Additional promotions. Additional issue of shares: goals, methods, parameters The procedure for issuing additional shares begins

The authorized capital of a joint-stock company may be changed in certain cases. It can be reduced as a result or, on the contrary, increased by means of their additional emission. In this article, I will tell you about what an additional issue of shares is, how it is carried out, how it is regulated, and what are its main goals and objectives.

Let's start with a simple definition:

An additional issue of shares is usually called their additional issue leading to an increase in the authorized capital of the company due to a decrease in the shares of its current shareholders.

Let me explain with a simple example:

The company had an authorized capital of 100,000 rubles due to the initial issue of 100 shares of 1,000 rubles each. At the same time, each share gave its owner a 1/100 part in the company's business (including its profits in the form of dividends). And after it issued an additional 100 shares, its authorized capital doubled, but the share per share, on the contrary, decreased by 2 times (now it is 1/200).

Stages of additional issue of shares

An additional issue of shares is a strictly regulated procedure, which includes a number of the following main stages:

Decision making (usually initiated by the board of directors of the company or one or more majority shareholders);
Decision approval. Usually, the decision to issue additional shares of the company is approved at the general meeting of its shareholders, but sometimes the charter of the joint-stock company grants this prerogative directly to the board of directors (in this case, no one is interested in the opinion of the majority of shareholders);
Registration of an additional issue in the relevant state authorities;
Placement of newly issued shares. Initially, they are placed among the existing shareholders of the company who have expressed a desire to increase their share in it, and after that, the remaining shares can be purchased by anyone;
Registration of a report on the conducted additional issue in all the same state institutions;
Amendments to the company's articles of association.

Stages of additional issue

Let's consider these stages in more detail.

Stage one: Deciding on an additional issue of shares

This decision is usually made by the board of directors based on a detailed analysis of the current state of the company and an assessment of the prospects for its further development. It can be prompted by such reasons as, for example:

Acute shortage of funds for the current functioning of the company;
The need to expand production or modernize it in order to keep up with competitors and thus stay afloat;
Inability to get a loan from a bank;
Consolidation of the authorized capital of the company.

More details about the purposes of the additional issue are written in one of the following sections.

Stage two: Approval of the decision

In the event that the charter of a joint-stock company does not directly state that the board of directors has the right to independently make and approve a decision on an additional issue of shares, this issue is submitted to the general meeting of shareholders.

At the same time, the main reasons that prompted the adoption of this decision are expressed before the meeting, analytical data are given regarding the current state of affairs. After that, a vote is held in which each shareholder has a vote proportional to the share of shares in which he owns.

The main weight, at such meetings, are the votes of the majority shareholders (who own relatively large shares of shares). This is not only due to the fact that their share (and the number of votes) is greater, but also for the simple reason that not all small shareholders participate in meetings **.

** The Meeting will have a quorum if more than 50% (Article 58 of the Law “On Joint Stock Companies”) of votes take part in it. That is, if two major shareholders owning blocks of shares of 20% each vote for the decision, and in addition, at least 11% of minority shareholders take part in the voting, the decision will be made (even if all minority shareholders vote against).

Step Three: Registering the Solution

Within three months from the date of approval of the decision (no later than) it must be registered with the Bank of Russia (either in the department for admission to the financial market, or in the corresponding territorial office of the Central Bank of the Russian Federation).

To carry out the registration procedure, the issuer must provide documents according to the following list:

Stage four: Placement of newly issued shares

Newly issued shares must be distributed to shareholders (both existing and new). Placement can be done in the following main ways:

Among existing shareholders. In this case, the shares are distributed exclusively among the existing shareholders of the company. Each of them has the right to purchase shares in the amount corresponding to the share that he currently owns;
Through closed subscription. In this case, offers to purchase shares are sent to a strictly limited circle of persons;
Through an open subscription. At the same time, anyone has the right to purchase shares, but the priority still remains with existing shareholders;
Through conversion. This is a more complex procedure, the need for which may be due to a change in the nominal value of shares, a change in the rights given by them, consolidation or splitting of shares.

Stage five: Registration of a report on the additional issue of shares

After the issue has been made and the shares have been distributed among the shareholders, the issuer must, without fail, draw up and register a report on all procedures carried out as a result of the additional issue. This report must be submitted to the appropriate department of the Central Bank of the Russian Federation no later than thirty days from the date of placement of all additionally issued shares.

The following package of documents must be submitted along with the report:

Based on the submitted report, a thorough check is carried out, as a result of which all violations and inconsistencies with regulatory legislative norms and rules (if they were made during the issue) can be identified. These violations can be punished by various kinds of sanctions imposed on the issuer. The degree of responsibility may vary depending on the seriousness of the committed violations, up to the point that the results of the additional issue may be invalidated.

