The procedure for issuing and registering shares by commercial banks. Issuing activity of commercial banks - term paper The procedure for issuing shares by commercial banks

Joint-stock commercial banks, in order to form and expand their authorized capital, resort to issuing their own valuable papers- shares. By issuing their own shares, commercial banks act as issuers of securities. They bear on their own behalf obligations for the issued securities to the owners of these securities.

Credit institutions may issue both COMMON and PREFERRED shares.

Preferred shares of the bank may have different nominal values, unless this contradicts the bank's statutory documents that give voting rights to preferred shares. The latter, as an investment object, are associated with less risk than ordinary shares, but the level of dividends on them is lower than the average level of dividends paid on ordinary shares. Demand for preferred shares in the market is extremely low, as large investors prefer to take an active part in the management of the bank (which gives them ownership of common shares). But this problem can be solved by issuing a sufficient number of convertible preferred shares. Stabilization economic situation in the country will obviously affect the growth in demand for reliable long-term instruments, including preferred shares.

The Civil Code of the Russian Federation (Articles 102, 4) imposes restrictions on the issuance of preferred shares, the share of which in the total authorized capital should not exceed 25%. This measure is also provided for in the draft legislation on banks. Therefore, if the share of preferred shares in the structure of the authorized capital is exceeded, the bank must take measures that will help bring the share of preferred shares in line with the accepted norm. They may be:

redemption of preferred shares to the balance of the bank with their subsequent replacement with ordinary shares at the next issue of securities (by decision of the meeting of shareholders with the consent of the holders of preferred shares);

conversion of preferred shares into ordinary shares, if it is provided for in the issue prospectus or by decision of the meeting of shareholders with the consent of the holders of preferred shares.

There is no prohibition on issuing varieties of preferred shares. These include:

convertible(gives the right to make an exchange within a certain period, to convert these securities into ordinary shares of the same issuer);

revocable(after a certain period they can be withdrawn, redeemed by the issuer);

participating(gives the right not only to a fixed, but even to an extra-dividend);

guaranteed(payments on them are guaranteed not by the issuer, but by another company);

priority or with preferential rights- have advantages (in comparison with other types of preferred shares) in paying dividends, satisfying claims, etc.

Preferred shares are mainly issued in Russia as small-nominal shares - to attract small investors (without transferring voting rights to them), material incentives for personnel, to formalize their participation in a privatization transaction or fix other property interests and relations with the issuer of individuals.

The following resort to an increase in the issue and share in the capital of preferred shares: banks-joint stock companies:

seeking to quickly increase capital for the implementation of large projects;

those who avoid issuing bonds, i.e. obligations that will inevitably have to be repaid.

The expediency of issuing preferred shares is determined based on the calculation of the financial burden on profits associated with the payment of fixed dividends.

Emission is the process of issuing securities into circulation.

The issuer of government securities is the state through state institutions, the issuers of banking securities are banks, the issuers of corporate securities - shares and bonds are corporations (joint stock companies), and so on. Let's describe the issue of individual securities:

The process of issuing bills is not complicated. It is only required to correctly fill out a blank bill of exchange (that is, fill out the blank bill itself) or print the bill on a typewriter or in another way, pay it stamp duty and affix signatures and seals. No other paperwork is required.

The issue of corporate papers presupposes, before the start of the issue, that the issuer accepts issuance decisions, drawing up the so-called prospectus emissions(a detailed announcement of the issue to be made, with a breakdown of the main characteristics of this issue), registration of the issue (emission prospectus) with state bodies, with authorized ones, and upon completion of the issue, a emission report, which allows you to see how the issue went. In the case of an open or public issue (for open JSCs), information about the prospectus and the issue report must be "disclosed" by the Issuer, that is, published in the open press in a periodical with a circulation of at least 50,000 copies. This is necessary for both regulatory authorities and investors themselves. For issues that do not seem to be very significant, an exception is made: if the issue volume does not exceed 50 thousand minimum wages ( minimum dimensions wages) or the number of previously known owners does not exceed 500, then the issue prospectus is not registered (the remaining stages are preserved).

There is a special procedure for registration of the issue prospectus for corporate securities. The prospectus itself, according to the law, must include: data on the issuer and data on the financial position of the issuer (except for cases of creating a newly joint-stock company, but cases of transformation of other legal entities into joint-stock companies do not apply to this exception), as well as information about the upcoming issue of securities papers.

The data on the issuer is 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 it additionally gives a list of all legal entities in which the issuer owns more than 5 percent of the authorized capital, and provides information on persons owning at least 5 percent of the authorized capital issuer.

Data on the financial position of the issuer include: balance sheets, reports on financial results(including the report on the use of profits) for the last three financial years (or for all completed years, if the issuer exists for less than three years); balance sheet as of the end of the last quarter before the decision to issue securities; report on the formation and use of funds reserve fund for the last three years; the amount of the issuer's overdue debt (in a breakdown), data on the authorized capital of the issuer (the amount of the authorized capital, the number of securities and their nominal value, the owners of securities whose share in the authorized capital exceeds the standards established antitrust laws); a detailed report on previous issues of securities of this issuer.

