LawState and Law

Registration of issue of shares, types of securities

A share is a security. It fixes the right of the owner to receive a partial profit of a particular joint-stock company as dividends, allows to participate in the management of an AO, to claim part of the property upon liquidation of an organization.

During the creation of the joint-stock company, the shares are distributed among its founders (shareholders).

Registration of the issue of shares is made by the Federal Service for the Regulation of Financial Markets. The joint-stock company should apply for registration no later than thirty days after the registration of the joint stock company itself.

Many believe that registration of the issue of shares is not mandatory and this applies only to ZAO. But this is not so. According to the legislation, registration of securities (securities) is mandatory.

Legal entities and individuals have a legal right to issue emissions. At the same time, the issue of securities must be registered .

A new issue of the Central Bank is being made to raise additional funds. The proceeds are made on loan terms, while the authorized capital of the issuer increases. The procedure is carried out according to the rules, which are determined by the legislation of the Russian Federation. This action can also take place with shares.

Regardless of the form of issuance of shares (documentary and uncertificated), they are issued by the Central Bank and registration of the securities issue is mandatory.

Legislation obliges to register them by all types of joint-stock companies irrespective of the size of the authorized capital, the type of formation and the number of founders.

Registration of shares includes:

  • Collection of documentation, which is necessary for registration of the issue of shares;

  • Filing and obtaining the necessary documents in the RFFF.

At registration you have to pay a state fee. This amount will depend on the very method of placement of the Central Bank. Terms of registration of the issue are from 45 days and more. It is worth noting that the registration for AO of any type will take much longer and the cost will be much higher. In this case, the main difficulty is the division of the total authorized capital by the number of securities, each of which has its own value.

Registration of the issue of shares can be divided into several stages.

The first stage is most important. It requires in-depth market research, determining the size of the new issue, and also choose the way to place the securities and print the forms themselves.

At the second stage, the CB itself transfers to the holder from the issuer. This will be the placement process, which has several ways:

1. When placed in a specific circle of customers (which is determined in advance), the sale takes place without a contract of sale. The distribution of shares may occur when an AO is established or among existing shareholders (bonus emission).

2. When announcing a public subscription to securities (a closed and open form is possible).

3. The process of conversion. In it, one type of securities is subject to exchange for another, the conditions are stipulated in advance.

Placement can occur in all three ways. Registration of the issue of shares is mandatory.

Securities are issued by registered and bearer, in documentary and non-documentary form. Their placement with the holders for the first time forms the primary market of the Central Bank. The following sales form the secondary securities market.

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