Stage six: Amendments to the charter of the issuing company and their registration

Law No. 129-FZ obliges to report all changes in the data contained in the Unified State Register of Legal Entities (State Register of Legal Entities) no later than three days after they have occurred. As a result of the additional issue, among other things, the size of the authorized capital of the joint-stock company changes, and this fact requires mandatory registration.

To do this, after making appropriate changes to the charter, you should immediately submit an application to the registration authorities at the location of the issuing company. The registering authority, in turn, is obliged to issue a notice of registration to the issuer within three days from the date of filing the application.

Documents required for registration of changes in the charter of JSC:

What is the purpose of an additional share issue?

The most obvious purpose of an additional share issue is to get "free" money to further develop the business. What does "free" mean? This means that the money received from the sale of additionally issued shares does not need to be subsequently returned to anyone and no interest must be paid on them (as, for example, when issuing bonds or when taking a loan).

Sometimes there is an urgent need for money (for the modernization of production, expansion of activities, etc.). At the same time, banks are not always ready to provide a loan or agree to do so, but on rather unfavorable terms. In this case, in order to stay afloat, there is often no other option but to issue additional shares.

Often, an additional issue is carried out against the background of a revaluation of the company's shares (when the company's market value exceeds the book value). Such an overestimation can be diagnosed quite quickly by looking at such major multiples as, for example, P/B, P/E.

There are also cases when an additional issue is carried out in accordance with the requirements of the law. For example, banks are forced to resort to it in cases where the size of the minimum allowable amount of authorized capital for them is increased by law.

And finally, this procedure is often carried out in order to consolidate the authorized capital and concentrate the management of the company in the hands of a group of majority shareholders. According to the letter of the law, each shareholder has a pre-emptive right to redeem newly issued shares according to the share that he currently owns. Most of the share capital is diluted between a huge number of small shareholders and not every one of them will use his right to purchase additional shares. This is what gives the majority shareholders the opportunity to buy them out, thereby increasing their shares in the company.

Negative consequences of the additional issue

Most of all, the additional issue harms the interests of holders of relatively small shares of the company's shares - minority shareholders. Ordinary holders of minor blocks of shares often do not have a real opportunity to prevent this process. Although the decision is made at the general meeting of shareholders (unless otherwise stated in the company's charter), but due to the blurring of shares and uncoordinated actions of minority shareholders, it is the votes of majority shareholders that have the main weight here. And the majority shareholders, as mentioned above, often act not so much in the interests of the company as they look after their own selfish interests (and the interests of the company do not always coincide with the interests of individual majority shareholders).

What happens to the existing shares of the company during their additional issue? Everything is simple. Let's say you own ten shares worth $1,500 each. At the same time, you are the owner of a certain share in the business of the issuing company (with a total number of shares of 100,000 pieces, your share in the company will be (10/100,000)x100% = 0.01%) and, accordingly, you can count on the corresponding share in profit (in the form of dividends).

And after the additional issue of shares is carried out (let it be issued another 20,000 shares), the following changes will occur:

The share of the business per share will decrease. If earlier it was 0.001% ((1/100000)x100%), now it will be 0.0008% ((1/120000)x100%);
Accordingly, the amount of dividends paid per share will also decrease;
All this will naturally lead to a decrease in the market value of shares, it will decrease in proportion to the number that was newly issued. That is, in our case, if the number of shares increased by 1.2 times, then their price will also decrease by about 1.2 times and will be in the region of 1250 rubles **.

As you can see, for ordinary shareholders of a company who own small shares in it, an additional issue is a very unpleasant procedure, since it can significantly reduce the value of their share and the amount of dividends received.

Therefore, in order to minimize the negative consequences of the additional issue of shares and protect the rights of minority shareholders, Russian legislation introduces a number of rules and restrictions applicable to this procedure.

** It should be understood here that the market value of shares depends on many factors, and therefore its value, as a rule, always differs from that calculated in this way.

Legislative regulation

An additional issue of shares in the Russian Federation must be carried out in strict accordance with the provisions set forth in the following legislative acts:

Federal Law No. 208-FZ of December 26, 1995 (as amended on November 4, 2019) “On Joint Stock Companies”;
Federal Law No. 39-FZ of April 22, 1996 (as amended on July 26, 2019) “On the Securities Market”.

Here is an excerpt from Article 28 of Federal Law No. 208-FZ:

And here is what article 40 of the same law says:

An example of an additional issue of shares

Well-known in all cities of Russia, the Magnit grocery store chain conducted an additional share issue at the end of 2017. At this time, the company was in dire need of money to pay off debt obligations, organize its own production and further develop its chain of stores.

