And what to choose for several years ahead
Some companies issue two types of shares: common and preferred. The difference between them seems simple: in the first case, you are guaranteed the right to vote at the shareholders' meeting and are not guaranteed the payment of dividends, in the second, the opposite is true.
But not everything is so simple. The Law "On Joint Stock Companies" describes all possible situations where preference shares differ from ordinary ones. These differences can be divided into 3 groups: non-payment of dividends, voting at the shareholders' meeting and liquidation of the company. Let's talk about them and see what type of securities is more profitable to buy for several years.
Difference 1.Non-payment of dividends
Dividends are a share of a company's income divided by the number of shares. According to Article 42 of the Law "On Joint Stock Companies", the company pays dividends from net profit and special funds. Net profit is the income left after the payment of salaries, taxes, debts. And special funds are created for the payment of dividends when the company has too much money.
The amount of dividends is specified in the company's charter. This can be either an exact amount or a formula for calculating net income.
If the charter does not specify how much the owner of preferred shares will receive, then the amount of payments for these and ordinary shares is the same and it is approved by the board of directors, and the owners of ordinary shares accept it. And the size of dividends cannot be higher than the value agreed by the board of directors.
But it happens that the owners of preferred shares are not paid dividends: there is no profit, there are no special funds for payment. In case of non-payment, you will have the right to vote on all matters of the company. But other options are possible, you need to look at the charter of the company. The law allows converting shares into cumulative and converted.
Cumulative shares accumulate dividend debt for a certain period specified in the charter. In case of delay, your shares will receive voting rights. Convertible - give the right to vote until the company pays dividend debt.
Excerpt from the charter of Rosseti. Preferred shareholders receive voting rights if they do not receive dividends
That is, in case of non-payment of dividends, the company can choose from several alternatives. Of course, you can find out about all the conditions in advance. The dividend policy is described in the charter of the joint-stock company. On the site, it is usually published in the section "Investors and Shareholders".
Difference 2.Voting at the meeting
Most issues are voted on by ordinary shareholders only. The principle is simple: one share, one vote. For example, at the end of June 2018, Aeroflot shareholders voted on the approval of annual profits, payment of remuneration to members of the board of directors, as well as on the approval of upcoming major transactions.
The scope of the rights of holders of ordinary shares varies depending on the number of shares. However, we will disappoint those who plan to gain control in large companies: in most of them, significant stakes have been bought out by the state.
| How many shares are there |
What can |
|---|---|
| 1 % | View the list of other shareholders. File a lawsuit against the CEO or a member of the Board of Directors with a claim for compensation for losses caused to the company |
| 2 % | Propose candidates to the SD. Make proposals to the agenda of the annual meeting of shareholders |
| 10 % | Call an extraordinary meeting of shareholders, even if it is rejected by the board of directors |
| 25 % + 1 share |
Block board decisions |
| 50 % + 1 shares |
You can independently decide on most issues that do not require a 75% yes vote |
| 75 % + 1 share |
You can make any decisions on the management of the company |
There are several topics that cannot be discussed without preferred shareholders. This is everything related to the liquidation of the company, reorganization, changes in the charter, placement of new shares on the stock exchange or withdrawal of existing ones from circulation.
Difference 3.Liquidation of a company
The third difference is the simplest. If you own preferred shares, you will receive your share earlier in the event of bankruptcy. The shares will be redeemed and you will be paid the salvage value for them.
The same applies to dividends. Liquidation dividends are first paid on preferred shares. And only then the remainder is divided among the owners of ordinary shares.
What stocks to buy
If you do not plan to influence the activities of the company and need a stable income from dividends, choose preferred shares. Their payouts are more stable and predictable. And the securities themselves are cheaper than ordinary shares and grow stronger. When buying for several years - the best option.
Short
- Shares are divided into 2 types: ordinary and preferred.
- Ordinary shares are allowed to vote at the meeting of shareholders, preferred ones give fixed dividends.
- If no dividends are paid, the preferred shares will give voting rights.
- If it is necessary to amend the articles of association or it is a question of reorganization or liquidation of the company, all types of shares vote.
- If there are a lot of ordinary shares, the investor receives bonus rights and opportunities.
- If you need a more stable income, preferred shares are more profitable than ordinary ones. But only if you buy them for several years.
