person must carry out execution to the bearer of the security. If a dispute between the person who lost the security and the person who presented the security is resolved by the court, execution is made to the person in whose favor the court decision was made.

In the absence of a dispute about the right to an order security, the person who has lost it has the right to demand execution from the obligated person in court.

3. Restoration of rights to a lost registered documentary security is carried out by the court in special proceedings in cases of establishing facts of legal significance, in accordance with procedural legislation, upon the application of the person who lost such a security, and in cases provided for by law, also other persons .

4. If records about the owners of registered documentary securities are lost, the person keeping records is obliged to immediately publish information about this in the media in which information about bankruptcy is subject to publication, and offer to the persons who were indicated as copyright holders in the records, submit registered securities within the period specified when publishing the information and which cannot be less than three months from the date of its publication.

Records of the owners of registered documentary securities must be restored by the person maintaining such records within a month from the date of expiration of the deadline for the presentation of securities by their owners.

If the person keeping the records evades the restoration of the accounts, they are subject to restoration by the court at the request of an interested person in the manner established by procedural legislation.

5. The person obligated under a registered documentary security and the person carrying out, on his behalf, the accounting of rights to securities, shall be jointly and severally liable for losses caused to the owners of such securities as a result of the loss of records or violation of the procedure and terms for restoring such records, if will not prove that the loss or violation occurred due to force majeure.

Article 148.1. Immobilization of certificated securities

In accordance with the law or in the manner established by it, documentary securities can be immobilized, that is, transferred for storage to a person who, in accordance with the law, has the right to store documentary securities and (or) record rights to securities. The transfer of rights to immobilized securities and the exercise of rights certified by such securities are regulated by Articles 149 - 149.5 of this Code, unless otherwise provided by law.

§ 3. Uncertificated securities

Article 149. General provisions on uncertificated securities

1. The persons responsible for the execution of a book-entry security are the person who issued the security, as well as the persons who provided security for the fulfillment of the corresponding obligation. Persons responsible for execution of a book-entry security must be indicated in the decision on its issue or in another act provided by law of the person who issued the security.

The right to demand from an obligated person performance under a book-entry security is recognized for the person indicated in the records as the copyright holder, or for another person who, in accordance with the law, exercises the rights under the security.

2. Accounting for rights to uncertificated securities is carried out by making entries in accounts by a person acting on behalf of the person obligated under the security, or by a person acting on the basis of an agreement with the copyright holder or with another person who, in accordance with the law, exercises rights under the security . Maintaining records of such rights is carried out by a person who has a license provided for by law.

3. Disposition, including transfer, pledge, encumbrance in other ways of uncertificated securities, as well as restrictions on the disposal of them, can be carried out only by contacting the person who records the rights to uncertificated securities to make appropriate entries.

4. The person who issued an uncertificated security and the person who, on his behalf, records the rights to such securities, shall be jointly and severally liable for losses caused as a result of violation of the procedure for recording rights, the procedure for performing transactions on accounts, loss of accounting data, and provision of false information about credentials, unless they prove that the violation occurred due to force majeure.

The person responsible for the execution of a book-entry security is not liable for losses caused as a result of violation of the procedure for recording rights by persons acting on the basis of an agreement with the copyright holder or with another person who, in accordance with the law, exercises rights under the security.

Article 149.1. Execution on uncertificated securities

1. Proper execution of an uncertificated security is considered to be the execution made by the obligated person to the persons specified in paragraph two of paragraph 1 of Article 149 of this Code.

The law may establish cases when, as of a certain date, a list of persons entitled to demand execution of uncertificated securities is fixed. The execution performed by such persons is considered proper.

2. In cases provided for by law, execution by persons other than those specified in paragraph 1 of this article is considered proper.

3. The rules provided for in paragraph 2 of Article 144 and Article 145 of this Code apply to relations related to the execution of uncertificated securities, unless this contradicts the essence of such securities.

Article 149.2. Transfer of rights under an uncertificated security and the occurrence of an encumbrance on an uncertificated security

1. The transfer of rights to uncertificated securities to the acquirer is carried out by writing off uncertificated securities from the account of the person who alienated them and crediting them to the account of the acquirer based on the order of the person who alienated them. The law or an agreement between the copyright holder and the person who records the rights to uncertificated securities may provide for other grounds and conditions for the write-off of securities and their crediting, including the possibility of writing off securities from the account of the person who made the alienation without submitting his order.

2. The rights to an uncertificated security pass to the acquirer from the moment the person responsible for recording the rights to uncertificated securities makes a corresponding entry in the acquirer’s account.

3. A pledge, encumbrance in other ways on uncertificated securities, as well as restrictions on their disposal arise after the person keeping records of rights makes a corresponding entry about the pledge, encumbrance or restriction on the account of the copyright holder or, in cases established by law, on the account of another person.

An encumbrance on uncertificated securities may also arise from the moment they are credited to the account in which, in accordance with the law, the rights to the encumbered uncertificated securities are recorded.