The company's management has chosen a fairly good time for the additional issue. Indeed, at the time of its holding, the company's shares were greatly overvalued (as indicated by the values of the multipliers , P/CF, ). In any case, the price reduction was inevitable, as the company did not plan to pay dividends for the first time this year. In addition, the company's growth indicators and its profits began to noticeably decline, while the debt burden began to increase.

It was possible to place additionally issued shares at a fairly favorable price, thus obtaining the necessary amount of "free" money. The share price of course fell, but as mentioned above, this was inevitable anyway, and in this case, it was possible to extract a significant profit from this. True, it should be noted that this profit was obtained largely at the expense of ordinary shareholders, whose shares as a result of all this were significantly reduced.

The issue and placement of which is carried out in addition to the previously issued shares. The main purpose of such an issue may be to increase the existing authorized capital of the company, its reorganization (some forms), as well as attracting new partners from outside.

Additional shares are issued subject to the requirements of Article No. 19 of the Federal Law "On the Securities Market", which stipulates all the main points.

Decision to issue additional shares

To issue an additional issue, a decision of one of the bodies is required - the supervisory board (board of directors) or the meeting of shareholders. It all depends on the conditions for placing an additional batch of securities, prescribed in the company's charter. There is no single requirement in the Law on Joint Stock Companies - one of two options is available, but it is better to make a decision at a meeting of shareholders - this way there will be fewer questions.

If a decision on an additional issue is made at a meeting of shareholders, the number of required votes is calculated taking into account the placed securities. If the assets are transferred on the basis of a closed subscription, then the consent of ¾ of the shareholders' votes is required for an additional issue. The same number of voters is also required if the additional issue was made by open subscription. At the same time, the issue volume should exceed a quarter of the already placed assets.

If the charter does not contain figures reflecting the exact number of shares, then the decision on the amount of declared assets can be made at the same meeting. The decision will be considered positive also if there are 2/3 votes. When making changes to the charter regarding an increase in the number of shares, it is necessary to register the changes made in the constituent document.

If the decision on the issue is made by the board of directors, then the votes of all participants in the meeting will be required. At the same time, if some directors leave, their votes may not be taken into account. At the same time, there is a practice of appealing the decisions of the board of directors in the absence of one of their directors during the voting (or the absence of his vote). At the same time, he could simply leave the SD until the moment of voting (at will).

What is contained in the decision to issue additional shares?

When issuing additional securities, the decision must contain the following items:

The total number of securities to be issued by the joint stock company. In this case, each type of issued share must be specified;
- method of placement;
- the cost of placement of assets, as well as the method of its calculation;
- features of making payments for shares placed by subscription;
- other conditions of issue.

The value of the assets issued is not required. Suffice it to say that the question of the share price will be decided later by the board of directors. In this case, the cost must be determined before the start of placement. The issue of additional shares allows you to provide a higher price (it is forbidden to set lower than it was before). In this case, the joint-stock company has an emission, which is not subject to taxation.

Features of financing the issue of additional shares

When placing additional shares, financing is possible:

1. On account of the property of the joint-stock company. In such a situation, the basic requirements will coincide with those in the case of an increase in the nominal value. At the same time, assets should be distributed evenly to the total number of issued shares or taking into account the category of already existing owners. Placement of newly issued shares in such a way that they look like fractional ones is prohibited;

2. Money, securities or other property. In addition, payment for an additional issue can be made at the expense of property rights that have a financial assessment. As an alternative to payment, there is an option to use the offset of financial claims against the JSC. In the latter case, the securities must be placed through a closed subscription. At the same time, the application of a monetary claim when paying for a new batch of shares must be provided for by an appropriate decision of the board of shareholders or the board of directors.

The charter of a joint-stock company may contain a number of restrictions regarding the types of property available for payment of an additional issue. In addition, a number of sources of capital cannot be used for these purposes. For example, it is forbidden to apply the right to lease land plots in special areas, the right to use land plots indefinitely, the right to lease land plots related to the forest fund.

There are also special requirements for paying for shares of investment funds.
In the case when it is paid not in cash, then a prerequisite is the monetary valuation of the board of directors. In this case, the result should not be more than the value of the valuation of the JSC's property. If an increase in the Criminal Code is required, then the involvement of an appraiser and the determination of all types of company property is mandatory. In particular, we are talking about those objects that will be used to pay for additional emission.

For the category of persons who have the right to purchase shares in the first place, a special - preferential price of the security may be established. A deviation of no more than 10% of the value of the asset for other buyers is allowed. In this case, the lower limit of the price should not be less than the face value of the security.

It should be noted that recently the increase in the authorized capital through the issuance of an additional issue with a negative balance of net assets was prohibited. At the moment, according to letter No. 12-DP-03/12363 dated March 27, 2012, such an action is quite acceptable.