The issue of preferred shares can be used to redistribute corporate control.
The legislation does not establish a requirement that the par value of preference shares must be equal to the par value of ordinary shares. Moreover, if preference shares acquire the right to vote, then each such share gives its owner one vote, regardless of its nominal value. If preference shares have not been previously issued, then the current shareholders - owners of ordinary shares do not have a priority right to acquire preference shares when they are issued.
Thus, a shareholder or a group of shareholders owning 75% of the company's shares has the opportunity to make a decision at the general meeting of shareholders on the issue and placement by private subscription of low-value preferred shares, the number of which will significantly exceed the number of previously issued ordinary shares. After a dividend is not paid on these shares at least once, the owner of preferred shares will become the owner of a full controlling stake at all subsequent general meetings of shareholders.
True, the implementation of such a scheme for the redistribution of corporate control requires accuracy.
Firstly, the initiator needs to have a sufficiently large number of voting shares to allow him to obtain a qualified majority at the general meeting of shareholders, which is necessary to make a decision to increase the authorized capital.
Secondly, one should be extremely careful when determining the placement price of preferred shares. We remember that the placement price of additional shares must correspond to their market value. Today there is a court practice when minority shareholders appeal against such decisions. If a shareholder proves that the placement price of low-value preferred shares does not correspond to their market value, then the court will, with a high degree of probability, recognize the issue as invalid. Thus, an unconditional recommendation for the placement of preferred shares in conditions where such a decision can be appealed is to set the placement price close to their real market value.
Thirdly, we should not forget about the approval of transactions for the placement of additional shares as interested party transactions.
Art. 83 of the Law provides that, depending on its parameters, an interested party transaction can be approved either by the board of directors or by the general meeting of shareholders of the company. However, since paragraph 4 of this article provides that if the subject of a transaction or several related transactions is property, the cost of which, according to accounting data (the offer price of the acquired property) is 2 or more percent of the book value of the company's assets according to its financial statements as of the last reporting date , the decision can only be made by a general meeting by a majority of votes of all shareholders who are not interested in the transaction - owners of voting shares, the option of making a decision by the board of directors is of no interest in this case.
What should be taken into account when preparing the general meeting of shareholders, which will approve an interested-party transaction for the placement of preferred shares?
First of all, you need to remember that if the shares are placed directly to any shareholder or its affiliated
persons, this shareholder does not vote on this issue of the agenda of the meeting. Thus, the shares must be placed either to an independent (albeit formally) person, or the majority of other (disinterested) shareholders must agree with such placement and vote for it.
The second important point in holding such a general meeting is that the decision must be made by a majority of votes of all shareholders not interested in the transaction. At the same time, in this case, the legislator requires that the majority be taken into account from all disinterested shareholders, and not from disinterested shareholders who took part in the general meeting.
Practice shows that in the "old" joint-stock companies that emerged during the period of mass privatization, this condition is often very difficult to ensure. Indeed, the main block of shares, as a rule, is concentrated in the majority shareholders, and if they are interested parties in the placement of preferred shares, only minority shareholders will vote. However, many of them died, and no one inherited their shares; moved without notifying the registrar and are not receiving notice of the meeting. Finally, they simply don't go to meetings ever. If more than half of such shareholders turn out to be, it will be impossible to make a decision to approve an interested-party transaction. The only way out, which the author sees in this case, is to take measures in advance to ensure that a transaction on the placement of preferred shares does not fall under the definition of an interested party transaction given in the law.
Here's another way to change the "balance of power."
The current legislation provides for the possibility of consolidating the company's shares. That is, two or more placed shares of the company may be, in accordance with the provisions of Art. 74 of the Law, converted into one newly placed share. Such a decision will be made by a simple majority of votes of shareholders holding ordinary shares and may apply only to these ordinary shares.
Thus, the total number of outstanding ordinary shares can be reduced by any integer number of times. The number of preferred shares will remain unchanged.
Consequently, the number of votes of shareholders - owners of ordinary shares will be reduced, but there will be no preferred ones. The situation will not change even if, as a result of the conversion, a number of shareholders receive fractional shares. P. 3 Art. 25 of the Law establishes that a fractional share provides the shareholder - its owner with the rights granted by the share of the corresponding category (type), in the amount corresponding to the part of the whole share that it constitutes. Therefore, even a share divided into several parts will give only one vote in total. Thus, the goal of gaining more complete control over society will be achieved.
