How capital is formed during the organization of a joint-stock company. Share capital. Placed and declared shares

In accordance with the law, the authorized capital of a joint-stock company consists of the sum of the nominal values ​​of the company's shares acquired by the shareholders.

By Russian legislation the nominal value of all ordinary shares issued by a given joint-stock company must be the same, as well as the rights they confer on their owners. In this case, the law proceeds from the interests of stock market participants, for whom the sameness of ordinary shares of the same joint-stock company is more convenient, primarily from the point of view of establishing a single market price, than the simultaneous presence on the market of ordinary shares of this joint-stock company that differ in their characteristics.

The authorized capital determines the minimum amount that a given joint-stock company must have in order to guarantee the interests of its creditors.

The one-time nature of the formation of the authorized capital. In world practice, two approaches to the formation of the authorized capital are used: one-time or sequential foundation. In the first case, at the time of registration, the joint-stock company must have a certain authorized capital in accordance with the requirements of the law. In the second, the law does not establish mandatory requirements for the size of the actually collected authorized capital at the time of registration of the joint-stock company.

According to the law "On joint-stock companies" in Russia, a one-time foundation was adopted, which is considered the most rigid form of creating authorized capital. It is assumed that a joint-stock company can be considered established, i.e., can only start functioning if, at the time of registration as legal entity it has a certain minimum authorized capital.

Minimum authorized capital

The minimum size of the charter capital of a joint-stock company is established by the joint-stock company itself, but it cannot be lower than the level established by law.

In accordance with the law, the minimum authorized capital for an open joint stock company is one thousand minimum wages, and for a closed joint stock company it is one hundred minimum wages.

In the conditions of developed market relations, a joint-stock company is interested in having the largest possible amount of authorized capital, since this dramatically increases its stability in the market, the confidence of creditors, opportunities for growth and bears the advantages inherent in large-scale production.

The established minimum size of the authorized capital is calculated based on the amount of the minimum wage established by federal law on the date state registration joint-stock company (Fig. 9).

Placed and declared shares

The authorized capital of a joint-stock company is the nominal value of shares acquired by shareholders or placed among shareholders. However, the charter of a joint-stock company, in addition to the authorized capital, or the nominal value of the placed shares, by decision of the general meeting of shareholders, may provide for the possibility of an additional issue of shares in case an increase in the authorized capital is required.

The meaning of such a right usually lies in the fact that shareholders' meetings are held once a year, convening an extraordinary meeting requires time and additional costs. Therefore, shareholders, planning that the company will need to increase the authorized capital once or several times during the year in connection with some production projects or to ensure conversion into ordinary shares, provide in the charter for the possibility of issuing shares, called announced in excess of their already placed number, but within certain limits.

Within the limits of the declared shares, a joint-stock company may make repeated decisions to issue additional shares in excess of those placed. In addition, these actions, by decision of the general meeting, can be taken by the board of directors of the joint-stock company without convening extraordinary meetings of shareholders. As a result, the procedure for increasing the authorized capital becomes quite flexible in accordance with changing market conditions and requires relatively less time, which is the most important competitive factor in the market.

So, in relation to the authorized capital of a joint-stock company, there are:

• outstanding shares- these are shares issued by a joint-stock company and acquired by its shareholders; shares, from the nominal value of which the authorized capital of the joint-stock company is made up at a given point in time;
• declared shares- these are shares that the company has the right to place in addition to the already placed shares; shares, the nominal value of which represents the limit of a possible increase in the authorized capital established in the charter at a given moment in time by the meeting of shareholders;
• additional shares- this is a part of declared shares in respect of which a decision was made to place on the market; part of the nominal value of declared shares, by which the authorized capital of the joint-stock company will increase after the completion of the procedure for their issue and re-registration of the charter.

In itself, the presence (or absence) of declared shares in the charter is not regulated in any way and does not affect the size of the authorized capital of a joint-stock company.

Declared shares are one of the forms of shareholders' control over the observance of their rights when the company conducts additional issues.

The structure of the authorized capital. The joint-stock company has the right to issue shares various kinds. As a result, the structure of the authorized capital of each joint-stock company may be different.

The authorized capital consists of the nominal values ​​of all shares issued and placed by the joint-stock company among market participants, both ordinary and preferred.

In accordance with the law, the share of preferred shares of all types at their nominal value cannot exceed 25% of the authorized capital (Fig. 10).

Stages of formation of the authorized capital. The procedure for the formation of the authorized capital is established by law. From the point of view of the time of existence of a joint-stock company, two stages can be conditionally distinguished in the formation of the authorized capital:

• formation of the authorized capital upon the establishment of a joint-stock company, when it is created as an initial one, and the amount of which cannot be lower than the established minimum;
• changes in the size of the authorized capital throughout the entire period of the functioning of the joint-stock company, when it can both increase and decrease.

Formation of the authorized capital at the establishment of a joint-stock company. When establishing a joint-stock company, the authorized capital is determined on the basis of the memorandum of association, and then the charter of the company. The founders stipulate the size of the authorized capital, the categories and types of shares to be placed among the founders, the amount and procedure for their payment.

The procedure for the formation of the authorized capital during the establishment of a joint-stock company is presented in Table. 4.

The procedure for the formation of the authorized capital of the company

Settable parameters	The order of their establishment
Authorized capital	It is established by the agreement on the creation of a company, but cannot be lower than the minimum amount established by law.
The amount of payment for shares to be distributed among the founders	It is established by the agreement on the creation of the company, but not lower than the nominal value of these shares.
Form of payment for placed shares	Monetary or non-monetary. It is established by the agreement on the creation of the company.
The deadline for the founders to pay for the shares	At least 50% within three months from the date of state registration of the company. Fully within a year from the date of registration of the company, unless a shorter period is provided for by the agreement on the creation of the company.

As can be seen from Table. 4, when establishing a joint-stock company, various forms payment for placed shares - both monetary and non-monetary, in which they can be paid for with securities of other market participants, other things, property rights or other rights that have a monetary value. Monetary valuation of property contributed as payment for shares during the establishment of a company is made by agreement between the founders and is accepted by them unanimously.

Before payment of 50% of the shares of the company distributed among its founders, the joint-stock company is not entitled to make transactions that are not related to the establishment of the company. At the same time, none of the founders can be released from the obligation to contribute to the authorized capital. Such obligations are established by an agreement on the establishment of a joint-stock company, which may provide for the collection of a penalty (fine, penalty) for unfulfilled obligations to pay for shares.

The authorized capital is formed within the period established by law or the charter. The law establishes that when establishing a joint-stock company, its shares must be paid in full. As a rule, in this case they are paid by the founders at face value. The payment term is established by the agreement on the establishment of the company, which cannot be more than a year from the moment of state registration of the company. In addition, at least 50% of the company's shares distributed during its establishment must be paid within 3 months from the date of state registration.

Paid-in shares— shares, the payment for which the shareholders have paid in full on time.

The balance sheet of the established joint-stock company on the account "Authorized capital" reflects its total volume, regardless of the actual payment, and the unpaid part is recorded on the account "Settlements with the founders". In this case, the founder receives the right to vote only after full payment of the shares belonging to him, unless otherwise provided by the charter of the company. If the founder has not paid in full the shares belonging to him within the period established by the charter or law, then the ownership of the shares corresponding to the unpaid amount passes to the company. They are referred to as placed until maturity.

Shares placed to maturity- shares acquired and redeemed by the joint-stock company, as well as shares not paid for by the shareholders in due time, the ownership of which has passed to the company.

Previously placed shares that have passed to the joint-stock company in accordance with the established procedure are not granted voting rights, they are not taken into account when counting votes, and dividends are not accrued on them. Such shares must be sold by the company at a price not lower than their nominal value within a year from the date of their acquisition. Otherwise, the company is obliged to make a decision to reduce its authorized capital. Failure to comply with these requirements of the law may serve as a basis for filing a claim with the court for the liquidation of the joint-stock company.

In general, the process of formation of the authorized capital of a joint-stock company in terms of issued shares, their placement and payment is shown in Fig. eleven.

Authorized capital as a basis for market operations of a joint-stock company. The authorized capital should be considered as an important market indicator for a joint-stock company, since its further corporate actions in a number of cases are directly related to the size and condition of its authorized capital.

In table. 5 shows the most common operations performed by a joint-stock company, which are closely related to the state and size of its authorized capital.

The value of the authorized capital in the implementation of corporate operations

Possible corporate actions of the joint-stock company	Authorized capital requirements required for corporate actions
Additional issue of shares by this joint-stock company	The authorized capital must be paid in full
Bond issue	The amount of paid authorized capital determines the maximum allowable volume of bonds issue, if there is no third party guarantee
Decrease in the size of the authorized capital	The size of the authorized capital cannot be reduced below the minimum established by law
Issue of bearer shares	The FFMS sets the percentage of their issue from the paid-in authorized capital
Issue of preferred shares	The nominal value of the placed preferred shares must not exceed 25% of the authorized capital of the company
Formation of a reserve fund	At least 5% of the authorized capital
Size net assets (own funds) joint-stock company	At the end of the second and each subsequent financial year, the value of net assets cannot be lower than the amount of the authorized capital
Acquisition of outstanding shares by the company	Until the full payment of the entire authorized capital, the company is not entitled to acquire the placed shares. The par value of outstanding shares cannot be less than 90% of the authorized capital of the company

As can be seen from Table. 5, the value of the authorized capital is important when:

• issue (both additional shares and bonds);
• control over the share of outstanding preferred shares and the value of net assets;
• determining the minimum volume of the reserve fund;
• determining the maximum volume of outstanding shares acquired by the company.

2.2.1. Structure of own capital.

Securities intended to form or increase one's own companies' capital, aimed at Receiving a profit, which they then share with the holders of these securities, are called capital securities. These include stocks, bonds, shares of cooperatives, investment certificates, mortgage bonds and their varieties.

The capital securities market serves as the basis for the formation of the capital of a joint-stock company.

The equity capital of a joint-stock company includes:

- actually share capital and reserve capital, which is created by deductions from profits (used as a reserve fund) to receive equity capital and to pay dividends during periods of economic downturns.