Options for placing additional shares and their registration

When issuing an additional batch of securities, there are three options for placing securities:

1. Transfer to existing shareholders. This is real only in the situation when the issue of additional assets is carried out at the expense of the property of the joint-stock company.

2. Through the conversion.

3. By subscription. This method is one of the most popular today (especially when placing additional shares in order to increase the authorized capital). The transfer of securities is made on a reimbursable basis. At the same time, an obligatory condition is the conclusion of agreements on the sale and purchase of assets with shareholders. Parties to the agreement - the issuer and.

In the case when potential buyers for additional shares of the company are already known, then we are talking about a closed subscription. If the future shareholders are not yet known, then the placement is made by open subscription.

Registration of an additional issue may be carried out simultaneously with the registration of a share prospectus. If the assets are placed by subscription, then registration of the prospectus is mandatory, except for a number of cases when at least one of the following conditions is met:

Securities are placed between professional investors. At the same time, the total number of buyers with a priority right to purchase assets should not exceed 500. This number may not include professional investors;

When converting securities into shares, the latter are placed among buyers who at the time of the transaction already were or are holders of JSC shares. At the same time, the number of such persons should not exceed 500 (excluding professional investors);

Securities are placed among persons whose number is not more than 150 people. At the same time, qualified investors are not included in this number. In addition, the number of shareholders may be 500 people, if they do not include persons who at the time of placement were or already are shareholders of the issuer;

Assets are placed through a closed subscription among 500 people (this number does not include professional investors);

- the total amount of capital raised by the issuer by placing one or more issues within 365 days is not more than two hundred million rubles;

The total amount of capital raised by the issuer (credit institution) through the placement of debt securities within 365 days does not exceed the amount of about four billion rubles;

The amount of capital contributed by each of the buyers does not exceed four million rubles. The number of shareholders does not include persons having the primary right to purchase securities. The total number of buyers (excluding professional investors) must not exceed 500.

If at least one of the above conditions is met, the prospectus of issued assets may not be registered. If a prospectus is registered, then the placement process must take place simultaneously with the disclosure of information.

Before making an additional issue, it is important to make sure that the amount of the authorized capital is fully redeemed. At the same time, all reports on the results of the issue of previous securities must be endorsed accordingly. Also, when making an additional issue, it is important to take into account the law on joint-stock companies, which specifies the rules for placing an additional share. In particular, additional placement may be carried out only within the limits of the number of declared securities. If the charter does not contain such information, then appropriate changes must be entered into it.

Preemptive rights to purchase additional shares

If the placement of shares is made by open subscription, then the current holders of the securities have the right of first priority to purchase shares. At the same time, the available amount of assets will be commensurate with what is already on hand. In the case when the placement is made through a closed subscription, the shares can be placed not only among the shareholders, but also among those persons who did not vote or voted against the issue. Until the expiration of the right to additional issue, placement of securities among other buyers is prohibited. In addition, those who have the right of first priority to buy out assets must be made aware of this.

In the case of an additional issue, a list of persons who have a priority right to purchase the company's securities must be drawn up. As a basis, the data of the register at the time of compiling the list of persons participating in the meeting or on the basis of a decision of the board of directors may be used. Next, notifications are drawn up and sent to selected persons (having the privilege of purchasing assets). In order to exercise your right to purchase, you must submit your application to JSC and attach a document confirming the payment.

Stages of issuing additional shares

Additional issue of securities consists of several main stages:

1. The beginning of the journey - making a decision on the future issue of additional assets. A meeting of shareholders can act as a body (we talked about this above).

2. The decision regarding the additional issue is being approved. In this case, we are talking about the development of a more detailed decision containing detailed information about the new issue of securities. It is extremely important that this decision be approved by all members of the board of directors of the company. In some cases, which are stipulated by the articles of association, such a right may be transferred to the meeting.

3. Procedure for registration of newly issued shares. The decision to conduct an additional issue must be registered in accordance with all the rules of the law. This operation is carried out by the Service of the Bank of Russia dealing with financial markets. Time for registration is given no more than 30 days from the date of transfer to the SBR FR. The application must be accompanied by all data on the legal and economic status of the JSC, as well as everything about the future issue of assets. The list of documents required for transfer is determined at the legislative level. Much here depends on the characteristics of the issuer, methods and nuances of asset allocation.

When registering securities, it is mandatory to disclose information that will allow both potential investors and shareholders to assess the feasibility of their own investments. In turn, the volume and procedure for disclosing data is also provided for by law. Sometimes it may be necessary to register an additional issue prospectus (as mentioned above).

