Joint stock company and share capital. Share capital. How the authorized capital is formed

Share capital - fixed capital of a joint-stock company, which is formed by issuing shares. It is the authorized capital, since its size is determined by the charter of the company company.

1.1 Formation of share capital

The share capital of a joint-stock company is the amount of contributions of participants allocated to ensure the statutory activities of the company. The size of the share capital is determined by the constituent documents in accordance with the law. From an economic point of view, share capital is property, i.e. economic resources of the enterprise at the time of its creation. The share of the participant in the share capital of the company is calculated by the formula:

Di=Cni: Ck x100%,

Di– share in the share capital of the i-th participant of the company

cni- the nominal value of the share of the participant in the share capital of the company

ck– cost of share capital (registered by the company).

The actual value of the share of a member of the company corresponds to a part of the value of the net assets of the company, in proportion to its share.

As a contribution to the share capital, property can be made, both in cash and in kind, as well as property or other rights having a monetary value. The contribution of non-monetary contributions by participants to the share capital of the company requires an assessment of their value by independent experts.

In accordance with the law, the size of the share capital of a CJSC must be at least 100 times the minimum wage established by the Federal Law on the date of submission of documents for state registration of the company, and an OJSC - at least 1,000 minimum wages.

1.2. Share capital increase

In the course of the company's activities, it may be necessary to increase the share capital. This is possible if two basic conditions are met:

1. Its amount must be fully paid.

2. The net asset value must not be less than the registered share capital.

In accordance with Art. 17 of the Law of the Russian Federation No. 14-FZ, the share capital of a company can be increased:

at the expense of additional contributions of participants and third parties accepted into the company.

In accordance with Art. 52 of the Civil Code of the Russian Federation, changes made to the constituent documents of a company become effective for third parties from the moment of their state registration. This means that the founders can make a contribution before the changes are registered, but for any other person, these amounts are not paid as a contribution to the share capital until the moment state registration charter. In this regard, a situation may arise when a contribution to the share capital can be considered as a gratuitous receipt of funds from legal or individuals if it is not registered in the prescribed manner. This entails the obligation to pay income tax, because. these funds should be included in income from non-sales operations.

increase in authorized capital at the expense of property.

It is carried out by decision of the general meeting of participants, adopted by a majority of at least 2/3 of the votes of their total number, unless the need for a larger number of votes for such a decision is provided for by the charter. The decision to increase the share capital of the company at the expense of property can be made only on the basis of the accounting data. the company's statements for the year preceding the year during which such a decision was made. In this regard, the provisions of Art. 18 of the Law of the Russian Federation No. 14-FZ in terms of the fact that the amount by which the share capital of a company is increased at the expense of its property should not exceed the difference between the value of net assets and the amount of authorized and reserve capital. Deferred income is not taken into account in the calculation of net assets.

In this case, the sources of replenishment of equity capital are additional capital (funds received from the revaluation of property, share premium, gratuitously received values), retained earnings, accumulation funds, reserve capital. If the revaluation is carried out for those objects that are contributed as a contribution to the share capital of the JSC, then the cost of the costs or the amount of the contribution of the participant is determined, as if he had made a contribution at market prices at the time of the revaluation.

The results of the revaluation of objects are documented by the act of the expert conducting the revaluation and the statement of revaluation of fixed assets.

SHARE CAPITAL

SHARE CAPITAL

(share capital, equity capital) 1. That part of the capital (capital) of the company, which is mobilized as a result of the issue of shares (shares). All companies must start functioning with some share capital (represented by at least two shares). Authorized share capital, registered capital or nominal capital of a company is the maximum amount for which a company has the right to issue shares in accordance with its charter. Issued share capital, or subscribed share capital, is the part of the authorized capital subscribed to by future shareholders. If the bids covered the entire value of the shares at par value (par value), we are talking about fully paid share capital (fully paid share capital). If shareholders have subscribed only to a part of the issued share capital, such capital is called demanded (called-up capital). In some cases, capital subscriptions are made by application, by way of distribution or with gradual payment of shares. Shares are considered fully paid only after the last installment has been paid. See also: reserve capital. 2. Part of the share capital of the company owned by the holders ordinary shares, although in some cases, such as under pre-emption rights, shares held by other classes of owners may be included in the share capital, as a result of which they become entitled to a share in the company's profits and any additional assets when its elimination. See also: shares of type A (A shares).

Finance. Dictionary. 2nd ed. - M.: "INFRA-M", Publishing house "Ves Mir". Brian Butler, Brian Johnson, Graham Sidwell et al. Osadchaya I.M.. 2000 .

SHARE CAPITAL

SHAREHOLDER CAPITAL - the fixed capital of a joint-stock company formed by issuing shares. There are: fixed capital, the amount of which is recorded in the Charter; subscription - mobilized by subscription; paid - made at the time of subscription. It is possible to issue constituent shares for an amount significantly exceeding the real value of the company's assets. The excess constitutes the founder's profit, which forms the additional capital of the firm.

Glossary of financial terms.

Share capital

Share capital - the capital of a joint-stock company formed by issuing shares and bonds. Share capital is the property of a joint stock company.
Share capital = authorized capital + any capital received from retained earnings of past periods, sales of shares above par value, etc.

In English: Shareholders\" equity

Synonyms: Equity, Net worth of the company

English synonyms: Capital stock, Equity capital

Finam Financial Dictionary.

Share capital

Finam Financial Dictionary.

Share capital

That portion of a company's capital that is raised by issuing shares. The authorized capital of a company is the maximum amount for which a company has the right to issue shares in accordance with its charter.

The share capital of a joint-stock company, the amount of which is determined by its charter. It is formed at the expense of borrowed funds and the issue (issue) of shares, through the issue and sale of shares.

Terminological dictionary of banking and financial terms. 2011 .

See what "SHARE CAPITAL" is in other dictionaries:

share capital- Equity capital of a joint-stock company, formed by issuing shares, equal to the sum of the nominal values ​​of the shares. [JSC RAO "UES of Russia" STO 17330282.27.010.001 2008] share capital Share capital of a joint stock company … Technical Translator's Handbook

Share capital- (Stockholders' equity, shareholders' equity, Capital stock, Share (stock) capital) - the equity capital of a joint-stock company formed by issuing shares, total assets minus the company's liabilities at the moment, ... ... Economic and Mathematical Dictionary

- (equity capital) The part of the share capital of the company owned by the holders of ordinary shares, although in some cases, such as the pre-emption rights, shares may be included in the share capital, ... ... Glossary of business terms

SHARE CAPITAL- fixed capital of a joint-stock company, which is formed by issuing shares. It is the authorized capital, since its size is determined by the charter of the company. A.k. also called nominal and authorized capital. A.k. this is property... Legal Encyclopedia

Share capital- (English capital of joint stock company) the fixed capital of a joint-stock company, formed by issuing shares. There are: fixed capital, the amount of which is fixed in the charter of the joint-stock company (authorized capital); signed, i.e. ... ... Encyclopedia of Law

Share capital is the own capital (ownership equity, net worth) of a joint-stock company. It is equal to its total assets (English assets) minus total liabilities (English liabilities) ... Wikipedia

The fixed capital of a joint-stock company, which is formed by issuing shares. It is the authorized capital, since its size is determined by the charter of the company. A.k. also called nominal and authorized capital ... Law Dictionary

The share capital of a joint-stock company, the amount of which is determined by its charter. It is formed by issuing shares ... Big Encyclopedic Dictionary

The fixed monetary capital of a joint-stock company, formed by issuing and selling shares. Raizberg B.A., Lozovsky L.Sh., Starodubtseva E.B. Modern economic dictionary. 2nd ed., rev. M .: INFRA M. 479 s .. 1999 ... Economic dictionary

SHARE CAPITAL- (English joint stock (capital)) - the fixed capital of a joint-stock company, formed by issuing shares. Distinguish: fixed capital, the size of which is written in the charter of the joint stock. about va; subscription - mobilized by subscription; paid - paid in ... ... Financial and Credit Encyclopedic Dictionary

Books

• The main book of the business founder, Wasserman N.. Team building is the most milestone when starting a new business. In most cases, it is “problems between people” that lead startups to a crisis, and sometimes to a crash. Noam's book...
• The real cost of capital. A Practical Guide to Financial Decision Making, Ogier Tim. Should a company use its own cost of capital when evaluating a new investment and acquisition? What cost of capital should a company base on when evaluating...

The share capital represents the net worth of the company, in other words, what will be left if all of its debts are paid off. The remainder gives us an idea of ​​the proportion of the company that is owned by shareholders, the system of financing through common and preferred shares, and other aspects.

Share capital may come from funds directly invested in the business by investors, or from income earned by the company and reinvested in the business (also known as "retained earnings").

Shareholder equity is also referred to as "shareholder equity", "shareholder equity" or "net worth" of a company.

Share capital - the capital of a joint-stock company, formed by combining many individual capitals and attracting cash savings from small investors through the sale of shares and bonds. The share capital is formally an impersonal capital, since it is the property of the joint-stock company as a whole, and not of its individual members. In fact, the largest financial magnates manage it through a controlling stake.

Equity capital, on the one hand, acts in the form of real productive capital (tools and objects of labor, industrial buildings, etc.) functioning in production.

On the other hand, it finds its reflected existence in the securities of a joint-stock company - shares and bonds, which are a special "property title" and thus act as paper duplicates of real capital. Shares, bonds and other securities that bring income to their owners form fictitious capital. Shares and bonds circulate independently of the movement of the real capital of enterprises.

The amount of capital represented by securities is usually much larger than the actual capital invested in joint-stock companies. This is explained both by the fact that during the period of the rise of capitalist production the price of shares is much higher than their nominal value due to large dividends, and by the downward trend in the average rate of loan interest.

Authorized capital is fixed in the charter of a legal entity, and its minimum amount and the procedure for formation of the authorized capital of a joint-stock company, as well as the procedure for its increase are determined by the legislative acts of the Republic of Kazakhstan.

Economic understanding of the authorized capital. The authorized capital is formed, or it is the formed capital. It does not represent capital that directly functions in production, trade, etc. This capital is not capital spent on the acquisition of material means of production, wages, etc.

Authorized capital - the capital of a legal entity, formed at the expense of its participants, called "contributions".

Authorized capital of the joint-stock company. Such capital is not just an authorized capital fixed in the company's charter and formed from the contributions of its members. It is also necessarily divided into a certain number of shares that exist independently of it. In the legal wording, a joint-stock company is called "a business company whose authorized capital is divided into shares." However, in economic society the authorized capital is formed at the expense of contributions from its participants, and in a joint-stock company the same capital is divided into shares. It turns out that in the same case, capital is simultaneously combined from parts (contributions) and divided into parts.

Therefore, we can give the following definition: the authorized capital of a joint-stock company is the capital of a legal entity, which is formed from the contributions of its participants by exchanging these contributions for shares.

quantitation authorized capital of the joint-stock company.

The essence of the division of the authorized capital into shares is that:

The contribution (contribution) of a participant takes the form of a share in a joint-stock company; a share is a form of existence of a contribution to the authorized capital, but not this contribution itself;
the number of deposits is equal to the number of shares, but the value of deposits and shares cannot match (the form cannot match its content);
The action is the only evidence of participation in authorized capital, and through it in the organization itself - in a joint-stock company (the rules for accounting for shares are established by law).

The minimum size of the authorized capital of the company is 50,000 - a multiple of the monthly calculation index established by the law on the budget for the corresponding financial year.

The authorized capital of the company is formed by paying shares by the founders at their nominal value and selling shares to investors at the placement price established in accordance with the requirements of this Law.

The amount of the authorized capital paid by the founders must be at least the minimum amount of the authorized capital of the company and fully paid by the founders within thirty days from the date of state registration of the company as a legal entity.

An increase in the announced charter capital of a joint-stock company is allowed only after the placement and payment of all shares announced for issue by decision of the general meeting of shareholders.