Securities are the advanced portion of a company's equity capital. The advanced capital has the following structure:

– authorized capital (shares issued at par value);

- the amount received by the joint-stock company when selling shares at a cost exceeding the nominal value (share premium);

– shares issued and distributed among shareholders as dividends at par value;

– the value of shares subscribed for but not fully paid by the shareholders is excluded from the amount of paid-in capital;

- Excluded from the amount of paid-in capital is the cost of own-issue shares bought back from shareholders at a cost agreed with the founders.

The classification of the advanced part of equity capital (authorized, share, additionally invested, unpaid and withdrawn) is based on the principle of its reflection in the accounts accounting and on the company's balance sheet.

In the UK, as in most developed Western countries, such organizational and legal forms of companies as joint-stock companies and partnerships predominate. This indicates the predominance of the share of investment contributions in equity capital. Therefore, equity capital is often viewed as borrowed by the company and subject to return in the future. Sources of formation of funds are divided into two groups - own (share) capital and loan (attracted) capital. Both the first and the second are obligations, debts of the joint-stock company, because sooner or later the funds received will have to be returned. And the advanced capital, which constitutes an insignificant share in the equity capital of such firms, is presented in the financial statements in a rather reduced form (mainly as equity and additional capital).

Similarly, advanced capital is presented in the balance sheets of France and Greece (share capital and share premium), Austria and Sweden (share capital), Australia (declared share capital and shares), Czech Republic (statutory fund and capital funds, including share premium) , Germany (authorized capital), Russia (authorized capital and additional capital).

In Estonia, the advanced capital is divided into:

Share or share capital at par value;

Agio (overestimation / underestimation of the nominal value);

Capital transferred under a donation agreement;

Own shares or own shares (reduce the amount of the advanced capital).

French companies can buy back and sell their own shares only under certain conditions: for transfer to employees, in case of reduction of share capital or for the purpose of regulating the situation on the market if the company is listed (in this case, it can enter into agreements with no more than 10% of the shares) . Repurchased treasury shares are shown on the balance sheet as an asset.

In Belgium, the advanced portion of equity is represented by:

share capital;

Share premiums (the difference between the issue price and the nominal value not subject to distribution);

investment grants.

Unpaid amounts of pledged capital are recorded in Belgium as receivables.

In Ukraine, depending on the stage of formation, the share capital can be: announced, signed, paid, redeemed. The structure of own capital is presented in fig. 2.15.

Equity capital is the abstract value of property owned by the owners of a joint-stock company. The amount of equity shown on the balance sheet depends on the valuation of assets and liabilities. As a rule, the total amount of equity capital only coincidentally corresponds to the total market value shares of the company or the amount that can be obtained by selling the net assets of parts or the joint-stock company as a whole on the basis of the principle of continuity.

Rice. 2.15. JSC equity structure

At one time, the concept of “fictitious capital” was recognized in Marxist literature, which meant not real capital, represented in the form of factories and plants, inventories, machinery and equipment, gold and money, but its reflection in securities. The Marxist interpretation of the essence of shares reveals them as securities that do not create value or surplus value, however, indicates that the fictitious capital represented in shares is closely related to industrial capital, which, in turn, has the ability to self-grow and create value. Fictitious capital, expressed in shares, "emerges and develops on the basis of industrial capital, influencing the process of changing its investment attractiveness."

The latter receive independent movement in isolation from real capital, which they represent in the documentary form of securities. The current stage of the circulation of financial and credit instruments in documentary and non-documentary (in the form of electronic files) forms is fundamentally different from their past state - fictitious capital. A couple of decades ago, the non-cash form of the existence of securities meant entries in special books that were kept by special registrars. Currently, non-cash organization of document management is most often carried out in the form of electronic records, which are virtual in nature. The virtual state completely removes the restrictions (territorial and temporal) from the former fictitious capital and gives it new elements related more to information-cosmopolitan categories than to simple paper documents.

Share capital is the main, basic, initial capital of a joint-stock company, formed by issuing and selling shares. It consists of the funds of shareholders, combined for the purpose of making a profit. In fact, it is a mixed form of ownership. In general, this is the property of a joint-stock company, which is one of the forms of private property, individual or collective subspecies, called joint-stock, or corporate.

During the formation of share capital, there are:

1) unpaid- part of the shares that the shareholders have not yet paid;

2) fully paidny- share capital, formed as a result of the full payment by shareholders of the shares they bought.

Capital in the form of shares is currently the most common, What due to a number of advantages of equity capital. The creation of a joint-stock company allows you to collect significant amounts in a short period of time, which serve as the basis for new production or develop existing organizations. Thus, Russian railways are developing mainly due to the creation of joint-stock companies. Promotions allow short time move funds from one industry to another and between companies, so the economy develops at an accelerated pace. The emergence and development of joint-stock companies and relations between them also changed property relations. In fact, shares are one of the types of private property, it is the collective property of investors (shareholders). By means of transactions for the sale and purchase of shares, the owners of capital change, and this does not affect the existence and well-being of companies in any way. This clearly shows that fixed capital is not a necessity for reproduction, it is necessary only for the creation of an organization. A joint-stock company allows the transfer of the means of production to the employees of the company, which eliminates the need to pay dividends and saves profits. The development of the joint-stock form of capital has greatly facilitated the merging of various capitals, including those operating in various sectors of the economy.

Capital used – these are contributions received from shareholders in payment for the shares placed by the joint-stock company, used by the company to carry out its statutory activities and make profit.

Invested capital- this is the funds invested in the assets of the company by shareholders in exchange for shares and forming part of the equity of the joint-stock company. When sharing profits between shareholders, it is the amount of invested capital that is taken as the basis, the percentage of profit is accrued on the value of shares purchased by the investor. The amount of the contribution is indicated in memorandum of association, in the list of contributors. Thus , the main document confirming the shareholder's ownership of a share in the authorized capital of a joint-stock company is a share - a security that does not have a maturity date.

The capital invested in a share cannot be claimed back by its holder (except in the event of liquidation of a joint-stock company). However, it can be turned into money by selling this paper. The shareholder has limited liability, i.e., is not liable for the obligations of the company as a whole. An investor cannot lose more than he has invested in a stock.

The authorized capital at the time of the creation of a joint-stock company is the aggregate of assets paid for the shares issued by the joint-stock company, which is equal to their total nominal value.

Volkova O. N. Accounting in the UK // Accounting. 1999. No. 9. S. 96–102; Richard J. Accounting: theory and practice / Per. from French; ed. Ya. V. Sokolova. M.: Finance and statistics, 2000. 160 p.; Ostrovsky O. M., Kovalev V. V.. Integration of Russia into the international accounting community // Accounting. 2002. No. 5. S. 73–78; Hammer ya in. Conservatism as a basic principle of accounting: German experience // Accounting. 1999. No. 8. S. 105–108.

Linnax E. The Book of Accounts / Per. with Estonian A. Svirina; editors: V. Weingort, L. Pavlova. Tallinn: First Hand Publishing House, 1996. 212 p.

Sokolov Ya. V., Semenova M. V. Accounting in France // Accounting. 2000. No. 5. S. 69–77.

Previous

In the balance sheet of a corporation, the share of owners is called shareholders' equity, as shown below.

Note that the equity section of the corporate balance sheet has two parts: (1) share capital And (2) retained earnings. Share capital represents the initial investment of shareholders in a corporation. Retained earnings - profit received by the corporation since the beginning of the commercial activities net of losses, dividends or equity transfers.

In many countries, the amount of retained earnings is the basis for calculating the maximum possible distribution of past profits to shareholders. Retained earnings are not funds to be distributed to shareholders. Retained earnings represent earnings reinvested in the corporation.

In accordance with the principles of completeness of information reflection, the “Share capital” section of shareholders’ equity of the corporate balance sheet contains significant information about the share capital of the corporation: types of shares, their nominal value, the number of shares authorized for issue, the number of shares issued and in circulation. The information contained in the Equity section of shareholders' equity is the subject of the remainder of this chapter. A detailed discussion of retained earnings is given in the chapter on earnings and retained earnings.

Share capital

The unit of ownership in a corporation is a share. The shareholder receives a share certificate showing the number of shares in the corporation that shareholder holds. He can transfer his property as he sees fit. To transfer to another person, the owner of the share must sign the share certificate and give it to the secretary of the corporation.

IN large corporations listed on specially established stock exchanges, it is difficult to keep records of shareholders. Such corporations issue millions of shares, and within a single day, several thousand shares may change hands. Therefore, such corporations often appoint independent registrars and transfer agents, which are usually banks or trust companies that perform secretarial functions. They are responsible for conducting the transfer of shares of the corporation, maintaining the register of shareholders, compiling the list of shareholders for shareholders' meetings and paying dividends.

When issuing shares, corporations often involve underwriters who act as intermediaries between corporations and potential investors. For a fee, usually less than one percent of the sale price, the underwriter secures the sale of the shares. In the equity and share premium accounts, the corporation records the amount of net proceeds from the issuance of shares, i.e. the amount paid for shares by purchasers, net of underwriter's fees, legal fees, certificate printing costs, and other costs directly attributable to the issuance of shares.

Capital authorized for issuance

In most countries, when a corporation applies for registration, the draft articles of association must specify the maximum number of shares the corporation is allowed to issue. This amount represents the capital that is allowed to be issued. Most corporations receive permission to issue more shares of stock than is necessary at the time of their incorporation. This allows the corporation to issue more shares in the future to raise additional capital.

For example, if a corporation plans to expand its operations in the future, then unissued shares, permitted in the articles of association to be issued, will be a possible source of capital. If all of the authorized capital was issued at once, then the corporation would have to apply to the state for permission to amend the charter to increase the number of shares in it authorized to be issued.

The articles of association also indicate the face value or nominal value of those shares that were allowed to be issued. The face value, or face value, is an arbitrary amount, often set by law, that must be printed on each share. This value is reflected in the "Share Capital" accounts and represents the authorized capital of the corporation.