Information about the upcoming issue of securities is deciphered as follows: information is given about the securities themselves (the form and type of securities, indicating the procedure for storing and accounting for rights to securities), the size of the total volume of the issue of securities and the number of securities in the issue, the issue is described (including information on the date of the decision to issue, the name of the body that made the decision on the issue, restrictions on potential owners, the place where potential owners can purchase securities; if necessary, the name and address of the depository that will service the issue, about the dates of commencement and completion of the placement of securities; provides information on the prices of securities and the procedure for their payment, on professional participants the securities market or their associations that are involved in the placement of securities, on the procedure for paying income according to and the methodology for determining the amount of income, on the name of the body that registered the issue).

The report on the issue of securities, or the report on the results of the issue of securities, includes information: on the dates of the beginning and end of the placement of securities; on the actual placement price of securities (by type of securities within this issue), on the number of placed securities, on the total amount of proceeds for the placed securities (including, as separate lines, funds in rubles, foreign currency, and valuation in rubles of material and intangible assets received in payment).

In order to increase the authorized capital, JSCB "Tekstil" made repeated issues of shares. Their goal was to attract as many new investors as possible, new investments. There are other mechanisms as well. But this one is the most reliable, since it is long-term and can be terminated only with the moment of liquidation of the bank.

As an example, when considering the issue, we take the sixth issue of shares of JSCB “Tekstil” (description according to the prospectus for the issue of securities of JSCB “Tekstil”, the sixth issue dated April 27, 1993), see Appendix 2.

BANK DATA

Joint Stock commercial Bank reconstruction and development of light industry "TEXTILE" open type (JSC "TEXTILE").

Registered on 10/17/90 by the Central Bank of Russia. Registration number 510.

Date of issue of the license - 3.11.91.

Date of issue of the license - 11.09.92.

Date of issue of the general license for banking operations - May 13, 1993. No. 510.

The number of shareholders of the bank at the time of the decision to issue securities was 630, including 105 legal entities and 525 individuals.

List of shareholders who own at least

5% stake in the authorized capital of the bank:

The structure of the governing bodies of the bank:

n general meeting of shareholders:

n Bank advice:

n Management Board

As of the date of the decision on the issue, the Council of the Bank included 13 people working at various enterprises of the Ivanovo region. The members of the Bank's Management Board include 11 people holding senior positions at enterprises in the city of Ivanovo.

Affiliation of the bank to banking and other organizations:

Since 1993 the bank had branches:

Name	Mailing address	Surname, name, patronymic of managers
Kineshma	155400 Ivan. region Kineshma, Lenina street, 2	Vlasov Leonid Viktorovich
Privolzhsk	155510 Ivan.reg. Privolzhsk, Revolutionary street	Veselova Olga Gennadievna
Branch in Shuya	155600 Ivan.reg., Shuya Kostromskaya st., 1/15	Smirnova Alexandra Sergeevna
Furmanov	155500 Ivan.reg. Furmanov st. Socialisticheskaya d.22/2	Vasiliev Nikolaevna
Branch in Vichuga	155300 Ivan.reg.	Schukina Valentina Antonovna
Suvorov Branch, Ivanovo	153012 Ivanovo, Suvorova st., 42	Fedorova Nadezhda Nikolaevna

When issuing, the bank provided the following data:

1. Balance sheet of JSCB “Textile”;
2. Statement of income and expenses of the bank;
3. Profit distribution report;
4. Report on the formation and use of the reserve fund;
5. Economic standards characterizing the activities of the bank;
6. Report on the authorized capital of the bank;
7. Report on securities issued by the bank.

1. Availability of a license to conduct foreign exchange transactions.
2. Absence of debts to creditors and payments to the budget.
3. Absence of administrative and economic sanctions against the bank "Tekstil" from the moment the bank was founded.

INFORMATION ON THE UPCOMING ISSUE OF SECURITIES

1. General information about securities:

a) the type of issued securities - ordinary registered shares.

Ordinary registered shares of the sixth issue are equivalent in rights to ordinary registered shares of the first, second, third, fourth and fifth issues;

b) the total volume of the issue (at face value) - 300,000,000 (three hundred million) rubles, including the amount contributed by foreign currency, at the time of the decision to issue is not determined. The authorized capital of the bank, taking into account the sixth issue, will be 1,000,000,000 (one billion) rubles:

c) the number of issued shares is 300,000 (three hundred thousand) pieces;

d) par value of one share - 1000 (one thousand) rubles;

including the currency denomination - 5 US dollars;

e) serial number of this type of securities according to the bank's calculation - 01;

f) the rights of shareholders;

n for legal entities and individuals, a one-time payment of 100% of the value of the acquired shares is provided;

n legal entities are paid by bank transfer from the organization's current account;

n for individuals, payment can be made by non-cash payment order from an account with Sberbank or another bank, by Sberbank check, as well as by depositing cash into the cash desk of a bank or its branches;

n payment by bank transfer in rubles is made to the account of the bank "Tekstil" No. 7161601 in the RCC of the Main Directorate of the Central Bank of the Russian Federation for the Ivanovo Region, MFO 123006;

n payment by bank transfer in foreign currency is made to the account of the correspondent bank - Moscow, IFC (International Finance company), account No. 07301156/USD;

n payment for shares can be made as in monetary form in rubles, and shares (capitalization of profits), tangible assets (at the expense of buildings, structures, equipment and other material assets transferred to the Textile Bank). The value of shares is expressed in rubles, regardless of the form of contribution.

n the minimum paid share of the statutory fund required to register the results of the share issue is 150,000,000 (one hundred and fifty million) rubles.