Decreasing the declared authorized capital of a joint-stock company is possible by the amount of the difference between the declared and issued (paid) capital. Reducing the declared authorized capital below the minimum amount is not allowed. The decision to reduce the announced authorized capital of a joint stock company is also taken by decision of the general meeting of shareholders. Reduction of the declared authorized capital is allowed not earlier than 30 days after notification of all creditors of the joint-stock company by publishing an announcement about this in a printed publication and (or) sending them a written notice. Creditors have the right in this case to demand early termination or performance of the relevant obligations and compensation for their losses. The issued (paid up) authorized capital of the company may be changed by issuing new shares or repurchasing and subsequently canceling the issued shares. At the same time, the total nominal value of the issued shares must not be lower than the minimum amounts established for the issued (paid) authorized capital of the corresponding type of joint stock company. If at the end of the second and any subsequent financial year the value of the net assets of the joint-stock company is less than the amount of the issued (paid) authorized capital, the company is obliged to take a decision to reduce it.

Procedure for payment of the authorized capital of a joint-stock company. In order to pay before the creation of a joint-stock company of its authorized capital by depositing money, the founders may appoint a person in the memorandum of association, who must open a bank account in his name to transfer appropriate funds to this account. The decision to appoint a founder authorized to open and close a bank account is also recorded in the minutes of the founding meeting. Chosen by the founders of the joint-stock company commercial Bank opens a temporary savings account on the basis of a bank deposit agreement (conditional deposit), according to which operations are performed on a temporary savings account related to the formation of the authorized capital of a newly created legal entity and payment for bank services provided by it under a bank deposit agreement.

To open a temporary savings account, the appointed founder must submit to the bank:

1) an application for opening a temporary savings account;
2) document with sample signature;
3) a copy of the protocol of the founders of the legal entity being created on the appointment of an individual authorized to open and close a temporary savings account.

After the creation of a joint-stock company and the opening of its own bank account, the founder, in whose name a temporary savings account is opened, is obliged to transfer money from this account to the account of the joint-stock company within five working days. If the charter of the company provides for the contribution by its founders to the account of contributions to the authorized capital not of money, but of other property, the founders of the company may indicate in the memorandum of association one of the founders or a third party to whom the relevant property should be transferred in trust management for the period before and after the creation of society.

As a contribution to the authorized capital of the company, it is allowed to make property that can be used only after some time.

By decision of the general meeting, such a contribution may be recognized as made to the authorized capital from the date of receipt from the participant of the company of a notarized debt obligation, which indicates the nature of the contribution, its monetary value and the actual terms of payment, which should not exceed three years.

Share capital increase

The following methods of increasing share capital are known:

1) issue of new shares;
2) issue premium;
3) distribution of free shares;
4) conversion of securities.

1. Issue of new shares (preemptive rights). The shareholder has the right to retain his share in the ownership of the enterprise, which is determined in proportion to the number of his shares. During the next issue, shareholders may be granted the right of pre-emption to acquire new shares at a reduced price, which is valid only during the subscription period. Shareholders may purchase shares or transfer the right of first refusal to other persons (existing or potential investors).

The cost of a subscription right is calculated using the following formula:

Subscription right price = (price of old shares - issue price) / number of rights required to buy one share + 1

EXAMPLE. Company A shares are quoted at $52. To subscribe for one share at $40, you must have three old shares.

The cost of the right to subscribe for one share will be:

($52 - $40): 3 + 1 = $5

In connection with the issue of new shares, the enterprise incurs certain costs, including:

Expenses for the production of forms of share certificates;
- advertising expenses;
- commissions to intermediaries, etc.

Method for calculating the cost of new share capital. The costs associated with the issue of new shares reduce the profit remaining at the disposal of the enterprise, part of which, as you know, is distributed in the form of dividends among shareholders. Obviously, a decrease in profits can lead to a decrease in dividends. It is possible to cover issuance costs by increasing the profitability of new investments, for the implementation of which cash.

The value of new shares is calculated by the formula:

Value of new shares = dividends in the future period / profit (1 - issuance costs) + increase in dividends (in %)

2. Issue premium is the difference between the issue price (selling price) and the par value of a share. An increase in the sale price of shares compared to the nominal value leads to an increase in the liquidity of the enterprise. Additional funds are invested in the activities of the enterprise.

The share issue price is set on the recommendation of banks:

1) higher than the par value of shares;
2) below the rate of old shares. The ratio of the price of a new issue and the price of old shares is influenced by various factors, including the volume of the issue, the average market yield, etc.
3. The distribution of free shares is carried out at the expense of reserves in equity capital. The item "reserves" is reduced, and the item "share capital" is increased by the amount of shares distributed free of charge. A shareholder may assign (sell) his right to acquire free shares to another person.

The cost of such a transaction is determined by the following formula:

The cost of the right to purchase free shares = share price before free acquisition - (price of share before free acquisition number of old shares) / (number of old shares + number of new shares)

4. Debt conversion. If the company is not able to timely and fully repay its obligations to suppliers, creditors, owners of bonds or preferred shares, then by mutual agreement of the parties or without the approval of the investor, the debt can be converted into ordinary shares. The conversion of debt into common shares means the transformation of debt capital into equity without external operations(in contrast to the exchange, in which the securities of this enterprise can be exchanged for the securities of another). The resulting decrease in the share of borrowed capital and an increase in the share of equity means a weakening of the company's dependence on external sources financing, which favorably affects its financial position.

Conversions that require the consent of the investor (or lender) are called voluntary (Voluntari), and those that do not require the consent of the investor (or lender) are called forced (Involuntari).

The most common types of convertible debt are convertible securities (bonds and preferred shares). The terms of circulation of convertible securities, as a rule, imply the possibility of their redemption (in relation to bonds, as term securities, early redemption). The decision on early redemption of convertible bonds is made if they market price reaches a certain level (strike price). The decision to withdraw convertible preferred shares is taken if their price of common shares rises to such a level that the value of equity in common shares is lower than or equal to the value of equity in preferred shares.

In the terms of circulation of preferred shares, a reservation is made:

1) either about the redemption price (usually higher than the face value);
2) either on the proportions of the exchange of preferred shares for common ones.

In convertible securities before their conversion is calculated in the usual way in accordance with their type, after conversion - in accordance with the new type.

The cost of equity capital of convertible preferred shares is calculated as follows:

1) before conversion - according to the formula for preferred shares;
2) after conversion - according to the formula for ordinary shares.

The cost of borrowed capital in convertible bonds is calculated as follows:

1) before conversion - according to the formula for bonds;
2) after conversion - according to the formula for ordinary shares.

Authorized capital of the joint-stock company

The authorized capital (UK) of a joint-stock company (JSC) is the minimum material condition for starting a business. The legal significance of the Criminal Code is that its size determines the limits of the company's minimum property liability for its obligations. You should not identify the UK with all the property of the organization, the value of which may, or rather, should, differ from the size of its UK.

The authorized capital of a JSC is a constant value that does not change depending on the growth of the company's assets. In a joint-stock company, the MC is made up of the nominal value of the shares, since their actual value varies depending on the profitability of the joint-stock company.

In accordance with the law, a joint-stock company, upon its establishment, is obliged to undergo the procedure for state registration of its shares, the purchasers of which, in turn, are the shareholders (founders) of this company. More details about the process of registration of shares of a joint-stock company can be found in the article “Registration of shares of a joint-stock company”.

Minimum authorized capital of joint-stock companies

Article 26 of the Federal Law on Joint Stock Companies establishes the following minimum amount for joint stock companies:

For an open joint stock company - at least 1,000 times the minimum wage;
- for a closed joint stock company - at least 100 times the minimum wage.

Payment for shares of a joint-stock company

In accordance with Article 34 of the Law on Joint Stock Companies, payment for shares distributed among the founders of a joint stock company upon its establishment may be made in money, securities, property or property rights.

Monetary valuation of property contributed as payment for shares during the establishment of a company is made by agreement between the founders. When paying for shares in non-monetary funds, to determine the market value of such property, the independent appraiser unless otherwise provided by federal law.

According to Article 77 of the Law on Joint Stock Companies, in cases where the price (monetary value) of property, as well as the placement price or the price of repurchase of the issue-grade securities of the company are determined by the decision of the board of directors (supervisory board) of the company, they must be determined on the basis of their market value.

The involvement of an independent appraiser to determine the market value is mandatory for determining the price of the company's repurchase from shareholders of their shares.

The company's shares distributed during its establishment must be fully paid up within a year from the date of state registration of the company, unless a shorter period is provided for by the company's founding agreement.

At least 50 percent of the company's shares distributed during its establishment must be paid for within three months from the date of state registration of the company.

A share owned by the founder of the company does not grant the right to vote until the moment of its full payment, unless otherwise provided by the charter of the company.

Shares in the authorized capital of a joint-stock company

If a joint-stock company is created by several founders (more than 1 founder), then the authorized capital is contributed by all the founders of the joint-stock company. The size of the share in the authorized capital is determined in proportion to the monetary equivalent contributed to the authorized capital of the joint-stock company.

After the state registration of the issue of shares, the shares become the property of the founders of the company in accordance with the size of the share in the authorized capital.

According to Article 3.2.2. "Standards for the Issue of Securities and Registration of Prospectuses of Securities" documents for the state registration of the issue of shares, when establishing a JSC, must be submitted to the registering authority (Federal Financial Markets Service - FFMS) within one month from the date of state registration of the JSC.

When a joint-stock company is established, the placement of emissive securities is carried out before the state registration of their issue, and the state registration of the report on the results of the issue is carried out simultaneously with the state registration of the issue of shares.

For convenience, here is the generally accepted terminology:

Issuer - an organization that issued shares (securities).

Issue of shares (securities) - a set of all shares of one issuer that provide the same amount of rights to shareholders and have the same nominal value.

The issue of shares is assigned a single state registration number, which applies to all shares of this issue.

Issue of shares (securities) - the sequence of actions of the issuer for the placement of shares.

Placement of shares (securities) - the stage of issuing shares, at which transactions are made aimed at alienating shares to their first owners, in other words, the stage of acquisition by the shareholders (founders) of the company of shares in exchange for contributions made to the management company.

Share capital of a joint-stock company

The equity capital of a joint-stock company is divided into shares. The nominal amount of shares must correspond to the value of the share capital. From an economic point of view, a share is a security in which a certain part of the company's property is expressed. Shares can be ordinary and preferred, registered and bearer. Shares that are sold and bought on the stock exchanges are published in the exchange quotation with an indication of the exchange price.

Investments in the fixed capital of joint-stock companies significantly prevail over the investment of enterprises of state and municipal forms of ownership in such types of economic activity as food industry- 50.3 times, metallurgy and metal processing - 46.3 times, communications - 37.4 times, trade - 29.8 times, construction - 15 times, pulp and paper industry - 12.4 times, Agriculture- 9.1 times, production of wood and wood products - 2 times.

Share capital - the fixed capital of a joint-stock company, formed by issuing shares. There are: fixed capital, the amount of which is written in the Charter; subscription - mobilized by subscription; paid - made at the time of subscription. It is possible to issue constituent shares for an amount significantly exceeding the real value of the company's assets. The excess constitutes the founder's profit, which forms additional capital of the company.

Share capital - the fixed capital of a joint stock company, the amount of which is regulated by the Charter.

Share capital - the fixed capital of a joint-stock company, the amount of which is determined by its charter. It is formed at the expense of borrowed funds and the issue (issue) of shares. Share - a security issued by a joint-stock company, giving the right to its owner.

Share capital - the fixed capital of a joint-stock company, which is formed by issuing shares. It is the authorized capital, since its size is determined by the charter of the company company.

Share capital - the fixed capital of a joint-stock company, which is formed by issuing shares. It is the authorized capital, since its size is determined by the charter of the company.

Authorized capital - the minimum amount of the share capital of a joint-stock company, established in the founding agreement. The authorized capital is the main source of own funds, from which the main and working capital.

In Germany, out of 18 billion marks of the total amount of fixed capital of joint-stock companies, up to 2/2 billion belongs to the Chemical and Steel trusts. The steel trust, which owns 2/3 of steel production, is in command of absolutely everything and determines the main lines of the political life of the country.

Dividend capitalized:

1) a dividend directed by the decision of the shareholders to increase the equity capital of the joint-stock company;
2) the price of shares, which is such an amount of money capital that, when loaned, yields an income equal to the dividend received on shares.