4. Securities are placed in one of the ways - by subscription (open or closed), by converting assets into shares or distribution among shareholders, taking into account their rights and interests. Payment for the purchased assets can be made in any of the convenient forms - cash or non-cash. When buying securities, a contract of sale is drawn up. In the second case, special documents are drawn up, specified in the order of registration.

Additional shares are placed for a period that is agreed in the process of making a decision on the issue. The law defines the deadlines for subscription. It cannot last less than 30 days and more than a year. If the shares are distributed among the current shareholders, then the terms are not indicated, because the whole procedure takes no more than one day.

5. A report is being registered confirming the fact of the additional issue. Within one month, the issuing company undertakes to submit a report on the issue of additional assets to the state body dealing with registration issues. The decision to register the report is given no more than two weeks from the date of receipt of all papers for consideration.

If an incomplete package of documents was submitted or the deadlines for their transfer were violated, then registration may be denied. In addition, the reason for refusal may be the presence of errors or violation of the rules specified by law. If the SBR FR refuses to register an additional issue (for any of the reasons), then the issue can be considered failed.

To prevent this, when collecting all the documents and filling them out, it is important to be extremely careful in order to avoid refusal by the registration authorities. At the first failed attempt, it is important not to stop - if all the rules are followed, the re-registration of the issue will be successful.

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When registering a joint-stock company, the founders, as a rule, form the authorized capital of the newly created joint-stock company in an amount not exceeding the minimum amount of the authorized capital. To date, the minimum authorized capital for non-public joint-stock companies is 10 thousand rubles, for public joint-stock companies 100 thousand rubles. However, in the future, it often becomes necessary to increase the authorized capital.

The joint-stock company is developing and additional cash injections are needed to expand production. An increase in the authorized capital of a joint-stock company is possible in two ways: increase in the nominal value of shares or placement of additional shares (clause 1, article 28 of the Law on Joint Stock Companies). At the same time, in accordance with paragraph 1 of Article 39 of the said Law, the placement of additional shares can be carried out in one of three ways :

— subscription (open or closed);

- conversion;

— distribution among shareholders.

Let us consider the content of corporate events carried out in the course of an additional issue of shares placed by closed subscription, and in the case when the additional issue of shares is not accompanied by state registration of the prospectus for the issue of securities.

Registration of a prospectus is required if the shares are placed by open subscription or by closed subscription among a number of persons whose number exceeds 500. At the same time, more stringent disclosure requirements are provided in order to ensure that potential investors in the securities market receive the necessary information.

Payment for additionally issued shares can be made both in cash and in various property (under an exchange agreement), which must be preliminarily appraised by an independent appraiser. The article will consider the first option for paying for shares.

The process of additional issue of shares includes 5 stages:

1. Making a decision on the placement of issue-grade securities;

2. Approval of the decision on the additional issue of emissive securities;

3. State registration of an additional issue of emissive securities;

4. Placement of equity securities;

5. State registration of a report on the results of an additional issue of emissive securities.

Each stage includes corporate events that must be carried out consistently and within the established deadlines.

1. Making a decision on the placement of issue-grade securities

At this stage, a meeting of the Board of Directors is held, which determines the value of one share and the General Meeting of Shareholders, which decides to increase the authorized capital by issuing additional shares of the company.

If the charter of the company does not contain a provision on authorized shares (that is, it does not provide for the possibility of an additional issue), it is necessary that at this stage the shareholders make a decision to make appropriate changes to the charter (on the number of authorized shares and the rights of shareholders provided by these shares after their placement) (clause 3, article 28 of the Law on Joint Stock Companies). If such a decision was made at the General Meeting of Shareholders, the Joint Stock Company is obliged to register these changes with the Federal Tax Service.

2. Approval of the decision on the additional issue of securities

The Board of Directors approves the decision on the additional issue of shares. If the organization does not have a Board of Directors, the decision is approved by the management body that performs the functions of the Board of Directors. Usually this body is the general meeting of shareholders. Documents for the state registration of an additional issue of securities must be submitted no later than three months from the date of approval of the decision on their issue.

3. State registration of an additional issue of emissive securities

According to the Decree of the President of the Russian Federation of July 25, 2013 N 645, the FFMS of Russia was abolished. Its functions have been transferred to the Bank of Russia.

Thus, the Financial Markets Service of the Bank of Russia performs the functions of the abolished FFMS of Russia, including registering additional share issues.

For state registration of an additional issue of securities, the documents stipulated by the Standards for the issue of securities (approved by the Bank of Russia on August 11, 2014 N 428-P) (hereinafter referred to as the Standards) are submitted to the registering authority.