4. For distribution of shares, intermediary organizations receive up to 3% of the number of distributed securities.

At the time of issuing the prospectus, there are no data on organizations participating in the distribution of securities.

5. Data on receipt of income from securities:
- a) the amount of dividends on ordinary registered shares is determined by the Meeting of Shareholders based on the results of the financial year;
- b) the payment of dividends to the owners of shares is made in the dreams of their acquisition, i.e. in JSCB "Tekstil" and its branches (in cash-non-cash order);

payment of dividends to owners of shares purchased for foreign currency is made at the Head Office, in rubles and by bank transfer;

c) the frequency of payments - once a year or quarterly (by decision of the Board of the bank);
d) calendar schedule of events that determine the procedure for paying dividends to shares;

n dividends on shares issued in the course of initial placement in the first year are paid in proportion to the time the shares are actually in circulation;

n the dividend is entitled to shares acquired no later than the 30th day of the last month of the quarter or year (i.e. a list of dividend recipients is formed);

n dividend payment period - annually within one month after the Meeting of Shareholders or quarterly within 20 days after the decision of the Board of the bank.

e) the procedure for settlements to receive income:

n dividends are paid in accordance with the current legislation, the bank's charter and the decision of the Shareholders' Meeting;

n settlements with shareholders on dividends are carried out;

n for legal entities - non-cash on settlement accounts shareholders (by payment order);

n for individuals - in cash at the bank's cash desk ( withdrawal slip) or by postal order, payment order to the shareholder's account specified in the bank register.

6. Other features and conditions: no data.

7. Other information:

n payment of dividends declared by the General Meeting is obligatory for the bank;

n when purchasing bank shares in the secondary market, the amount of dividend for the past year is paid to a shareholder registered with the bank at the time of dividend payment;

n the bank announces the amount of dividends without taking into account taxes on them.

In the process of implementing the issue of shares of the bank "Tekstil", the set goals were achieved, but in 1995, due to the crisis in the economy as a whole and in the banking system, in particular, the decline in production, textile enterprises, being the main creditors of the bank, could not pay their debts. With a positive decision on the issue of re-registration of the debt of textile enterprises on centralized loans for domestic state debt the bank will have the opportunity to increase its own capital by attracting additional investors.

In the process of implementing the issue of shares of JSCB Textile, the set goals were achieved, but in 1995, due to the crisis in the economy as a whole and in the banking system, in particular, the decline in production, textile enterprises, being the main creditors of the bank, were unable to pay their debts. If the issue of reissuing the debt of textile enterprises on centralized loans for domestic public debt is positively resolved, the bank will have the opportunity to increase its own capital by attracting additional investors.

Babaev D.B. Securities: Tutorial. – Ivanovo, 1997, p.47
Issue prospectus of JSCB “TEXTILE” (sixth issue) dated April 27, 1993.

INTRODUCTION

1. ISSUE BY THE BANK OF OWN

VALUABLE PAPERS

1.1 Issue of shares by commercial banks

1.2 The procedure for issuing bonds by commercial

1.3 Order of issue and circulation

commercial certificate banks

1.4 The procedure for issuing and circulation of commercial

banks own bills

1.5 Options, futures, swaps, warrants

2. PROCEDURE FOR RELEASE AND REGISTRATION

SHARES BY CREDIT ORGANIZATIONS

2.1 General information about the shares of a commercial bank

2.2 Determining the value of shares

2.3 First issue of shares

2.4 Reissue of shares

2.5 Procedure for issuing and registering shares

credit institutions

2.5.1 Issuer decision

on the issue of securities

2.5.2 Prospectus

2.5.3 Registration of an issue of securities

2.5.4 Placement of shares

2.5.5 Registration of the results of the issue of shares

CONCLUSION

BIBLIOGRAPHY

APPS

Appendix 1. Application for issue registration

Annex 2. Decision on the issue of securities

Annex 3. Prospectus

Annex 4. Report on the results of the release

Annex 5. Savings certificate

Annex 6. Table. Issued volume

deposit and savings certificates

and bonds

Annex 7. Table. weighted average

interest rates on own

discounted bills

INTRODUCTION

Commercial banks, being intermediaries in the financial market, can act as issuers various kinds valuable papers. They issue not only stocks and bonds, but also money market instruments - deposit and savings certificates, bills. If a bank's own and borrowed capital is formed on the basis of the issue of shares and bonds, then the issue of certificates and bills of exchange can be considered as attracting managed deposits, or irrevocable deposits.

To form or increase the authorized capital, the bank issues shares. They can be ordinary and privileged, nominal and bearer.

In order to attract additional funds for active operations, commercial banks issue bonds.

Commercial banks, in order to attract additional financial resources, issue securities called certificates (a monetary document-certificate). Depending on the orientation towards the investor, certificates are divided into deposit and savings. They represent monetary documents, certifying the deposit of funds for a certain time, which usually have fixed rate percent.