The authorized capital is equal to the number of issued shares multiplied by their nominal value; it is the minimum amount that can be shown as share capital. The face value, or par value, is usually not comparable to the market or book value of the shares. When a corporation is created, an entry can be made in the general ledger showing the number and description of shares authorized to be issued.

Issued and outstanding capital

Issued capital represents shares sold or otherwise transferred to shareholders. For example, a corporation is allowed to issue 500,000 shares, but the corporation may choose to issue only 300,000 shares at the time the corporation is organized. The holders of these 300,000 shares own 100% of the property of the corporation. The remaining 200,000 shares are unissued. They do not confer any rights or privileges until they are released.

Capital in circulation are shares issued and outstanding. A share is not considered to be outstanding if it has been redeemed by the corporation that issued it or returned to that corporation by a shareholder. In such cases, the number of shares issued will be greater than the number of shares outstanding. Those issued shares that have been repurchased and held by the corporation are called treasury shares, which we will discuss in more detail later in this chapter.

Ordinary shares

A corporation can issue two main types of shares - ordinary and preferred. If only one type of shares is issued, then they are called ordinary. Ordinary shares are the residual equity of a corporation.

This means that in the event of liquidation of the company, the turn to satisfy the claims of holders of ordinary shares comes only after the turn of all creditors and holders of preferred shares. Since common stock is usually the only stock that gives its holders the right to vote, it is a way to control the activities of a corporation.

Equity capital is the net worth of the enterprise, in other words, what will remain if all financial loans and investments are paid off by the enterprise. The remaining amount allows us to represent the share of the enterprise that is owned by its shareholders, the investment system with ordinary and additional shares, etc.

Share capital - the monetary (financial) position of a joint-stock company, which is formed due to the fact that a number of personal financial capitals are combined into one in order to attract investors; for this, the procedure for selling shares and bonds is applied.

The joint-stock form of capital contributes to the creation of a system of production, which is required by a joint-stock company. As a rule, investors tend to buy shares only from high-performing companies that have high returns and pay large dividends to their shareholders. Usually these are firms that are popular in the market for products / services.

Joint stock companies There are two types: open and closed. Open joint-stock companies are such companies in which shares are distributed without any restrictions for all interested investors. Closed joint-stock companies - in which shares are placed only in the group of founders. Closed companies form the primary securities market.

The share capital of the organization is formed either from the funds that were directly invested in the business project by investors, or from the profit that was earned by the organization and reinvested in the business project.

Shareholders' equity is the "own capital" (or "net worth") of an organization.

There are three types of share capital:

• fixed capital - this is the share of capital that is used in the production process and which transfers its value to the released goods in parts, its price is fixed in the company's statutory documentation;
• subscribed capital - these are shares issued by a joint-stock company in a certain time period and for the purchase of which investors agreed and subscribed;
• paid-in capital is a fixed share of the authorized capital, which is expressed in the value of all acquired shares.

Equity capital can be viewed from two perspectives:

1) capital for production– industrial premises, warehouse buildings, technical equipment;

2) securities- shares and bonds of the company, which serve as the main confirmation that the organization has a certain amount of financial resources.

In accordance with the law, the capital of a joint-stock company is formed from the aggregate of the initial cost of the shares of the company that were acquired by investors.

In order for a joint-stock company to be able to withstand competition in the market and to guarantee and defend the positions of its investors, with the help of the authorized capital, the amount of financial resources that the company of shareholders can use in the course of its activities is established.

What is the share capital structure

An important interest in terms of the sources of creation and role in the activities of a joint-stock company is the structural component of the share capital. It is formed from five elements.

1. Authorized capital

Expressed in the original price of common shares, is financial basis, the property base for further activities of the joint-stock company.

When forming a joint-stock company, the main production assets are bought with the personal financial resources of its founders, who form the share capital.

2. Additional capital

The second component of the capital of a joint-stock company is additional capital. It is created under the influence of a decrease in the financial value of the company as a result of the revaluation procedure, donated property from individuals and legal entities, profit from the sale of shares using the difference between the initial price and the price at which the shares were sold, gratuitous transfer of personal property of the enterprise to other persons. At the same time, the change in the volume of components of additional capital is interconnected with an increase or decrease in the volume of the authorized capital of a joint-stock company.

Thus, the result of the procedure for revaluing the financial value of the company changes the authorized capital of the joint-stock company by a proportional amount. The initial price of the placed shares is either increased (decreased) by the percentage of changes, or an additional procedure for issuing shares is carried out on the basis of the revaluation result, which is distributed among the participants of the joint-stock company in proportion to their shares in authorized capital.

3. Reserve capital

It is created on the basis of the company's net profit and is used for specific purposes: compensation for unprofitable operations of the company, absorption of bonds of a joint-stock company, acquisition of shares of a joint-stock company. In accordance with the Federal Law of the Russian Federation "On Joint-Stock Companies", the volume of the company's reserve fund cannot be less than 15% of the authorized capital of the joint-stock company, and the maximum amount of reserve capital varies from 10% to 40%.

4. Retained earnings

This is one of the components of equity capital, which is the main source of financial development of the company. The authorized capital is increased when a positive assessment of the investment project is given, which has a focus on the use of retained earnings. Within the framework of such a project, an issue is announced, and the initial price of the placed shares is included in the authorized capital of the company.

Retained earnings may be invested in fixed assets, held as cash balances or marketable securities, used to fund takeovers of other firms, to roll over loans to customers, to pay off loans, or to increase liquid assets. Compared to raising new capital by borrowing or issuing shares, retaining a portion of profits is an alternative and simpler method of financing.

5. Funds special purpose and earmarked funding

They are created based on the financial profit of the company, financial resources of shareholders and other sources. The main task of such funds is to carry out the technical and social development of the joint-stock company.

For example, the savings fund is spent on improving technical equipment, increasing existing industrial premises, expanding the range of products, conducting research, etc.

And the funds of the fund social development are used to maintain a favorable social atmosphere in the company.

What is share capital

Since the company is called a joint-stock company, it is logical that its authorized capital consists of shares that were purchased by the participants in this company.

Promotion- is a registered security that approves the following points:

• the right of its owner to extract a share of the profit of the joint-stock company in the form of dividends;
• the right to participation in the management of this company of shareholders;
• the right to a share in the ownership of the company, which remains after its reorganization.

The share has one very important advantage - it is able to concentrate large capital in a relatively short time period without obligations to return it. For this security, this can be called the main plus in the field of investment.

The law establishes the issue of exclusively registered shares, but there is also a group of bearer shares issued subject to a certain ratio to the volume of the company's fixed capital in accordance with the accepted normative indicators of the Federal Financial Markets Service.

The subject of rights for a registered share is a member of a joint-stock company registered in it - in the form when selling a share, the full name of the shareholder or the name of the organization is written. In this regard, in order to exercise the rights provided for by this action, it is required to provide information about its owner. This information is recorded in the database of the participants of the joint-stock company. Such organizations are required by law to maintain a register of shareholders.

Shares in documentary form are securities issued by a share certificate issued in accordance with the requirements of the State Commission for Securities and the Stock Market.

Shares in non-documentary form - securities issued by a global certificate, which indicates the total volume of the registered issue of shares. It must be kept in a depositary chosen by the joint-stock company. The main difference between these two forms of shares lies in the amount of rights granted to their owners.

Shares are issued by shareholder companies of open and closed types. The status of shares as securities, depending on the type of joint-stock company, remains unchanged, but there are also similarities and differences in the circulation of shares of OJSC and CJSC:

1. shares of an open company of shareholders freely circulate on the secondary market, but shares of a closed company are issued outside this company only if its participants do not show a desire to buy them;
2. participants in a closed company of shareholders have an advantage in the right to purchase shares that other participants in the company wish to sell at the cost that another person will announce;
3. shares of an open society can be made public both by secret subscription and by open subscription;
4. the smallest amount of shares that a company can issue is 1 share, in a situation where the parent organization is wholly sponsored by one owner, respectively, becoming the sole owner of the shares. It is likely that the entire volume of shares was bought out by one person, and subsequently their conversion was carried out;
5. the largest volume of shares issued by a company of shareholders is not regulated by anything;
6. a share is a perpetual type of securities that does not have a certain time period of redemption;
7. the rights to one share, which it accordingly grants, cannot be divided among a group of its owners, such shareholders are the sole owners;
8. the lowest initial share price cannot be limited to anything, the most popular can be called shares of 1000, 10 thousand rubles, 100 thousand rubles. and above, the issuance of shares with a par value of more than 100 thousand rubles, as a rule, is carried out for legal entities;
9. one should see the difference in two concepts - the share itself and the share certificate. A certificate is a personal certificate confirming the ownership of a certain amount of shares of the person indicated in it.

nominal cost all standard stocks should be set at the same level. In addition to the distribution of standard shares, a joint stock company has the right to distribute one or more types of preferred shares. The initial price of the placed preferred shares must not exceed 25% of the company's equity capital. Such information is specified in Article 25 of the Federal Law "On Joint Stock Companies".

When creating a joint-stock company, the entire volume of its shares must be divided among its founders, since all of them must be registered.

fractional share vests its owner with the rights that are granted by a share of this type in the amount corresponding to a share of the whole share. For the procedure of displaying in the charter of a joint-stock company the full volume of distributed shares, all sold fractional shares are summed up, but in a situation where this summation results in a non-integer number, the volume of shares is fixed in the charter of a joint-stock company as a fractional number.

The articles of association of the company must define the volume, the initial price of the shares purchased by the participants of the joint-stock company, and the rights that the sold shares provide. Shares purchased and repurchased by a joint-stock company, as well as shares owned by a joint-stock company, are placed until their redemption.

The charter of a joint-stock company may establish the volume, initial price, types of shares that the company has the right to distribute in addition to the already existing placed shares, and the rights that these shares provide.

The decision to introduce additions and/or amendments to the charter of a joint-stock company relating to the provisions on declared shares shall be taken only by the full meeting of shareholders of the enterprise's joint-stock company.

