Who is the issuer? This is the one who issues securities. Issue and circulation of securities Procedure for issuing government securities

Emission(Latin emissio - release, from emitto - release) release of money and securities into circulation.

The issue of securities is carried out by the issuer. Issuer of securities- this is a legal entity (economic entity), a state executive body or a local government body that issues securities and private individuals who, on their own behalf, bear obligations to the owners of securities to exercise the rights secured by the securities.

The purpose of issuing securities for companies is to attract external sources of financing, therefore, each time, before organizing an issue, the issuer is faced with the task of choosing the most appropriate financial instruments for these purposes. When solving this problem, a wide range of factors are usually considered, including:

• availability of necessary financial products on the market;
• cost, terms and conditions of financing;
• collateral necessary to raise funds;
• timing of the issue;
• a possible change in control of the enterprise depending on which source of financing is chosen.

Borrowed capital on the stock market is attracted by issuing corporate bonds placed among institutional and individual investors. In this case, the issuer undertakes to regularly pay a certain percentage, and at the end of the bond circulation period - also the principal amount of the debt (bond par value). Corporate bonds are debt securities that can be traded on the exchange and over-the-counter markets. The issue of these, as well as other securities, can be carried out with the involvement of financial consultants or investment banks.

Share capital, expressing ownership of a share in the capital of a joint-stock company, is formed by issuing shares in order to mobilize long-term resources necessary for the functioning of the enterprise. The first and necessary condition for a company planning to raise funds by issuing shares is the development of a long-term development plan for the company, indicating the areas for using the capital that will be received as a result of the issue of these securities. By purchasing shares, an investor expects to receive a higher return on their investment compared to investing in debt securities (bonds).

There are two forms of subscription: open and closed subscription.

Placement of securities by open subscription (public placement, public issue)– is the placement of securities among an unlimited number of potential investors, legal entities and individuals, the composition of which is unknown in advance. In other words, in this case, securities are offered to everyone, the general public.

Placement of securities through closed subscription (private placement) is the sale of securities to a limited number of persons known in advance.

The main purpose of the prospectus is to be a source of information for potential investors. In accordance with the law, each potential acquirer must be provided with the opportunity to familiarize itself with the prospectus before purchasing securities. Analysis of information about the issuer provides an opportunity for all interested parties to independently and more reasonably assess the investment attractiveness of the issuer's securities and make a decision on their acquisition. In the case of registration of a prospectus for the issue of securities, several stages are added to the issue procedure: preparation of the prospectus, its registration, as well as disclosure of information contained in the prospectus for the issue of securities and in the report on the results of their issue.

When offering securities to the public, the issuer must not only register the prospectus, but also present to the public all the information contained in the prospectus, conduct an audit and publish a balance sheet and profit and loss information, and conduct an advertising campaign.

In case of a closed (private) placement, there is no need to make a public announcement about it, conduct an advertising campaign, register and publish a prospectus, except for the cases indicated above.

Open joint stock companies can place their shares and bonds either by open or closed subscription. Closed joint stock companies can place shares only by private subscription, and bonds – by both open and private subscription.

After making a decision on the issue, preparing a prospectus and other necessary documents, the issuer submits them to the registration authority for the state registration procedure. The registration authorities in Russia are the Federal Commission for the Securities Market and its regional branches, as well as other government bodies. For example, state registration of shares and bonds of commercial banks is carried out by the Bank of Russia.

The registration authority, if the issuer has complied with all legal requirements, registers the issue of securities. The essence of this procedure is that the obligations of the issuer are officially recorded. The issue is assigned a state registration number, which is entered into a special register. The structure of the registration number and its contents are shown in Fig. 5.1.

Rice. 5.1. Structure of the state registration number of a securities issue

For example, a registration number such as 1-07-00155 - A denotes ordinary shares of the seventh issue of an open joint-stock company, which is assigned a unique individual code - 00155.

It should be noted that the state does not verify the accuracy of the information provided by the issuer, but only certifies that the issuer’s documents and the issue prospectus contain all the necessary information. Responsibility for unreliable information lies with the issuer and the management of the issuing company. However, if the fact of unreliability of information or its distortion is revealed, the registration authority may recognize the issue as dishonest and cancel it. In this case, the issuer, at its own expense, must return all the money to investors and redeem (cancel) the issued securities.

If registration of an emission prospectus is necessary, the registration authority carries out this procedure simultaneously with the state registration of the issue itself, but formally these are two separate registrations. If the issuer subsequently changes the contents of the prospectus, each such change also undergoes a registration procedure.

After state registration of the issue, the issuer receives the right to place securities. True, this is preceded by the following actions of the issuer. If a prospectus has been registered, the issuer is obliged to disclose all information contained in the prospectus to everyone, regardless of the purpose for obtaining such information. You can begin posting papers no earlier than two weeks after the information is disclosed. This was done so that a potential investor, having all the necessary information, could make an informed decision on purchasing securities, because their purchase is always associated with risk. The issuer can only disclose information about the placement price not in advance, but on the day the placement begins.

Securities can be issued in documentary and non-documentary form. In case of a documentary form of issue, the issuer must prepare forms of securities. Only certain companies, the number of which is not very large, which have permission (license) to do so, have the right to print or import forms of securities from abroad. The forms themselves must have a sufficient number of security levels to prevent them from being falsified.

So, the issue is registered, the information is disclosed, the certificates are printed. You can place securities. For the issuer, this stage is very important - after all, it is when the securities are sold that the money from such a sale goes to the issuer’s account. It is not always easy to sell securities (as well as any other product). The issuer can resort to the services of professionals - underwriting of securities, paying for these services.

The placement of securities is carried out at the issue price. Issue price may change during the initial placement of securities depending on the market situation, but the procedure for determining the issue price is necessarily fixed in the prospectus. The issue price of shares cannot be lower than the par value (otherwise the joint stock company will not be able to form its authorized capital), but may be higher than the par value. The difference between the issue price and the nominal price of a share is called share premium and constitutes the company's additional capital.

Bonds can be placed at any price: at par, below or above par. Discount bonds are placed at a price below par, that is, at a discount, at a discount. The amount of the discount will be the investor's income in this case. Interest-bearing bonds, depending on the level of the market interest rate and the coupon yield of the bond, can be placed at a price either lower or higher than the par value. Thus, if the coupon rate is lower than the market return rate, investors will buy such a bond only on the condition that such an investment will bring them income on market conditions, that is, it will provide a return not lower than the market one. And this will become possible only when the sale price of such a bond is below par. If the coupon rate is higher than the market interest rate, such a bond can be sold above its face value, that is, at a premium.

The process of placing securities should last no more than 1 year from the start date of the issue (although, of course, the issuer can place its securities faster), after which the issuer submits a report on the issue of securities to the state registration authority. If the securities do not find demand from investors, the issuer has the right to place a smaller number of securities than were registered. But if the securities are in high demand, the issuer still cannot place more of them than were registered. Only after registration of the report can the issue of securities be considered completed, however, in the case of an issue with registration of a prospectus, the issuer must also disclose all the information contained in the report on the results of the issue of securities.

By the way, this does not limit the issuer’s obligations to disclose information about itself. The legislation establishes a rule according to which an issuer, at least one issue of whose securities (shares, bonds) was accompanied by the registration of a prospectus, is obliged to disclose information about itself in the form of a quarterly report and in the form of publication of messages about significant facts in the issuer’s activities.

Thus, the procedure for issuing equity securities includes the following stages:

• The issuer's decision to place securities;
• The issuer's decision to issue securities
• Preparation of an emission prospectus (in case the state registration of the issue of securities must be accompanied by the registration of their emission prospectus)
• State registration of the issue of securities and, if necessary, registration of the prospectus for the issue of securities
• Production of securities certificates (in case of issue of securities in documentary form) and disclosure of information contained in the securities prospectus (if state registration is accompanied by registration of the securities prospectus)
• Placement of securities
• Registration of a report on the results of the issue of securities
• Disclosure of information contained in the report on the results of the issue of securities in the event that state registration was accompanied by registration of a prospectus for the issue of securities.

Brief conclusions

1. The issue of securities means their release into circulation.

2. Issuers of securities may be legal entities (enterprises, banks) and government and administrative bodies, municipalities, which issue securities on their own behalf and bear obligations on them to the owners of the securities. Some types of securities can also be issued by individuals (for example, bills).

3. The issue of securities is carried out when establishing joint-stock companies, as well as when it is necessary to increase the authorized capital or the need to attract additional financial resources.

4. Executive authorities usually use the issue of securities to cover budget deficits or to solve other significant problems.

5. The sale of securities to their first owners forms the primary securities market.

6. When designing securities and other financial instruments, the issuer sets a goal so that they are mutually beneficial to both the issuer and the investor.