The boundary between actual repair and replacement, between maintenance costs and costs associated with replacement, is more or less conventional. Hence the eternal dispute, for example, on railway transport whether known costs are repair or replacement costs, whether they should be covered from current expenses or from the equity capital of the joint-stock company. The charge of repairs to the capital account instead of the income account is a well-known means by which the boards of railway companies artificially inflate their dividends.

The boundary between actual repair and replacement, between maintenance costs and costs associated with replacement, is more or less conventional. Hence the eternal dispute, for example, in railway transport, whether known costs are repair or replacement costs, whether they should be covered from current expenses or from the fixed capital of a joint-stock company.

The boundary between actual repair and compensation, between the costs of preservation and the costs of renewal is more or less conditional. Hence the eternal dispute, for example, in railway transport, whether certain costs are repair costs or reimbursement costs, whether they should be covered from current expenses or from the fixed capital of a joint-stock company. The charge of repairs to the capital account instead of the income account is a well-known means by which the boards of railway companies artificially inflate their dividends.

Equity share

The shareholder's share in the capital of the company is the amount of money that the shareholder contributed to the total capital of an open or closed joint stock company. The share is strictly proportional to the number of shares held by the shareholder, if the company did not issue additional securities. In the event of a re-issue, equity ratios are subject to recalculation.

The value of the share of invested capital for the shareholder and the enterprise

The ability to calculate the share of capital invested in a joint-stock company is very important, since large investments can lead to additional legal consequences. It is very important to be able to evaluate the impact of the share of capital on the weight of the vote of the shareholder and the size of the dividend received.

In open or closed joint stock companies, economic decisions are made by the Board of Directors by a majority vote. The more capital the investor has invested in the enterprise, the more weight his voice will have. Consider a simple situation: twenty shareholders are in favor of paying dividends this year, and twenty are against paying dividends. Shareholders of the first twenty have a capital share of thirty percent, the second - seventy percent. Naturally, the decision will be made in favor of the second twenty - not to pay a dividend this year. That is, with an equal number of votes on the Board of Directors, the weight of each individual vote is different and is directly proportional to the share of capital invested in the company.

If an investor buys back more than half of the company's shares, he (most often) is appointed to the post General Director joint-stock company.

The second is the size of the dividend. It is also directly dependent on the invested share of capital. How more money was invested by the investor, the greater the fee he will receive. If one investor has a thirty percent share of the capital, and the second one has a seventy percent share, then the dividends will be distributed in the ratio of 70:30.

The possibility of investing in a joint-stock company not the full amount of capital, but some part of it - a share of capital - allows the investor to protect himself from possible financial collapse: if the company goes bankrupt, the shareholder will lose only part of the invested funds.

In the event of a re-issue of shares by the enterprise, the capital shares will change, therefore, the weight of the vote of each shareholder and the size of the dividend will change. The share of equity capital can be increased or decreased if there is an opportunity to buy or sell additional shares, it will also change when the purchase / sale rates of securities change.

Share capital of the bank

Bank capital - money capital attracted by the bank from various sources and used for banking operations. Bank capital forms the financial resources of the bank.

Bank capital (English capital of bank) - the amount of own funds of the bank, which is financial basis its activities and source of resources. K.b. is designed to maintain customer confidence in the bank and convince creditors of its financial stability. K.b. should be large enough to ensure borrowers' confidence that the bank is able to meet their loan needs even under unfavorable conditions of the country's economic development. This causes increased attention of supervisory state authorities. and international bodies to the size and structure of K. b. The capital adequacy ratio is classified as one of the most important in assessing the bank's reliability (see Rating of banks). The special meaning of K.b. defined by its functions.

The main protective function of K. b. is implemented by absorbing possible losses and ensures the protection of the interests of depositors. Operational function K.b. creates an adequate growth base for the bank's assets, i.e. opportunity to expand its activities. Therefore, banks with conservative activities K.b. may be less than that of banks, whose activities are characterized by increased risk.

Regulatory function K.b. associated solely with the special interest of society in the successful functioning of banks. Rules related to security normal functioning bank, include requirements for the minimum amount of authorized capital required to obtain a banking license; the maximum amount of risk per lender and borrower; restrictions on assets when buying assets of another bank.

In int. In practice, a unified methodology for calculating K.b., adopted in the city of Basel (Basel Accord), is used. The agreement on the international unification of capital calculation and capital standards establishes uniformity in determining the capital structure (Tier I and II capital, the ratio between them), the risk weighting scale for balance sheet assets, the system for recalculating off-balance sheet items and the standard for the minimum ratio of Tier I and II capital to assets and off-balance sheet operations weighted by risk.

In 1997, the Basel Committee adopted a new decision, in accordance with Krym K.b. should be calculated taking into account market risks. Tier III capital is allocated to cover market risks. Tier I capital (core, basic) includes: paid-in share capital (ordinary shares); perpetual non-cumulative privileges. stock; open reserves formed from net profit; income from the sale of ordinary shares in excess of their par value to the first holders; published retained earnings.

Tier II capital (additional) includes:

Hidden reserves (reserves created from net profit, the direction of which is not reflected in the balance sheet); revaluation reserves for certain assets; general reserves to cover credit risks;
hybrid instruments such as debt capital (eg perpetual debt instruments);
subordinated term debt.

The amount will complement, the capital should not be more than the main, basic capital, and subordinated debt should not exceed 50% of Tier I capital.

Tier 111 capital consists of short-term subordinated debt (at least 2 years) and should not exceed 250% of Tier I capital. In domestic practice, the calculation of K. b. as close as possible to international standards. In accordance with the action, in the Russian Federation, the regulatory provisions in the composition of K.b. Level I, used in the calculation of mandatory economic standards, include: authorized, reserve funds and share premium; the value of property received free of charge; accumulation funds; retained earnings confirmed by auditors.

Level I capital is reduced by the amount of assumed losses, repurchased properties. shares, the residual value of intangible assets Tier II capital (additional) includes preference shares not included in C. b. Level I, revaluation of fixed assets; reserves for group I loans; profit of the current year; authorized capital (share capital of non-joint stock banks); subordinated loan. This capital should not exceed the fixed capital (surplus is not taken into account). The amount received is reduced by the amount of under-created reserves, receivables, etc. costs. The bank's assets are calculated taking into account: credit risk; the risk of transactions recorded on off-balance accounts; risk of futures transactions and market risks (for banks with an investment portfolio twice as large as their own capital).

In banking practice, there are: statutory; joint-stock; share; spare; declared; paid up capital.

Authorized capital (hereinafter U. c.) - organizational and legal form of capital, the amount of which is determined founding agreement on the establishment of a bank and is fixed in its charter. It includes the nominal value of issued shares and contributed shares and is formed by issuing shares when a joint-stock bank is created and contributions by participants in a non-joint-stock bank. If the acquired amount of shares or shares of one participant or participants of the bank related by common interests is more than 20 ° C.C. the consent of the Central Bank of the Russian Federation is required.

W.C. not limited by law. The predominant form is share capital. W.C. joint-stock banks consists of ordinary and privileged. (their nominal value should not exceed 25% of the Bank's F.C.) shares, F.C. non-joint stock banks consists of shares contributed by the bank's participants in accordance with the constituent documents. European Economic Community on Dec. 1989 set the minimum value of U.K. for commercial banks: 5 million ECU (since 1999 - euro). The Central Bank of the Russian Federation for newly created commercial banks establishes requirements for the minimum amount of cash equivalent to these standards. W.C. is reflected in the liabilities side of the balance sheet and is formed by cash contributions to the national. currency of the Russian Federation and tangible assets (buildings and equipment necessary for the activities of the bank, land for the construction of the building). Regulations The Central Bank of the Russian Federation stipulates that the share of tangible assets in U.K. for newly created banks should not exceed 20% in the first 2 years of their activity (in the future, no more than 10%).

W.C. - a component of the bank's own capital. To increase U.K. operating banks can use their own funds (reserve fund; increase in value from the revaluation of fixed assets; share premium; funds from accumulation and special funds; unused profits of previous years). According to the decision of the bank participants to increase U.K. accrued but not paid dividends based on the results of work for the previous year can be directed. To designate U.K. the terms are also used: “main”, “permitted”, “registered”, “subscription”, “nominal”.

Share capital (hereinafter А.к.) - the capital of a bank established in the form of a joint-stock company. It is formed by selling shares of the issuing bank. A.k. consists of ordinary and privileged. shares. When shares are sold at a price higher than their nominal value, the joint-stock bank receives share premium (founder's profit), which is integral part A.k. Allocate authorized capital and paid-in capital. A.k. accounted for in the liability of the bank's balance sheet on the accounts "Authorized capital of joint-stock banks, formed from ordinary shares" and "Authorized capital of joint-stock banks, formed from preferred shares" in the context of shareholder. Increase in A.K. occurs through the capitalization of retained earnings of previous years, etc. own. bank funds, dividends and supplements, issue of shares.

Declared capital (hereinafter C.c.) - the capital of the bank, indicated in the constituent documents during its creation or in the prospectus or a letter of notification to the General Directorate Central Bank RF with a subsequent increase in the amount of U.K. jar. R.c. of a newly created bank cannot be lower than the minimum amount of credit card required for its registration and obtaining a license for banking activities. With a subsequent increase in U.K. by adding, issuing shares by joint-stock banks or contributing shares by participants in a non-joint-stock bank Ob.k. will be equal to the sum of the issues of shares or the sum of the increase in U.S. not a joint stock bank. Share capital (hereinafter referred to as PK) is the capital of a bank established in the form of a limited liability company (not a joint-stock bank). Allocate share, paid (i.e., the shares contributed by the bank participants to the corresponding bank account) and registered (i.e., approved by the corresponding Department of the Central Bank of the Russian Federation) capital. The capital is formed by contribution of shares by bank participants in the form of cash in the currency of the Russian Federation and tangible assets. Accounted for in the bank's liability on a separate account "Authorized capital of non-joint stock banks" with a breakdown by shareholder. Increase in P. to. can occur by attracting new members of the bank, the capitalization of their own. bank funds and dividends. Upon withdrawal of participants from the bank or upon its liquidation, the contributed shares are returned to their owners in the manner prescribed by the charter of the bank and the Civil Code of the Russian Federation. Bank participants receive dividends for the amount of the contributed shares as a percentage of the amount of the share (share). The amount of dividends is annually determined by the meeting of bank participants.

Paid-in capital (hereinafter Op.k.) - the amounts of cash and tangible assets actually transferred or contributed by shareholders or participants of the bank in payment for shares or shares in accordance with the concluded agreements for the acquisition of shares or shares when forming U.k. jar. Op.k. accounted for in the liability of the bank's balance sheet on the accounts "Authorized capital of joint-stock banks, formed at the expense of ordinary shares"; "Authorized capital of joint-stock banks, formed at the expense of preferred shares"; "Authorized capital of non-joint stock banks". Unpaid shareholders and members of the bank, the amount of capital - the difference between the declared amount and actually transferred - is recorded on off-balance accounts "Unpaid amount of the authorized capital of a joint-stock bank" and "Unpaid amount of the authorized capital of a non-joint-stock bank". As the shares issued by the bank are paid for and funds are received to pay for the unpaid shares, the amount of capital recorded on off-balance accounts decreases, and the amount of Op.k. increases on the corresponding balance sheet accounts. Upon full payment of the declared amount of capital, off-balance accounts for accounting for the unpaid part of the capital are closed. The amount of capital accounted for in the accounts of U.K. will be equal to Op.c.

Reserve capital (fund) (hereinafter R.k.) - a part of the commercial bank's own funds, formed at the expense of deductions from net profit. The minimum value of R.k. set at 15% of the paid amount U.K. It is used to cover losses on the bank's operating activities, replenish U.K., pay dividends on privileges. shares in cases where the profit of the current year is insufficient for these purposes. The order of replenishment and use of R.k. determined by the Regulations on the distribution of profits, approved by the meeting of shareholders (participants) of the bank. In the bank's balance sheet, it is accounted for as a liability on a separate account "Reserve Fund". The need to create R.k. dictated by the instability of market conditions and the objectives of ensuring the financial stability of commercial banks.