The issue of own bills of exchange allows banks to increase the volume of attracted funds. For customers, a bank bill is one of the universal means of payment.

Bank derivatives include options, futures, swaps and warrants. They are important financial instruments.

The main legislative document in the field of issuing and founding activities is Instruction of the Central Bank of September 17, 1996 N 8 “On the rules for issuing and registering securities by credit organizations in the territory Russian Federation» (new version of Instructions of the Bank of Russia N 8) (as amended and supplemented on November 6, 1996, August 8, 1997, as amended on November 23, 1998)

The purpose of this course work is a detailed analysis of the activities of credit institutions to issue their own securities.

Having studied the recommended literature, in this work I tried to reflect issues related to the form of issue of securities, the procedure for their registration and placement, as well as listing and characterizing securities issued by commercial banks.

1. ISSUE OF OWN SECURITIES BY THE BANK

Commercial banks can issue the following types securities - shares to form the authorized capital (fund), own debt obligations: bonds, deposit and savings certificates, bills - to attract additional borrowed funds.

The procedure for issuing shares and bonds by commercial banks is regulated by the following normative documents:

Ø Letter of the Ministry of Finance of the Russian Federation dated March 3, 1992. “On the Rules for the Issue and Registration of Securities in the Territory of the Russian Federation” (as amended by letters No. 5 dated January 27, 1993, No. 7 dated February 4, 1993 and No. 132 dated November 15, 1993),

Ø CBR Instruction No. 8 of September 17, 1996 “On the Rules for the Issuance and Registration of Securities by Credit Institutions in the Territory of the Russian Federation” (new version of Bank of Russia Instruction No. 8) (as amended and supplemented of November 6, 1996, No. 8 August 1997, as amended November 23, 1998);

Ø Federal Law No. 39-FZ of April 22, 1996 "On the Securities Market" (as amended on November 26, 1998);

Ø Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies" (as amended on June 13, 1996).

The purpose of the issue of securities may be:

Ø foundation - the creation of a new commercial bank or the transformation of a share bank into a joint-stock bank, i.e. implementation of the first, constituent issue of shares;

Ø increase in the share capital of the bank by issuing and placing on open market subsequent share issues;

Ø formation of borrowed capital by issuing bonds and issuing non-equity securities;

Ø financial management– improvement of payment schemes, optimization of financial flows, etc.

1.1 Issue of shares by commercial banks

Joint-stock commercial banks for the formation and expansion of their authorized capital resort to the issuance of their own securities - shares. By issuing their own shares, commercial banks act as issuers of securities. They bear on their own behalf obligations for the issued securities to the owners of these securities.

All issues of securities, regardless of the size of the issue and the number of investors, are subject to mandatory state registration with the Central Bank of the Russian Federation. At the same time, issues of shares of joint-stock banks with an authorized capital of 400 billion rubles. and more (including the expected results of the issue, issues by the bank of shares with foreign founders or with a foreign participation of more than 50%, with a foreign participation of legal entities and individuals from the CIS countries of more than 50%) are registered in the Department for Control over the Activities of Credit Institutions at Financial markets of the Central Bank of the Russian Federation.

Credit institutions may issue both COMMON and PREFERRED shares.

Preferred shares of the bank may have different nominal values, unless this contradicts the bank's statutory documents that give voting rights to preferred shares. The latter, as an investment object, are associated with less risk than ordinary shares, but the level of dividends on them is lower than the average level of dividends paid on ordinary shares. Demand for preferred shares in the market is extremely low, as large investors prefer to take an active part in the management of the bank (which gives them ownership of common shares). But this problem can be solved by issuing a sufficient number of convertible preferred shares. The stabilization of the economic situation in the country will obviously influence the growth of demand for reliable long-term instruments, including preferred shares.

Introduction………………………………………………………………………………….3

1. Issuance by the bank of its own securities…………………………………………...5

1.1. The procedure for issuing bonds by commercial banks…………………………6

1.2.

certificates………………………………………………………………………………9

1.3. The procedure for issuing and circulation by commercial banks

own bills………………………………………………………………...10

2. The procedure for issuing and registering shares by commercial banks………………..13

2.1. Shares of commercial banks: essence, purpose…………………………13

2.2. The first issue of shares………………………………………………………………14

2.3. Reissue of shares……………………………………………………….16

3. Analysis of the issue of securities by Sberbank of Russia………….…………………...20

Conclusion……………………………………………………………………………...23

List of sources used ……………………………………………………………………………………………25

INTRODUCTION

Commercial banks, being intermediaries in the financial market, can act as issuers of various types of securities. They issue not only stocks and bonds, but also money market instruments - deposit and savings certificates, bills. If a bank's own and borrowed capital is formed on the basis of the issue of shares and bonds, then the issue of certificates and bills of exchange can be considered as attracting managed deposits, or irrevocable deposits.

To form or increase the authorized capital, the bank issues shares. They can be ordinary and privileged, nominal and bearer.

In order to attract additional funds for active operations, commercial banks issue bonds.

Commercial banks, in order to attract additional financial resources, issue securities called certificates (a monetary document-certificate). Depending on the orientation towards the investor, certificates are divided into deposit and savings. They are monetary documents certifying the deposit of funds for a certain time, usually having a fixed interest rate.