How is the formation of share capital

A joint-stock company, through the creation of an authorized capital, combines the financial capital of each contributor (investor) for the implementation of commercial activities in large volumes. This procedure is carried out by placing its shares, the sum of the processes of which is usually called an issue.

The procedure for issuing shares is controlled by state laws. The issue of shares can be both during the creation of an ordinary joint-stock company, and in the course of its work, when it becomes necessary to increase the volume of the authorized capital.

The issuance of shares is usually carried out by attracting underwriters are the specialized personnel of the stock market.

The underwriter, by agreement with the issuer, assumes a number of responsibilities for the creation and placement of securities for a certain fee. He is engaged in servicing all stages of the issue, such as: its argumentation, selection of criteria, preparation of the necessary package of documents, registration with state bodies, placement in the circle of depositors.

A joint-stock company issues shares for the first time upon its establishment. In the future, throughout its development, it repeatedly refers to the issue of shares as the volume of the company's activities increases. Depending on when the shares are issued, emission can be primary and secondary.

The initial issue of shares can be carried out either when a joint-stock company is created, or at the moment when the issue of a certain type of shares occurs for the first time. For example, an emerging joint-stock company creates its first shares. This may include a situation where a joint-stock company, which up to this point has issued only ordinary shares, decides to issue for the first time for use, for example, its convertible bonds. Secondary issue - the second and all subsequent editions of any type of shares.

The issue of shares can be carried out in three ways.

1. Share distribution- their distribution among in advance certain group persons without signing a contract of sale. Issuance by distribution is only relevant for shares, not for convertible bonds. This method can be used in the procedure for creating a joint-stock company or when they are distributed among its co-owners (for example, when paying dividends in shares).
2. Subscription– Distribution of shares by signing a sale and purchase agreement. It comes in two types: open or closed. Closed subscription is the distribution of shares among a group of investors known in advance. Public subscription - the distribution of shares among an unlimited group of investors on the basis of general public disclosure.
3. Conversion- spreading specific type security by exchanging it for another type of security on a predetermined basis.

Main normative documents , which regulate the emission process, can be called the following:

• Federal Law of the Russian Federation "On Joint Stock Companies" (1995);
• Federal Law of the Russian Federation "On the Securities Market" (1996);
• Federal Law of the Russian Federation "On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market" (1999);
• Instruction of the Bank of Russia dated December 27, 2013 No. 148-I “On the Procedure for Implementing the Procedure for Issuing Securities of Credit Institutions on the Territory of the Russian Federation”.

The procedure for issuing shares consists of the following main stages:

• approval of the decision to create shares;
• state registration of the issue of shares;
• issue of share certificates (if they are issued in the form of a document);
• distribution of shares;
• the procedure for registering reporting documentation on the results of the creation of shares;
• adjustment of the charter of the company of shareholders.

If the distribution of shares is carried out in a group of investors that exceeds 500 contributors in number, and (or) if the size of the issue is more than fifty minimum wages, then this process includes the following additional items:

• registration procedure for the prospectus;
• disclosure of data specified in the prospectus;
• disclosure of data specified in the reporting documentation on the results of the share issue.

Decision to issue shares approved on the basis of the decision on their placement. The decision to issue securities of a business company is approved by the board of directors (supervisory board) or the body exercising the functions of the board of directors (supervisory board) of this business company. The decision to issue securities of legal entities of other organizational and legal forms is signed supreme body management and must be approved no later than six months from the date of the decision to place them.

The decision to issue shares is recorded in the relevant document, which must contain the following information:

• type of issued shares, its category and type, indicators;
• form of publication (documentary or non-documentary);
• form of storage (individual or centralized storage);
• initial share price;
• list of shareholder rights;
• volume of issued shares;
• the procedure for distribution of shares: the method by which the distribution of shares will be carried out, the cost and rules for its establishment, the method of payment for the purchase of shares, etc.

The issuer has the right to fix in the decision on the issue of shares restrictions related to the volume of shares or their initial price, which can theoretically be owned by one shareholder, and on the purchase of its shares by investors who do not have state registration in Russia.

If we are talking about a closed subscription, then in the decision to issue shares, a group of contributors is fixed, within which they will be distributed.

If we are talking about the distribution of shares among the participants of the shareholder meeting, then the source is prescribed, with the help of which the authorized capital of the company is expanded.

A prerequisite for registration of the issue is the development of a prospectus for the issue of shares. A share issue prospectus is a type of document in the form adopted at the legislative level, which includes data about the issuer, the state of the financial affairs of his company and the forthcoming issue of shares.

This document is divided into five sections.

• Section A - issuer data

The data on the issuer are deciphered as follows: the name of the issuer is indicated (in the case of a newly formed issuer, the names and names of the founders are indicated), its legal address (and full information about branches, if any), data on the state registration of the issuer are given, the governing bodies of the issuer are described in detail (including the shares of managers in the authorized capital of the issuer and up to the track record of managers for the last five years). If the issuer is an organization existing at the time of issue and, for example, is transformed into a joint-stock company, then a list of all legal entities in which the issuer owns more than 5% of the authorized capital is additionally provided, and information is provided on persons owning at least 5% of the authorized capital issuer.

• Section B - data on financial position issuer

Annual financial statements are submitted standard forms and in the amount in accordance with the requirements of the Ministry of Finance of the Russian Federation for three completed financial years preceding the date of approval of the decision to issue securities, or for each completed financial year from the moment of formation, if the issuer has been operating for less than three years, certified by an independent auditor.

• Section B - information about previous issues of securities

This item includes information about previous issues of shares in full decryption. It must correspond to the data that are recorded in the decision to issue shares. It also specifies the start and end dates for their distribution, the state body that carries out the registration procedure.

• Section G - information about placed shares

This section contains information about a reissued share. It duplicates the information specified in the decision on the issue of shares, contains information on restrictions on the issue, in case of underdistribution of which the issue of shares will be recognized as failed. It also contains the procedure for preserving and accounting for rights under the issued share.

If an underwriter is involved in the distribution of shares, then data about him and the existing agreement with him are indicated.

This paragraph displays the use of means of distribution of shares and the features of the procedure for taxing profits on them.

• Section D - Additional Information

This section includes data that the issuer wishes to disclose to potential shareholders. For example, he prescribes a number of restrictions on the circulation of shares, the main points for the sale of shares, etc.

Share capital and state registration of shares

All issuance securities (all issues of shares or bonds) must pass the state registration procedure without fail.

The registration process with state bodies contains the statement:

• decisions to create a security;
• prospectus of securities in the situation if the creation of securities requires its formation;
• securities forms.

The state documentation fixes the time period during which the issuer is obliged to submit securities for registration. It is one month in the following situations:

• state registration of the issuer as a legal entity, when the shares are divided among the owners of the company; within one month after personal registration the issuer is obliged to register the issue of its shares;
• when creating convertible shares or bonds by an open joint-stock company.

In all situations, the documentation for the state registration procedure must be submitted within 3 months from the date of approval of the decision.

A list of documents required for the state registration procedure, as well as grounds for refusal of registration, is legally formed. The state body that carries out registration, conducts it or makes a reasoned decision to refuse state registration within one month from the date the issuer submits a package of documents for state registration.

The reasons for issuing a denial of state registration may be the issuer’s failure to comply with the provisions of the legislation on the creation and circulation of securities, the provision of an incomplete package of documents for registration, the filing false information about itself, late payment of the required taxes related to the issuance process.

The registering state body is responsible only for how completely the data contained in the decision on the creation and the issue prospectus are indicated, but not for their veracity (the issuer is responsible for it).

Prior to state registration, it is prohibited to carry out any actions for the placement of shares, including their advertising campaigns or any other transactions.

After issuing the state registration number, the issuer in the situation of a documentary issue is obliged to prepare the securities themselves for sale. Blanks of securities are issued by printers under licenses issued by the Ministry of Finance and must have a number of levels of protection against counterfeiting. As a rule, printing houses do not issue forms of the securities themselves, but certificate forms, which are evidence of the possession of a certain percentage of shares. These forms are filled in by the issuer as they are sold on stock market.

How equity is managed

Equity management - this is the sum of directed actions to increase or decrease the volume of the organization's own funds or their components, aimed at optimizing the investment system, the cost of capital or the formation of shareholder value.

In the field of equity management, enterprises, depending on changes, allocate three main directions.

1. Increase in share capital

In the course of economic activity, the property of a joint-stock company may change both upwards and downwards. These fluctuations can have a positive or negative impact on the authorized capital of a joint-stock company as one of the components of the company's property.

A likely method of attracting investment in situations where an organization needs long-term investment is debt or equity financing. Several instruments combine the criteria of both types of funding, and together they create a blended funding group.

Equity financing, unlike debt financing, implies a high level of openness of the organization, which can be a reason for attacks from competitors. These kinds of fears stop business owners from using this method financing, which is expressed, for example, in a small percentage of shares that the owners agree to release for free use.

Issuer options and warrants aimed at motivating interest in effective development and growth of the organization.

An issuer option is an issuance security that fixes the right of its owner to acquire the specified number of shares of the issuer of this option at the value fixed in the option within the time period specified in it and / or upon the occurrence of the circumstances prescribed in it. This option is a registered security. The cost of placing shares in compliance with all requirements for options is calculated in relation to the value specified in this option.

A warrant is a US call option written by an issuer on its own securities. Stocks are an example. A warrant differs from an issuer's option in the time period of its circulation. Abroad, the warrant is one of the important tools in the fight against hostile takeovers.

2. Decrease in share capital

As in the situation with an increase in the amount of share capital, its decrease can be carried out by reducing the share of the company's authorized capital.

In this case, the volume of the authorized capital can be reduced by:

• decrease in the nominal price of shares;
• reduction in the number of shares.

3. Change in the share capital structure

Transformation of the structure of equity capital as a process of capital management does not entail changes in the entire volume of this capital, but is aimed at a significant change in its internal components. The tools for systematizing the company's share capital are the consolidation and segmentation of shares, decisions on which are made exclusively at a meeting of all shareholders of the organization.