Bank equity and its structure

The bank's equity capital is a set of fully paid-up elements of various purposes that ensure economic independence, stability and stable operation of the bank. A prerequisite for the inclusion of certain funds in the equity capital is their ability to act as an insurance fund to cover unforeseen losses arising in the course of the bank's activities, thereby allowing the bank to continue current operations if they occur. However, not all elements of equity have the same protective properties. Many of these have their own unique characteristics that affect the item's ability to recover extraordinary contingencies. This circumstance necessitated the allocation of two levels in the structure of the bank's own capital: the main (basic) capital, representing the capital of the first level, and additional capital, or capital of the second level.

In accordance with Bank of Russia Regulation No. 159-P “On the Methodology for Calculating Own Funds (Capital) of Credit Institutions”, fixed capital sources include funds of the most permanent nature, which a commercial bank can, under any circumstances, freely use to cover unexpected losses. These elements are reflected in the reports published by the bank, form the basis on which many assessments of the quality of the bank's performance are based, and, finally, affect its profitability and degree of competitiveness. Additional capital, subject to certain restrictions, includes funds that are less permanent and can only under certain circumstances be used for the above purposes. The cost of such funds can change over time.

In particular, the sources of the bank's fixed capital include:

The authorized capital of a joint-stock commercial bank in terms of ordinary shares, as well as shares that are not cumulative;
- the authorized capital of a commercial bank established in the form of a limited liability company;
- funds of a commercial bank (reserve and others) formed from the profits of previous years and the current year (based on data confirmed by an audit organization);
- share premium of a bank established in the form of a joint-stock company;
- share premium of a bank established in the form of a limited liability company;
- profit of previous years and the current year, reduced by the amount of distributed funds for the corresponding period, the data on which are confirmed by the auditor's report, i.е. retained earnings;
- part of the reserve for depreciation of investments in securities, shares and participation interests.

The composition of fixed capital includes funds, the use of which does not reduce the value of the bank's property.

The sources of additional capital of the bank are:

Increase in the value of property due to revaluation;
- part of the reserve for possible losses on loans;
- funds formed in the current year, profit of the current year;
- subordinated loans;
- preferred shares with a cumulative element.

Last year's profit before audit confirmation may be included in additional capital.

Initially, at the stage of creating a commercial bank, the only source of its own capital is the authorized capital. Other sources are formed directly in the course of the bank's activities. As they are created, the authorized capital becomes part of the bank's own capital, but continues to be its main element.

The authorized capital, forming the core of equity capital, plays a significant role in the activities of a commercial bank. It is he who determines the minimum amount of property that guarantees the interests of depositors and creditors of the bank, and serves as security for its obligations. It is he who allows a commercial bank to continue operations in the event of large unforeseen expenses and is used to cover them if the reserve funds available to the bank to finance such expenses are not enough. Banking analysts proceed from the fact that a bank, unlike other commercial enterprises, retains its solvency as long as its authorized capital remains intact.

Commercial banks in the course of their activities, as profits accumulate, create at the expense of it another source of equity capital of a commercial bank - various funds: a reserve fund, funds special purpose, accumulation funds, etc. These funds are included in the fixed capital on the basis of the data of the bank's annual accounting report, certified by an audit organization. Created in without fail the reserve fund is designed to cover losses and compensate for losses arising from the current activities of the bank, and thus serves to ensure the stable operation of the bank. The bank's reserve fund cannot be less than 15% of its authorized capital.

Special-purpose funds and accumulation funds are designed to ensure the production and social development of the bank itself. In accordance with the intended purpose, they are used to purchase new capacities (equipment, computer technology, computers, etc.) during the period of bank growth, i.e. perform the operational function of the bank's own capital, and are also directed to the social development of the team, material incentives for bank employees, payment of benefits and other purposes.

A special component of the bank's own capital is insurance reserves formed by the bank to maintain the stable functioning of a commercial bank in the course of specific operations. This is a reserve for depreciation of investments in securities and a reserve for possible losses on loans. The formation of such reserves is mandatory and is under the strict control of the Bank of Russia.

The purpose of the reserve for the depreciation of investments in securities is to eliminate the negative consequences associated with the fall in the price of securities purchased by the bank, while the reserve for possible losses on loans is used to cover the principal debt outstanding by customers. At the same time, the former is of a more permanent nature (every month the bank re-evaluates investments in securities at their market price) and, unlike the latter, is included in the bank's fixed capital.

Tier 2 capital (additional capital) can be a hybrid instrument such as a subordinated loan. It is provided to a commercial bank for a period of at least five years and can be claimed by the creditor only at the end of the contract, and in the event of the bank's liquidation after the full satisfaction of the claims of other creditors.

However, despite the fact that the subordinated loan is not repayable at the initiative of its owner, it continues to be a term debt obligation with a fixed repayment period and, as a rule, cannot be fully used to cover the bank's losses, which served as the basis for the introduction of Additional restrictions on its size. In particular, a subordinated loan is used as an element of additional capital, cannot exceed 50% of the value of the main capital and must be subject to depreciation. So, if a subordinated loan is granted for a period exceeding five years, then it is included in the calculation of additional capital in the period exceeding five years before the expiration of the contract in full, and in the last five years before the expiration of the contract - at the residual value .

Formation of share capital

The formation of the authorized capital of a joint-stock company created as a result of a spin-off is possible due to a corresponding decrease in the charter capital of a commercial organization reorganized through spin-off and (or) at the expense of sources.

The formation of the authorized capital of a joint-stock company may be accompanied by the formation of an additional source of funds in the form of a share premium. This source arises when shares are sold at a price above par during the initial offering.

The formation of the authorized capital of a joint-stock company is carried out by issuing and selling shares. According to current legislation the authorized capital of a joint-stock company must be equal to the total nominal value of the issued shares of all types. Decrease of the authorized capital is not allowed. The decision of shareholders to increase or decrease the authorized capital is reflected in its charter and state registration register.

When forming the authorized capital of a joint-stock company by placing shares (both during the initial issue and subsequent issues of shares with an increase in the authorized capital), the amount of the difference between the actual placement price and the nominal value of the shares is considered as share premium, is reflected in additional capital and is not included in the taxable base on income tax.

The procedure for accounting for the formation of the authorized capital of a new joint-stock company and joint-stock companies formed during the reorganization is explained. legal entities; the procedure for increasing and decreasing the authorized capital and transactions with own shares. The presentation of the material is accompanied by digital examples.

According to paragraph 6 of Article 66 of the Civil Code of the Russian Federation, when forming the authorized capital of a joint-stock company (JSC or CJSC) or a limited liability company (LLC), the founders have the right to contribute funds, securities, things, property (including fixed assets) to the authorized capital ) and other rights having a monetary value. The monetary value is always determined by agreement between the founders of the company. At the same time, if the nominal value of shares (for OJSC, CJSC) or the value of a share (for LLC) acquired in exchange for property exceeds 200 minimum wages (minimum wages) established by law, the monetary value of the contribution made in exchange for shares (share), must be carried out by an independent appraiser. When forming the authorized capital of a JSC or LLC, the estimated value of the contribution, established by agreement of the founders, may not correspond to the book value of the transferred property. Thus, a fixed asset contributed as a contribution can be valued both below and above its residual value reflected in the accounts. accounting the enterprise transferring the contribution.

A share is a security that satisfies the participation of its owner in the formation of the authorized capital of an open or closed joint-stock company and gives the right to receive an appropriate share of its profit in the form of a dividend.

Examples of postings with a detailed commentary on transactions with shares, bonds, certificates of deposit, options, etc. are given. Particular attention is paid to accounting for the formation of the authorized capital of a joint-stock company, accrual and payment of dividends and interest, as well as transactions with bills.

At the same time, the difference between own shares and other securities (including shares of third parties) is that they were issued during the formation of the authorized capital of a joint-stock company and are its obligations to its own shareholders.

At the time of privatization state enterprise the so-called liquidation balance sheet is drawn up, the indicators of which are identical to the property valuation act and confirm it. As the authorized capital of the joint-stock company is formed, a transfer (final) balance sheet is drawn up.

Share capital structure

Of particular interest from the standpoint of the sources of formation and role in the functioning of the joint stock company is the elemental structure of the share capital. It is represented by five elements: authorized, additional and reserve capital, as well as retained earnings and special purpose funds. All elements differ in terms of sources of education, economic essence and the role assigned to them in the creation of the joint-stock company and its development.

The authorized capital, representing the nominal value of the placed shares, is the economic foundation, the property basis of the activities of the joint-stock company.

When a joint-stock company is created, the main production assets are acquired for the amount of the contributions of the founders, which form the authorized capital.

The next element of share capital is additional capital. It is formed under the influence of an increase (decrease) in the value of an enterprise as a result of its revaluation, property received free of charge from legal entities and individuals, income from the sale of shares due to the difference between the nominal and sale price, and a free transfer of one’s property to another person.

At the same time, the change in the values ​​of the elements of additional capital is directly related to the possible increase or decrease in the authorized capital.

So the result of the revaluation of the value of the enterprise changes the authorized capital by the corresponding amount. However, the composition of shareholders remains the same. The nominal value of the placed shares is either increased (decreased) by the amount of the changes, or an additional issue of shares is announced as a result of the revaluation, which are distributed among the former shareholders in proportion to their shares in the authorized capital.

A new issue of shares is announced for the amount of the increase in additional capital at the expense of other elements in order to bring the authorized capital into line with the value of the property and cash income from the sale of shares.

The reserve capital has a different economic essence. It is formed from net profit and is used for clearly limited purposes: to cover losses; absorption of JSC bonds; redemption of company shares. According to the Law of the Russian Federation “On Joint Stock Companies”, the size of the reserve fund cannot be less than 15% of the authorized fund. In world practice, the maximum amount of reserve capital ranges from 10 to 40% of the authorized capital.

Retained earnings is an element of share capital, which is the main source of financing for the development of the enterprise. The authorized capital increases subject to the development and positive financial assessment investment project focused on the use of retained earnings. Under such a project, an issue is announced and the nominal value of the placed shares is included in the value of the authorized fund.

Funds for special purpose and targeted financing are formed from profits, funds from the founders and other sources. The main purpose of these funds is the technical and social development of the joint-stock company.

Thus, the accumulation fund is used for technical re-equipment, expansion and reconstruction of an existing enterprise, development of production new products, the acquisition of the latest equipment, the conduct of research activities, the organization of the issue of securities, etc.

In turn, the funds social development are intended for financial support of the social environment of the enterprise.

Preferred share capital

Share capital usually consists of two parts: ordinary and preferred. Such a division is quite justified, because. this is due to the different rights granted to its owners, the level of risk imposed on the owners of ordinary and preferred capital stock, and the costs of maintaining these components.

As a rule, the preferred part of the share capital is characterized by the fact that it has a fixed dividend, which in most cases is defined as %% of the par value of the preferred share, which is used as its value.

The most difficult moment is the determination of the cost of ordinary share capital. The price of ordinary share capital is determined by the expected return on the shares of a given issuing firm. This value is to some extent conditional, since the predicted yield of this type of securities may not coincide with their real yield.

Strictly speaking, the share capital, on the one hand, belongs to the company as an economic entity, and on the other hand, it was previously the property of shareholders and was attracted on certain conditions, fixed by the founding documents.

Unlike other sources of financing, the presence of authorized capital does not impose on the company such strict obligations to pay income as when using attracted and borrowed funds, but this does not relieve it of obligations to shareholders to ensure a certain level of profitability of its shares.

Equity management

Equity management is a set of targeted actions to increase or decrease the company's own funds or their components, which is aimed at optimizing the financing structure, cost of capital or creating shareholder value.

The process of forming share capital is not simple, as it seems at first glance. The existence of various types and types of shares enables the company to generate and evaluate various options for the formation of its own funds.

The company's decision-making is based on:

Legal analysis in order to create an optimal share capital structure, determine the ratio between ordinary and preferred shares, as well as their types in terms of vesting them with rights. In foreign practice, where it is possible to create various types of ordinary shares, the company is endowed with significantly greater opportunities for constructing securities, while in Russia the choice of specific instruments is less wide.
- economic analysis aimed at determining the volume of possible attraction of funds in a particular way of forming equity capital and the costs of its formation.