7. The issue of securities is regulated by the legislation of the Russian Federation and consists of several stages

8. The placement of securities can be carried out by open and closed subscription.

9. The issuer may organize the issue and placement of securities independently or engage professional intermediaries - underwriters - for these purposes.

10. An underwriter is a person who undertakes the obligation to organize the issue and place the issuer’s securities

Issue (issue) of securities- this is the sequence of actions of the issuer established by law for the placement of issue-grade securities.

The main objectives of the issue are:

• creation of a joint stock company (formation of equity capital);
• raising borrowed capital through the issue of debt securities;
• capital management through additional issues of securities (increasing the issuer's equity capital, reducing the share of borrowed capital in the total capital);
• mobilization of resources for the implementation of investment projects of the issuer, replenishment of its working capital;
• financing investments in productive activities;
• acquisition financing;
• changing the structure of share capital (distribution of shares, primarily voting shares, between groups of shareholders) or overcoming negative trends in this change;
• repayment of accounts payable by providing creditors with a portion of the issued securities;
• restructuring of organizations' tax debts.

The procedure for issuing (issue) securities includes the following stages:

1. adoption by the issuer of a decision on the placement of issue-grade securities;
2. approval of the decision on the issue (additional issue) of securities;
3. state registration of the issue (additional issue) of securities;
4. production of securities certificates (for documentary form of issue);
5. placement of securities;
6. state registration of a report on the results of the issue (additional issue) of securities.

The issue of securities is carried out in two forms:

• in the form of a closed (private) placement among a limited circle of investors, i.e. with registration of the issue, but without a public announcement about it;
• in the form of an open (public) placement of securities among a potentially unlimited number of investors, i.e. with registration of the issue and prospectus for the issue of securities, which involves the disclosure of information contained in the report on the results of the issue.

Public placement of securities - placement of securities by open subscription, including placement of securities at auctions of stock exchanges and/or other organizers of trading on the securities market.

The difference between an open sale and a closed sale is the mandatory registration of the issue prospectus, the disclosure of all information contained in the issue prospectus and in the report on the results of the issue. As a result, the issue of securities during a public offering is supplemented by the following stages:

• preparation of a prospectus for the issue of securities;
• registration of the prospectus for the issue of issue-grade securities;
• disclosure of all information contained in the prospectus;
• disclosure of all information contained in the report on the results of the issue.

Let's consider the emission procedure step by step. Let us dwell in more detail on each of the stages of issuing equity securities.

The first stage is the issuer making a decision on the placement of issue-grade securities

Decision to issue securities- this is a document containing data sufficient to establish the scope of rights secured by the security. This is a document that must contain:

• full name of the issuer, its location and postal address;
• the date of the decision to place equity securities;
• the name of the authorized body of the issuer that made the decision to place the issue-grade securities;
• date of approval of the decision on the issue (additional issue) of issue-grade securities;
• name of the authorized body of the issuer that approved the decision on the issue (additional issue) of issue-grade securities;
• type, category (type) of issue-grade securities;
• the rights of the owner secured by the issue security;
• conditions for placement of issue-grade securities;
• indication of the number of issue-grade securities in a given issue (additional issue) of issue-grade securities;
• an indication of the total number of issue-grade securities in this issue placed earlier (in the case of placement of an additional issue of issue-grade securities);
• an indication of whether the issue-grade securities are registered or bearer;
• the nominal value of issue-grade securities if the presence of a nominal value is provided for by the legislation of the Russian Federation;
• signature of the person performing the functions of the issuer’s executive body and the issuer’s seal;
• other information provided for by federal securities laws.

A description or sample of a certificate is attached to the decision on the issue (additional issue) of issue-grade securities in documentary form.

The second stage is approval of the decision to issue securities

The decision on the issue (additional issue) of issue-grade securities is approved by the board of directors or other body having the appropriate powers and is documented in a separate protocol.

The document is submitted in original copies to the state securities registration authority. One copy remains with the registration authority, the second is presented to the registrar, the third must be kept by the issuer.

The third stage is the preparation of a securities prospectus

State registration of an issue (additional issue) of equity securities is accompanied by registration of their prospectus in the following cases:

• if the number of founders exceeds 500 people or the nominal value of the issue among the founders exceeds 50,000 minimum wages;
• distribution of shares among shareholders;
• conversion of shares;
• open subscription;
• closed subscription if the number of shareholders exceeds 500 people.

The securities prospectus must contain:

1. Brief information about the persons included in the issuer’s management bodies, information about bank accounts, about the auditor, appraiser and financial consultant of the issuer, as well as about other persons who signed the prospectus. Brief information includes:

• indication of persons included in the issuer's management bodies;
• information about the issuer's bank accounts, information about the auditor (auditors) of the issuer who drew up an opinion on the issuer's annual financial statements for the last three completed financial years or for each completed financial year if the issuer has been operating for less than three years;
• information about the appraiser and the issuer's consultants.

2. Brief information about the volume, terms, procedure and conditions for the placement of issue-grade securities, which include:

• type, category (type) and form of issued securities;
• the nominal value of each type, category (type), series of issued issue-grade securities (if the presence of a nominal value is provided for by the legislation of the Russian Federation);
• the expected volume of the issue in monetary terms and the number of issue-grade securities expected to be placed;
• price (procedure for determining the price) of placement of issue-grade securities;
• procedure and terms of placement of issue-grade securities;
• procedure and terms of payment for placed issue-grade securities;
• the procedure and conditions for concluding agreements during the placement of equity securities;
• circle of potential purchasers of the issued issue-grade securities;
• procedure for disclosing information on the placement and results of placement of equity securities.

3. Basic information about the financial and economic condition of the issuer and risk factors. This section contains information on the financial and economic condition of the issuer for the last five completed financial years or for each completed financial year if the issuer has been operating for less than five years, as well as for the last completed reporting period. It contains the following information:

• on the indicators of the financial and economic activities of the issuer;
• on the market capitalization of the issuer and its obligations;
• on the purposes of the issue and the directions of use of funds received as a result of the placement of issue-grade securities;
• about the risks arising in connection with the acquisition of issued issue-grade securities.

4. Detailed information about the issuer. It includes information:

• about the history of creation and development of the issuer;
• on the main economic activities of the issuer;
• about plans for the future activities of the issuer;
• on the issuer's participation in industrial, banking and financial groups, holdings, concerns and associations, as well as on the issuer's subsidiaries and dependent business companies;
• on the composition, structure and value of the issuer's fixed assets, including plans for the acquisition, replacement, disposal of fixed assets, as well as information about all facts of encumbrance of the issuer's fixed assets.

5. Information on the financial and economic activities of the issuer. Information on the financial and economic activities of the issuer includes information on the financial condition of the issuer and the dynamics of its changes for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, as well as an indication of the reasons and factors that, according to in the opinion of the issuer's management bodies, led to such a change, including:

• on the results of the issuer’s financial and economic activities, factors that influenced changes in the amount of revenue from the issuer’s sale of goods, products, works, services and the issuer’s profit (losses) from its core activities, including the impact of inflation, changes in foreign exchange rates, decisions of government bodies, and others economic, financial, political and other factors;
• on the liquidity of the issuer, the size, structure and adequacy of the capital and working capital of the issuer;
• on the policy and expenses of the issuer in the field of scientific and technological development in relation to licenses and patents, new developments and research;
• analysis of development trends in the area of ​​the issuer's core activities.

6. Detailed information about the persons included in the issuer’s management bodies, the issuer’s bodies for monitoring its financial and economic activities, and brief information about the issuer’s employees. This information includes:

• information about persons included in the issuer’s management bodies, including those who are members of the issuer’s board of directors (supervisory board), members of the issuer’s collegial executive management body; information about the person performing the functions of the sole executive management body of the issuer (including information about the management organization); information about the persons performing the functions of an auditor and/or members of the audit commission of the issuer, as well as information about the nature of any family ties between any of these persons;
• information on the amount of remuneration, benefits and/or compensation for expenses for each management body of the issuer (with the exception of an individual performing the functions of the sole executive body) and the body monitoring its financial and economic activities, which were paid by the issuer for the last completed financial year, as well as information on existing agreements regarding such payments in the current financial year;
• information about the structure and competence of the issuer’s management bodies and bodies monitoring its financial and economic activities;
• data on the number and generalized data on the education and composition of the issuer’s employees (employees), as well as on changes in the number of employees (employees) of the issuer if such a change is significant for the issuer;
• information about any obligations of the issuer to employees (employees) relating to the possibility of their participation in the authorized (share) capital (mutual fund) of the issuer (purchase of shares of the issuer), including any agreements that provide for the issue or granting of options to the employees (employees) of the issuer;
• the size of the participation share of the persons specified in paragraph one of this paragraph in the authorized (share) capital (mutual fund) of the issuer and its subsidiaries and affiliates, the share of ordinary shares of the issuer and its subsidiaries and affiliates owned by these persons, as well as information about the issuer's options and its subsidiaries and affiliates provided to such persons for shares of the issuer.