Let's consider another situation. A shareholder (a group of shareholders) interested, for example, in placing company shares by closed subscription or making certain changes to the charter, does not initially have a qualified majority of votes that allows such a decision to be made. However, he (his allies in this matter) has at his disposal preferred shares, the amount of the dividend for which is determined in the charter of the company, in an amount that allows this to be done in total with ordinary shares.
If the number of votes belonging to such a shareholder turns out to be more than 50 percent of the total number of votes of shareholders who took part in the general meeting of shareholders (given the extremely low activity of shareholders, this figure may not be too large), such a shareholder has the opportunity to block the adoption of a decision by the general meeting of shareholders on the payment of dividends on preferred shares. And preferred shares at the next meeting will become voting.
Third situation. A company that has issued both ordinary and preferred shares is about to make a decision that does not meet the interests of minority shareholders. If a dividend on preferred shares has previously been paid, then such shares do not vote in the meeting. But Article 43 of the Federal Law "On Joint Stock Companies" contains a list of situations when the general meeting of shareholders is not entitled to decide on the payment of dividends on preferred shares. For example, if the company meets the signs of insolvency (bankruptcy).
If a shareholder reveals such a situation, then he will be able to invalidate the decision of the general meeting of shareholders on the payment of dividends in court (regardless of whether the dividends have already been paid physically), thereby drastically changing the balance of power at the upcoming general meeting.
Let us draw the reader's attention to some subtleties of the established arbitration practice.
There were cases when the annual general meeting in a joint-stock company was not held or its holding was disrupted. Accordingly, at such a meeting no decisions were made on the payment of dividends on preferred shares. Will preferred shares become voting shares?
A number of lawyers consider it possible in this situation to consider the preferred shares of the company as voting. However, jurisprudence takes a different path, indicating that, according to the provisions of the Law, the owners of preferred shares receive the right to vote if the annual meeting was held, however, the issue of paying dividends on preferred shares was not resolved, or a decision was made to refuse to pay dividends. Failure to make a decision to pay dividends due to a non-holding of a meeting or a decision to not pay dividends at an illegal meeting does not grant the holders of preferred shares the right to vote.
There is also judicial practice based on a literal reading of the provisions of paragraph 5 of Art. 31 of the Law. According to it, the voting right of preferred shares arises precisely in connection with the decision to not pay or pay incomplete dividends. In the event that the decision to pay dividends is made, but dividends are not paid, the right to vote does not arise.
Perhaps, common to all the above scenarios is that when they are implemented, the majority shareholder (or a group of shareholders) uses a dominant position in the company to create a situation that actually infringes on the rights of minority shareholders. Today, all the described actions are absolutely legal. However, in recent years, the Federal Service for Financial Markets and the Ministry of Economic Development have repeatedly prepared bills that close the possibility of using the dominant position of majority shareholders. So, in various documents it was proposed to establish that the par value of the company's preferred shares cannot be lower than the par value of ordinary shares, or to establish that when placing preferred shares of any type, shareholders - owners of ordinary shares have the right to preemptively acquire them in a quantity proportional to the number of shares they have ordinary shares.
Thus, it is likely that in the near future, most of the options discussed above for using preferred shares to obtain or strengthen corporate control in a JSC will become illegitimate.
Preferred shares as a tool for paying income
Let us dwell on the opportunities that preferred shares provide to the majority shareholder in making a profit.
The payment of income through dividends (we will make a reservation that further we are talking about residents of the Russian Federation) is beneficial to individuals in any case, since it is subject to 9% tax, which is significantly more profitable than the payment of other types of income. It is also convenient for legal entities to receive profit. In this case, when income tax is charged, its rate will be 0%, provided that on the day the decision to pay dividends is made, the organization receiving dividends continuously owns at least 50% of the contribution (share) for at least 365 calendar days in the authorized (share) capital (fund) of the organization paying dividends or depository receipts giving the right to receive dividends in an amount corresponding to at least 50 percent of the total amount of dividends paid by the organization.
As shown above, the majority shareholder - the owner of more than 75% of the voting shares of the company has the opportunity to become the sole owner of preferred shares and, in accordance with the provisions of Art. 43 of the Law to actually withdraw any share of the company's net profit in the form of dividends on them.