Stock segmentation is the process of converting one stock into a series of smaller ones of the same category or type. As a result of the conversion, the volume of new shares owned by shareholders is calculated using the split indicator.

The share split as a tool for equity management is necessary both to optimize trading and calculation processes, and to facilitate the process of consolidating business projects. First, high-value stocks pose a serious risk to the investor, as they often have a high level of price volatility. Secondly, with a strong spread in the value of shares of organizations, it is impossible to make accurate calculations on the process of evaluating shares. Therefore, the splitting of expensive shares will greatly simplify the process of consolidating a business project in the field of forming a single share.

Consolidation of shares is a procedure for the transformation of shares, during which a number of shares are combined into a group of the same type. As with the share segmentation process, a special calculation is required to calculate the exact number of shares that are owned by shareholders. For this process, this indicator is called the reverse crushing ratio.

In a situation with the consolidation of shares, the main task of this process is to increase the investment attractiveness of the paper for investors who are afraid of depreciated securities. And in this situation, the pooling of shares can affect the creation of a more positive opinion among investors regarding the share capital of the organization.

As another tool for managing equity capital, one can consider the synthesis of segmentation and consolidation of shares.

What is the cost of equity capital

Equity cost(cost of equity) of the organization is equal to the return that the investor expects by investing financial resources in the assets of the company. Calculating the expected profitability of a stock is quite difficult, since it is formed from two components:

• future dividends,
• anticipated increase in share price.

Dividends are much easier to predict, but it is practically impossible to predict the upcoming increase in the value of shares with any satisfactory accuracy. Theoretical models are used to calculate the expected return, or cost of a company's share capital.

The most popular method for determining the cost of equity is the valuation model financial assets (Capital Asset Pricing Model).

A typical calculation of a financial asset pricing model reflects the interaction between risk and expected return:

ra = rf +β a(rm – rf),

where rf is the risk-free rate, βa is the beta value of the security (the ratio of its risk to the risk in the market in general), rm is the expected return, (rm - rf) is the exchange premium.

The starting point of this model is the risk-free rate. This is usually the yield on ten-year government bonds. To it are added payments to depositors in the role of compensation for the additional risk to which they are forced to agree. It includes the expected return from the market in general minus the risk-free rate of return. Risk rewards are multiplied by what Sharp called "beta".

The only measure of risk in this model is the β-index. It determines relative volatility, i.e., indicates how much the value of a particular stock changes relative to the stock market in general. This index is calculated by statistically examining the individual stock's daily returns relative to the stock market's daily returns over the same time period.

"Beta" reflects the amount of compensation that must be paid to depositors for additional risk.

Using this index, it is rather difficult to predict how specific stocks will perceive fluctuations in the stock market. Investors can generally conclude that high beta stocks will fluctuate more than the market as a whole, while low beta stocks will fluctuate less.

It has great importance for people who manage funds, as they don't want to keep the funds if they feel the market is down. In this situation, they are able to hold only those stocks that have a low β-index. Investors can create a portfolio of shares based on their personal requirements for profitability and risk.

The financial asset pricing model has contributed to the growth in the use of indexation to create a portfolio of stocks that mimics a particular market, by those who wish to minimize risk. This is largely due to the fact that based on this model to obtain big profit ness than in the market is generally possible, taking an even higher risk.

CAPM is by no means a perfect model. But it helps savers figure out how much they are entitled to in return for risking their personal financial capital.

How to Calculate Return on Equity

Return on equity(Eng. Return On Equity (ROE)) - the total net profit, which is expressed as a percentage in relation to the amount of share capital. The return on equity is a measure of a company's profitability, showing how much profit an organization brings in relation to the total amount of financial resources invested by shareholders.

ROE is written as a percentage and is calculated using the following formula:

where Net Income is net income;

Shareholder's Equity - the amount of share capital.

Net income is indicated for a fixed time period - for the entire financial year (its value is recorded before the process of deducting dividends to owners of ordinary shares, but after deductions to owners of preferred shares). The share capital does not contain preferred shares.

On practice there are several varieties of this formula that are used by investors.

1. Investors who need to track returns on common stock modify the above formula by subtracting preferred stock dividends from net income and also subtracting a percentage of these shares from the company's total share capital. In this situation, the formula will look like this:

where ROCE is the return on common equity;

Net Income - net income;

Preferred Dividends - a set of dividends on all preferred shares;

Common Equity - the amount of common share capital.

1. The return on equity can be calculated as follows: net income divided by the company's average share capital. This value is calculated as the arithmetic mean of the amount of share capital at the beginning and end of the financial year.
2. Investors can also calculate changes in return on equity over a specific time period. First, the amount of equity at the beginning of the period is taken, and then the value of the return on equity at the end of the period is calculated. The calculation of the return on capital at the beginning and end of the period provides the investor with the opportunity to trace changes in the return on equity.

Also, this term can be translated as "income on equity" (RONW).

How employees can participate in share capital

The most diverse innovations in the field of financial incentives have recently been reflected in the formation of systems for the participation of personnel in the share capital of the organization, which help to motivate employees more strongly. This is embodied with the help of a stronger "binding" of the company's employees to the results of the organization's work, creating a sense of complicity and involvement in the work process.

The participation of employees in profits is carried out in the form of transfers to “employee unions” of a percentage of the income of the current year using a preferential tax regime. The formation of personnel ownership occurs through the investment of financial resources in manufacturing process on special conditions savings from wages. The work experience required for participation in the share capital is set for a period of one year.

The participation of employees in profits has urgent and delayed plans:

• urgent plans - transfers are made urgently from the income of the current year and deducted immediately after the results of the labor activity of production are calculated;
• deferred plans - employees of the organization are deducted the corresponding payments with an increase in the interest rate (as a rule, this happens before retirement).

Delayed participation forms workers' unions (foundations) that can take advantage of tax breaks. There are also preferential regimes for granting shares. Investments of employees in monopolistic associations are exempt from taxes for the duration of the blocking. The sale of shares is carried out at a discount of 10% from the exchange rate.

Expert opinion

It is worth offering shares to employees only if the business is sustainable

Vladimir Yakovlev,

Chairman of the Board of Directors and owner of Absolut, Arkhangelsk

At the time when I was working in the bank, we offered shares to middle managers. Each manager received 3% of the shares of our bank and moved to the status of a minority shareholder of the bank. The totality of all the shares received by the managers was such that even if they were combined, the managers did not have the right to influence the adoption of any decisions.

At the beginning of this process, the situation developed quite well: the owners of the shares carried out their labor obligations much more carefully than other employees, they stayed after hours, took the formation of documentation more seriously, tried to maintain a high level of customer service of the bank. A problematic situation arose when the first co-owner wanted to resign from his position and sell his shares. In a joint-stock company of our type (closed), the other co-owners of the bank have the advantage in buying back shares, that is, in our situation, it is the staff, and the board of directors must set the value of the shares and approve the purchase. But to collect all the directors because of such a small amount seemed to us not serious. In this regard, the shares could not be realized in any way. As a result, this small problem became known to all the staff, and equity involvement lost its effectiveness. The bank employees no longer took the shares seriously, because, having possessed them, the manager could not do anything with them. The bank was later closed, and the staff never received their dividends.

Based on my experience, I can say that it is worth offering shares to company employees only if your business project is stable, if you have a clear plan for its development, and if you have formulated indicators for evaluating the contribution of staff to final result company activities. A minority shareholder must clearly understand what he is working for and what individual results he must achieve in order to increase profits. If you offer options instead of shares, then the agreement must specify how long the employee is obliged to work in your company after the purchase of shares, what will happen in the situation of his dismissal or leaving for a company competing with you, under what conditions the company will be able to acquire these shares.

Expert opinion

Gave away half of the shares to irreplaceable employees to keep them in the company

Anton Borush,

Executive Director company "Aikudemi", Moscow

Our organization creates software for printing equipment. Our company employs fifteen programmers - exceptional professionals with extensive experience in this field. The employees are very valuable and under no circumstances do we want to lose them.

The amount of the minimum wage for such a programmer is 80,000 rubles, but the likelihood that he will move from us to another company is at a high level, since such personnel are in great demand in the labor market. In addition to the problems of retaining such personnel, serious difficulties arise in the process of monitoring labor activity these employees, as this requires special knowledge and skills.

In order for the staff to work more efficiently, we made 10 developers co-owners of our company. All programmers are listed in the company as part of a consortium. 50% of the company's shares were divided between them, while each programmer could get no more than 10% of the shares, and a specific percentage directly depended on his individual contribution to the success of the company. In order to participate in the share capital, it was necessary to fulfill one condition - to provide a 100% result within a specified time period, without delays or delays.

As a result, we were able to retain valuable personnel in our company and increase the effectiveness of their activities: the speed of creating and issuing collateral has doubled. One of the developers quit, but nevertheless he is still a co-owner of the shares and continues to help the company. According to the results of 2012, the first distribution of dividends took place - 10 million rubles were distributed among 10 programmers in accordance with their shares of equity capital.

Information about experts

Vladimir Yakovlev, Chairman of the Board of Directors and owner of the company "Absolut", Arkhangelsk. Absolut LLC. Field of activity: repair and construction works. Number of employees: 40. Increase in profit: three times (for the first half of 2012 compared to the same period in 2011).

Anton Borush, executive director of Aikudemi, Moscow. "Aikudemi" LLC. Fields of activity: development, production and sale of devices and software for digital printing; creation and sale ready-made businesses Sun Studio (interior design and decor); development of an international dealer network for the sale of digital imaging equipment. Territory: headquarters - in Geneva (Switzerland); offices in Hong Kong, Guangzhou (China), New York (USA) and Strasbourg (France); head office in Russia - in Moscow, branch - in Novosibirsk. Number of personnel: 110 (in Russia). Annual turnover: 500 million rubles. (in 2012; across Russia).

LECTURE #12

Lecture plan:

1 Joint stock companies: genesis, content, evolution.

2 The essence of share capital and forms of its manifestation.

3 Securities: essence, role, main types. Issues of corporatization in a transitional economy.

In this topic, attention should be paid to the assimilation of a complex of problems related, firstly, to the process of emergence and evolution of joint-stock companies; secondly, with the essence, forms of manifestation of equity capital and its significance in a market economy; thirdly, with the specifics of the formation of joint-stock companies in a transitional economy.