7. Information about the participants (shareholders) of the issuer and about transactions carried out by the issuer in which there was an interest. They include:

• information on the total number of participants (shareholders) of the issuer;
• information about the participants (shareholders) of the issuer owning at least 5% of its authorized (share) capital (mutual fund) or at least 5% of its ordinary shares, including the size of the share of the participant (shareholder) of the issuer in its authorized (share fund) ) capital (mutual fund), as well as the share of ordinary shares of the issuer owned by it;
• for participants (shareholders) of the issuer owning at least 5% of its authorized (share) capital (mutual fund) or at least 5% of its ordinary shares, information about their participants (shareholders) owning at least 20% of the authorized (share fund) ) capital (mutual fund) or at least 20% of their ordinary shares, including indicating their share in the authorized (share) capital (mutual fund) of the issuer, as well as the share of ordinary shares of the issuer owned by them;
• information about the share of participation of the state or municipal entity in the authorized (share) capital (mutual fund) of the issuer, the presence of a special right (“golden share”);
• information on restrictions on participation in the authorized (share) capital (mutual fund) of the issuer;
• information on changes in the composition and amount of participation of participants (shareholders) of the issuer, owning at least 5% of its authorized (share) capital (mutual fund) or at least 5% of its ordinary shares, for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years;
• information on interested party transactions completed by the issuer for the last five completed financial years or for each completed financial year if the issuer has been operating for less than five years, as well as for the period before the date of approval of the securities prospectus;
• information on the amount of receivables for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, including a breakdown by debtors, the amount of debt of which is at least 10% of the total amount of receivables, as well as information on accounts receivable to affiliates.

8. The issuer’s financial statements and other financial information, which includes:

• annual financial statements of the issuer for the last three completed financial years or for each completed financial year, if the issuer operates for less than three years, to which is attached the conclusion of the auditor (auditors) in relation to these financial statements;
• quarterly financial statements of the issuer for the last completed reporting quarter;
• consolidated financial statements of the issuer for the last three completed financial years or for each completed financial year;
• information on the total amount of exports, as well as the share of exports in total sales;
• information about significant changes that occurred in the composition of the issuer's property after the end date of the last completed financial year;
• information about the issuer's participation in legal proceedings if such participation may significantly affect the financial and economic activities of the issuer.

9. Detailed information on the procedure and conditions for the placement of issue-grade securities. This includes the following information:

• on the placed issue-grade securities, the placement price (the procedure for determining it), the existence of preferential or other rights to purchase the placed issue-grade securities, any restrictions on the acquisition and circulation of the placed issue-grade securities;
• on the dynamics of changes in prices for the issuer's securities if such securities were admitted to circulation by the organizer of trading on the securities market, including the stock exchange;
• about persons providing services for organizing the placement and/or placement of issue-grade securities,
• about the circle of potential purchasers of issue-grade securities;
• on the organizers of trading on the securities market, including on the stock exchanges on which the placement and/or circulation of the issued issue-grade securities is expected;
• on a possible change in the share of shareholders in the authorized capital of the issuer as a result of the placement of issue-grade securities;
• on expenses associated with the issue of securities;
• on the methods and procedure for the return of funds received in payment for placed issue-grade securities in the event that an issue (additional issue) of issue-grade securities is recognized as failed or invalid, as well as in other cases provided for by the legislation of the Russian Federation.

10. Additional information about the issuer and the issue-grade securities placed by it. They include:

• information on the size, structure of the authorized (share) capital (share fund) of the issuer and its changes for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, indicating the decisions of the authorized management bodies of the issuer that were the basis for such change;
• information about each category (type) of the issuer's shares, indicating the rights granted by the shares to their owners, the par value of each share, the number of outstanding shares, the number of additional shares in the process of placement, the number of authorized shares, the number of shares on the issuer's balance sheet, the number of additional shares that may be placed as a result of the conversion of placed issue-grade securities convertible into shares, or as a result of the fulfillment of obligations under the issuer's options;
• information on previous issues of the issuer's securities, with the exception of the issuer's shares;
• information on the structure of the issuer's management bodies and their competence, as well as on the structure of the issuer's bodies for control over its financial and economic activities and their competence;
• information on the procedure for convening and holding a meeting (session) of the issuer's supreme management body;
• information on significant transactions made by the issuer for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, the amount of liabilities for which is at least 10% of the book value of the issuer's assets according to its financial statements for the last completed reporting period;
• information on legislative acts regulating the import and export of capital, which may affect the payment of dividends, interest and other payments to non-residents;
• description of the procedure for taxation of income on the issued and placed issue-grade securities of the issuer;
• information on declared (accrued) and paid dividends on the issuer's shares, as well as on income on the issuer's bonds for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years, including the procedure for paying dividends and other income ;
• information about the persons who provided security in the event of the issuer issuing secured bonds, as well as about the conditions for securing the fulfillment of obligations under the issuer's bonds;
• information about the issuer's credit ratings, as well as their changes for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years;
• information about commercial organizations in which the issuer owns at least 5% of the authorized (share) capital (mutual fund) or at least 5% of ordinary shares;
• information on the formation and use of the reserve fund, as well as other funds of the issuer for the last five completed financial years or for each completed financial year, if the issuer has been operating for less than five years;
• information about organizations that record rights to the issuer's securities;
• other information provided for by the Federal Law “On the Securities Market” or other federal laws.

The securities prospectus of a business company is approved by the board of directors (supervisory board) or the body exercising, in accordance with federal laws, the functions of the board of directors (supervisory board) of this business company.

The prospectus allows the higher financial authority to make a conclusion about the legality of the issue of securities; it protects the interests of investors who receive comprehensive information about the company’s activities.

The fourth stage - state registration of the issue and prospectus of issue-grade securities

State registration of issues (additional issues) of equity securities is the assignment of a state registration number to securities. It is carried out by the federal executive body for the securities market or another registration body determined by federal law on the basis of an application from the issuer.

To register the issue of securities, the issuer submits the following documents to the registration authority:

• application for registration;
• decision to issue securities;
• prospectus (if required);
• copies of constituent documents (when issuing shares to create a joint stock company);
• documents confirming the permission of the authorized executive body to issue securities (if the need for such permission is established by the laws of Russia).

Securities authorized for issue are entered into the state register indicating the type of securities, name and legal address of the issuer, nominal amount of the issue, quantity and face value of securities, registration number and date of registration of securities.

Upon state registration of an issue of issue-grade securities, it is assigned an individual state registration number - a digital (alphabetic, character) code that identifies a specific issue of issue-grade securities.

Upon state registration of each additional issue of issue-grade securities, it is assigned an individual state registration number, consisting of the individual state registration number assigned to the issue of issue-grade securities and the individual number (code) of this additional issue of issue-grade securities. After three months from the date of state registration of the report on the results of the additional issue of equity securities, the individual number (code) of the additional issue is canceled.

The fifth stage is the production of securities certificates

For the documentary form of issue, securities certificates (forms) are produced, which is carried out in accordance with the instructions of the Ministry of Finance of the Russian Federation “On the production and importation of securities forms into the territory of the Russian Federation”. In international practice, a form is used that has six degrees of protection: highly complex graphics of the form frame, hidden microtext, background grid, fluorescent glow of rosettes, image of a complex geometric figure such as a watermark, luminescent glow of the central stripe in ultraviolet rays. The form must contain the mandatory details of the security and meet technological requirements. The production of securities is expensive, therefore, in order to reduce costs, it is allowed to print certificates rather than securities.

Stage six - disclosure of information contained in the prospectus

In the case of an issue requiring registration of a prospectus, the issuer is obliged to provide access to the information contained in the securities prospectus to any persons interested in this, regardless of the purpose of obtaining this information.

In the case of an open subscription, the issuer is obliged to publish a notice of state registration of the issue (additional issue) of equity securities, while indicating the procedure for access of any interested parties to the information contained in the prospectus of chain securities, in a printed media outlet distributed in a circulation of at least 10 thousand copies .

1. information about the issuer: the amount of the authorized capital, the par value of the security, the amount of balance sheet profit for the year preceding the issue; on the terms and conditions of placement of securities;
2. detailed description of the security form: dimensions, color, text, decorative design, anti-counterfeit measures.

In the case of a closed subscription accompanied by registration of a securities prospectus, the issuer is obliged to publish a notice of state registration of the issue (additional issue) of issue-grade securities, while indicating the procedure for potential owners of issue-grade securities to access the information contained in the securities prospectus in the printed media. information distributed in a circulation of at least 1 thousand copies.