An essential point in obtaining income on preferred shares, the amount of the dividend on which (the procedure for determining it) is determined by the charter of the company, is the fact that declared (paid dividends) should not exceed this amount fixed in the charter of the company. Otherwise, there is a high probability that the decision to pay dividends on preferred shares will be appealed by the shareholders who voted against it in court. Of course, this circumstance is important only if the company has other shareholders who are not members of the group interested in paying such dividends.
Returning to what was said above, I would like to note one more possibility, due to the relatively low level of taxation of dividend income for individuals. The placement of preferred shares to key employees of the JSC will actually pay them part of the remuneration in the form of dividends. However, if we consider both full chains of taxation (for payment under an employment contract and for payment in the form of dividends), from the receipt by the company of revenue to the payment of funds directly to an individual, it becomes clear that the question of the profitability of such a solution is not entirely simple.
The author does not consider it possible in the format of this article to dwell on all the financial aspects of such a payment, however, in his opinion, the costs to society in any of the ways considered will, in general, be comparable. And of course, you need to remember that the payment of dividends can only be if there is a net profit in the company.
In addition, it makes sense to compare the benefits of paying remuneration through an employment contract or dividends when it comes to the employees of the company associated with it by labor relations. But in the course of JSC activities, situations often arise when interaction with certain individuals is extremely important and beneficial. At the same time, the possibility of concluding an employment contract with them is excluded or significantly hindered. In this case, the allocation of preferred shares to such persons, allowing them to receive the necessary income, may be the best solution.
For quite a long time, the main problems hindering the spread of this practice were the impossibility of stopping payments on shares upon completion of cooperation and the fear of an unfavorable vote of their owners in cases provided for by law. They tried to solve them in various ways. Thus, early receipt of "reverse" transfer orders was often used. However, this path cannot be considered legal.
There have been attempts to enter into repurchase agreements providing for the right to buy preferred shares after a certain period. But this option, from the point of view of the author, is unacceptable, because. according to the provisions of paragraph 13 of Art. 51.3 of the Federal Law "On Joint Stock Companies" in the event that the list of persons entitled to receive from the issuer dividends transferred under the first part of the repurchase agreement is determined in the period after the fulfillment of obligations to transfer securities under the first part of the repurchase agreement and before the fulfillment of obligations to transfer securities under the second part of the repurchase agreement, the recipient of the dividend will be the one who was a shareholder on the date of compilation of such a list.
The existing judicial practice allows us to say that it is possible to prevent the voting of the owners of preferred shares in the event of non-payment of dividends to them. To do this, it is enough not to determine the size of the dividend on them. However, such securities in many cases will not suit their prospective buyers.
At present, the author is aware of only one option, which allows, with a high degree of probability, to ensure the desired regime of ownership of preferred shares and the termination of such ownership. Its implementation is subject to the provisions of Art. 32.1 of the Law on joint-stock companies, dedicated to the shareholders' agreement.
A shareholder agreement may provide for the obligation of its parties to vote in a certain way at a general meeting of shareholders, agree on a voting option with other shareholders, acquire or alienate shares at a predetermined price and (or) upon the occurrence of certain circumstances, refrain from alienating shares until certain circumstances occur, and also carry out in concert other actions related to the management of the company, its activities, reorganization and liquidation of the company.
Thus, it is possible to conclude a shareholder agreement, according to which the purchaser (owner) of preferred shares will not only be obliged to vote at the general meeting of shareholders in accordance with the instructions of the owners of ordinary shares, but will also have to sell them under certain conditions at a certain price.
Unfortunately, this method is also flawed. The problem lies in the fact that the legislative possibility of concluding shareholder agreements appeared quite recently. In this regard, there is practically no judicial practice on the issue of restricting the rights (or imposing additional obligations) on holders of preferred shares, and, therefore, it is impossible to predict the possible nuances of law enforcement when considering claims based on the provisions of shareholder agreements by the courts in the future.