1) an application for state registration of an additional issue of securities;

2) issuer's questionnaire;

3) a copy of the document confirming the state registration of the issuer;

4) decision on additional issue of securities;

5) Minutes of the Board of Directors on determining the placement price of shares;

6) Minutes of the general meeting of shareholders on the increase in the authorized capital;

7) Minutes of the meeting of the Board of Directors on approval of the decision on the additional issue of securities;

8) a copy of the charter (constituent documents) of the issuer in the current edition with all amendments and (or) additions made to them;

9) payment order (receipt of the established form in the case of cash payment), which confirms the fact that the issuer has paid the state duty levied in accordance with the legislation of the Russian Federation on taxes and fees for state registration of an additional issue of securities;

11) other documents stipulated by the Standards.

The issuer must submit to the registration authority a set of documents on paper and on electronic media. The decision on the additional issue and the issuer's questionnaire must be filled in in accordance with the Standards and compiled using a special program - an electronic questionnaire, which is freely available on the official websites of the RBU and recorded on electronic media in the form of a questionnaire. Since at the moment the electronic questionnaire does not contain some of the provisions of the new Standards, it is also necessary to place the Decision on the additional issue and the issuer's questionnaire in .doc or .rtf format with changes taking into account the new provisions on electronic media.

Within 20 days from the date of receipt by the registering authority of documents and electronic media, it is obliged to carry out state registration of an additional issue of securities or make a reasoned decision to refuse its state registration

In the process of reviewing documents, the RBU may have comments on the documents. In this case, in the process of registering a decision on an additional issue of securities, a verification of the accuracy of the information contained in the submitted documents may be scheduled, or the state registration of a decision on an additional issue may be suspended. The suspension period cannot exceed 30 days.

4. Placement of equity securities

The placement of securities by the issuer begins with transactions (conclusion of agreements) aimed at the alienation (sale) of securities of the additional issue to their first owners, in accordance with the terms of the registered decision on the additional issue of securities. The issuer must send a transfer order to the registrar for making appropriate entries in the register of shareholders.

The placement is carried out within the terms stipulated by the registered decision on the additional issue of shares. This period may not exceed one year from the date of state registration of the additional issue of emissive securities.

Also, during the placement process, changes may be made to the registered text of the decision on the additional issue of shares. Such changes are subject to mandatory registration with the SBR.

5. State registration of a report on the results of an additional issue of emissive securities

Not later than 30 days after completion of the placement of issue-grade securities, the issuer is obliged to submit to the Bank of Russia a report on the results of the additional issue of issue-grade securities (Clause 1, Article 25 of the Law on the Securities Market).

For state registration of a report on the results of an additional issue of securities, the following documents are submitted to the registering authority, provided for by the Issue Standards:

1) an application for state registration of a report on the results of an additional issue of securities;

2) a report on the results of an additional issue of securities;

3) a copy (extract from) of the minutes of the meeting (session) of the authorized management body of the issuer (order, instruction or other document of the authorized person), which decided to approve the report on the results of the issue (additional issue) of securities, indicating if this the decision was made by the collegial management body, quorum and voting results for its adoption;

5) certificate of the issuer on its compliance with the requirements for disclosure of information at the stages of state registration of an additional issue of securities;

6) a document confirming the existence of a decision on the preliminary approval of transactions for the placement of securities of the issuer, which is a business entity of strategic importance for ensuring the defense of the country and the security of the state, if such transactions are allowed if there is a specified decision on their preliminary approval;

8) if the issuer refuses to place securities and submits a report on the results of their issue (additional issue) containing information that no securities have been placed, a copy (extract from) of the minutes of the meeting (session) of the authorized management body shall be submitted additionally the issuer (order, order or other document of an authorized person) who made the decision to refuse to place securities, indicating, if this decision was made by the collegial management body, the quorum and the results of voting for its adoption;

9) a payment order (a receipt of the established form in the case of a cash payment), which confirms the fact that the issuer has paid the state duty levied in accordance with the legislation of the Russian Federation on taxes and fees for state registration of a report on the results of an additional issue of securities;

10) inventory of submitted documents;

11) other documents provided for by these Standards.

The issuer submits to the registering body the documents required in accordance with the Standards for state registration of a report on the results of an additional issue of securities, in one copy, except for the report on the results of an issue (additional issue), submitted in triplicate.

The text of the report on the results of the additional issue of securities shall also be submitted to the registering authority on an electronic medium and in a format that meets the requirements of the federal executive body for the securities market.

If in the process of placement of securities, as a result, not a single security of the additional issue is placed, or if the decision on the additional issue of securities placed by subscription establishes the share of securities, in case of non-placement of which the additional issue is considered failed, such an additional issue of securities is recognized by the registering authority failed, and its state registration is cancelled.

Registration of a report on an additional issue of securities is carried out within 14 days from the date of submission of documents to the RBU.