The concept of "corporate governance" is closely related to the concept of "share capital management". The most important task corporate governance is to ensure the interests of shareholders, to prevent infringement of their rights and counteract abuses of management. In a practical aspect, corporate governance is defined by the type of joint-stock company - open or closed - and fixed in the constituent documents and the charter of the features of the management of the company, the distribution of duties and responsibilities, dividend policy, etc.

Also, characterizing the share capital as an object of ownership and disposal, the following should be noted. As an economic object of entrepreneurial activity, capital is the bearer of property rights and disposal. The owner risks invested funds - capital, but can only have a limited influence on the company's activities. The company is an investment for him. It should be noted that the owners of capital are understood not only as shareholders-owners of their own capital, but also as creditors providing companies with borrowed capital. In contrast to owners, agents (managers) view shareholding as only one aspect of their relationship with the company. For them, the company is a source of wages, additional payments, acquisition of connections, creation of their own human capital, etc. The manager makes decisions in a situation of uncertainty, so his actions do not always lead to the desired results. There are areas that he cannot influence, there are types of risk that are not subject to him. However, the remuneration and other benefits of a manager often depend precisely on the external results of the decisions made, and not on the intentions and efforts invested.

Being risk-averse, in order to protect their many sources of reward (stocks being just one of them), managers sometimes make decisions that are beneficial to them personally, to the detriment of the interests of owners. There is a conflict of interest. Economists refer to conflicts arising from principal-agent relationships as agency problems or agency conflicts.

In terms of equity capital management, depending on quantitative and qualitative changes, three main areas can be distinguished:

Measures to increase share capital;
- measures to reduce share capital;
- measures for structural changes in share capital.

The specific actions of an enterprise in relation to share capital are determined by the company's overall strategy for its own shares, while there are certain reasons that encourage a company to issue new shares or buy and redeem existing ones.

Possible ways to raise capital in case the company needs long-term financing can be debt or equity financing. A number of instruments combine the qualities of debt and equity financing, and together they form a blended financing group.

Unlike debt financing, equity financing involves a significant degree of openness of the company, which can be a reason for a hostile takeover. Therefore, such concerns stop the owners of the company from using this method financing, which manifests itself, for example, in a small share of shares that the owners are ready to release into free circulation.

Issuer options and warrants aimed at stimulating interest in the development of the company can be considered certain tools for managing equity capital.

An issuer option is an issuance security that secures the right of its owner to purchase a certain number of shares of the issuer of such an option at the price specified in the issuer's option within the period specified in it and / or upon the occurrence of the circumstances specified in it. An issuer option is a registered security. The placement price of shares in fulfillment of the requirements for the issuer's options is determined in accordance with the price specified in such an option.

A warrant is an American call option written by the issuer on its own securities, such as shares. A warrant differs from an option in terms of its maturity. In foreign practice, the main purpose of the warrant was its use as a tool to counteract hostile takeovers.

As in the case of an increase in share capital, a decrease in share capital can occur primarily through a decrease in authorized capital.

In this case, the authorized capital may be reduced:

By reducing the nominal value of the share;
- by reducing the total number of shares.

Changing the structure of share capital as a capital management process does not lead to a change in the total amount of share capital, but is aimed at a significant change in its internal components. Equity structuring tools include the consolidation and splitting of shares, the decision on which is entrusted to the meeting of shareholders.

A stock split is the process of converting one share into several shares of a smaller denomination of the same category or type. As a result of a split, the number of new shares held by shareholders is determined based on the split ratio.

The share split as an equity capital management tool is necessary both to optimize trading and settlements, and to simplify business consolidation procedures. First, stocks that are too expensive pose a significant risk to investors, as they often have high volatility. Secondly, with a significant difference in the prices of the shares of the merged companies, it is not possible to make accurate calculations on the share valuation procedure. Therefore, the replacement of shares of a higher nominal value with a smaller one can significantly simplify the procedures for consolidating a business in terms of creating a single share.

Consolidation of shares - the process of converting shares, in which a certain number of shares are combined into one category of the same type. As with the split process, a special calculation factor is needed to convert the number of shares held by shareholders. For this procedure, this factor is called the reverse crushing factor.

In the case of equity consolidation, the purpose of such a procedure is to raise the security for investors who shy away from depreciated securities (depreciated securities are not always inherently undervalued), and in this case, consolidation can help create a more favorable opinion among investors about the market for the company's shares. In fact, the decision to consolidate is made for the greater convenience of shareholders.

A combination of splitting and consolidation of shares can also be considered as a possible tool for managing equity capital. For example, a share split in order to simplify the merger procedure, and then the consolidation of shares to maintain investment attractiveness among the investment community.

One option for a share buyback is a forced share buyback, or squeezeout. At first glance, this instrument should fall into the category of equity reduction measures. However, let us explain the legitimacy of classifying the squeezeout as a capital structuring measure. This procedure is provided for by the legislation of a number of countries and involves the mandatory sale of shares of minority shareholders without their consent to a major shareholder. The forced buyout mechanism allows large shareholders to complete the consolidation, carried out through a voluntary or mandatory offer procedure. The threshold value for a squeeze out is the presence of a package of 90-98% of the value of the authorized capital - specific values ​​​​are established by the legislation of the country applying this instrument.

Thus, forced buyout of shares leads to changes in the structure of share capital, therefore, we consider it legitimate to attribute it to the policy of structuring share capital.

The opposite of a squeezeout tool for managing share capital is the right to demand that a major shareholder buy out shares of minority shareholders, which is mandatory for a major shareholder, if the latter so desire. The right to demand is granted to minority shareholders under the same conditions under which the right to a squeeze out occurs for major shareholders.

Since the formation and distribution of profits is, in fact, the final stage of capital turnover, the dividend policy can be considered one of the most important tools for managing equity capital. Indeed, as will be shown in further consideration, determining the size and frequency of dividend payments involves the withdrawal of money from circulation, which contributes to a change in the value of the share capital itself. Therefore, the dividend policy will occupy a prominent place when considering the problems of equity capital management.

Why is the dividend policy so great importance? The fact is that the payment of dividends, both the fact of payments and their total number, per share and in dynamics reflects the development and situation in the company.

Dividend payments affect the capital structure: retained earnings increase the ratio of equity to borrowed capital; funding from retained earnings is cheaper than raising additional equity funding.

Thus, the dividend policy in the general economic sense determines the specifics of the company's reproduction processes and affects the efficiency of equity capital management. But besides this, it reflects the specifics of approaches to investor relations in the company, the specifics of corporate governance and long-term goals.

Reserve capital of a joint-stock company

An integral part of the capital are the reserves of the enterprise, necessary to cover unforeseen expenses in connection with the possible occurrence of a crisis. It is known that the adoption of any economic decision is associated with a greater or lesser risk, i.e. with possible losses from the actions taken. These losses can be caused by both objective and subjective factors.

To ensure the stability of economic development, the enterprise must set aside part of the results obtained in the reserve. In the asset balance, these reserved values ​​are in the current turnover, but in the liability it will be the credit balance of account 82 “Reserve capital”, i.e. the part of the capital, which is, as it were, untouchable, cannot be reduced - this is the reserve or reserve capital.

In general, we can say that the reserve capital is a part of the enterprise's profit to be distributed, the possible distribution options for which are limited, due to the operation of the norms of the law or the will of the owners, i.e. the imposition of restrictions, determined by law or by the owners of the organization, on the options for using the profit that forms the reserve.

Deductions to reserve capital from profit are reflected in the credit of account 82 "Reserve capital", and the use of reserve capital is recorded in the debit of this account in correspondence with account 84 "Retained earnings (uncovered loss)".

Particular attention should be paid to the use of reserve capital funds: it is often suggested that reserve capital be used to redeem bonds and buy back shares. But from the point of view of accounting logic, such actions are impossible, despite the correspondence proposed in the methodological documents. Losses from such transactions should be initially reflected in the accounts financial result and then covered by reserve capital.

Among other things, the reserve capital of an enterprise can be a substantial amount on the credit of account 82 “Reserve capital”, and in fact there are no funds in bank accounts or on hand, redemption of bonds or redemption of own shares is out of the question.

According to paragraph 1 of Art. 35 of the Law of the Russian Federation "On joint-stock companies", the amount of reserve capital created in a joint-stock company is determined by the charter of the company. Moreover, the minimum amount must be at least 5% of the volume of its authorized capital. In addition, the norm of the same Law establishes a rule on the amount of deductions to the reserve capital of a joint-stock company. According to paragraph 1 of Art. 35 of the Law, the reserve capital of the company is formed by mandatory annual deductions until it reaches the amount established by the charter of the company. The amount of annual deductions is provided for by the charter of the company, but cannot be less than 5% of net profit until the amount established by the charter of the company is reached. special provision Art. 35 of the Law of the Russian Federation "On Joint Stock Companies" determines that the reserve capital of the company is intended to cover its losses, as well as to redeem the company's bonds and buy back its shares in the absence of other funds. Reserve capital cannot be used for other purposes.

Most organizations are not required to form reserve capital, but they may do so in accordance with constituent documents or accounting policies. So, in Art. 30 of the Law “On Limited Liability Companies” No. 14-FZ states that reserve capital can be created in limited liability companies in the manner and in the amount provided for by the charter of the company.

Equity price

The price of share capital as a source of financing investment activity, is equal to the level of dividends paid on preferred and ordinary shares, calculated on the arithmetic weighted average.

The price of equity capital either changes or increases, but only slightly. Since lenders do not yet increase the price of borrowed funds, the weighted average cost of capital decreases.

The price of equity capital represented by ordinary shares cannot be precisely determined, since the amount of dividends on them is not known in advance and depends on the performance of the enterprise. The cost of this source is assumed to be equal to the investor's required rate of return per ordinary share.

As a result, the price of equity capital increases at a slower rate than in the absence of taxation, so an increase in the share of borrowed funds in the capital structure leads to a decrease in the cost of capital involved and increases the value of the firm with an increase in the level financial leverage.

For a joint stock company, the price of share capital is determined by the ratio of ordinary and preferred shares.

Therefore, the price of this source is the price of the share capital of the enterprise, which is calculated by the above methods.

All these risks are reflected both in the price of equity capital and in the price of borrowed capital.

In the absence of taxes, the price of retained earnings of the current year should be equal to the price of share capital, since the retained profits could be paid to shareholders in the form of dividends and invested by them in the shares of an enterprise similar to this one. Therefore, using this money, the company must provide shareholders with future income no less than what they could receive themselves from additional dividends.

Thus, such an acceleration in the placement of shares is associated with a decrease in share premium, which increases the price of equity capital. There are two types of capital financing, which correspond to two types of shares: ordinary shares and preferred shares.

On the other hand, shareholders benefit from the use of borrowed capital by the enterprise, since its price is usually less than the price of equity capital. All surplus comes from equity.

In addition to specific quotations, that is, stock prices bought and sold on stock exchanges, specially calculated indices are a relative indicator of the price of equity capital. The most commonly used index is the Dow Jones index, which is determined on the basis of data on stock prices of 30 largest US industrial companies.

Any benefits to shareholders associated with the use of borrowed funds are offset by an increase in the price of equity capital. Moreover, the increase in the price of equity capital is not associated with a decrease in the reliability of shareholders' investments.

The cost of equity capital is found by much more complex methods. Thus, the price of equity capital is usually considered from the standpoint of lost profits: when acquiring shares, their owner invests in the enterprise that issued them, since he expects future income in the form of dividends or an increase in the value of shares that compensates for his risk.

After some optimal value of the share of debt (d3), shareholders begin to take into account the risk of debt financing. As d3 increases further, the price of equity begins to rise, offsetting the benefits associated with using still relatively cheap debt. In this case, the weighted average price of capital may remain constant for some time, and then also begins to grow. Thus, the optimal value of d3 may not be unique, but may represent a certain range of values. In the range of optimal values ​​of the capital structure (from d3 to d3), the weighted average price of capital is minimal, and the value of the enterprise is maximum. Enterprises should strive to find this area of ​​optimal values ​​of d3 and try to maintain this position by financing investments with equal shares of equity and borrowed capital. The optimal value of the capital structure for a particular enterprise depends on the levels of its industry and production risks.