We will be especially careful if preferred shares were issued by an open joint-stock company
Shareholders of an open joint-stock company should additionally take into account that if, as a result of the described actions, the number of voting shares controlled by them together with affiliates exceeds one of the thresholds of 30, 50, 75%, they will fall under Ch. XI.1 of the Law, according to which they will have to carry out complex and expensive procedures related to the direction and implementation of the so-called "mandatory offer" to other shareholders of the company. Until such an offer is sent, a shareholder may only vote with the number of shares not exceeding the first of the thresholds passed during such an acquisition. Due to the limited volume of this article, the author does not consider it possible to dwell on the implementation of these procedures in more detail, however, he considers it necessary to note two circumstances.
First, the current practice interprets granting voting status to preferred shares as a variant of acquiring a block of shares established by the Law. That is, if previously a shareholder, owning 25% of ordinary and 20% of preferred shares, did not have the obligation to send a mandatory offer to the company to buy out all the remaining shares, then as soon as the preferred shares belonging to him become voting, he will have this obligation. This situation even extends to cases where the acquirer itself did not vote for the decision by virtue of which the preferred shares became voting shares, or even voted against such a decision. P. 8 Art. 84.2 of the Law contains a list of cases of acquisition of shares in which the requirements of Ch. XI.1 do not apply. Our case is not included in this list.
Secondly, these procedures can bring very interesting results in the future. Thus, if, as a result of the implementation of the “mandatory offer” procedures, the shareholder (solely or jointly with affiliates) becomes the owner of more than 95% of the voting shares of the OJSC, while at least 10% of this amount will be acquired by him during these procedures, the shareholder has the right at his own request to buy shares from other shareholders, which will provide him with full control over the company.
What is stated in this article does not exhaust, of course, all the possibilities and all the problems associated with the use of preferred shares in corporate governance procedures. However, the author hopes that the presented material will allow readers to use their potential more fully and avoid the most obvious mistakes.
See, for example, Resolution of the Federal Arbitration Court of the North Caucasus District dated January 28, 2005 No. Ф08-6439/04; Decree of the Federal Arbitration Court of the East Siberian District of December 12, 2006 No. A19-11170 / 06-53-Ф02-6682 / 06-С2.
Part two of the Tax Code of the Russian Federation of August 5, 2000 No. 117-FZ, Art. 224, para. 4.
Resolution of the Federal Arbitration Court of the North-Western District of July 21, 2008 No. A56-19949 / 2006.
See, for example, Ruling of the Federal Arbitration Court of the East Siberian District of 12.12.2006 No. А1911170/06-53-Ф02-6682/06-С2; Decree of the Federal Arbitration Court of the North Caucasus District dated January 28, 2005 No. Ф08-6439/04.
Federal Law No. 115-FZ of June 3, 2009 “On Amendments to the Federal Law “On Joint Stock Companies” and Article 30 of the Federal Law “On the Securities Market” (came into force on June 9, 2009).
Preference shares- this is a special kind of equity securities, which, unlike ordinary shares, have special rights, but also have a number of specific restrictions.
Preferred shares are a common financial instrument in Russia and in the world.
It allows the owner to receive a guaranteed income based on the dividend rates offered by the issuer of securities.
Also, in some cases, the holder of such shares can influence the company's development strategy.
Benefits of Preferred Shares
Preferred shares have a number of advantages for the investor when compared to ordinary securities.
First, almost always the owner of preferred shares is guaranteed some income.
Namely, preference shares accrue a fixed income, in contrast to ordinary shares, which depend on the profits of a joint-stock company.
However, dividends are not paid if the company has incurred losses.
Secondly, funds for the payment of dividends are allocated to holders of such securities as a matter of priority.
That is, the holders of preferred shares also have the right to receive part of the property of the joint-stock company in the event of its liquidation before it is divided among other owners.
Thirdly, dividends on preferred shares are usually fixed in the total amount of net income.
In addition, these shareholders may have additional rights specified in the statutory documents of the company.
For example, they may, under certain conditions, convert their preferred shares into .
Disadvantages of Preferred Stock
There are also disadvantages of owning preferred shares:
The issuing company may demand back the shares from the shareholder without giving reasons, while fully compensating the damage with interest;
Preference shares often do not carry voting rights. That is, the holders of privileged rights are deprived of the right to vote and, thus, are deprived of the opportunity to participate in the management process of a joint-stock company and make important decisions for the company;
Fixed dividend. Often the amount of dividends is indicated when issuing securities of this type and does not depend on the size of the company's profit, which, with an increase in business profitability, entails a proportional decrease in the yield of these securities.