In the process of reviewing documents, the RBU may have comments on the documents. In this case, in the process of registering a report on the results of an additional issue of securities, a verification of the accuracy of the information contained in the submitted documents may be scheduled, or the state registration of a report on the results of an additional issue of securities may be suspended. The suspension period cannot exceed 30 days.

After registering the report on the results of the additional issue, the issuer must make appropriate changes to its constituent documents in terms of increasing the size of the company's authorized capital.

WARNING: Be sure to comply with the disclosure requirements for additional issuance of securities. For non-compliance with disclosure requirements, the fine today ranges from 700,000 to 1,000,000 rubles.

Our company will help you register an additional issue of securities. Registration services for an additional issue of securities include consulting at the stages of issue, preparation of a package of documents, submission of a package of documents to the registration authority and receipt of documents on registration of an additional issue of securities.

His securities. The issue of shares and their placement is carried out directly upon the establishment of the company (among its participants), as well as in the case of a decision to increase the authorized capital with the help of additional shares (or when converting other securities into them).

Such papers as shares confirm the right of holders to a share in the capital of the company, as well as all the rights that follow from this (management, receiving part of the profit, disposing of shares, etc.). They are perpetual documents that stop circulation only when their issuer leaves the market.

The issue of shares is a necessary measure that most companies resort to when they need additional funds for development. This is the best alternative to loans and searching for investors.

The issue of shares is an issue carried out in a manner strictly regulated by law. Regulation of the procedure at the state level is carried out in order to protect investors from possible dishonesty of issuers.

It is possible to carry out several issues of shares: ordinary and preferred (with a nominal value of not more than 25% of the authorized capital).

An additional issue of shares is accompanied by amendments to the Articles of Association. Its main stages are: making a decision on the production of certificates (with a documentary form of issue), direct placement of securities and further registration of a report on the results of their issue.

If the number of shareholders is more than 500 (or the total value of shares is more than 50 thousand minimum wages), then it will be necessary to register an emission prospectus (in this case, the issue is considered public).

An additional issue of shares is a complex and strictly regulated procedure that requires extremely transparent reporting and openness of information about the issuer.

When registering an issue, the obligations of the issuer are stipulated (in writing), and the entire issue is assigned a state number. In case of a public issue, the company is obliged to provide investors with free access to the information they need. At the same time, the company must publish reports on activities (quarterly reports of the issuer with data on financial condition). The placement of shares can begin only after the end of registration.

The decision on additional issue is made by absolutely all participants of the enterprise at the general meeting of shareholders.

The scope of rights granted to the owner of a share depends on whether it is ordinary or preferred. directly proportional to the financial results of the company's work for the year. The company has the right to decide not to pay dividends, instead directing profits to the development of production.

The issue of shares contains risks, since the issuer may make a mistake in the calculations, as a result of which additional securities will not be placed (potential investors will not buy them), which will reduce the value of already quoted shares.

Trading on the stock exchanges, based on its specific, namely, from earning funds, provides opportunities not only for private investors and investment companies, but also, perhaps even in the first place, for enterprises.

Enterprises can sell their securities in order to increase their own working capital. This capital can be distributed according to any of the tasks set for the company.

Such a task can be both the purchase of new equipment for production, and the creation of a branch network, expansion of the existing one, repair of the material, technical and infrastructural base. It also includes marketing tasks and human resource management.

To fulfill all the goals set, the money that was received as a result of the sale of shares and bonds is used. It is worth immediately distinguishing between these types of documentation.

Types of papers

A share is a type of security that gives its owner the right to a part of the company's authorized capital. This part is determined by the proportional number of papers on hand.

Each ticket represents a property right to a small part of the firm. Accordingly, the more such receipts at the disposal of one person, the greater part of the company he owns.

The very fact of ownership brings him income based on the calculation of dividends. Dividends are paid on both common and preferred shares. The difference between them is the price of one unit, as well as dividends and votes. For ordinary dividends, they are paid only on the basis of a successful reporting period, while privileges always receive money. The former can vote at the shareholders' meeting, the latter cannot. It is the meeting of shareholders that decides on the payment of dividends based on the financial statements for the past period.

Bonds have a different mechanism. Here, the investor contributes funds to the firm's debt, and the firm undertakes to repay this amount at the expiration of the established period, adding to it the interest for the period. Both stocks and bonds can be resold on the secondary market.

Share issue

An issuer is a company that issues its own securities. It can be both an international corporation and a local plant of a regional scale. The main requirement is the formation of an organizational structure. The issue can be made only by a joint-stock company - OJSC or CJSC.

Issuance is the process of issuing assets. The issue can be made both on the stock exchange and on the over-the-counter market. Outside the exchange, those securities are traded that could not collect a sufficient volume and confirm the reliability according to the requirements of the exchange.