Seventh stage - placement of securities

The placement of issue-grade securities is the alienation of issue-grade securities by the issuer to the first owners through the conclusion of civil transactions.

The issuer has the right to issue securities independently in accordance with current legislation, however, for most of them this procedure is quite complicated. Therefore, many issuers use the help of professional participants in the securities market, who undertake to buy at their own expense: 1) the entire issue of securities at a fixed price for the purpose of further resale to third-party investors; 2) the part of the issue that they under-allocated among third-party investors within the agreed period. Intermediaries may also assume responsibility for selling securities on behalf of the issuer without the obligation to repurchase the unsold portion of the issue.

There are the following methods of placing securities:

• Free transfer of a block of preferred shares to members of the workforce by compiling a name list of holders.
• Subscription to securities, which can be, as noted earlier, open and closed. Open (public) placement is carried out among an unlimited number of investors, closed - among a predetermined number of investors.
• Auction is the acquisition by individuals or legal entities of securities at open auction, when buyers are not required to fulfill any conditions. The auction can be held in the form of a tender and open bidding.
• A commercial competition, unlike an auction, requires buyers to fulfill certain conditions: for example, maintaining the profile of the enterprise, the number of jobs; financing of social facilities; required investment amounts.
• Investment auctions are the sale of blocks of shares in state and municipal enterprises, when the buyer is required to implement investment programs.

The issuer is obliged to complete the placement of issued issue-grade securities no later than one year from the date of state registration of the issue (additional issue) of such securities.

The issuer may place a smaller number of issue-grade securities than specified in the decision on the issue (additional issue) of issue-grade securities. The actual number of placed securities is indicated in the report on the results of the issue submitted for registration. The share of unplaced securities from the number specified in the decision on the issue (additional issue) of issue-grade securities, at which the issue is considered failed, is established by the federal executive body for the securities market.

Eighth stage - registration of a report on the results of the issue of issue-grade securities

No later than 30 days after the completion of the placement of securities, the issuer is obliged to submit a report on the results of the issue of issue-grade securities to the registration authority.

The report on the results of the issue (additional issue) of issue-grade securities must contain the following information:

1) the start and end dates of the placement of securities;

2) the actual placement price of securities (by type of securities within a given issue);

3) the number of placed securities;

4) the total volume of proceeds for the placed securities, including:

• the amount of funds in rubles contributed in payment for the placed securities;
• the volume of foreign currency contributed as payment for placed securities, expressed in the currency of the Russian Federation at the exchange rate of the Central Bank of the Russian Federation at the time of deposit;
• the volume of tangible and intangible assets contributed as payment for placed securities, denominated in the currency of the Russian Federation;
• the total volume of proceeds for placed securities in rubles and foreign currency.

For shares, the report on the results of the issue (additional issue) of issue-grade securities additionally indicates a list of owners owning a block of issue-grade securities, the size of which is determined by the federal executive body for the securities market.

Simultaneously with the report on the results of the issue (additional issue) of issue-grade securities, an application for its registration and documents confirming the issuer’s compliance with the requirements of the legislation of the Russian Federation defining the procedure and conditions for the placement of securities, approval of the report on the results of the issue of securities, and disclosure of information are submitted to the registration authority , and other requirements, compliance with which is necessary when placing securities. An exhaustive list of such documents is determined by regulatory legal acts of the federal executive body for the securities market.

The registration authority reviews the report on the results of the issue (additional issue) of equity securities within two weeks and, if there are no violations, registers it.
The procedure for issuing state and municipal securities, the conditions for their placement and circulation are regulated by federal laws or in the manner established by them.
The procedure for issuing securities is quite complicated for Russian corporations and has a number of negative aspects. The main one is related to the high costs for the issuer to enter the securities market. This includes a state duty (previously a tax on transactions with securities (which was reduced from 0.8 to 0.2% of the issue amount, but not more than 100,000 rubles)), and additional costs associated with paying for the services of financial consultants and disclosing information about the issuer. The Institute of Financial Consultants, introduced by the Federal Commission for Securities Markets in accordance with the law “On the Securities Market,” as amended, led to the monopolization of the market in the hands of individual professional participants and sharply increased the cost of entry of a Russian corporation into the market.

Favorable completion of the issue procedure means that the securities enter the securities market for their further circulation.

The circulation of securities is the conclusion of civil transactions entailing the transfer of ownership rights to securities. The transfer of rights to securities and the exercise of rights secured by securities are determined by Chapter. 6 of the Law “On the Securities Market”.

The most important point in the circulation of securities is the recording of the transfer of rights to issue-grade securities from one owner to another. The procedure for transferring rights to securities as a result of civil transactions depends on the order of ownership (registered, bearer) and on the form of existence (documentary or uncertificated) of the securities.

The rights of owners to emission securities of a documentary form of issue are certified by certificates (if the certificates are held by the owners) or by certificates and records on securities accounts in depositories (if the certificates are deposited in a depository).

The rights of owners to issue-grade securities of a book-entry form of issue are certified in the register maintenance system - by records on personal accounts with the register holder or, in the case of registration of rights to securities in a depository, by records on “custody” accounts in depositories.

The right to a bearer documentary security passes to the acquirer when:

• when its certificate is with the owner - at the time of transfer of this certificate to the acquirer;
• storage of the certificate and (or) recording of rights in the depository - at the time of making a credit entry to the acquirer’s “depo” account.

The right to a registered uncertificated security passes to the acquirer if his rights to the security are taken into account:

• in the register maintenance system - from the moment of making a credit entry on the personal account of the acquirer;
• at the depositary - from the moment of making a credit entry in the acquirer's securities account.

The rights secured by an issue-grade security pass to their acquirer from the moment the rights to this security are transferred.

The issue and circulation of securities are carried out under strict control by the state. The Ministry of Finance of the Russian Federation maintains the “Unified State Register of Securities” and regularly publishes lists of newly registered securities issues. The list of registration authorities on the territory of the Russian Federation is established by the Federal Commission for the Securities Market. State regulation is carried out by establishing mandatory requirements for the activities of issuers, professional participants in the securities market and its standards; licensing the activities of professional market participants; creating a system for protecting the rights of owners and monitoring compliance with their rights by issuers and professional market participants; prohibition and suppression of illegal activities in the securities market.

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1. The concept of issue-grade securities, the issue procedure