The type of financial stability of the enterprise and the degree of its solvency affect the assessment of the enterprise by shareholders and creditors. Deviation of the corresponding characteristics from normal values ​​in the direction of decrease increases the financial risk and, accordingly, increases the price of equity capital and the borrowing rate on credit resources.

Market risk, we recall, is comparative evaluation and measured by (3-coefficient. Hamada combined the CAPM with the tax-adjusted Modigliani-Miller model and derived a formula for determining the equity price of a financially dependent enterprise.

Agency costs are the costs of providing management of the enterprise and monitoring its effectiveness. In addition, there are contradictions between the interests of shareholders and bondholders, which may impose certain restrictions on managers, which will lead to additional costs for monitoring their observance. As a result, the price of borrowed capital will increase and the price of equity capital will decrease, which will reduce the efficiency of attracting borrowed funds. Estimating agency costs is quite complex and subjective, but they must be taken into account when determining the price of capital.

The latter term is usually used in relation to equity or debt capital. In particular, we can talk about two estimates of these sources: accounting and market; it is the latter that is important in the theory of capital structure. Thus, the market value of a firm's common stock can be found as the value of a perpetual annuity, which is a stream of dividends and discounted at the price of the firm's equity.

The main theoretical developments within the framework of this theory were carried out by Franco Modigliani and Merton Miller in 1961. They put forward the idea of ​​the existence of the so-called clientele effect, according to which shareholders prefer the stability of the dividend policy to a greater extent than receiving some kind of extraordinary income. . In addition, Modigliani and Miller consider that the discounted price of common stock after profit-financing of all eligible projects plus residual dividends is equivalent to the stock price before the distribution of profits. In other words, the amount of dividends paid is approximately equal to the costs that in this case must be incurred to find additional sources of financing. Nevertheless, Modigliani and Miller still recognize a certain influence of the dividend policy on the price of equity, but explain it not by the influence of the size of dividends, but by the information effect - information about dividends, in particular about their growth, provokes shareholders to increase the price of shares. The main conclusion of these scientists is that a dividend policy is not needed.

Types of share capital

Types of share capital:

Fixed capital is a part of the capital that can be used in production, and which transfers its value to a new manufactured product in parts, its value is prescribed in the Charter of the enterprise;
subscribed capital - these are shares that the company of shareholders has issued within the prescribed period and for the purchase of which investors have agreed and subscribed;
paid-in capital is a certain part of the authorized capital, which represents the value of paid-in shares in total.

Equity capital can be viewed from two perspectives:

1. capital for production - production buildings, equipment, tools;
2. securities - shares and bonds of the enterprise, which are evidence of the availability of funds of the shareholder.

According to the law, the capital of a joint-stock company consists of the sum of the nominal values ​​of the shares of the company that were purchased by the shareholders.

The legislation of Russia states that the nominal value of the shares of shareholders that are issued by the same joint-stock company must be identical to the rights that an entrepreneur receives by owning these shares. This equality in the law is spelled out at the initiative of representatives stock market, which is much more profitable to establish a single market price than the stay of ordinary shares at the same time in the market, which differ from each other in characteristics.

In order for a joint-stock company to be fully competitive and to be able to guarantee and defend the interests of creditors, the authorized capital determines the minimum amount that a joint-stock company must have in its activities.

To form the capital of shareholders, two methods are used:

1. one-time foundation - for a trouble-free registration, this enterprise must have at its disposal an authorized capital that complies with the law;
2. successive foundation - there are no legally established frameworks and requirements for the size of the authorized capital at the moment when the company goes through the registration process.

In Russia, the most effective and cruel form of the formation of shareholders' capital has been created (Law of the Russian Federation "On Joint-Stock Companies"). According to this form, a company of shareholders can start its activities only if at the time of registration it owns a minimum authorized capital.

The joint-stock company itself sets the minimum amount of capital, based on the legislation, so that the established minimum amount is not lower than the level prescribed by law. The minimum size financial condition for each joint-stock company has its own meaning. Thus, the minimum amount of capital for an open joint stock company is one thousand minimum wages, and for a closed joint stock company one hundred minimum wages.

The authorized capital of a joint-stock company is equal to the nominal value of the shares owned by the shareholders. However, in the event that an increase in the authorized capital is required, a decision of the general meeting of the joint-stock company for an additional issue of shares will be required. Since the meeting of shareholders in an unspecified schedule requires additional expenditure of time and money, shareholders meet once a year, assuming in advance that it will be necessary to make decisions regarding the increase in the capital of shareholders one or more times to convert the currency into shares. If the decision is required to be made within the limits indicated in the Charter of the enterprise, then it can be taken without convening a meeting of shareholders, based on the decision of the board of directors of the joint-stock company.

Shares in relation to the established capital are of several types:

Outstanding shares are shares issued by a joint-stock company and acquired by its shareholders. With the help of their nominal value, the share capital of the company is formed;
declared shares - the joint-stock company can place these shares in addition to already placed shares. Their nominal value represents the framework already established in the company's charter for a quite possible increase in share capital;
additional shares are part of the shares that are usually placed on the market. Part of the nominal value of shares, with the help of which the authorized capital increases due to the issue and formation of new shares.

The structure of the share capital can be completely different, since a joint-stock company can issue all possible types of shares.

Authorized capital of joint-stock banks

A commercial bank established in the form of a joint-stock company (open or closed type) forms its authorized capital from the nominal value of shares acquired by shareholders.

When issuing shares, credit institutions are guided by Law of the Russian Federation No. 208-FZ “On Joint-Stock Companies* and Instruction of the Central Bank of the Russian Federation No. 5 “On the Rules for the Issuance and Registration of Securities by Credit Institutions in the Territory Russian Federation(with amendments and additions).

A share is an issuance security that secures the right of its owner to a share in the bank's own funds, to receive profit in the form of dividends and, as a rule, to participate in the management of the bank. The share is a perpetual security, i.e. circulates for as long as the issuing bank exists. Commercial banks may issue registered (documentary and non-documentary) and bearer (documentary only) shares. With a documentary form of issue, one certificate may certify the right to one, several or all securities with one state registration number. The issue of bearer shares is permitted in a certain ratio to the amount of paid-in authorized capital in accordance with the standard established by the Federal Commission for the Securities Market of Russia.

Issued shares can be ordinary and preferred. An ordinary share gives its owner all the rights listed above. These shares, regardless of the serial number and time of issue, must have the same nominal value (in rubles) and provide their owners with the same rights.

Along with the issue of ordinary shares, joint-stock banks have the right to place preferred shares, and their share should not exceed 25% of the total authorized capital. It is possible to issue different types of these shares. Preference shares of the same type must have the same par value and give their holders the same rights. Preferred shares, as a rule, do not give their holders the right to participate in voting at the meeting of shareholders (except for issues related to the property interests of the owners of these shares, reorganization and liquidation of the bank). If a preferred share is vested with the right to vote, then this should be enshrined in the bank's charter. Under Russian law, preference shares may be issued with a fixed or unspecified dividend. In the latter case, the amount of the dividend on shares cannot be less than the dividend on ordinary shares. Dividends, the amount of which is determined, must be paid without fail, at least in part. Considering this circumstance, there are no preferred shares in the first issue, since the bank may not ensure the mandatory payment of interest in the first years. The issue of shares includes the following stages: Making a decision on the issue. Preparation of the prospectus. Registration of the issue of securities and prospectus. Disclosure of information contained in registration documents. Issuance of share certificates. Placement of securities. Registration of release results. Publication of the results of the release!

Let's consider these steps.

First stage. The decision to issue securities is made by the management body of the bank, which has the appropriate powers in accordance with the current legislation and the statutory documents of the bank. The meeting of shareholders of the bank may authorize the board (directors) of the bank in the interval between the annual meetings of shareholders to decide on the periods of issue of shares and their volumes with the determination of the maximum increase in the authorized capital.

The issue of shares is carried out by banks:

When creating a bank; when reorganizing a bank (merger, division, separation or transformation from a share into a joint stock);
- when increasing the authorized capital.

Second phase. The issue prospectus is prepared by the board of the bank. It contains data on the bank, its financial position, types of issued securities, conditions and procedure for distribution, receipt of income from securities. The issue prospectus is certified by an audit organization when issuing shares associated with an increase in the authorized capital, when a bank is transformed from a share into a joint-stock bank, when a joint-stock bank is reorganized through a merger, division, spin-off. The issue prospectus must be prepared if at least one of the following conditions is met: if the total issue volume exceeds 50,000 minimum wages; the placement of shares is supposed among an unlimited circle of persons or a previously known circle of persons, the number of which exceeds 500.

If these conditions are not met, then the prospectus is not prepared and then two stages associated with this document are excluded from the issuance procedure.

Third stage. All issues of securities by banks, regardless of the volume and number of investors, are subject to mandatory state registration. Registration can be carried out either in the Department for Licensing the Activities of Credit Institutions and audit firms Bank of Russia, or in its territorial offices. The Licensing Department registers all issues of shares of banks with an authorized capital of 400 million rubles. and more or with a share of foreign participation (including individuals and legal entities from the CIS countries) over 50%; bond issues in the amount of 100 million rubles. and higher; issues of convertible securities; issues of securities intended for placement outside the Russian Federation, authorized by the Federal Commission for the Securities Market of the Russian Federation; issues of securities during the reorganization of banks. The remaining issues of securities are registered with the territorial offices of the Bank of Russia. In necessary cases, the Licensing Department may delegate its authority to register securities issues to the territorial institutions of the Bank of Russia, as well as assume their authority to register any issues of securities of commercial banks.

To register the issue of securities, the issuing bank submits the necessary package of documents:

Application for registration;
- an extract from the minutes of the meeting of shareholders with the decision on the issue;
- prospectus (if any);
- description (sample) of the certificate (in the documentary form of issue);
- a document confirming the approval of the issue of shares with the Ministry for Antimonopoly Policy and Entrepreneurship Support of the Russian Federation or with its territorial body (when creating a bank and changing its authorized capital);
- a copy of the payment order on payment of tax on operations with foam papers (for repeated issues) and other documents.

The registering body must necessarily give consent for operating commercial banks of a closed type and when creating an open joint-stock bank for the acquisition by a shareholder or a group of shareholders related by agreement, being subsidiaries or dependents of each other, more than 20% of the shares (including placed) or the registration authority must be notified of the acquisition in such cases of 5% of the shares.

The documents provided by the bank are considered by the registering authorities within a month from the date of receipt for compliance with the current legislation, banking rules and instructions. When registering securities, this issue is assigned a state registration number.

Registered documents and a letter of registration are issued to the issuing bank. At the same time, a letter is sent to the bank to the address of the RCC of the Central Bank of the Russian Federation at the place of maintenance of the head correspondent account about opening a savings account for it to collect funds received as payment for securities.

The opening of a savings account to collect funds in payment for sold shares is due to the fact that the buyers of shares until the end of the issue are not full shareholders. If the issue of shares and their placement are declared invalid for any reason, the funds paid in payment for the shares must be returned in full.

State registration of securities issues, prospectuses, audits are aimed at increasing the responsibility of issuing banks to buyers of shares, strengthening investor confidence in them, and creating normal conditions for the secondary circulation of securities on the market.

Fourth stage. In the case of an open (public) issue, the issuing bank is obliged to publish the information contained in the issue prospectus in a printed periodical with a circulation of at least 50,000 copies. The publication must be made within a month from the date of state registration.

Information in the press should contain:

Name of the issuing bank;
- the total volume of the issue of securities, indicating their types, categories, forms of placement;
- terms of placement;
- range of potential buyers;
- place of acquisition of securities by buyers;
- the size of the registered authorized capital;
- other information that does not contradict the current legislation.

Information on the placement price of securities may be disclosed on the day of the commencement of their placement. In the event of an open issue, information must also be disclosed on the Internet.

Disclosure of information is carried out in accordance with the Regulation of the Central Bank of the Russian Federation No. 43-P "On Disclosure of Information by the Bank of Russia and Credit Institutions - Participants financial markets". Currently, information is disclosed by issuers on the Internet on the website of AZIPI (Association for the Protection of Investment Rights of Investors) with a notice of disclosure of information sent to the registration authority. Fifth stage. After the state registration, the bank produces forms of share certificates in the documentary form of issue for their subsequent sale.