The issue of own bills of exchange allows banks to increase the volume of attracted funds. For customers, a bank bill is one of the universal means of payment.

It is for these reasons that I chose the topic of the course work - the issuing activity of commercial banks.

The object of the course work is issuing activity.

The subject of this work is the issue activity of the Savings Bank of Russia.

The purpose of my course work is to consider the conditions for the issuance and circulation of securities of commercial banks.

To achieve this goal, I set the following tasks:

Define the concept of securities and their types;

To study the conditions for issuing securities by commercial banks;

Consider the circulation of securities of commercial banks;

Analyze the issue of securities on the example of a particular bank.

In accordance with these tasks, the chapters and paragraphs of my work are built.

1. ISSUE OF OWN SECURITIES BY THE BANK

Banks have the right to issue various types of securities: issue and non-issue; nominal and bearer, urgent and unlimited, etc.

The main purposes of the bank's issue are:

Formation of own capital when creating a bank (if the bank is created in the form of a joint-stock company);

Raising borrowed capital through the issuance of debt securities;

Capital management through additional issues of securities;

Changing the structure of share capital (distributing shares between groups of shareholders) or overcoming negative trends in this change;

Repayment of accounts payable by providing creditors with a part of issued securities.

For this purpose, banks issue such issuable securities as shares (when forming equity capital), bonds (when forming borrowed capital), and non-equity securities: bills of exchange, deposit and savings certificates (when forming borrowed capital).

The procedure for issuing securities is quite strictly regulated and depends on the form of issuing securities. According to the form of issue (issue), securities are divided into issue (shares, bonds) and non-issue (deposit and savings certificate, bill, etc.).

According to Article 2 of the Federal Law "On the securities market" emission security - any security, including non-documentary, which is simultaneously characterized by the following features:

1) fixes the totality of property and non-property rights subject to certification, assignment and unconditional exercise in accordance with the current procedure;

2) is placed in issues;

3) has equal volumes and terms of realization of rights within one issue, regardless of the time of acquisition of securities.

Non-emission a security is a security issued individually or in small series.

1.1. PROCEDURE FOR ISSUE OF BONDS BY COMMERCIAL BANKS

Bond - issuance security that secures the right of its owner to receive from the issuer of a bond within the period specified in it its face value or other property equivalent. A bond may also provide for the right of its owner to receive a fixed percentage of the nominal value of the bond or other property rights. The yield on a bond is interest and/or discount. ,

Bonds provide additional financial resources for the bank's active operations. This type of fundraising is currently the most acceptable for both the issuer and the investor. On the one hand, it is interesting for shareholders in that in the case of a bond issue, their share in the authorized capital does not decrease. On the other hand, the price of raising borrowed capital in the long term is always lower than own capital, since interest on bonds and loans can be included in the cost of production, and dividends on shares are paid out of net profit.

By issuing bonds, the bank's borrowed capital is formed.

The issue of bonds is carried out under certain conditions and is regulated by the norms of chapter 6 of the Instruction of the Central Bank No. 8 of September 17, 1996. "On the Rules for the Issue and Registration of Securities by Credit Institutions in the Territory of the Russian Federation":

Chapter 6. Issue of bonds of credit institutions

6.1. A credit organization has the right to place bonds. Placement by a credit institution - issuer of bonds is carried out by decision of the board of directors (supervisory board) of the credit institution, unless otherwise provided by the charter of the credit institution - issuer.

Issue of bonds is allowed only after full payment of the authorized capital.

The nominal value of all bonds issued by a credit institution must not exceed the amount of the authorized capital or the amount of security provided to the credit institution by third parties for the purpose of issuing bonds.

The bond has equal volume and terms of exercising rights within one issue, regardless of the time of its acquisition.

6.2. A credit institution may issue registered and bearer bonds; secured by a pledge of own property or bonds secured by a credit institution for the purpose of issuing by third parties, mortgage-backed bonds, unsecured bonds; interest and discount; convertible into shares; with a one-time maturity or bonds with maturity by series in certain deadlines; with the possibility of early repayment.

6.3. Credit institutions may issue bonds without collateral not earlier than the third year of the existence of the credit institution, provided that two annual balance sheets are properly approved by that time and for an amount not exceeding the authorized capital of the credit institution.

The provision of collateral by third parties when issuing bonds by credit institutions is required in the following cases:

the existence of a credit institution for less than two years (for the entire amount of the bond issue);

the existence of a credit institution for more than two years when issuing bonds for an amount exceeding the amount of the authorized capital (the amount of security must be not less than the amount exceeding the amount of the authorized capital).

6.4. Secured bonds are recognized as bonds of a credit institution, the fulfillment of obligations on which is secured by a pledge (hereinafter referred to as collateralized bonds), a pledge of mortgage coverage (hereinafter referred to as mortgage-backed bonds), a surety, bank guarantee, state or municipal guarantee.

A secured bond grants its owner all the rights arising from such security. With the transfer of rights to a secured bond, all rights arising from such security are transferred to the new owner (purchaser). The transfer of rights arising from the provided security without the transfer of rights to the bond is invalid.

6.5. The nominal value of the bonds may be expressed in the currency of the Russian Federation or in foreign currency in cases established by the legislation of the Russian Federation, including Bank of Russia regulations.