In accordance with Art. 1 Federal Law dated April 22, 1996 No. 39-FZ “On the Securities Market” issue-grade security - any security, including uncertificated paper, which is simultaneously characterized by the following features:
- consolidates a set of property and non-property rights that are subject to certification, assignment and unconditional implementation in compliance with the form and procedure established by Federal Law;
- posted in releases;
- has equal volume and terms of exercise of rights within one issue, regardless of the time of acquisition of the security;
- consolidate a set of property and non-property rights that are subject to satisfaction, assignment and unconditional implementation in compliance with the form and procedure established by the current legislation.
The form and procedure for certification, assignment and exercise of rights secured by issue-grade securities are determined by the Federal Law of the Russian Federation “On the Securities Market” and are indicated in the decision on the issue of securities.
Issue-grade securities may be issued in one of the following forms:
- registered securities in a documentary form of issue (registered documentary securities);
- registered uncertificated securities of issue (registered uncertificated securities);
- bearer securities in a documentary form of issue (documentary bearer securities).
The Federal Law “On the Securities Market” provides that in the documentary form of issue-grade securities, the certificate and the decision to issue securities are documents certifying the rights secured by the security. This formulation is incorrect, since the rights of holders must be certified by the securities themselves, and not by securities derived from them - certificates. In addition, it follows from this provision that each security must be accompanied by a decision on its issue. This is unrealistic, and, in our opinion, it is necessary to amend the law to clarify that the documents certifying the rights secured by a security are the corresponding securities containing all the details.
In the non-documentary form of issue-grade securities, the decision to issue securities is a document certifying the rights secured by the security.
The form of securities chosen by the issuer must be clearly defined in its constituent documents and (or) the decision on the issue of securities and the prospectus for the issue of securities.
Failure by the issuer to comply with these requirements is grounds for refusal to register the issue of securities/
When issuing issue-grade securities in documentary form, their owner may be issued one certificate for all securities purchased by him, containing indications of their total quantity, category and nominal value.
A security certificate is a document issued by the issuer and certifying the set of rights to the number of securities specified in it.
The certificate of an issue-grade security must contain the following mandatory details:
- type of securities;
- state registration number of issue-grade securities;
- the issuer’s obligation to ensure the rights of the owner if the owner complies with the requirements of the legislation of the Russian Federation;
- indication of the number of issue-grade securities certified by this certificate;
- indication of the total number of issued securities with this state registration number;
- an indication of whether the issue-grade securities were issued in documentary form with mandatory centralized storage or in documentary form without mandatory centralized storage;
- an indication of whether the issue-grade securities are registered or bearer;
- issuer's seal;
- signatures of the issuer’s managers and the signature of the person who issued the certificate;
- other details provided for by the legislation of the Russian Federation for a specific type of securities.
A mandatory requisite for a certificate of a registered issue-grade security is the name (name) of its owner.
The owner or nominee holder of registered securities issued in documentary form may refuse to receive a certificate.
The fact of issuance or refusal to obtain a certificate must be reflected in the registry system.
One certificate can certify the right to one, several or all issue-grade securities with one state registration number. The total number of issue-grade securities recorded in all certificates issued by the issuer must not exceed the number of securities recorded in the decision on the issue of issue-grade securities.
The issuer, when making a decision on the issue of issue-grade securities in documentary form, may determine that certificates of securities issued by it can be issued to the owners (without mandatory centralized storage) or are subject to mandatory storage in depositories and cannot be issued to all owners (with mandatory centralized storage).
The introduction of mandatory centralized storage of securities for shares of joint-stock companies issued in documentary and uncertificated form is not permitted.
For a documentary form of issue of issue-grade securities without mandatory centralized storage, the issuer may also decide to introduce mandatory centralized storage only if all the securities of the issue were deposited with clients in the depository by the time the decision was made.
Certificates of issue-grade securities without mandatory centralized storage may be transferred for storage to a depository on the basis of a depository agreement.
Issue-grade bearer securities can only be issued in documentary form. Registered issue-grade securities can be issued in both documentary and non-documentary form. The form of issue-grade securities is determined by the issuer. Issue-grade securities with one state registration number are issued in one form. The form of issue-grade securities can be changed by decision of the management body of the issuer that made the decision on the issue, only with the consent of all owners of the securities of this issue and after registration of such a decision with the authorized state body.
Securities issued by foreign issuers are admitted to circulation or initial placement on the securities market of the Russian Federation after registration of the prospectus for the issue of these securities with the Federal Securities Market Commission.
Securities issued by issuers registered in the Russian Federation are allowed for circulation outside the Russian Federation by decision of the Federal Commission for the Securities Market.
Issue-grade securities, the issue of which has not been registered in accordance with the requirements of the Federal Law, are not subject to placement.
The procedure for issuing securities is the sequence of actions of the issuer to place issue-grade securities, established by the Federal Law of the Russian Federation “On the Securities Market” and regulations of the Federal Commission on the Securities Market.
In accordance with Art. 19 Federal Law “On the Securities Market”, the procedure for issuing securities, unless otherwise provided by the legislation of the Russian Federation, includes the following stages:
- adoption by the issuer of a decision on the issue of issue-grade securities;
- registration of the issue of issue-grade securities;
- for the documentary form of issue - production of securities certificates;
- placement of issue-grade securities;
- registration of a report on the results of the issue of equity securities.
When issuing securities, registration of the issue prospectus is carried out when placing issue-grade securities among an unlimited circle of owners or a pre-known circle of owners, the number of which exceeds 500, as well as in the case when the total volume of the issue exceeds 50 thousand minimum wages.
When registering a prospectus for the issue of securities, the issue procedure is supplemented with the following steps:
- preparation of a prospectus for the issue of issue-grade securities;
- registration of the prospectus for the issue of issue-grade securities;
- disclosure of all information contained in the prospectus;
- disclosure of all information contained in the report on the results of the issue.
It is prohibited to issue securities derivatives in relation to issue-grade securities, the results of the issue of which have not been registered.
Let's consider each of the stages of issuing securities.
The decision to issue securities must contain:
- full name of the issuer and its legal address;
- date of the decision to issue securities;
- name of the authorized body of the issuer that made the decision on the issue;
- type of issue-grade securities;
- state registration mark and state registration number of securities;
- owner’s rights secured by one security;
- procedure for placement of issue-grade securities;
- the issuer’s obligation to ensure the rights of the owner, subject to the owner’s compliance with the procedure for exercising these rights established by the legislation of the Russian Federation;
- indication of the number of issue-grade securities in this issue;
- indication of the total number of issued securities with this state registration number and their nominal value;
- indication of the form of securities (documentary or non-documentary, registered or bearer);
- seal of the issuer and signature of the head of the issuer;
- other details provided for by the legislation of the Russian Federation for a specific type of equity securities.
In the case of a documentary form of issue-grade securities, the issuer must additionally provide a description (sample) of the certificate.
The decision on each issue of issue-grade securities must be registered separately.
The issuer does not have the right to change the registered decision on the issue of securities in terms of the scope of rights for one issue-grade security established by this decision.
The decision to issue securities is drawn up in two or three copies, certified by the registration authority. One copy is kept by the registration authority, the second by the issuer, and the third is deposited with the registrar (if there is one). In case of discrepancies in the text between copies of the decision, the text of the document stored in the registration authority is considered true.
Owners of securities have the right to familiarize themselves with decisions on the issue of securities kept by the issuer and registrar.
Federal law prohibits restricting security holders' access to the originals of a registered decision.
An issue-grade security secures property rights to the extent that they are established in the decision on the issue of these securities and in accordance with the legislation of the Russian Federation.
In case of discrepancies between the text of the decision on the issue of securities and the data given in the certificate of the issue security, the owner has the right to demand the exercise of the rights secured by this security to the extent established by the certificate. The issuer is responsible for discrepancies between the data contained in the certificate of an issue-grade security and the data contained in the decision on the issue of securities, in accordance with the legislation of the Russian Federation.
The second stage is registration of the issue of issue-grade securities.
Registration of the issue of securities is carried out by registration authorities, the list of which on the territory of the Russian Federation is established by the Federal Commission for the Securities Market. Depending on the issuer and the total volume of the nominal value of securities of one issue, registration is carried out by the Ministry of Finance of the Russian Federation, the Central Bank of the Russian Federation, the Federal Commission for the Securities Market and its regional branches.
To register the issue of issue-grade securities, the issuer is required to submit the following documents:
- application for registration;
- decision on the issue of issue-grade securities;
- issue prospectus (if registration of the issue of securities is accompanied by registration of the issue prospectus);
- copies of constituent documents (when issuing shares to create a joint-stock company);
- documents confirming the permission of the authorized executive body to issue securities (in cases where the need for such permission is established by the legislation of the Russian Federation).
The issuer and officials of the issuer's management bodies, who are charged by the charter and (or) internal documents of the issuer with the responsibility for the completeness and accuracy of the information contained in these documents, are responsible for fulfillment of these obligations in accordance with the legislation of the Russian Federation.
When registering an issue of equity securities, this issue is assigned a state registration number. The procedure for assigning a state registration number is established by the registration authority.
The registration authority is obliged to register the issue of equity securities or make a reasoned decision to refuse registration no later than 30 days from the date of receipt of the documents submitted for registration.
The registration authority has the right to refuse registration of an issue of issue-grade securities. The list of grounds for such a refusal is provided in Art. 21 Federal Law “On the Securities Market” and is exhaustive.
The grounds for refusal to register an issue of issue-grade securities are:
- violation by the issuer of the requirements of the legislation of the Russian Federation on securities, including the presence in the submitted documents of information allowing to draw a conclusion that the conditions for the issue and circulation of issue-grade securities are inconsistent with the legislation of the Russian Federation and the non-compliance of the conditions for the issue of issue-grade securities with the legislation of the Russian Federation on securities;
- non-compliance of the submitted documents and the information contained therein with the requirements of the Federal Law “On the Securities Market”;
- entering into the prospectus or decision on the issue of securities (in other documents that are the basis for registering the issue of securities) false information or information that does not correspond to reality (inaccurate information).
The decision to refuse to register an issue of issue-grade securities and the issue prospectus can be appealed to a court if registration is carried out upon the establishment of a joint-stock company and the founders are individuals, to an arbitration court - if the founders are legal entities or an additional issue of securities is carried out.
After registering the issue of securities, the next stage of the issue procedure is their placement on the securities market.
The number of issued issue-grade securities must not exceed the quantity specified in the constituent documents and prospectuses on the issue of securities.
The issuer may place a smaller number of issue-grade securities than indicated in the prospectus. The actual number of placed securities is indicated in the report on the results of the issue submitted for registration.
At any stage of the issue before the date of registration of the report on the results of the issue of securities, the Federal Securities Market Commission or another registering body may recognize the issue as invalid if the following circumstances exist:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue of securities (including failure by the issuer to disclose information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission; implementation of unfair advertising of securities, violation of the terms of placement of securities established in decision on the issue and (or) prospectus; invalidation in court of decisions of the authorized bodies of the issuer on the placement or issue of securities; absence of a registrar for an issuer with more than 500 owners of registered securities; other violations);