A retrospective analysis of economic processes shows that the formation of joint-stock companies (companies) is inextricably linked with the development of the banking system and credit relations. In countries with developed market relations, the vast majority commodity mass belongs to joint-stock companies, that is, those that belong not to an individual capitalist-entrepreneur, but to a group of capitalist-shareholders. Yes, in countries with a market economy, joint-stock forms of farming account for 30-40% of production assets.

The economic and social function of corporatization has been playing a significant role in economic life. The main thing in which modern joint-stock property reveals itself is the mechanism for creating a flexible system economic ties between business entities, which are formalized in the form of cross and chain ownership of shares.

1. Joint stock companies: genesis, content, evolution

Joint-stock companies arose quite a long time ago, which was predetermined primarily by the needs of development productive forces at the appropriate stage in the evolution of capitalist production*.

* The first joint-stock companies arose in England (the English East India Company, in 1600) and in Holland (the Dutch East India Company, in 1602). Then, in the XVII and XVIII centuries. joint-stock companies were created in France, Germany, Denmark and other countries. In the 19th century such societies got significant distribution, and in the XX century. the joint-stock form of enterprises has become dominant in all developed countries. In SENA, for example, joint-stock companies currently account for more than 90% of the gross industrial output.

Over time, the creation of large, technically well-equipped enterprises with a significant share of fixed capital and long construction periods required significant investments, which far exceeded the funds of individual capitalist entrepreneurs. At the same time, even a bank loan could not unleash the emerging contradictions. First, a bank loan can be granted to an individual capitalist in amounts that do not exceed the value of his own property because the return of the loan must be guaranteed. Secondly, a bank loan, as a rule, is granted for a certain limited period. That is why the need arose for a special form of centralization of capital, which is capable of overcoming these limits of bank credit. Joint-stock companies are such a form.

Reasons for the emergence and essence of joint-stock companies

The emergence of joint-stock companies (JSC) is associated with the development and improvement of productive forces. The concentration and specialization of production gradually expanded the scale of economic ties between enterprises. The increase in production volumes required the search for new ways to deliver goods to their destination. Outdated modes of transport were replaced by more advanced ones, the operation of which was associated with large investments. Consequently, one entrepreneur was not always able to finance the entire complex of works (for example, the construction of a railway, open-hearth furnaces, etc.). Objective need for further improvement technical means production was intensified by the desire of entrepreneurs to receive each time a greater return on invested capital.

Thus, the main reason for the emergence of joint-stock companies lies in the contradiction between the growing volume of production and the limited size of individual capital. Along with this, one should weigh the constant competitive struggle and contradictions in the capitalist class. On the one hand, the struggle continued between different groups of functioning capitalist entrepreneurs for priority obtaining profitable loans from banks. On the other hand, there was also a struggle between functioning entrepreneurs and owners of borrowed capital for the distribution of profits (that is, for the size of their income). It should also be noted that social production develops unevenly, in the form of economic cycles, which predetermines the uneven supply of loanable capital. The mentioned reasons force entrepreneurs to conclude agreements on the foundation of joint-stock companies and the mobilization of capital through the issuance (issue) of shares.

Joint-stock companies are, as a rule, capitalist enterprises based on shares. To obtain the right to create such a society, its grunderi, that is, the founders (usually, these are big capitalists), must first collect the appropriate amount of money. The specific amount of this capital, the procedure for approving the charter and the entire procedure for founding joint-stock companies are governed by the laws of each country.

A share is a security that indicates the contribution of a share in the capital of a joint-stock company, which gives the owner of the share the right to receive the corresponding income in the form of a dividend, which represents a part of the profit of the joint-stock company.

After the share capital collected by the Grunders has reached the size provided for by the charter and the company is registered, a general meeting of shareholders is convened, at which the board of the company, the supervisory board and audit committee. At the annual general meeting shareholders hear the board's report and approve the balance sheet.

Formally, the supreme body of a joint-stock company is the general meeting of shareholders. However, in practice, society is controlled by a group major shareholders who own a controlling stake (theoretically, a little more than 50%), that is, such a part of the shares that makes it possible to fully control and dispose of the company's activities. Experience shows that a controlling stake does not have to be more than half of the share capital, sometimes even 20-25% or less is enough. This is due to a number of circumstances: first, the fact that not all shares give the right to vote; secondly, with a significant increase in the number of members of joint-stock companies (dispersion of shares); thirdly, as a rule, a significant part of small and medium-sized shareholders, as well as shareholders who live in remote areas or abroad, do not take part in the work of the general meeting.

The evolution of joint-stock companies

Joint-stock companies in their development have gone through several stages with characteristic features characteristic of each of them.

Yes, the distinguishing feature of the creation of joint-stock companies at the first stage was that at that time funds of direct workers, that is, people whose labor created benefits, were not involved in such events. Societies were formed, as a rule, by the rich sections of the population. Bankers, industrialists, merchants, that is, those who owned wealth, participated in their creation.

The formation of joint-stock companies, as well as the development of productive forces, has little evolutionary character. Therefore, it is difficult to draw a clear line between the stages. But in the economic literature it is generally accepted that the distinction between the first and second stages falls on the 50s of the XX century.

The second stage of JSC development is characterized by the fact that, although the purpose of their creation remained the same - obtaining high incomes for shareholders, the reasons that led to their foundation were different than before. One of them is a deep crisis that arose in the late 1920s and early 1930s. She forced to reconsider many of the theoretical provisions that existed until then. In particular, theories arose that recommended regulating the economy through planning. In Western countries, elements of planning began to be used more widely, which is why the existing joint-stock companies contributed.

Yes, practice has proven that even with incomplete use of production capacity, the owners of joint-stock companies can make a profit if they skillfully combine the volume and range of products with their selling prices. At this stage, the role of marketing increases significantly, which, in turn, allows societies to ensure greater profits.

At this stage, the issue of so-called small shares among employees of enterprises and other segments of the population acquires sufficient distribution. This phenomenon has been called the “democratization of capital”. At one time, such a policy of "dispersing" shares among the general population was absolutized both in Western and Soviet economic literature. However, the socio-economic conclusions regarding this were diametrically opposed. Yes, Western economists argued that this way of developing joint-stock companies leads to smoothing the lines between capitalists and other workers, since the latter, buying small shares, themselves become capitalists (owners of enterprises). Such a socio-economic system, according to their conclusions, acquires the features of "people's capitalism". But the facts deny such a straightforward interpretation of this process, since the bulk of the shares (the controlling stake) is in the hands of big capital. In the early 1990s, statistical data showed that the social effectiveness of joint-stock "going to the people" should not be exaggerated. Yes, at that time the record belonged to the United States, where there was one shareholder for every seven citizens. In Germany and Japan every twelfth citizen was a shareholder, in France - every fourteenth citizen.

At the same time, Soviet scientific and educational literature interpreted the theory of "democratization of capital" only as an apologetic one, the main function of which was to protect the capitalist system. However, it should be understood that from the point of view of economic content, the growth trend in the number of shareholders allows us to come to other conclusions. Yes, distribution and sale of shares brings double benefits. On the one hand, temporarily free funds of the population are attracted into circulation, and from the other, the income of the latter increases, which makes it possible to increase the aggregate effective demand and thus also stimulate the development of production, even with a corresponding increase in prices.

The entire history of the development of joint stock companies indicates that the formation and methods of their creation have changed depending on the needs of the development of productive forces and the rational use of production factors. The main thing is that these societies were not formed by decisions from above, their appearance was predetermined by objective reasons. The qualitative and quantitative development of the productive forces and factors of production provided the material basis for their functioning.

Types of joint-stock companies

Joint-stock companies (societies) are divided into open and closed. Shares of an open company can be transferred from one person (physical, legal) to another without the consent of the other shareholders, that is, they can be freely sold and bought by everyone and listed on stock exchanges.

Shares of a closed company are transferred from one person to another only with the consent of the majority of shareholders, that is, they do not go on free sale and are not listed on stock exchanges.

Like any other types of enterprises, joint-stock companies have their positive and negative features. Among the positive, in addition to those mentioned, we highlight:

* the ability to significantly expand the sources of funding for their activities;

* democratization of company (enterprise) management;

* improvement of economic relations between economic entities;

* the possibility of prompt construction of new enterprises using the accumulated funds, which weakens the disproportion in the economy and helps to reduce the shortage of goods;

* accelerating the process of intersectoral transfer of capital and the introduction of scientific and technological revolution in these industries;

* strengthening the interest of workers in the results of their own labor, as well as the possibility of a certain overcoming of their alienation from ownership of the means of production and the created product, etc.

The main negative features of joint-stock companies are: possible loss of shares by small shareholders (and not only them) during the economic crisis; increased dependence and control of smaller joint-stock companies on more powerful ones; use of the joint-stock form as a means of forced buyout of unprofitable branches, workshops and other economic structures; the growth of the mass of fictitious capital and the possibility of financial fraud and the like.

2. The essence of share capital and the forms of its manifestation

The ownership of joint-stock structures is formed by merging the capitals of their founders, as well as by issuing and selling securities. In terms of material content (objects) joint stock companies represented in the means of production (machines, equipment, buildings, etc.), research organizations, licenses, patents, and the like. From the point of view of the social form (property relations), they are characterized by relations between the founders, employees, owners of shares, the state, financial and credit institutions regarding the appropriation of a part of the additional product in the form of founding profit, dividend, payment of taxes to the state, etc.

In the structure of equity capital (property) allocate own and borrowed capital. The first consists of funds received from the issuance and sale of securities and reserve capital, which is formed as a result of deductions from profits and their investment in production. Equity may also increase from further share issues. Borrowed capital is formed from a bank loan and funds received from the issuance of bonds.