The emission process takes place in several stages. In the first step, the incumbent management decides that it should issue assets. Then the enterprise is restructured into a new legal entity - a joint-stock company. Passing audits and other checks. Then the listing procedure begins - verification and calculation of issued shares. And only after that the company enters the stock exchange, having paid the state duty for registration with the authorities.

Issuance tax

Any enterprise issuing its securities must register them with state bodies. Here, they will also be charged the state registration of securities.

The state duty for registration is paid in accordance with paragraph 53 of paragraph 1 of Article 333.33 of the Tax Code of the Russian Federation. As of 2016, the full list of activities for which amounts should be withdrawn is as follows:

For the fact of registration of one act of issuing emissive securities placed by subscription - 0.2 percent of the nominal amount of the issue (additional issue), but not more than 200,000 rubles;
Upon the fact of production of issuance securities placed by other means, except for subscription - 20,000 rubles;
For the state registration of a report on the results of the production of shares and bonds, except for the case of registration of such a report simultaneously with the state registration of an issue (additional issue) of emissive securities - 20,000 rubles;
For drawing up a prospectus for securities (in the event that the state register of the withdrawal (additional withdrawal) of emissive securities was not accompanied by the execution of their prospectus) - 20,000 rubles;
For the state activation of registration of Russian depository receipts, registration of issuer options - 200,000 rubles;
Registration of the prospectus of Russian depositary receipts, issuer's options (if the state registration of the issue of Russian depositary receipts, placement of the issuer's options was not accompanied by the registration of their prospectus) - 20,000 rubles;
On the facts of the legality of changes made to the decision on the placement of issue-grade securities and (or) to their prospectus - 20,000 rubles.

Analysis of own activities

Having carried out the initial placement and having sold its own assets, the enterprise proceeds to the analysis of the operations performed. In general, there is one main criterion for the success of an exit. This is the extent to which the predicted expectations coincided with the actual trading reality.

The capital received as a result of entering the market can be immediately used to fulfill the assigned tasks for the expansion of work or marketing research.

In case of inconsistency with forecasts and insufficient financing, as well as for further expansion, the company is able to conduct a new, additional act of bringing its shares to the stock market.

This is carried out in a certain sequence, and this happens due to the division of existing capital, or by the fact of redemption from the holders of the previous circulation of the Central Bank.

Securities production process

The first stage is the above-described decision to issue. The first act is made by the founders, the second one is by voting of shareholders, or by the adoption of the issue by the board of directors.

The Board of Directors also issues a relevant document, a resolution, in which an audit of the current regulation is carried out, and the motives for such an action are given.

Release decision - a document containing information that has grounds for establishing a specific scope of rights secured by a certain certification. Legislatively, the published decision on the additional issue of emission certificates must comply with the following points:

Full name of the issuer, its location and postal address;
Date of decision on placement;
The name of the issuer's management body that made the decision on placement;
Date of approval of the decision on production;
Kind, category (type) of securities;
The rights of the owner, secured by the documentation;
Conditions for entering the market;
The number of certificates in this circulation;
Indication of the type of securities: registered or bearer;
The nominal value of the goods;
In the documentary form, a description or a sample certificate is attached;
Possible other information.

Release registration

Upon approval of the document on the launch of a new batch of assets, the company proceeds to state registration. The fee paid for these actions is indicated in one of the previous sections.

The registering body is obliged to carry out state registration or make a reasoned decision to refuse state registration of the issue within 30 days from the date of receipt of the documents submitted for registration. An individual state registration number is assigned - a digital (alphabetic, symbolic) code that identifies a specific circulation of a certain batch of documentation.

The registering authority is only responsible for the completeness of the information contained in the documents submitted for state entry into the register of assets. The issuer is responsible for the accuracy of the information.

The grounds for denial of state registration and registration of the prospectus are: violation by the issuer of the law, non-compliance with the requirements of the law; the introduction of false or unreliable information into the prospectus of the Central Bank or the decision to issue the Central Bank.

Reasons for rejection

The Bank of Russia formed a list of reasons for refusal. Here are the most common mistakes made by issuers, on the basis of which they are denied entry into the register of securities issued by them.

An incomplete set of documents for the state introduction of the production of the Central Bank and a report on the results of the withdrawal of the Central Bank, placed during the establishment of a joint-stock company created on the basis of the debtor's property, has been submitted.
The report on the results of the placement of shares was approved before the decision on the placement of shares.
The decision on the issue contains information on the rights of the owners of withdrawal shares, which is not provided for by the “Issue Standards”.
It does not follow from the presented documents that the issuer is the owner of the immovable property contributed as payment for the company's charter capital.