6.6. The decision on the issue of bonds placed by public subscription may provide for their placement in separate parts (tranches) at different times during the period of placement of bonds of this issue, but no later than 1 year from the date of state registration of the bond issue.

6.7. Failure to fulfill the obligations of the credit institution - issuer under the bonds is a material breach of the terms of the loan agreement (default) in the event of:

delay in fulfilling the obligation to pay the next interest (coupon) on a bond for a period of more than 7 days or refusal to fulfill the said obligation;

delay in the fulfillment of the obligation to pay the amount of the principal debt on the bond for a period of more than 30 days or refusal to fulfill the said obligation.

1.2. PROCEDURE FOR ISSUING AND APPLYING CERTIFICATES BY COMMERCIAL BANKS

Other securities issued by commercial banks include certificates of deposit and savings certificates.

A savings (deposit) certificate is a security that certifies the amount of a deposit made to a credit institution and the right of the depositor (certificate holder) to receive, after the expiration of the established period, the deposit amount and interest stipulated in the certificate in the credit institution that issued the certificate, or in any of its branches .

The right to issue a savings certificate is granted to banks under the following conditions:

Banking activities for at least two years;

Publication of annual financial statements (balance sheet and income statement), confirmed by an audit firm;

Compliance banking legislation and regulations of the Bank of Russia;

Fulfillment of mandatory economic standards;

Availability of a reserve fund (balance sheet account 10701) in the amount of at least 15 percent of the actually paid authorized capital;

Fulfillment of mandatory reserve requirements.

Certificates can be issued both in a single order and in series.

Certificates can be registered or bearer.

The certificate cannot serve as a settlement or means of payment for goods sold or services rendered.

Cash settlements for the purchase and sale of certificates of deposit, payment of amounts on them are carried out in a non-cash manner, and savings certificates - both in a non-cash manner and in cash.

Certificates are issued in the currency of the Russian Federation.

Issue of certificates in foreign currency is not allowed.

An important feature of the circulation of a certificate is that its owner can assign the rights of claim to another person. For a bearer certificate, this assignment is carried out by simple delivery, and for a nominal one, by means of an endorsement (cession), which is drawn up on the reverse side of the certificate blank. Assignment of the claim under the certificate can be made only during the term of its circulation.

Certificates can be sold on the secondary market.

The issuance of certificates gives the bank advantages: firstly, due to the large number of possible financial intermediaries in the distribution and circulation of certificates, the circle of potential investors can be significantly expanded; secondly, thanks to the secondary market, the certificate can be transferred (sold) ahead of time by the owner to another person with some income for the time of storage and without changing the volume of the bank's resources, while early withdrawal by the owner of a term deposit means a loss of income for him, and for the bank - the loss of part of the resources.

1.3. PROCEDURE FOR THE ISSUANCE AND CIRCULATION OF OWN BILLS BY COMMERCIAL BANKS

In the practice of Russian banks, widespread issue of own bills, which allows them to increase the amount of attracted funds, and its customers receive a universal means of payment.

A bill of exchange is a security certifying an unconditional monetary obligation of the drawer to pay a certain amount of money to the owner of the bill (the holder of the bill) at maturity.

The issuance of bank bills is relatively simple, since it is not gentle to register them with the Bank of Russia. By issuing and servicing bills, commercial banks provide money turnover and accumulate free cash.

The procedure for issuing bills of exchange by commercial banks is regulated by the letter of the Central Bank of the Russian Federation No. 26 dated February 23, 1995 “On operations of commercial banks with bills and accounting banking transactions with bills.

The bill has a number of significant features:

1. A bill is abstract an obligation, i.e., having arisen as a result of a specific transaction, it can be transferred to any person who, having nothing to do with the conditions for its occurrence, acquires the right to demand payment on a bill, being its holder.

2. The bill is considered as an unconditional obligation, i.e. payment under the bill is not subject to any conditions.

3. Subject promissory notes can only be money.

4. A bill of exchange is transferred from one person to another on the basis of a special endorsement - endorsement , which does not require notarization.

The bill performs two main functions: it acts as a means of payment, and with its help you can issue or receive a loan.

As a means of payment, the bill replaces money. Money, replacing barter, made it possible to separate the act of sale from the act of purchase; the bill, replacing money in this part, separates the act of payment from the act of receiving money, acting as a universal means of payment.

A bill of exchange can serve as a means of saving money, instead of cash, it can act as a means of payment. In addition, a bill can not only save money, but also increase it.

Bill circulation can speed up settlements, reduce the need for cash, since with a developed commercial turnover, a bill of exchange can pass through many holders before the due date, paying off their obligations to each other. The bill of exchange is widely used as a means of payment in international settlements, in exports and imports.

The next function of the bill is that it is considered as an instrument of credit. . With the help of a bill, you can arrange various credit transactions: get a deferred payment when buying (receiving) goods, return a loan received, provide a loan to a borrower, etc. The bill of particular importance in terms of this function is for the buyer (consumer), as it gives him the opportunity to obtain a loan from the seller (supplier) without the mediation of banks and other financial institutions.