Joint-stock companies, accumulating large capitals by issuing and selling shares, at the same time are not obliged to return them after an appropriate period, as with an ordinary bank loan. The possibility of this form of centralization of capital was prepared by the entire previous course of the development of capitalism. The downward trend in the rate of profit that took place and other factors contributed to the formation of money capital, which did not find profitable use due to the fact that these capital were insufficient for organizing large, competitive enterprises. The owners of these capitals were forced to lend them at the usual rate of interest. In order for small money capitals to be used in the sphere of production, they had to be pooled. This centralization of capital was achieved in the form of share capital.

Fictitious capital and its differences from real

In a market economy, there is also the so-called fictitious capital. Such capital is presented in securities (shares, bonds) and entitles its owners to receive income in the form of dividends and interest. It carries out independent movement in the securities market, where they are sold and bought. Fictitious capital got its name because it creates the illusion that all securities are real (real) capital and generate income, without being directly related to recreation.

However, securities by themselves do not create value(s). At the same time, as you know, they give the right to appropriate part of the profits. Quantitatively, the amount of capital invested in securities in capitalist countries is several times greater than the amount of capital invested directly in the sphere of production, trade and banking.

Fictitious capital is not a separate part industrial production and does not perform specific functions in the process of movement of real capital and self-growth of the latter. Moreover, the movement of these capitals can be carried out in opposite directions.

Consequently, there is a kind of dualization of capital. On the one hand, there is real capital, on the other hand, its reflection in securities. Real capital functions in the process of production, while securities begin their special "life", independent movement on the stock exchange as fictitious capital.

One of the features of real capital is that after the cycle is completed, it returns to its owner. The owner of the shares, as noted earlier, has no right to return his money capital. To get it, he must sell shares on the securities market. At the same time, he can receive more or less than he invested in shares, but in any case, the money capital of the shares of actually functioning capital is not returned. Real capital may not yet complete its cycle; at the same time, the owner of the shares, having sold them, will already turn over his money capital. Here one should also understand the following: fictitious capital arises on the basis of real (real) capital, since in the absence of the latter, which “generates” profit, fictitious capital could not arise and develop, which claims to receive the corresponding part of the profit, but does not itself creates*.

Fictitious capital is a commodity that turns into a market and has a price. It, as noted, moves outside the circulation of the real capital invested in production. It is important to emphasize that fictitious capital is not something accidental to capitalism. It naturally develops on the basis of borrowed capital. All securities are title to income, that is, for their economic entity are documents that reflect the movement of borrowed capital.

But capital loaned is in most cases used by the functioning capitalist and recreated in the process of circulation of industrial capital, and then returned to the owner with interest. Fictitious capital, on the other hand, has no direct relation to the movement of industrial capital. After the initial issue of shares, when the capital equals their value, and the movement begins as real, the securities enter the market (stock exchange) and become the object of purchase and sale, regardless of the real course of reconstruction. The same share can be bought and sold dozens of times. This feature of fictitious capital is typical for all its forms: bills of exchange, pledge obligations, shares, bonds and other securities that arise in connection with loan agreements (operations).

In general, fictitious capital quantitatively exceeds borrowed capital, and their movement does not converge. At the same time, the amount of borrowed capital affects the income that it brings. Fictitious capital itself depends on income.

Shareholding Models

With an appropriate degree of conditionality in the economic literature, two basic models of joint-stock ownership that currently exist are distinguished. The first is the so-called Anglo-Saxon

a model where 20-30% of immobile shares remain in the hands of a few owners for a long time and form controlling stakes. At the same time, 70-80% of the shares are mobile, easily pass from hand to hand as an object of retail trading on the stock market.

* The peculiar connection of these capitals can be figuratively illustrated in this way. Just as the shadow does not exist without an object, so fictitious capital does not exist without real capital. The movement of fictitious capital distorts and misrepresents the movement of real capital. When it is hypothetical, for example, to assume that all securities were taken by aliens to another galaxy, their owners undoubtedly experience great losses, but real capital will not suffer from this.

The second model is called continental. In this case, 70-80% of the shares are concentrated with permanent shareholders, and 20-30% of them come to the market and are considered by investors as an object of temporary investment.

The fundamental difference between these two models of share allocation lies in the role played by their market. The first model assumes that it is possible to form new controlling stakes from shares that turn into an exchange. The exchange acts here as a control market, which makes a part of each open joint-stock company directly dependent on the efficiency criteria inherent in this market, the highest of which is the share price.

The second model provides for less mobility of shares from one owner to another, and therefore a lower probability of losing a controlling stake.

Taking into account the tendencies that are typical for corporatization in Ukraine, one can foresee the following: it will lead to the formation of a second, continental model of share ownership.

The joint-stock form provides the owners of shares in some cases with a higher actual income than ordinary interest, in others - hope for it. This makes investing in stocks more attractive than conventional borrowing.

Profits of a joint-stock company and their distribution

Joint-stock enterprises are characterized by a number of advantages in comparison with individual capitalist enterprises. The joint-stock form opens up the possibility of a higher concentration of production and, in the same way, makes it possible to realize the advantages of large business. That is, the creation of a joint-stock company leads to the formation of a special, so-called founding profit. This profit is formed as the difference between the amount received from the sale of securities at the exchange rate and the value of the real capital invested in the company *. This type of profit arises in all cases when a new joint-stock company is founded or individual capitalist enterprises are transformed into joint-stock ones.

* The mechanism of formation of this profit is as follows. It is acceptable that a joint-stock company is founded with a real capital of 1 million dollars. For this amount, the founders issue shares. If, for example, an annual fund of profits is provided (for the payment of dividends), which are distributed among shareholders, equals 90 thousand dollars, and the loan interest is 3, then in this case the shares for 1 million dollars. will be sold for Out of millions of dollars. Of this amount, 1 million dollars. will be used to replace the expenses of the founders on real investments capital, and 2 million dollars. will represent the profit that will be appropriated by the founders.

Founding profit is one of the forms of profit, which is basically capitalized entrepreneurial income.

Shareholders, as a rule, do not claim to receive an average profit, but are satisfied with a dividend, the value of which (when the dividend is compared not to the face value of the shares, but to its market rate) is close to the usual loan interest. The purchase of a share is regarded as the use of capital as capital - property.

Thus, if a joint-stock company provides all shareholders with a dividend equal to a percentage, it can continue to operate. In a period of intense competition, predetermined by problems in the sale of goods (services), JSCs can discount shares and sell their products at the level of production costs plus interest. It is clear that the income of joint-stock enterprises under these conditions is significantly reduced and, moreover, the payment of dividends may stop altogether. But the share capital continues to function.

It should also be noted that the shareholders are not liable with all their personal property for the activities of the company. They only carry limited liability in the amount of the contributed share, that is, the amount paid for the shares. When such a company fails, its own capital and reserve capital are used to meet the claims of creditors, and only the balance, if any, is paid by the shareholders. The owner of a share has no right to demand from the joint-stock company the return of the value of the shares beyond their face value. At the same time, he can sell a share on the securities market - the stock exchange.

The distribution of the received profit is carried out by the decision of the board of the joint-stock company. At the same time, part of the profit is used to expand the scale of production and replenish the reserve capital, another part of it is directed to pay salaries and bonuses (bonuses) management staff joint-stock companies, also a certain part is paid to the state in the form of taxes and interest to creditors. After all these deductions, the profit that remains is distributed among the shareholders in proportion to the number of shares owned by them. This residual part of the profit forms the dividend.

The amount of the dividend is not once and for all given and constant. It can increase or decrease depending on the total amount of profit received by the joint-stock company, and on the amount of profit that is distributed among shareholders. In real practice, the total amount of profit can grow, while the amount of profit that is distributed among shareholders, remain unchanged or even decrease. It depends on the chosen strategy and development prospects of the joint-stock company. In certain periods, the total amount of profit may remain the previous one, and the amount of profit that is distributed may increase due to the previously accumulated reserve capital.

The decision on which part of the profit will be distributed among the owners of shares, and which part will be used for other purposes, is made by the board of the company. The decisive role here belongs to the owners of the controlling stake.

3. Securities: essence, role, main types. Issues of corporatization in a transitional economy

Securities, from the point of view of the direct characteristics of the share capital, are certificates of participation in the capital of a joint-stock company, the main ones among which are shares and bonds.

Share price and their types

The amount of money that is marked on the stock is called the face value of the stock. It expresses from the very beginning the assessment of the share at the foundation of the company. The price at which shares are bought and sold on the securities market is called the share price.

How is the share price determined?

The buyer buys the shares in order to receive the corresponding income in the form of a dividend. The higher the dividend, the higher the stock price, and vice versa. On this side, the share price is directly proportional to the amount of the dividend. On the other hand, when buying shares, at the same time they expect to receive a return on their capital no less than what they could receive if they loaned their capital for ordinary bank interest. That is, the buyer decides to pay for the share such an amount of money that, when depositing it with the bank, will give him the opportunity to receive the same income (percentage) as the dividend for this share.

Assume that a share with a par value of $100. yields an annual dividend which represents $9, and that the interest on loan is 3, i.e., for every hundred dollars invested in the bank, the depositor will receive an annual return of $3. To receive $9 annually, it would be necessary to invest in bank 300 dollars. But instead, the owner of the money can buy a share that brings in the same $ 9 in a year, paying $ 300 for it too.

The share price, therefore, is directly proportional to the amount of the dividend and inversely proportional to the amount of the loan (bank) interest, which can be expressed by the following formula:

Share price (price) = (Dividend / Loan Interest) *N

where N is the par value of the share, and the dividend is given as a percentage.

If, with the previous dividend ($9), the level of borrowing interest decreases from 3 to 2, then the share price will increase. The same share that used to cost $300 will now pay $450.

Why would buyers agree to pay several times as much for a share with a par value of $100? The fact is that, having paid such a high price, they provide themselves with an income no less, but, as a rule, more than that which they could receive by putting this amount in the bank. In addition, buyers hope that, given the development of the joint-stock company, the dividend will exceed the usual (average) loan interest.

Attention should also be paid to this circumstance. Although on average the price of shares is equal to the capitalized (on the basis of borrowed interest) dividend, at any given moment it directly depends on the ratio between supply and demand for these shares.