How are preferred shares different from ordinary shares?
The very name "preferred" shares indicates that such shares provide additional opportunities and rights, so to speak, a special status.
As a rule, such benefits include the payment of guaranteed dividends.
That is, the owner of preferred shares will receive payments regardless of how the shareholders are doing - the joint-stock company will receive profit or loss.
Also, unlike ordinary shares, preferred shares give the right to receive a share of the company's property after its liquidation.
That is, the preferred shareholder will receive a predetermined amount from the joint-stock company.
For such benefits, the owner of preferred shares is deprived of the opportunity to participate in voting and influence the decisions of the joint-stock company.
Thus, the owner of such shares is an inactive investor, so to speak, not a co-owner of the business, which cannot be said about those who own ordinary shares.
However, some cases of privileges may involve just influence on the affairs of the firm. In this case, the charter of the JSC provides for the ratio of votes of the owners of ordinary and preferred shares, for example, 1:2. So, it turns out that the owner of one share with a privilege has two votes.
Certain cases provide for the right to influence the affairs of the firm and participate in meetings to those owners who cannot vote.
Such cases are also provided by law to protect the interests of the owners. Thus, the owners of all shares issued by the company can influence decisions related to the liquidation or reorganization of the company.
There are also issues related to shareholders that cannot be resolved without their participation. For example, when reducing guaranteed dividends.
If the JSC is not able to pay guaranteed dividends, then the preferred shareholder receives the full right to participate in the meetings of the company on all issues.
It is also worth noting that preference shares can be convertible and cumulative.
Rights of holders of preferred shares
Holders of preferred securities, along with the main shareholders, receive a share in the authorized capital of the company, have the right to attend general meetings.
Despite the fact that the holder of such securities does not have the right to vote, he can participate in meetings of shareholders, claim a share of the property during the liquidation of the organization.
Eligibility to vote
In general, holders of preferred shares are not allowed to vote.
An exception may be cases where the decisions taken at the relevant negotiations affect the personal interests of the holders of securities.
In particular, if there are particularly important issues on the agenda of the meeting, the holders of preferred assets can vote. These may be issues reflecting the procedure for a possible reorganization of a company or liquidation of a company, those related to making adjustments to the charter, which are related to the rights of holders of preferred shares, or, for example, to the payment of dividends.
Types of preferred shares
Preferred shares are divided into classes with different scope of rights.
According to the Law of the Russian Federation "On Joint Stock Companies", there are basically two main types of preferred shares: cumulative and convertible.
Dividends on cumulative preferred shares may not be paid during normal reporting periods by decision of the general meeting of shareholders if there is no profit or it is completely directed to the development of the company.
At the same time, the obligation to pay lost income remains.
Dividends are accumulated and paid out after stabilization of the financial position of the joint-stock company.
That is, a feature of cumulative preferred shares is the accumulation of dividends. Holders of cumulative preference shares have the right to accumulate unpaid dividends, accrue them and pay them out in the next period following the missed period. In this case, dividends are not subject to periodic payment.
The holder of a cumulative share acquires the right to vote at the meeting of shareholders for the period during which he did not receive dividends, and loses it after the payment of dividends.
Convertible preferred shares may be exchanged by the owner of the shares within a specified period for ordinary shares or other types of preferred shares.
When issuing such securities, the rate, proportionality and exchange period are determined.
There are also the following types of preferred shares:
non-cumulative, for which unpaid dividends are not added to the dividends of the next years;
unconverted, which cannot change their status;
with participation interests that entitle the holders of these shares to receive additional dividends in excess of the stipulated dividends.
Results
The advantages of preferred shares consist in the shareholder's right to:
receive a fixed income or income in the form of a percentage of the value of shares, or a certain amount of money, which is paid regardless of the results of the joint-stock company;
to receive dividends in the first place;
for preferential participation after satisfying the requirements of creditors in the distribution of property remaining with the joint-stock company upon its liquidation;
for an additional payment if the amount of dividends paid on ordinary shares exceeds the amount of dividends paid on preferred shares.
Note that if you want to invest in long-term investments, then the way to purchase preferred shares is the most suitable.
Still have questions about accounting and taxes? Ask them on the accounting forum.