For the circulation of bills in Russia, the following regulatory documents are fundamental:

1. Convention Establishing a Uniform Law on Bills of Exchange and Promissory Notes of June 7, 1930 . (Russia, as the legal successor of the USSR, is a party to this convention).

2. Decree of the Central Executive Committee and the Council of People's Commissars of the USSR "On the Enactment of the Regulations on a Transfer and Promissory Note" dated August 7, 1937 No. 104/1341.

3. the federal law“On a transfer and promissory note” dated March 11, 1997 No. 48 FZ.

2. PROCEDURE FOR ISSUING AND REGISTRATION OF SHARES BY COMMERCIAL BANKS

2.1. SHARES OF COMMERCIAL BANKS: ESSENCE, PURPOSE

Promotion - issuance security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation.

According to the legislation of the Russian Federation, shares issued by banks may be registered and on the bearer. Shares are considered nominal in the event that for the implementation of property rights associated with their ownership, it is necessary to register the name of the owner of the share in the books of the issuer or, on his behalf, in an organization engaged in professional activities in securities. When a registered security is transferred from one owner to another, appropriate entries must be made in the register.

Only joint-stock companies have the right to issue shares. Earnings per share, which is generated from the profits of the joint-stock company that issued the shares, is a dividend.

2) the right to income, i.e. to receive part of the net profit in proportion to the share of its contribution to the authorized capital in the form of dividends;

3) the right to capital gain, which is associated with an increase in the price of shares in the market;

4) the right to fringe benefits provided by the joint-stock company to its shareholders in the form of discounts when purchasing the products of the joint-stock company or using services;

5) the right to preemptively acquire new issues of shares;

6) the right to a part of the property of the joint-stock company remaining after its liquidation and settlements with all creditors.

Shares are used to create a bank. The first issue of shares is aimed at creating equity capital, subsequent issues - to increase the authorized capital. The authorized capital of the company may be increased by increasing the nominal value of shares or placing additional shares.

Due to the strict regulation by the Central Bank of the Russian Federation of the conditions for the issuance and circulation of securities, bank shares in terms of reliability (status) can claim second place after government securities.

2.2. FIRST SHARES ISSUANCE

When a credit institution is established in the form of a joint-stock company by founding or reorganizing (merging, splitting, separating or transforming a credit institution from a limited liability company into a joint-stock company), all shares must be placed among its founders.

When a credit organization is established, the categories and types of shares to be placed among the founders, as well as the amount of the authorized capital, are determined in a written agreement on the creation of a credit organization concluded between its founders.

Payment for the shares of a credit institution upon its establishment shall be made by its founders at their nominal value.

The first issue of shares of a credit institution is registered according to general rule without simultaneous registration of the issue prospectus.

Registration of the first issue of shares of a credit institution must be accompanied by the registration of an issue prospectus in the following cases:

a) when placing securities among the founders, the number of which exceeds 500;

b) if the total volume of the issue exceeds 50,000 minimum wages as of the date of the decision to issue securities.

The charter of a credit institution determines the category, number and par value of shares in Russian rubles purchased by shareholders (placed shares), the number and par value of shares that the credit institution is entitled to place in addition to the placed shares (declared shares). Additional shares may be placed by a credit institution only within the limits of the number of declared shares.

Registration and sale by the issuing bank of the first issue of shares are exempt from taxation on transactions with securities.

Not later than 30 days after the completion of the process of placement of securities, the credit institution - issuer analyzes its results and draws up a report on the results of the issue.

The report shall be signed by the head of the credit institution and the chief accountant, affixed with the seal of the credit institution and approved by the authorized management body of the credit institution.

The registering authority monitors the timely (in accordance with the registration documents) submission by the credit institution - issuer of reports on the results of the issue.

The report consists of sections:

a) information about the bank: full and abbreviated name of the bank; a list of all shareholders who own at least 5% of participation or voting shares in the authorized capital; list of members of the Council and the Board of the bank; a list of enterprises, firms and organizations in which the bank owns at least 5% of shares in the authorized capital; a list of banking and other organizations of which the bank is a member or manager; a list of its departments, branches and representative offices;

b) data on the financial position of the bank: balance sheet based on the results of the financial year; report on the use of bank profits; report on the formation and use of the reserve fund; the amount of overdue debt to creditors and the budget; information about sanctions imposed on the bank by government bodies, court, arbitration or arbitration court during the year; calculation of economic standards; report on shares and other types of securities issued by the bank. The annual report must be certified by an independent audit firm.

2.3. RE-ISSUE OF SHARES

Large banks widely use the issuance of shares as a effective way attraction of financial resources.

The decision to issue shares to increase the charter capital is made by the general meeting of shareholders by a majority vote of the holders of voting shares participating in the general meeting of shareholders, or by the board of directors (supervisory board) of the credit institution unanimously, if, in accordance with the decision of the general meeting of shareholders or the charter of the credit institution, it owns the right to make such a decision within the limits of the number of declared shares.

In order to increase the authorized capital, a credit institution may issue shares only after the shareholders fully pay for all shares previously issued by the bank.

An increase in the authorized capital of a credit institution may be carried out by increasing the par value of already placed shares or by placing additional shares. When the authorized capital is increased by increasing the nominal value of the placed shares, registration documents are drawn up for a general issue of shares with an increased nominal value.