To determine the movement of the share price on the stock exchanges, a "share price index" is determined. It is calculated as a weighted average for a certain range of shares. This circle includes a different number of companies. Yes, according to the rule for calculating the stock index of the New York Stock Exchange (it is called the Dow Jones index), the base of the index includes 30 industrial, 15 railroad, 15 utility companies. Declines in this index are perceived as a sign of a worsening economic situation.

There are named shares and bearer shares (the difference between them lies in the process of registration and sale), ordinary, or ordinary, and preferred shares (they differ in the method of paying dividends and their size), as well as polyphonic, single-voiced and voiceless (which are delimited by the possibility of their owners to participate in the management of society) *.

*This is the generally accepted classification of stocks in a market economy. In Ukraine, at the beginning of the transformation of the administrative-command system into a market one (before January 1, 1992), the following categories of shares were issued: shares of the labor collective; company shares; shares of joint-stock companies. From January 1, 1992, the issue of shares labor collectives and enterprises ceased, but they could turn into a market for another five years. By the specified date, the enterprises (organizations) that issued the said shares had to redeem them or replace them with other securities provided for by the Law of Ukraine “On Securities and the Stock Exchange”.

From the point of view of the economic content of shares, their division into preferred and ordinary shares deserves attention. Preferred shares guarantee a corresponding (fixed) annual dividend. At the same time, for ordinary (ordinary) shares, its value is not established.

Preferred shares give the owner the right: to receive priority income in the form of a fixed dividend to the par value of the shares; to compensate for the income shortfall due to the reduction in the JSC's profit in the corresponding year (at the expense of the reserve fund); for priority participation in the distribution of property of a joint-stock company in the event of its liquidation.

Owners of preferred shares do not have the right to participate in the management of the company (company), unless otherwise provided by its charter*.

Considering that the owners of ordinary or ordinary shares bear a greater risk (than preferred) associated with the activities of the company, they are given the right to elect members of the board and decide other issues at the general meeting of shareholders.

The dividend can be paid: every quarter, every six months or every year; stocks (profit capitalization), bonds and commodities. Shareholders may be issued a share certificate (security), which certifies the possession of the person named in it a certain number of shares of the company.

The total nominal value of the issued shares is the statutory fund, which, for example, according to the Law of Ukraine "On Business Companies" (Article 24) cannot be less than the amount, equivalent to 1250 minimum wages, based on the minimum wage rate in force at the time of the creation of the joint-stock company.

Bonds

"And To increase the amount of capital, in addition to shares, joint-stock companies issue bonds." Bonds are securities that entitle their holders to receive an annual guaranteed income. Bonds, like stocks, turn into a securities market

* According to current legislation Ukraine (the Law of Ukraine "On Securities and the Stock Exchange"), the authorized capital of a joint-stock company at the time of its foundation must consist of a stipulated number of ordinary shares. Preferred shares cannot be issued for an amount exceeding 10%. statutory fund. The issue of shares is carried out in the amount of the authorized capital of the joint-stock company or for the entire value of the property of the enterprise (state), which is transformed into a joint-stock company. An additional issue of shares is possible if all previously issued shares are fully paid at a value not lower than their par value.

According to the Law of Ukraine "On Securities and the Stock Exchange" (Article 11), joint-stock companies can issue bonds for an amount not exceeding 25% of the size of the authorized capital and only after full payment for the entire number of issued shares and have their own exchange rate, which fluctuates under the influence of changes supply and demand and interest rates.

Unlike stocks, bonds do not give the right to vote in resolving the affairs of a joint-stock company, and the income paid on them, as a rule, does not exceed the usual percentage. The value of the bonds is redeemed by the joint-stock company at the end of the relevant term.

Stock exchange: essence, basic operations

The stock exchange is a specialized financial institution, which concentrates the purchase and sale of securities, contributes to the formation of their exchange rate. The exchange is created as a joint-stock company, the founders of which can be securities traders who have permission to carry out commercial and commission activities *.

The main operations of the stock exchange are: accounting for securities and providing recommendations on setting the initial quotation price; organizing the execution of agreements on the purchase and sale of securities; execution of centralized mutual settlements within the exchange securities market; centralized information support and exchange control; ensuring legal registration of agreements, etc.

The stock exchange plays a significant role in the activation and rationalization of the processes of formation and functioning of market relations. Unfortunately, for all the years of market transformations in Ukraine, this type of exchange activity has not received proper distribution. There are many reasons. This is also the conceptual "freezing" of the processes of denationalization and privatization, which does not activate investment attractiveness primary securities market; and indestructibility of the organizational design of their secondary market; and insufficient domestic payment demand and unreliable protection of rights foreign investors etc. Absent and clear legal support for securities quotation mechanisms.

Therefore, the activities of stock exchanges in Ukraine should be coordinated to achieve an appropriate level of centralization on a national scale, which is the focus of the corresponding concept adopted by the Verkhovna Rada of Ukraine (September 1995). The process of centralization is also characteristic of the functioning of world-famous exchanges. Yes, at the beginning of May 2000, representatives of the London and Frankfurt stock exchanges announced their intention to be angry at the international stock exchange.

*Members of the exchange can be legal and individuals who paid for the "place" the corresponding amount of money, often quite significant.

The British-German formation, which will control nearly $4.3 trillion in share sales, will be the largest in Europe and fourth in the world after the New York Stock Exchange, Tokyo Stock Exchange and NASDAQ, which trades shares of technology firms. At the same time, the participants in this "marriage" - former rivals - will have a "division of labor": the shares of the found companies will be sold in London, and the shares of high-tech firms - in Frankfurt.

The process of corporatization in Ukraine: ways, problems

It was justified above that the creation of joint-stock companies in developed countries is associated with the evolutionary development of productive forces, which, in turn, influence the formation of joint-stock relations, making changes to their structure. In Ukraine, the sudden emergence of such relations was not associated with an increase in the technical level of production. Under such conditions, joint-stock companies are not able to ensure the growth of real incomes of workers, peasants, employees, and even domestic nouveaux riches. Making changes to the system of joint-stock relations without adequate processes in the technical structure of production leads to an imbalance in the economy. New names, no matter how attractive they may be, remain an empty sound if they are not backed up by appropriate material conditions.

Economic theory and practice confirm that the receipt of tangible dividends can be ensured under two circumstances:

1. Subject to the introduction of more productive equipment into production, advanced technology, which leads to a reduction in production costs and an increase in profits at constant prices.

2. By raising prices, which ensures an increase in profits even with an increase in production costs.

Joint-stock companies in Ukraine are deprived of the opportunity to achieve an increase in profits in the event of price stability due to the technical re-equipment of production. Then they succeed only in a one-time price increase, which, of course, affects the financial situation of the general population, including shareholders. There is no need to hope that an accelerated renewal of fixed production assets will take place, because most of the enterprises that produce tools are morally and physically obsolete, do not work at full capacity, or even completely idle. Banknotes alone, no matter how high their nominal value, cannot reconstruct production.

Therefore, the priority direction of all economic policy should be not a quantitative increase in joint-stock companies, but the technical improvement of social production.

In Ukraine, at the beginning in 2000, there were about 20 million shareholders (whereas, for example, in Germany - only 4.5 million). Such a huge dispersal of ownership did not allow to concentrate the controlling stakes necessary for effective management enterprises. This model was the result of the decision of the national "market reformers" on certificate privatization, that is, the decision, or rather the slogans of the "distribution of property." We got great amount pseudo owners, but we never had an effective owner. Moreover, millions of our "shareholders" do not even know where and how their ephemeral shares "work" and that they can sell the latter. As a result of such privatization, we really did not get new real owners in the person of newly appeared real shareholders.

The development of joint-stock companies in Ukraine should be facilitated by the implementation of an effective state policy of corporatization. According to the Decree of the President of Ukraine "On corporatization of enterprises" (dated June 15, 1993), corporatization is the transformation of state enterprises, associations, closed joint-stock companies (with predominantly state capital) into open joint-stock companies. The essence of corporatization is that the ownership of the enterprise, its financing remain state. State bodies the management of the corporation is also appointed, but management changes. The corporation gains more complete economic independence in relation to the production process and control over it. It combines the privileges of state ownership and the advantages of private management.

At the same time, when carrying out the corporatization process, it should be taken into account that the international expansion of the joint-stock form of entrepreneurship needs not only attention from the relevant state institutions of Ukraine, but, first of all, a well-thought-out course that would block the channels for illegal business, but would not interfere with honest business, would not target it for illegal actions.

Literature:

1. Dolan E.D., Lindsay D.E. Market. Microeconomic model.-S.-Pb., 1992.-Ch.6.

2. On entrepreneurship: Law of Ukraine of 07.02.1991r. #698 of the changes. But add. On 01.01.1998// Galician contracts. Zoshit2.-1998.-No.10.-p.129-135.

3. On enterprises in Ukraine: Law of Ukraine dated March 27, 1991. No. 887 of the changes. but add. on 04/01/1998 / / World of Accounting. - 1998. - No. 4. - p. 46-61.

4. The course of economics M., 2000.-Gl.8,14.

5. McConnell Campbell R., Bru Stanley L. Economics: principles, problems, politics: In 2 volumes: Per. from English - M.: Respublika, 1992.-Ch.24.

6. General economic theory (political economy): Textbook / Ros. economics acad. G.V. Plekhanova, Vidyapin B.N., Zhuravlinaya G.N. et al.-M., 1995.-Ch.7.

7. Fundamentals of economic theory / Ed. S. Mocherny.-Ternopil, 1993.-Ch.7.

8. Fundamentals of economic theory. Political and economic aspect.-K., 1994.-Rozd.20.

9. Pindike R., Rubinfeld D. Microeconomics.- M., 1992.-Ch.7,8.

10. Sanina M.A., Chibrikov G.G. Fundamentals of economic theory. - "., 1995.-Ch.5.

11. Economic theory: Proc. allowance// E.M. Vorobyov, A.A. Gritsenko, M.N.Kem and others-Kh.: Fortuna-Press, 1997.-Ch.3