Sixth stage. The placement of securities is the alienation of their first owners through civil law transactions. The placement of shares is carried out by open and closed subscription, depending on the type of joint-stock bank and the nature of the issue.

Credit institutions established in the form of an open joint stock company are entitled to place shares by way of both open and closed subscription. The decision to place shares through a closed subscription is made only by the general meeting of shareholders (two-thirds of the votes or more). A credit institution established in the form of a closed joint stock company shall not be entitled to place shares by public subscription or otherwise offer them for purchase to an unlimited number of persons.

When creating a joint-stock bank (both closed and open type) or reorganizing it from a share bank into a joint-stock bank, a closed distribution of all shares among the founders at par value takes place. The procedure for issuing shares and their conversion in the event of a merger, division and spin-off is determined by the Board of Directors ( supervisory board) reorganized credit institution and approved by the general meeting of shareholders.

The increase in the authorized capital is carried out at the expense of an additional issue of shares and only after full payment of all previously issued shares. Additional placement of shares is made among the founders and other investors - individuals who purchase securities on their own behalf and at their own expense. Sale of shares at initial public offering outside investors higher than the nominal value allows you to generate share premium of the bank.

An increase in the authorized capital can also be carried out through its capitalization, i.e. at the expense of own funds. This increase is taken into account in the calculation of sources of capital after registration in the prescribed manner of the specified increase.

Capitalization can be directed to:

Reserve fund resources exceeding 15% of the actually paid authorized capital;
- balances of economic incentive funds (special purpose and accumulation) at the end of the year;
- funds received from the sale of shares to their first owners at a price higher than their face value (share premium);
- dividends accrued, but not paid to the shareholders of the bank (by the consent of the shareholders and after the deduction and transfer of taxes from them by the bank);
- means of revaluation of fixed assets carried out by decision of the Government of the Russian Federation;
- retained earnings of previous years.

The increase in the authorized capital due to capitalization should be distributed among the founders on the basis of the decision of the general meeting of shareholders through the placement of shares at par value.

The following can be accepted as payment for the placed shares: cash and non-cash funds in rubles; cash and non-cash funds in foreign currency of individuals and non-cash foreign currency of legal entities; banking buildings and other property in non-monetary form. The maximum amount of property in the form of banking buildings in the authorized capital of the bank should not exceed 20%; other property in non-monetary form. The composition of non-monetary funds contributed as payment for shares and their amount (except for bank buildings) are determined by the Board of Directors of the Bank of Russia in accordance with Directive of the Central Bank of the Russian Federation No. 474-U “On the formation of the authorized capital of a credit institution with non-monetary funds”; federal loan bonds with a constant coupon income. The maximum amount of payment for shares in bonds is no more than 25% of the authorized capital of the bank (instruction of the Central Bank of the Russian Federation No. 571-U).

The placement of shares can take place by replacing:

For previously issued convertible bonds:
- issued shares of lower par value for newly issued shares of increased par value (consolidation);
- previously issued shares of a higher par value for newly issued shares of a lower par value (split).

During the last two replacements, the bank cancels the shares with the previous nominal value and issues shares with the new nominal value to the shareholders.

The number of sold shares must not exceed the number specified in the registration documents. During the placement period, the bank may also sell a smaller number of shares. However, the payment for the shares of the first issue must be in full.

In addition to the volume of sale of shares, Instruction of the Central Bank of the Russian Federation No. 8 determines the terms for payment of shares:

The first issue - within a month from the date of registration;
- subsequent issues - within the period determined in accordance with the decision on their placement, but not later than one year from the date of their placement (acquisition).

When paying in installments, banks distinguish between formed and paid authorized capital.

Seventh stage. After completion of the process of selling shares, the issuing bank, no later than 30 days later, draws up a report on the results of the issue and submits it to the registering authority. The latter reviews the report within two weeks and registers it (in the absence of claims). The issuing bank is issued a letter of registration confirming the state registration number of the share issue. At the same time, the registering authority allows the issuing bank to use the funds of the savings account in circulation by transferring them to a general correspondent account.

Eighth stage. The issuing bank must publish the results of the issue of shares in the same publication where the issue was announced. Commercial banks can finance their activities through the issuance and placement of bonds. A bond is a term debt paper certifying a loan relationship between its owner and the issuer. This means that bonds are issued in order to form attracted resources. Bonds are either convertible or non-convertible. Convertible bonds give the holder the right to exchange them for shares of the same issuer. Conversion allows the bank to form own resources. Non-convertible bonds are not subject to exchange and must be redeemed after a certain time or ahead of schedule.

Joint-stock banks can reduce the size of their authorized capital either by buying back their own shares on the secondary market with their subsequent annulment or by reducing the nominal value of the shares. In the latter case, the issuing bank must register and place the issue of shares with a reduced par value. Shares with the same par value are exchanged for shares with a reduced par value and are canceled after registration of the issue results. The decision to reduce the authorized capital of the bank is taken by the general meeting of shareholders.

If a commercial bank is created in the form of a limited liability company, then the authorized capital of such a bank is formed from the contributions of its founders. The increase in the authorized capital of a unit bank occurs due to additional contributions from the founders, the admission of new participants (with the consent of the majority of the bank's participants) or through capitalization.

Availability of authorized capital is a prerequisite for the functioning of an organization carrying out production or other commercial activity. The authorized capital performs three functions:

starting - is the source of the organization's property;

share - establishes the share of participation of each owner in the authorized capital;

guarantee - guarantees the fulfillment of obligations to third parties.

Depending on the legal form commercial organizations authorized capital as an integral part of equity capital can act as:

authorized capital (in JSC and LLC);

share capital (in partnerships);

share fund (in production cooperatives);

statutory fund (in unitary enterprises).

For accounting purposes in organizations that have passed state registration, these concepts are reduced to the concept of authorized capital.

Authorized capital (UK)- this is a set of contributions (contributions) of the founders (owners) to the property of the organization in the amounts specified in the constituent documents. The value of the authorized capital characterizes property size, guaranteeing the interests of the organization's creditors. The value of the UK must be indicated in the constituent documents of the organization. The minimum size of the authorized capital is stipulated by federal laws: for a newly established OJSC it is 1000 minimum wages, for a closed joint-stock company or LLC - 100 minimum wages. The minimum size of the share capital and share fund is not established by law. Changing the size of the UK is possible only after making changes to the register of state registration. As a result of ongoing operations, changes in the size of the authorized capital are not allowed.

To account for the authorized capital, its changes and settlements with the founders, the following accounts:

passive account 80 "Authorized capital". Designed to summarize information about the state and movement of the authorized capital of the organization;

active-passive account 75 “Settlements with founders”. Designed for all types of settlements with the founders (participants) of the organization. Sub-accounts can be opened for account 75:

75/1 "Settlements on contributions to the authorized (share) capital"

75/2 "Calculations for the payment of income"

active account 81 "Own shares (shares)". Designed to account for repurchased own shares and shares.

In the balance sheet, the share capital is reflected in section III "Capital and reserves" in the line "Authorized capital".

1. The procedure for the formation of the authorized capital during the establishment (creation) of the organization

Consider the formation of the authorized capital in joint-stock companies and in limited liability companies.

Formation of the authorized capital of joint-stock companies

Authorized capital of joint-stock companies is formed at the expense of the contributions of participants through exchange these contributions to shares and consists frompar value of shares acquired by shareholders. A share is a unit of ownership in a joint-stock company. The promotion has the following attributes: cost (price) and earnings per share. There are the following types share price: nominal, balance sheet, liquidation, exchange rate (market). earnings per share acts as a dividend and represents a part of the JSC's profit received during the reporting period, which is distributed among shareholders.

Joint stock companies can be open and closed. Shares of an open joint stock company can be purchased by any investor. Shares of a closed joint stock company are distributed among predetermined participants.

Stock by way of granting rights to owners are divided into two groups:

ordinary shares;

privileged.

Ordinary shares have the same nominal value and grant their owners the following rights:

participation in general meeting shareholders of the company with the right to vote on all issues of its competence;

receiving part of the company's net profit (dividend) for the current year;

participation in the distribution of the property of the company during liquidation after satisfaction of the requirements of the owners of preferred shares specified by the charter.

Preference shares provide their holders with certain privileges in comparison with ordinary shares. The owner of preferred shares receives income in the form of a percentage of the nominal value of the shares, regardless of the results of the organization's activities.

When establishing a joint-stock company the following conditions must be met:

the payment price of the shares must not be lower than their par value;

the form of payment for shares is determined by the founders;

money, securities, other types of property, property rights, etc. can be a contribution to the authorized capital. Evaluation of non-monetary contributions is made by agreement of the parties. In the cases established by the laws "On Limited Liability Companies" and "On Joint Stock Companies", an independent appraiser is invited;

the payment period for shares is determined by the founders, but at least 50% of the shares must be paid within 3 months from the date of state registration of the joint-stock company, the rest - within a year from the date of state registration.

1. Definition

In International Accounting Standards (IAS), capital is defined as the value of an enterprise's assets after deducting its liabilities. Equity capital in the form of resources or assets of the firm is shown after liabilities. Own share capital is equal to net assets companies, which are defined as the difference between assets and liabilities. Thus, equity capital is a residual liability - a liability in respect of assets remaining after payment of debts to creditors.

Accounting for equity capital in the IAS system is carried out in order to show the sources of equity capital and the rights of various capital contributors. According to IAS, share capital is the sum of capital received by an enterprise as a result of various transactions; The main source of paid-in capital is the issue of shares. The capital contributed by the owners as a result of the issue of shares is broken down into authorized capital (the nominal or declared value of the shares) and amounts received in excess of the authorized capital (or, in rare cases, a discount below the amount of the authorized capital).

According to the Russian accounting system (Regulations on Accounting and Reporting in the Russian Federation, approved by Order No. 170 of the Ministry of Finance of the Russian Federation dated December 26, 1994), authorized, additional and reserve capital, retained earnings and other reserves are included in the company's equity.

The authorized capital and the actual debt of the founders on contributions to the authorized capital must be accounted for and reflected in the financial statements separately.

Revaluation amount non-current assets, produced in the prescribed manner, donated values ​​and other similar amounts should be accounted for as additional capital.

The reserve capital created in accordance with the law to cover non-production losses and pay income in the absence or insufficient profit in the reporting period for these purposes should be accounted for and reflected separately.

Both in the IAS system and the RSU, analytical accounting for account 85 "Authorized Capital" should be organized to reflect information about the founders of the enterprise, the stages of capital formation and information about various types of contributions (shares, shares, shares).

2. Differences between IAS and DCS

The differences between the IAS and CSF standards for capital accounting are as follows:

Own shares (shares repurchased from shareholders), which are recorded in the RSU system on account 56 "Money documents" and are shown in the balance sheet as part of long-term or short-term financial investments.

Account 85 "Authorized capital" reflects information at the par value of shares, as defined in the company's charter.

Account 87 "Additional capital" should be analyzed by sub-accounts:

• Sub-account 87-1 "Increase in the value of property by revaluation". In IAS accounting, fixed assets can be revalued at current market prices. This value is determined as a result of an appraisal, usually carried out professional appraisers. In accordance with IAS standards, the increase in the value of assets resulting from their revaluation is reflected directly in the capital account. In accordance with the RSU, the amount of the decrease in the value of assets received as a result of the revaluation is debited to sub-account 87-1. According to IAS standards, a decrease in the carrying value of assets as a result of a revaluation should be recognized as a loss. If during the previous revaluation the value of fixed assets was increased, then the decrease should be correlated with the increase in the value of property received as a result of the revaluation of the same asset. For example, where the revaluation is not carried out according to IAS standards, the revaluation on sub-account 87-1 should be reversed. A further change in the value of property, plant and equipment will then be posted based on the adjusted cost. An example is the adjustment of the cost of fixed assets for inflation.
• Sub-account 87-2 "Share premium". The amount received in excess of par must be distributed between preferred and ordinary shares. In accordance with IAS standards, the amount in excess of par is shown in the capital section of the balance sheet after the par value of shares of a particular type.
• Sub-account 87-3 "Values ​​donated". In accordance with IAS standards, an independent appraiser must conduct an asset valuation. Donations of value are shown as subsidized capital in the capital section.