The share of unplaced securities from the number specified in the issue prospectus, at which the issue is considered failed, is established by the Federal Securities Market Commission.
The consequence of declaring the issue invalid is the return to investors of their funds spent on the purchase of securities in the manner established by the Federal Commission for the Securities Market.
The issuer is obliged to complete the placement of issued issue-grade securities after one year from the start date of the issue, unless other terms for the placement of issue-grade securities are established by the legislation of the Russian Federation. It should be noted that the current legislation does not determine what is considered the start date of the issue. In our opinion, such a date should be considered the date the issuer made a decision to issue equity securities, since the adoption of such a decision is the first stage of the issue.
It is prohibited to place securities of a new issue earlier than two weeks after providing all potential owners, that is, persons who can purchase securities, with the opportunity to access information about the issue, which must be disclosed in accordance with the requirements of the Federal Law “On the Securities Market” and resolutions of the Federal Commission for the Securities Market. Information on the placement price of securities may be disclosed on the day the placement of securities begins.
The procedure for disclosing information - ensuring its availability to all interested parties, regardless of the purpose of obtaining this information according to a procedure that guarantees its location and receipt, is determined by Chapter 7 of the Federal Law “On the Securities Market”, the Regulations on the Information Disclosure System on the Securities Market, approved by the Resolution of the Federal Securities Market Commission dated January 9, 1997 No. 2, Regulations on the procedure and scope of information disclosure by open joint-stock companies when placing shares and securities convertible into shares by subscription, approved by the Resolution of the Federal Securities Market Commission dated April 20, 1998 No. 9, Regulations of the Central Bank of July 2, 1998 No. 43-P “On the disclosure of information by the Bank of Russia and credit institutions - participants in financial markets.”
An issuer that publicly places issue-grade securities is obliged to disclose information about its securities and its financial and economic activities in the following forms:
1. Preparation of a quarterly securities report. The quarterly report must be accepted by the authorized body of the issuer, submitted to the Federal Securities Market Commission or a state body authorized by it in the form of a brochure, which is provided to all securities holders upon their request, for a fee not exceeding the cost of its production9. The issuer's quarterly report must contain the following data:
- codes assigned by the registration authority to messages about material facts disclosed in the reporting quarter affecting the financial, economic and other activities of the issuer;
- data on the financial and economic activities of the issuer: balance sheet, profit and loss accounts at the end of the reporting quarter;
- facts that resulted in an increase in the issuer’s net profit or losses by more than 20 percent during the reporting quarter compared to the previous quarter;
- data on the formation and use of the issuer’s reserve and other special funds.
A quarterly report is compiled based on the results of each completed quarter no later than 30 calendar days after its end. The quarterly report must be approved by the issuer's authorized body.
2. Report on significant events and actions affecting the financial and economic activities of the issuer. Published by the issuer no later than 5 days from the date of events or actions in print media distributed in a circulation accessible to the majority of holders of the issuer's securities.
Messages about material facts affecting the financial and economic activities of the issuer are the following information:
- on changes in the list of persons included in the issuer’s management bodies (with the exception of the general meeting of participants in limited liability companies and the general meeting of shareholders in joint-stock companies);
- on changes in the amount of participation of persons included in the issuer’s management bodies in the authorized capital of the issuer, as well as its subsidiaries and affiliates, and on the participation of these persons in the capital of other legal entities, if they own more than 20 percent of the specified capital;
- on changes in the list of owners (shareholders) of the issuer who own 20 percent or more of the issuer’s authorized capital;
- on changes in the list of legal entities in which the issuer owns 20 percent or more of the authorized capital
- on the reorganization of the issuer, its subsidiaries and dependent companies;
- on accrued and (or) paid income on the issuer’s securities;
- on redemption of securities;
- on issues of securities suspended or declared invalid;
- on the appearance in the issuer’s register of a person owning more than 25 percent of its issue-grade securities of any particular type.
During a public placement or circulation of an issue of issue-grade securities, it is prohibited to provide an advantage to one potential owner over another in the acquisition of securities. This provision does not apply in the following cases:
1) when issuing government securities;
2) when granting shareholders of joint stock companies the pre-emptive right to purchase a new issue of securities in an amount proportional to the number of shares they own at the time the decision on the issue was made;
3) when the issuer introduces restrictions on the acquisition of securities by non-residents.
The final stage of the issue of securities is the registration of a report on the results of the issue.
No later than 30 days after the completion of the placement of issue-grade securities, the issuer is obliged to submit a report on the results of the issue of issue-grade securities to the registration authority.
The report on the results of the issue of equity securities must contain the following information:
1) the start and end dates of the placement of securities;
2) the actual placement price of securities (by type of securities within a given issue);
3) the number of placed securities;
4) the total volume of proceeds for the placed securities, including:
a) the amount of funds in rubles contributed in payment for the placed securities;
b) the amount of foreign currency contributed in payment for the placed securities, expressed in the currency of the Russian Federation at the exchange rate of the Central Bank of the Russian Federation at the time of deposit;
c) the volume of tangible and intangible assets contributed as payment for placed securities, denominated in the currency of the Russian Federation.
For shares, the report on the results of the issue of issue-grade securities additionally indicates a list of owners who own a block of issue-grade securities, the size of which is determined by the Federal Commission for the Securities Market.
The registration authority reviews the report on the results of the issue of equity securities within two weeks and, in the absence of violations related to the issue of securities, registers it. The registration authority is responsible for the completeness of the report registered by it.
As already noted, the issue procedure is supplemented by four more stages, if the issue, in accordance with current legislation, requires registration of the issue prospectus.
When registering a prospectus, the issuer first of all prepares it. In accordance with Art. 22 Federal Law “On the Securities Market” the prospectus must contain:
- information about the issuer;
- data on the financial position of the issuer (this information is not indicated in the prospectus when creating a joint stock company, with the exception of cases of transformation of legal entities of a different organizational and legal form into it);
- information about the upcoming issue of equity securities.
Issuer information includes:
a) the full and abbreviated name of the issuer or the names of the founders;
b) legal address of the issuer;
c) number and date of the certificate of state registration as a legal entity;
d) information about persons owning at least 5 percent of the issuer’s authorized capital;
e) the structure of the issuer's governing bodies, specified in its constituent documents, including a list of all members of the board of directors, board or management bodies of the issuer performing similar functions at the time of the decision to issue securities, indicating the last name, first name, patronymic, all positions of each of its members currently and over the past five years, as well as shares in the authorized capital of the issuer of those of them who are personally its participants;
f) a list of all legal entities in which the issuer owns more than 5 percent of the authorized capital;
g) a list of all branches and representative offices of the issuer, containing their full names, date and place of registration, legal addresses, surnames, first names, patronymics of their managers.
In the issue prospectus when issuing shares in the process of creating a joint stock company, with the exception of cases of transformation into it of a legal entity of a different organizational and legal form, only information about the name of the issuer or its founders, information about the state registration certificate and the legal address of the issuer are indicated.
Data on the issuer's financial position include:
- balance sheets (for issuers that are banks, balance sheets for second-order accounts) and reports on the financial results of the issuer’s activities, including a report on the use of profits, in established forms for the last three completed financial years or for each completed financial year from the date of formation, if this period is less than three years;
- the balance sheet of the issuer (and for issuers that are banks, the balance sheet for secondary accounts) as of the end of the last quarter before the decision to issue securities;
- a report on the formation and use of the reserve fund for the last three years;
- the amount of overdue debt of the issuer to creditors and for payments to the relevant budget as of the date of the decision to issue securities;
- data on the issuer’s authorized capital (the size of the authorized capital, the number of securities and their par value, owners of securities whose share in the authorized capital exceeds the standards established by the antimonopoly legislation of the Russian Federation);
- a report on previous issues of issue-grade securities of the issuer, including the types of issued issue-grade securities, number and date of state registration, name of the registering authority, volume of issue, number of issued issue-grade securities, terms of payment of income, other rights of owners.
Information about the upcoming issue of securities must contain the following information:
- about securities (the form and type of securities, indicating the procedure for storing and recording rights to securities), about the total volume of the issue, about the number of issue-grade securities in the issue;
- on the issue of securities (the date of the decision on the issue, the name of the body that made the decision on the issue, restrictions on potential owners, the place where potential owners can purchase issue-grade securities; when storing certificates of issue-grade securities (or) recording rights to issue-grade securities securities in the depository - name and legal address of the depository);
- on the start and end dates of the placement of issue-grade securities;
- on prices and payment procedures for equity securities purchased by owners;
- about professional participants in the securities market or their associations who are expected to be involved in the placement of the securities issue at the time of registration of the issue prospectus (name, legal address, function performed during the placement of securities);
- on receipt of income on equity securities (the procedure for paying income on equity securities and the methodology for determining the amount of income);
- on the name of the body that registered the issue of issue-grade securities.
The issue prospectus prepared by the issuer must be registered with the registration authority.
The issuer is obliged to provide all interested parties with access to the information contained in the prospectus and publish a notice on the procedure for disclosing information in a periodical printed publication with a circulation of at least 50 thousand copies.
The issuer, as well as professional participants in the securities market who place issue-grade securities, are obliged to provide any potential owners with the opportunity to access the disclosed information before purchasing securities.
In cases where at least one issue of the issuer's securities was accompanied by the registration of a prospectus, the issuer is obliged to disclose information about its securities and its financial and economic activities.
A ban on the issue of securities on grounds of inexpediency is not permitted. Registration of an issue of issue-grade securities may be refused if there are grounds provided for in Article 21 of this Federal Law:
- violation by the issuer of the requirements of the legislation on securities, including the presence in the submitted documents of information that allows one to draw a conclusion that the conditions for the issue and circulation of issue-grade securities are inconsistent with the legislation of the Russian Federation and the non-compliance of the conditions for the issue of issue-grade securities with the legislation of the Russian Federation on securities;
- discrepancy between the submitted documents and the information contained therein with the requirements of the Federal Law “On the Securities Market”;
- entering into the prospectus or decision on the issue of securities (other documents that are the basis for registering the issue of securities) false information or information that does not correspond to reality (inaccurate information).
The issue of issue-grade securities may be suspended or declared invalid. At the same time, the Federal Law “On the Securities Market” and the Resolution of the Federal Securities Commission establish different grounds for such suspension or recognition. The Federal Law “On the Securities Market” indicates that the grounds for suspending an issue and declaring it invalid are the same. The FCSM makes a distinction between these grounds. In our opinion, since the concepts of “suspension of an issue” and “recognizing an issue as failed” are different, the grounds for each of these actions by the registering authority cannot be the same.
Actions that are expressed in violation of the issuance procedure and are the basis for the registration authority to refuse to register the issue of issue-grade securities, to recognize the issue of issue-grade securities as invalid or to suspend the issue of the Federal Law “On the Securities Market” are called unfair issue.
In accordance with the Regulations on the procedure for issuing and recognizing the issue of securities as failed or invalid, approved by Resolution of the Federal Commission for the Securities Market dated 31-12.97 No. 45, the issue of securities may be suspended if the registration authority detects the following violations:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue (including failure by the issuer to disclose information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission;
- carrying out unfair advertising of securities;
- violation of the terms of placement of securities established in the decision on the issue and/or prospectus;