Preferred shares: details for an accountant
- Justification of income in terms of financial and economic activities
2000 ordinary shares and 800 preferred shares. According to forecasts of the joint-stock company, for ... pcs. par value of 1 thousand rubles, preferred shares - 500 thousand pieces. face value 1 ... thousand rubles. Dividends on preferred shares are 8% of the par value of the shares... let's calculate the annual amount of dividends on preferred shares: Income plan 2019 (2020, 2021 ...
- Key indicators of the economic power of the enterprise and the level of efficiency of its owner and management team
A share is an issuance security that secures the rights of its owner (shareholder) to receive part of the JSC's profit in the form of dividends, to participate in the management of the JSC and to part of the property remaining after its liquidation (Article 2 of the Federal Law of April 22, 1996 N 39-FZ " About the securities market).
Distinguish between ordinary and preferred shares, distributed by open or closed subscription. The owners of ordinary shares of the company can participate in the general meeting of shareholders (hereinafter referred to as the GMS), have the right to vote on all issues of its competence and the right to receive dividends, and in the event of liquidation of the joint-stock company they have the right to receive part of the property (Article 31 of the Federal Law of December 26, 1995 year N 208-FZ). Each ordinary share gives its owner the same amount of rights and is not subject to conversion into preferred shares and other securities.
JSCs can issue several types of preference shares, and the charter of the company must determine the amount of the dividend and (or) the value paid upon liquidation of the company (liquidation value) on preference shares of each type. The order of payment of dividends and the liquidation value of each type of preferred shares are determined.
There are cumulative and convertible shares. On preferred cumulative shares, the unpaid or not fully paid dividend is accumulated and paid no later than the period specified by the charter of the JSC.
The charter of the company may provide for the conversion of preference shares of a certain type into ordinary shares or preference shares of other types at the request of shareholders - their owners or the conversion of all shares of this type within the period specified by the charter of the company. The conversion of preference shares into bonds and other securities, with the exception of shares, is not allowed. The conversion of preference shares into ordinary shares and preference shares of other types is allowed only if it is provided for by the charter of the company, as well as during the reorganization of the company.
Shareholders - owners of preference shares of a certain type, the amount of dividend for which is determined in the company's charter, with the exception of shareholders - owners of preference cumulative shares, have the right to participate in the GMS with the right to vote on all issues of its competence, starting from the meeting following the annual GMS, at in which, regardless of the reasons, a decision was not made to pay dividends or a decision was made to pay incomplete dividends on preferred shares of this type. The right of shareholders - owners of preference shares of this type to participate in the GMS shall terminate from the moment of the first payment of dividends on the said shares in full.
Shareholders - owners of cumulative preference shares of a certain type have the right to participate in the GMS with the right to vote on all issues within its competence, starting from the meeting following the annual GMS, at which a decision was to be made on the payment of these shares in full amount of accumulated dividends, if such a decision was not made or a decision was made to pay incomplete dividends. The right of shareholders - owners of cumulative preference shares of a certain type to participate in the AGM shall terminate from the moment of payment of all dividends accumulated on the specified shares in full.
Often, organizations in the course of their financial and economic activities invest free cash in securities (including shares) of other enterprises. This type of investment refers to financial investments (clause 3 of the Accounting Regulation "Accounting for financial investments" PBU 19/02, approved by Order of the Ministry of Finance of the Russian Federation of December 10, 2003 N 126n).
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Bank of Russia Regulation No. 428-P dated August 11, 2014 (as amended on December 18, 2018) "On Securities Issue Standards, the Procedure for State Registration of an Issue (Additional Issue) of Equity Securities, State Registration of Results Reports...
Chapter 50
50.1. The decision on reorganization, as well as merger and accession agreements, if these agreements provide for the consolidation and splitting of shares, may provide for a conversion ratio (distribution ratio) of shares, calculated taking into account the results of their consolidation and splitting, which at the time of their adoption (approval) have not yet implemented. Decisions to split and consolidate shares, as well as a decision to reorganize, can be made simultaneously.
50.2. Shares in the reorganization can only be converted into shares. At the same time, ordinary shares can only be converted into ordinary shares, and preference shares - into ordinary or preference shares.