Account 88 "Retained earnings (uncovered loss)". Under the IAS, retained earnings may be charged to the retained earnings reserve. The direction of retained earnings for specific purposes only limits the amount of dividends that can be paid. This does not guarantee that funds will be available to meet these objectives because a company may have a large balance of retained earnings without sufficient liquid assets. Expenses are never charged to retained earnings. When the goal is reached or an event occurs for which a reserve was created, the amount is returned in the original amount to the retained earnings account. Unlike IAS in the Russian accounting system, account 88 is used for various purposes, as noted below, and should be analyzed as follows:

• Sub-account 88-1 "Retained earnings (loss) of the reporting year" is usually used to record information on the distribution of dividends and is usually not adjusted according to IAS standards (retained earnings are subject to adjustment for the profit loss account).
• Sub-account 88-2 "Retained earnings (uncovered loss) of previous years" is transferred from the above-mentioned sub-account after the distribution of dividends. Normally, corrective entries are not posted to this account according to IAS standards.
• Sub-account 88-3 "Accumulation Funds". In accordance with IAS, the direction of retained earnings to replenish these funds must be reflected in corrective entries to retained earnings after the goal is reached. These funds, in accordance with the RSF, are used to reflect the use of retained earnings to finance capital expenditures and other similar purposes. These funds can be used to cover losses in the reporting year, pay dividends to shareholders, and cover expenses that are not included in the initial cost of fixed assets. Therefore, for the purposes of IAS, under sub-account 88-3 "Savings Funds", an additional analysis must be carried out to reclassify the entries made in this period. Part of the accumulation funds should be transferred to the account of retained earnings.
• Sub-account 88-4 "Fund social sphere". Corrective entries should be made similar to entries on sub-account 88-3. In addition, the value of donated valuables recorded on this sub-account, according to IAS standards, must be reclassified as donated valuables.
• Subaccount 88-5 "Consumption Funds". This sub-account takes into account the funds of retained earnings directed (reserved) for the implementation of measures to develop the social sphere (except for capital investments) and material incentives for employees and other similar measures that do not lead to the formation of new property. Under the IAS, these funds must be reclassified as an income statement item.

Account 96 "Target financing and receipts" For Russian accounting, this account is shown in the "Capital and reserves" section of the balance sheet and reflects subsidies (grants) received from the government and other enterprises. In accordance with the IAS, grants are classified depending on whether they are received for purposes - assets or income. Asset related subsidies are subsidies that are eligible for the purchase, construction or other acquisition of long-term assets. Income related subsidies are non-asset subsidies. Asset-related subsidies must either be deferred on the balance sheet or deducted from the value of assets. Subsidies related to income must be shown separately or deducted from the related costs.

3. Information requirements

• During the analysis of the authorized capital, it is necessary to have the following information for each class of issued shares:
• declared share capital
• issued and fully paid shares at the beginning of the reporting period
• shares issued and paid in the reporting period
• shares issued and fully paid at the end of the reporting period
• information on the opening balance, movement and closing balance of existing treasury shares
• information on the opening balance, movement and closing balance of shareholder receivables
• In the course of the analysis of accounts (81, 86, 87, 88, 89), which summarize information on the state and movement of funds, it is necessary to have the following information:
• opening balance
• movement on the debit of accounts for the reporting period
• movement on the credit of accounts for the reporting period
• balance at the end of period
• When breaking down the total movement in debit and credit of the account for the reporting period, the following information should be provided:
• Account number
• posting date
• offsetting debit/credit account
• posting amount
• wiring description

For accounting in IAS standards, these transactions should be distinguished into the following categories:

• expenses recorded in the accounts of funds and reserves
• movement between fund and reserve accounts (to be reconciled)
• revaluation of investments and assets to reflect changes in market value
• revaluation of assets, investments, share capital in foreign currency
• premium on the par value of shares sold at a price above par
• contributions to funds and reserves for the reporting period
• dividends paid during the reporting period

The funds and reserves should then be analyzed in the following categories, showing the opening balance, the movement for the reporting period, and the balance at the end of the reporting period:

• capital revaluation account
• foreign currency revaluation account
• share premium account
• income accounts
• general reserves (if necessary)

Received government subsidies (grants) should be analyzed as follows:

• date of receiving
• amount received
• the purpose of the subsidies, i.e. for the acquisition of assets or for income
• account balance after deducting annual charges
• if the grant is for the acquisition of assets, then for each asset to which it relates, the following details must be given:
  • book value
  • lifetime
  • Date of purchase
  • accrued depreciation and depreciation rate
  • remaining service life

Grants related to income should be shown as other income in the income statement or related to the related expenses to which it relates. Grants for the acquisition of assets can either be related to the cost of the assets or shown as a deferred income account on the balance sheet, depreciated over the life of the assets.

4. Presentation of information in terms of capital.

In a balance sheet prepared in accordance with IAS standards, share capital can be presented as follows:

Share capital:

X% Preferred shares, $ XXX Nominal value, XXXX of shares authorized to be issued, issued and in circulationissued and in circulation
Ordinary shares, $ X Par value, XX,XXX authorized shares; Х,ХХХ issued shares; Х,ХХХ shares subscribed for; Х,ХХХ own shares
Ordinary shares subscribed for X,XXX shares
Share premium - Preferred shares, Ordinary shares
Paid-in capital on own shares
Subsidized capital
Total paid up capital
Undestributed profits
Minus: Repurchased shares (Х,ХХХ) at cost price
Total: Share capital

The amount and types of shares that an enterprise can issue are specified in the company's charter. The issuance of several classes of shares gives the company the opportunity to raise capital from various investors. The statute also specifies authorized shares- the maximum number of shares of each class that can be issued. A company wishing to issue more than its authorized number of shares must first amend its articles of association. Shares issued and sold to shareholders represent issued shares companies. Some of these shares may be bought back by the company. Shares in the hands of shareholders are called - in circulation, while the repurchased shares are called own. When only one class of shares is issued, such shares are called ordinary shares. Shareholders, holders of ordinary shares, make up the bulk of the owners. They have the right to vote, participate in profits, participate in additional issues of shares and, in the event of liquidation, to a share in the assets after satisfaction of the main claims against the company.

Preferred shares have a number of characteristics that distinguish them from ordinary shares. Preferred stock has several advantages over common stock, usually with respect to dividends and liquidation assets. When the board of directors announces the distribution of profits, preferred shareholders are entitled to receive a certain annual amount of dividends before shareholders with ordinary shares.

Subsidized capital is represented by treasury shares received as a result of the transfer and then sold. The amount received is credited to the Subsidized Capital account to form the paid-in capital. The current market value of any property donated to the company may be credited to the Subsidized Capital account.

The 1996 quarterly reporting requirements provide for the following in the Capital and Reserves section of the balance sheet prepared in accordance with Russian system accounting.

Authorized capital (85)

Additional capital (87)

Reserve capital (86) including:

• reserve funds formed in accordance with the law;
• reserves formed in accordance with the constituent documents.

Accumulation funds (88)

Social Sphere Fund (88)

Earmarked funding and income (96)

Retained earnings of previous years (88)

Retained earnings of the reporting year

Based on the legislation currently in force ( the federal law RF "On Joint Stock Companies" dated 26.12.95 No 208-FZ), when establishing enterprises (companies) in the form of a joint stock company, the authorized capital of the company is made up of the nominal value of the company's shares acquired by the shareholders. The nominal value of all ordinary shares of the company must be the same. The company's capital determines the minimum size of the company's property that guarantees the interests of its creditors.The company has the right to place ordinary shares, as well as one or more types of preferred shares.The nominal value of placed preferred shares should not exceed 25% of the company's authorized capital.

When creating a company, all of its shares must be placed among the founders. The number and par value of shares acquired by shareholders (issued shares) must be determined by the company's charter. The number and nominal value of shares that the company has the right to place in addition to the placed shares (declared shares) may be determined by the company's charter.

The company creates a reserve fund in the amount provided for by the charter of the company, but not less than 15% of its authorized capital. The reserve fund of the company is formed by mandatory annual deductions until it reaches the size established by the charter. The amount of annual deductions is established by the company's charter, but cannot be less than 5% of net profit, until the amount established by the company's charter is reached.

The company's reserve fund is used to cover its losses, as well as to redeem the company's bonds and buy back the company's shares in the absence of other funds. The reserve fund cannot be used for other purposes.

The charter of the company may provide for the creation of a special fund for corporatization of the company's employees at the expense of net profit. The funds of such a fund are spent exclusively for the acquisition of shares of the company sold by the shareholders of this company, for subsequent distribution to its employees.

5. Differences in the disclosure of capital information under IAS and RSU standards

The provision of information regarding capital in accordance with the RSU and IAS standards differs in the following positions:

• in the RSU, grants are reflected in the capital and reserves section
• the RSU does not make adjustments to the amount of the authorized capital in terms of own shares repurchased by the enterprise
• CSF does not require a breakdown to disclose information on various types shares, as well as the par value and value in excess of the par value of shares in the part of capital

There are no significant differences in the definition of types of shares in the RSU and IAS.

6. Eliminate differences

Below is the following example for performing a capital reconciliation under the CSF standards with IAS. The following information was obtained from the balance sheet and accounting registers of the company.

1. account 56 "Money documents." Closing balance RUB 27,000,000 including RUB 20,000,000 for 2 shares purchased from shareholders.
2. account 85 "Authorized capital." Closing balance RUB 1,000,000,000 The following information was obtained from the company's charter - 80 ordinary shares with a nominal value of 10,000,000 rubles. and 20 preferred shares with a par value of 10,000,000.
3. account 87 “Additional capital. “The closing balance in the amount of 500,000,000 rubles includes information on the following sub-accounts:

1. sub-account 87-1 "Increase in the value of property by revaluation." Closing balance RUB 300,000,000
2. sub-account 87-2 "Share premium". Closing balance in the amount of 100,000,000 rubles. represented by 40 ordinary shares.
3. sub-account 87-3 "Values ​​received free of charge". Closing balance in the amount of 100,000,000 rubles. refers to equipment obtained from AOOT Minlk.

1. account 88 "Retained earnings (uncovered loss)." Closing balance RUB 170,000,000 includes information on the following sub-accounts:

1. sub-account 88-1 "Retained earnings of the reporting year". RUB 150,000,000
2. sub-account 88-2 "Retained earnings of past years". 10 rub.
3. sub-account 88-3 "Accumulation funds". RUB 20,000,000

1. account 96 "Target financing". Practically, 29,999,990 rubles were received from the local budget to finance meals in the working canteen.

Now you can prepare a balance sheet in terms of capital according to IAS standards:

Share capital:
All data in rubles

Preferred shares with par value of 10,000,000, 20 authorized shares issued
Ordinary shares with a nominal value of RUB 10,000,000, 80 shares authorized for issue, were issued
Share premium on ordinary shares
Subsidized capital
Increase in revaluation value
Total paid-in capital
Undestributed profits			4.1.,4.2,4.3., 5
Minus: Own shares (2 shares) at par
Total share capital

Note:

Retained earnings of previous years must be added to retained earnings of the reporting year, and a corrective entry must be made to allocate retained earnings to accumulation funds and added to retained earnings for the reporting year (4.1., 4.2., 4.3.). Funding from the local budget is presented as an income related grant and therefore must be deducted from food expenditures (5), which will ultimately increase retained earnings.

7. Disclosure requirements

The Equity Participation (Share Capital) section of the balance sheet in the IAS system should appear as follows:

Share capital

For each class of share capital:

• The number or amount of shares authorized for issue, issued and outstanding;
• unpaid capital;
• Nominal or actual value of shares;
• Movement in equity accounts for the reporting period;
• Rights, privileges and restrictions regarding the distribution of dividends and the payment of capital;
• Debt on cumulative dividends;
• Repurchased shares; and
• Shares reserved for future issues under option and put contracts, including terms and amounts.

Other capital, including movements during the reporting period and any distribution restrictions:

• share premium;
• Increase in value as a result of revaluation;
• reserves; and
• Undestributed profits.