- detection of unreliable information in the documents on the basis of which the issue of securities was registered;
- presence of violations of the procedure for maintaining the register of owners of registered securities, including those resulting in the suspension or revocation of the license of the registrar maintaining the register of owners of registered securities of the relevant issuer;
- in other cases provided for by the legislation of the Russian Federation on securities.
If violations of the established issuance procedure are detected, the registration authority may also suspend the issue until the violations are eliminated within the period for placement of securities. The resumption of the issue is carried out by a special decision of the registering authority.
The issue of securities may be suspended, and the issue of securities may be declared invalid at any stage of the procedure for issuing securities before the date of registration of the report on the results of the issue of these securities.
Before a decision is made to recognize the issue of securities as invalid, in order to conduct an inspection of the issuer or protect the rights of the owners of securities, the issue of securities must be suspended, except for the cases provided for by the Regulations.
Registration bodies whose competence includes state registration of securities issues on the territory of the Russian Federation have the right to suspend the issue, recognize the issue of securities as invalid, and also cancel the issues of securities.
The Federal Commission has the right to suspend the issue and recognize the issue of securities as invalid, the state registration of the issue of which was carried out by another registration authority with notification of this registration authority.
The Federal Commission or other registration body notifies the following about the suspension of the issue of securities: the issuer; underwriter of securities whose issue is suspended; the registrar maintaining the register of owners of registered securities, the issue of which has been suspended; trade organizers.
Notification of the suspension of the issue of securities is carried out no later than the next day after the date of the decision to suspend the issue of securities by telephone, fax, or using other means of electronic communication (preliminary notification), with the obligatory sending of written confirmation no later than 3 days from date of such decision (subsequent notification).
If the suspension is carried out by another registering body, then it is obliged no later than 3 days after the date of the decision to suspend the issue of securities to send a copy of the notification to the Federal Commission.
If the Federal Commission makes a decision to suspend the issue of securities, the Federal Commission is obliged to send a copy of the notification about this to another registration authority no later than 3 days after the date of such decision.
The notice of suspension of the issue of securities must contain the following information:
- name of the body that made the decision to suspend the issue of securities;
- the date of the decision to suspend the issue of securities;
- full name of the issuer of securities, the issue of which is suspended;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities, the issue of which is suspended;
- grounds for suspending the issue of securities;
- a ban on entering into transactions for the placement of these securities, a ban on advertising securities of this issue, a ban on the registrar accepting transfer orders in relation to transactions on the placement of securities, the issue of which has been suspended, as well as carrying out other actions, except for cases provided for by federal laws and legal acts of the Russian Federation, regulations of the Federal Commission.
The Federal Commission or other registration body, no later than 5 days from the date of the decision to suspend the issue of securities, discloses information about the fact of suspension of the issue of securities in the media by publishing a message containing all information similar to the information contained in the notification.
If a decision is made to suspend the issue of securities, the body that made such a decision, after establishing the facts of a violation, sends an order to the issuer to eliminate violations of the legislation of the Russian Federation on securities. The order must contain information similar to the information contained in the notification, as well as an indication of the necessary measures and deadlines for eliminating violations.
To clarify all the circumstances that led to the suspension of the issue of securities, the Federal Commission or other registration body has the right to conduct inspections and request the necessary documents and information from the issuer.
An issuer whose issue of securities has been suspended is obliged, within the placement period established in the decision on the issue of securities, or the period established in the order, to eliminate violations and send a report on elimination to the body that made the decision to suspend the issue, as well as to the Federal Commission detected violations.
If violations cannot be eliminated within the placement period established in the decision on the issue of securities, or within the period established in the order, the body that made the decision to suspend the issue may allow the resumption of the issue if there is an obligation on the part of the issuer to eliminate the violation after registration of the report on results of the securities issue. In this case, the issuer is obliged to submit a protocol on eliminating violations, containing the deadlines and responsibilities of the issuer to eliminate violations.
If the issuer fails to fulfill the obligation to eliminate the violations set out in the protocol, the Federal Commission or another registration body may apply to the court to declare the issue invalid.
The issue of securities may be resumed with the written permission of the Federal Commission or other registration authority only upon the results of consideration of the issuer's report on the elimination of violations that led to the suspension of the issue of securities. The specified report is considered no later than 10 days from the date of its receipt.
The Federal Commission or other registration body shall send in writing, no later than 3 days from the date of the decision, a notice of permission to resume the issue of securities to all persons who were notified of the suspension of the issue of securities.
A written notice of permission to resume the issue of securities must contain the following information:
- name of the body that made the decision to resume the issue of securities;
- the date of the decision to resume the issue of securities;
- full name of the issuer of the securities, the issue of which has been resumed;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities, the issue of which has been resumed;
- an indication of the termination of restrictions on transactions for the placement of these securities, on advertising of securities of this issue, a ban on the registrar accepting transfer orders in relation to transactions for the placement of securities, the issue of which has been suspended, as well as taking other actions.
The body that made the decision to resume the issue of securities, no later than 5 days from the date of such decision, publishes information about the fact of the resumption of the issue of securities in the media.
An issue of securities may be declared invalid by the Federal Commission or other registering authority in the following cases:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue of securities (including the issuer’s failure to disclose information in accordance with the requirements of federal laws and legal acts of the Russian Federation, regulations of the Federal Commission;
- carrying out unfair advertising of securities, violating the terms of placement of securities established in the decision on the issue and/or prospectus;
- invalidation in court of decisions of the authorized bodies of the issuer on the placement or issue of securities;
- the issuer with more than 500 owners of registered securities does not have a registrar; other violations);
- detection of unreliable information in the documents on the basis of which the issue of securities was registered;
- presence of violations of the procedure for maintaining the register of owners of registered securities, including those resulting in the suspension or revocation of the license of the registrar maintaining the register of owners of registered securities of the relevant issuer;
- failure by the issuer to submit to the registration authority a report on the results of the issue of securities after the expiration of the period for placement of securities;
- refusal of the registration authority to register a report on the results of the issue of securities;
- non-placement of the share provided for by the decision on the issue of securities, in case of non-placement of which their issue is recognized as failed;
- non-placement of at least one security of the issue;
- in other cases provided for by the legislation of the Russian Federation on securities.
An issue of securities may be recognized as failed by the Federal Commission or other registration authority also if the issuer, within the period specified in the order, has not eliminated the violations that were the basis for suspending the issue of securities (and which should have been eliminated within the placement period established in decision to issue securities).
If the Federal Commission makes a decision to recognize the issue of securities as invalid, it is obliged to notify another registering authority about this.
Notification of the recognition of the issue of securities as invalid by the Federal Commission is carried out the next day after such a decision is made by telephone, fax, using other means of electronic communication, with the obligatory sending of written confirmation no later than 3 days from the date of such decision.
The Federal Commission and other registration authority, if necessary in order to protect the rights of securities owners, have the right to recognize the issue of securities as invalid without applying the procedure for suspending the issue of securities.
In accordance with Art. 26 of the Federal Law “On the Securities Market” it is possible to invalidate the issue of issue-grade securities. However, the Federal Law does not define the grounds for such recognition. This gap is filled by Resolution of the Federal Commission for the Securities Market dated December 31, 1997 No. 45, according to which the issue of securities may be declared invalid by a court decision in the following cases:
- violation by the issuer of the requirements of the legislation of the Russian Federation during the issue of securities;
- detection of unreliable information in the documents on the basis of which the issue of securities was registered;
- in other cases provided for by the legislation of the Russian Federation on securities.
The Federal Commission for the Securities Market, another registration body, the state tax service body, the prosecutor, as well as other government bodies and interested parties may file a claim to invalidate the issue of securities in cases and in the manner established by the legislation of the Russian Federation.
The issue of securities may be declared invalid at the request of the Federal Commission in the following cases:
- the issue of securities entailed a significant misrepresentation of the owners of these securities;
- the purposes of issuing securities contradict the fundamentals of law and order and morality;
- in other cases provided for by the legislation of the Russian Federation on securities.
In this case, the Federal Commission has the right to apply to the court with a demand to invalidate the issue of securities, the state registration of which was carried out by another registering authority.
Registration authorities have the right to apply to the court with a demand to invalidate the issues of securities of issuers, the state registration of issues of securities of which falls within their competence.
If a court decision to declare an issue invalid was made at the request of other persons, then upon entry into force of such a decision, the issuer of securities is obliged to notify the Federal Commission and another registration body whose powers include state registration of issues of securities of this issuer, and also send to the specified authorities a copy of the court decision.
Notification of the invalidation of an issue of securities is carried out no later than the next day after the entry into force of such a court decision by telephone, fax, using other means of electronic communication (preliminary notification), with the obligatory sending of written confirmation no later than 3 days from the date entry into force of this decision (subsequent notification).
The notice of declaring the issue of securities invalid must contain the following information:
- full name of the issuer of securities, the issue of securities of which was declared invalid;
- name of the court, date of adoption of the judicial act declaring the issue of securities invalid;
- type, category (type), form of securities, state registration number of their issue, the body that carried out the state registration of the issue of securities declared invalid;
- grounds for recognizing the issue of securities as invalid.
The issuer is obliged to publish information about this in the media no later than 5 days from the date of recognition of the issue of securities as invalid.
From the date of entry into force of a court decision declaring the issue of securities invalid, the issuer is prohibited from carrying out transactions with these securities.
The obligation to notify the registrar, underwriters, trade organizers, distributors of advertising for securities, the issue of which is declared invalid, and responsibility for their failure to notify lies with the issuer of these securities.
From the date of receipt of the preliminary notification about the invalidation of the issue of securities, the registrar has no right to accept transfer orders in relation to these securities, as well as carry out other actions, except for cases provided for by federal laws and legal acts of the Russian Federation, regulations of the Federal Commission.
If an issue of issue-grade securities is declared invalid, all securities of this issue must be returned to the issuer, and the funds received by the issuer from the placement of these securities must be returned to the owners. The Federal Commission for the Securities Market, as well as the owners of securities themselves, the issue of which has been declared invalid, have the right to go to court in order to return the funds spent on their acquisition.
All costs associated with recognizing the issue of issue-grade securities as invalid or failed and returning funds to the owners are charged to the issuer.
In the event of a violation resulting in the release of securities into circulation in quantities in excess of those announced in the prospectus, the issuer is obliged to ensure the repurchase and redemption of securities issued in excess of the quantity announced for issue.
If the issuer does not, within two months, ensure the repurchase and redemption of securities issued in excess of the number announced for issue, then the Federal Securities Market Commission has the right to go to court to recover funds received unjustifiably by the issuer. It should be noted that the current legislation does not determine for whose benefit the funds should be collected in this case. In our opinion, funds should be recovered in favor of the owners of securities issued in excess of the number announced for issue.
When considering issues of unfair emissions, I would like to draw attention to the following. The Federal Law “On the Securities Market” for the first time enshrined the concept of dishonest issue at the legal level. At the same time, this law contains a large number of norms that refer to the regulations of the Federal Commission for the Securities Market.
The huge number of regulations of the Federal Commission for the Securities Market and gaps in the legislation have given rise to many problems, the main of which are different interpretations of the terms used, the same grounds for recognizing the issue of securities as failed and invalid, the unlimited possibility of the registering authority to arbitrarily revise the results of agreements between the issuer and acquirers and civil transactions executed by them, a different circle of persons who have the right to challenge the issue, provided for by the resolution of the FCSM and the class of plaintiffs, provided for by law, the need for more precise regulation of the legal grounds for invalidating the issue of securities.