Making entries about a pledge or other encumbrance of uncertificated securities is made on the basis of an order of the copyright holder (pledge order, etc.), unless otherwise provided by law. Entries on changes in the terms of the encumbrance and on its termination are made on the basis of an order of the copyright holder with the consent in writing of the person in whose favor the encumbrance is established, or without such an order in cases provided for by law or by agreement of the copyright holder with the person who records the rights to uncertificated securities , and the person in whose favor the encumbrance is established.

4. If the person who has carried out the alienation, or the person providing securities to secure the fulfillment of an obligation, evades from submitting to the person who records the rights to uncertificated securities an order to carry out an operation on the account, the acquirer or the person in whose favor the encumbrance of uncertificated securities is established , has the right to demand in court the making of entries on the transfer of rights to securities or on their encumbrance on the terms stipulated by the agreement with the person making the alienation or with the person providing securities to secure the fulfillment of the obligation.

If there are several persons in whose favor an obligation has been established to transfer or encumber rights to the same book-entry securities, if the operation to transfer or encumber them has not yet been carried out, the person in whose favor the obligation arose earlier has priority. and if this cannot be established - the person who first filed the claim.

5. Registration of the transfer of rights to uncertificated securities in the order of inheritance is carried out on the basis of a certificate of the right to inheritance presented by the heir (Article 1162).

The transfer of rights to uncertificated securities upon the sale of such securities in the event of a foreclosure on them is formalized on the basis of an order of a person authorized to sell the property of the copyright holder.

Registration of the transfer of rights to uncertificated securities in accordance with a court decision is carried out by the person who records the rights, on the basis of a court decision or on the basis of an act of the person executing the execution of the court decision.

6. Evasion or refusal of the person responsible for recording the rights to uncertificated securities to carry out an operation on the account may be challenged in court.

Article 149.3. Protection of violated rights of copyright holders

1. The copyright holder from whose account uncertificated securities were unlawfully written off has the right to demand from the person to whose account the securities were credited the return of the same number of relevant securities.

Uncertificated securities certifying only a monetary right of claim, as well as uncertificated securities acquired at organized auctions, regardless of the type of right being certified, cannot be claimed from a bona fide purchaser.

If uncertificated securities were acquired free of charge from a person who did not have the right to alienate them, the copyright holder has the right to reclaim such securities in all cases.

2. If uncertificated securities, which the copyright holder has the right to claim, were converted into other securities, the copyright holder has the right to claim those securities into which the securities written off from his account were converted.

3. The right holder, from whose account uncertificated securities were unlawfully written off, if there is an opportunity to purchase the same securities at organized trading, at his choice, has the right to demand from the persons who are liable to him for the losses caused by this, the acquisition of the same securities at their expense or reimbursement of all expenses necessary for their acquisition.

Article 149.4. Consequences of claiming uncertificated securities

1. If the right holder’s demand for the return of uncertificated securities is satisfied in accordance with paragraph 1 or paragraph 2 of Article 149.3 of this Code, the right holder shall enjoy, in relation to the person from whose account the securities were returned to him, the rights specified in paragraph 5 of Article 147.1 of this Code.

2. In the event of the exercise by unauthorized persons of the right to participate in the management of a joint-stock company or other right to participate in making a decision of a meeting, certified by uncertificated securities, the right holder may challenge the corresponding decision of the meeting, violating his rights and interests protected by law, if the joint-stock company or the persons whose will is expressed mattered when making the decision of the meeting, they knew or should have known about the existence of a dispute about the rights to uncertificated securities and the vote of the right holder could influence the decision.

A claim to challenge the decision of the meeting may be brought within three months from the day when the person entitled to the security learned or should have learned about the unlawful write-off of securities from his account, but no later than one year from the date the corresponding decision was made.

The court may uphold the decision of the meeting if invalidation of the decision would cause disproportionate damage to the creditors of the joint stock company or other third parties.

Article 149.5. Consequences of loss of accounts certifying rights to uncertificated securities

1. If records certifying rights to uncertificated securities are lost, the person recording the rights is obliged to immediately publish information about this in the media in which information about bankruptcy is subject to publication, and apply to the court to restore the records of rights. in the manner established by procedural legislation.

The requirement to restore the records of rights to uncertificated securities may be submitted by any interested party. Restoration of rights registration data is carried out in the manner established by procedural legislation. When restoring records of rights to uncertificated securities, entries about the rights holders are made on the basis of a court decision.

Information on the restoration of records of rights to uncertificated securities is published for public information in the media in which bankruptcy information is subject to publication, on the basis of a court decision at the expense of the person who carried out this accounting at the time of loss of records certifying rights to uncertificated securities .

2. Records on the registration of rights to uncertificated securities are not valid from the moment when the person recording the rights lost the records until the day the court decision on restoring the data on the registration of rights enters into legal force.