Notes and issuer options may be converted into bonds and issuer options, respectively. In this case, one bond must be converted into one bond granting the same rights, and one issuer option - into one issuer option granting the same rights.
When converting into convertible bonds and issuer options, the number of shares into which they can be converted is determined in accordance with the share conversion ratio.
50.3. Placement of shares of a joint-stock company created as a result of reorganization to shareholders - owners of shares of one category (type) of one joint-stock company being reorganized in the form of a merger or accession, must be carried out on the same terms.
50.4. Securities of a legal entity created as a result of a merger, division, separation and transformation are considered to be placed in accordance with the decision on reorganization in the form of a merger, including a merger agreement, a decision on reorganization in the form of division, separation, transformation on the day of state registration of this legal entity. Securities of the legal entity, to which the merger has been carried out, are considered to be placed in accordance with the decision on reorganization in the form of merger, including the merger agreement, on the day an entry is made in the unified state register of legal entities on the termination of the activities of the merged legal entity.
50.5. Shares of a joint-stock company being acquired or reorganized in the form of a merger, spin-off or division, the demand for the redemption of which was submitted and which, in accordance with the Federal Law "On Joint-Stock Companies", were redeemed, but were not sold before the date of making an entry on termination in the unified state register of legal entities activities of the acquired joint-stock company or before the date of state registration of the joint-stock company created as a result of a merger, spin-off or separation, are not converted during reorganization and are not taken into account in the distribution of shares carried out upon spin-off.
50.6. Additional contributions and other payments for securities placed during the reorganization of a legal entity, as well as related to such placement, are not allowed, with the exception of the paid acquisition of shares upon transformation into a joint-stock company of employees (people's enterprise).
50.7. A legal entity being reorganized is obliged to inform the registrar maintaining the register of securities holders of this legal entity about the fact of filing documents for state registration of a legal entity created as a result of such reorganization (on making an entry on the termination of its activities in the unified state register of legal entities), on the day submission of documents to the body carrying out state registration of legal entities.
The legal entity created as a result of the reorganization (the legal entity to which the merger was carried out) is obliged to inform the registrar maintaining the register of securities holders of the reorganized legal entity of the fact of its state registration (of making an entry on the termination of the activities of the reorganized legal entity) on the day of making corresponding entry in the unified state register of legal entities.
50.8. Securities of legal entities reorganized by merger, merger, division, separation and transformation are redeemed upon their conversion.
50.9. Placement during the reorganization of shares, as a result of which the nominal value of the preferred shares of the joint-stock company created as a result of the reorganization (of the joint-stock company to which the merger was carried out) exceeds 25 percent of its authorized capital, is prohibited.
50.10. The authorized capital of a joint-stock company established as a result of reorganization may be more (less) than the amount of the authorized capitals of joint-stock companies participating in such reorganization, as well as more (less) than the authorized capital (share capital, share fund, authorized fund) of the legal entity transformed into it .
The amount of authorized capital of joint-stock companies created as a result of division may be more (less) than the authorized capital of a joint-stock company reorganized by such division.
50.11. The authorized capital of a joint-stock company created as a result of a spin-off is formed by reducing the authorized capital and (or) at the expense of other own funds (including additional capital, retained earnings, and others) of the joint-stock company from which the spin-off was made.
The authorized capital of joint-stock companies created as a result of a merger or division is formed at the expense of the authorized capital and (or) at the expense of other own funds (including additional capital, retained earnings and others) of joint-stock companies reorganized through such a merger or division.
The amount of the increase in the authorized capital of the joint-stock company, to which the merger was carried out, is formed at the expense of the authorized capital of the merged joint-stock company and (or) at the expense of other own funds (including through additional capital, retained earnings and others) of the joint-stock company, to which the merger was carried out , and (or) the affiliated joint-stock company.
The authorized capital of a joint-stock company established as a result of transformation is formed at the expense of the authorized (share) capital (share fund, authorized fund) and (or) at the expense of other own funds (including additional capital, retained earnings and others) of a legal entity , reorganized by such a transformation.
50.12. The reorganization of a joint-stock company in the form of a merger or accession with the participation of a legal entity of a different organizational legal form is allowed in cases established by federal laws. The reorganization of a joint-stock company in the form of separation or division, during which a new legal entity of a different organizational legal form is formed, is allowed in cases established by federal laws.