The issue (release) of securities is the entry into the stock market of a new batch of shares and other documents confirming the issuer’s obligation to investors. Only government agencies, local governments and organizations - legal entities can issue securities on the market. The entire process of securities circulation on the stock market occurs under the supervision of the state.

The essence and objectives of issuing securities

Issuers issue securities in order to attract funds into circulation. Joint-stock companies issue shares by increasing their authorized capital. Other securities are nothing more than a debt obligation of the institution or organization that issued them to investors (buyers of the security).

The acquisition of securities is carried out with the aim of obtaining income, which consists of paying interest on debt obligations. When purchasing a significant block of shares, the holder can influence the activities of the joint-stock company, since some types of such securities give the right to vote at the general meeting of shareholders.

All securities circulate on the stock market, and it is rare that the average buyer himself makes an investment of his free capital. Most often, there is an intermediary between the issuer and the investor. As a rule, this is a financial organization that invests investors' money in certain, usually the most profitable, securities.

Not every organization - legal entity or government agency has the right to issue securities. All operations with them are controlled by the state, and their emission must be approved by special control authorities.

Securities are characterized by the following features:

• they give the owner the right to income or other property rights from the issuer of securities, which can be assigned to third parties;
• all securities of the same issue give their owner absolutely equal rights to income or voting rights, regardless of when, from whom and in what quantity they were acquired;
• all transactions with securities are carried out within the framework of the Civil Code.

Procedure for issuing securities

The issue of securities occurs in several stages. At the initial stage, the volume of issue, the form of issue and methods of placing them on the stock market are determined. This is the most important and responsible stage.

At the second stage, the primary sales circle is determined. There are options here. Firstly, this may be distribution among an already defined circle of persons, for whom the issue is carried out. For example, shares can be transferred to the real shareholders of the company. Such transfer is possible only for shares. This procedure is not provided for other securities. Secondly, the buyers of the first circle are determined. This list can be either open or closed. Thirdly, the issued securities are exchanged for other assets.

Securities such as shares can be issued in all three ways. For bills and bonds, only the last two methods are possible.

Securities can be issued in various forms. This can be a documentary or non-documentary form, when the security is not printed on forms, but gives the same rights as a documentary one. They can be registered, intended for a specific person or institution, or they can be bearer, that is, the issuer will be obliged to pay the income on the security not to a specific person, but to the one who presents it upon the maturity date.

These operations form the primary stock market. Then, through resale, exchange and assignment of claims, securities carry out their further circulation on the market.

The issue of securities is the release into circulation of shares, bonds and other types of important securities. Moreover, all procedures must be carried out in strict accordance with the law. An issuer of securities is a company that issues securities.

The main purpose of issuing government securities is to attract additional financial resources by the company. If shares are used for this, then the authorized capital of the enterprise increases, in the case of bonds, loan conditions apply. Moreover, all stages are controlled by government agencies that regulate the securities market.

An issue can be resorted to in order to issue securities with new rights, change the par value of shares that are already in circulation, and also establish a joint stock company.

Securities issuance standards

On the territory of the Russian Federation, certain rules apply for the issue of shares, additional shares and bonds. A procedure for their preparation has also been established. Securities issuance standards are a document that regulates all the described actions. They allow you to regulate the issue of shares of a joint-stock company upon its registration, additional securities that are distributed among shareholders, as well as additional shares.

Also, standards for issuing securities determine the rules for issuing bonds that are placed through subscription, and securities that are placed through conversion. Shares are placed upon establishment of a joint-stock company among its owners. For this, subscription and conversion are used.

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