At the end of the issue, shares with the same par value are canceled and replaced by newly issued shares with an increased par value.

The registration of an additional issue of shares must, as a general rule, be accompanied by the registration of an issue prospectus.

The registration of an additional issue of shares by a credit institution shall not be accompanied by the registration of an issue prospectus only if the following two conditions are simultaneously met:

1) when conducting a closed subscription among a predetermined circle of buyers, the number of which does not exceed 500 persons;

2) the total volume of the issue does not exceed 50,000 minimum wages as of the date of the decision to issue securities.

With an increase in the authorized capital, they can be issued as ordinary so preference shares.

The meeting of shareholders of the bank may authorize the Board of Directors of the bank in the interval between annual meetings of shareholders to decide on the establishment of periods for the implementation of share issues and their volumes with the establishment of the maximum increase in the authorized capital. At the same time, the Board of the bank shall report to the next meeting of shareholders on the fulfillment of the increase in the authorized capital established for the past year.

The decision on the next issue of shares can be made only after the registration of changes made to the charter of the credit institution based on the results of the previous issue regarding the new size of the authorized capital and the number of placed and declared shares.

When re-issuing shares, banks must submit registration documents to the relevant divisions of the Central Bank of the Russian Federation within a month from the date of the decision to re-issue shares. Documents for amending the charter of the bank in connection with an increase in the authorized capital, the bank must submit to the Central Bank of the Russian Federation after registering the results of the issue of securities.

The bank issuing shares must break even during the last three completed financial years, or from the date of formation, if this period is less than three years. For newly established banks, it is provided that if they operate for less than a financial year and there are losses during this period, the issue of shares is possible only if the bank submits appropriate calculations and guarantees confirming that the bank will have a profit at the end of the full financial year.

Along with the above, issuing banks are also required not to be sanctioned by government agencies. Issuing banks should not have overdue debts on taxes to the budget and loans at the time of drawing up the prospectus for the debit balance on a correspondent account opened with the Central Bank of the Russian Federation, including correspondent subaccounts of their branches. Refusal to register securities on other grounds is not allowed.

If a bank simultaneously issues several types of shares, then a single set of registration documents is issued for them, but each of the types of shares receives its serial number according to the calculation of the issuing bank and a separate state registration number. If the bank, when re-issuing shares, provides for parameters similar to the previously issued type of shares, then the shares of the new issue retain the state registration number assigned to the shares of the previous issue similar to it.

The sale of re-issued shares must be completed within a year from the date of registration of the issue prospectus. When selling shares in the amount of at least 50% of the declared amount of the issue, the bank registers the results of the issue, and the remaining unpaid part of the shares is sold during the year.

Large banks with a good reputation have the opportunity to place their shares on the stock market and conduct efficient operations in order to extract additional profit. For small banks, the ability to raise additional resources through the issuance of shares is significantly hampered. This situation is explained by the fact that, firstly, as a result of the unstable economic situation in the country and the underdevelopment stock market small investors are wary of investing in small, obscure new banks; and secondly, these banks are usually owned by a limited circle of founders and the issue of new shares can lead to the loss of their control over the bank, so they veto an increase in the authorized capital by issuing new shares.

3. ANALYSIS OF SECURITIES ISSUED BY SBERBANK OF RUSSIA

Table 1 - The volume of issued deposit and savings certificates and bills of exchange by the Savings Bank of Russia, thousand rubles.

(at face value, thousand rubles)



certificates of deposit					1 174 904
with maturity up to 30 days




savings certificates	2 078 867	3 210 782	3 493 993	3 967 507	3 048 294	3 894 299	3 394 821	3 832 384	2 244 665
with maturity up to 30 days
with maturities from 31 to 90 days
with maturities from 91 to 180 days
with maturities from 181 days to 1 year
with maturities over 1 year up to 3 years
bills	31 078 194	36 979 798	42 058 806	41 027 762	31 104 119	40 848 463	54 932 270	59 986 268	22 185 749
with maturity up to 30 days
with maturities from 31 to 90 days
with maturities from 91 to 180 days
with maturities from 181 days to 1 year
with maturities over 1 year up to 3 years

After analyzing Table 1, I concluded that a large proportion of issued securities are promissory notes, especially short-term ones. Sberbank pays the least attention to issuing certificates of deposit - on average, 60 times less than issuing promissory notes and 2-3 times less than issuing savings certificates.

Figure 1 - The volume of issued deposit and savings certificates by the Savings Bank of Russia, thousand rubles.

Based on Figure 1, the following conclusions can be drawn: the largest number of certificates of deposit were issued in March 2008, and the smallest number - in December 2008. In general, the issue of certificates of deposit for the analyzed period did not fluctuate, it was practically at the same level, which cannot be said about savings certificates. The largest volume of issued savings certificates is observed in January and September 2008, and the smallest volume - in March 2007.

Figure 2 - Volume of promissory notes issued by the Savings Bank of Russia, thousand rubles.

Figure 2 shows that the largest number of promissory notes were issued in January 2009, while the smallest number of promissory notes were issued in March 2009.

CONCLUSION

Lately Russian market securities is undergoing rapid development. Commercial banks play one of the most important roles in it. They can act on the securities market as financial intermediaries and professional participants.

The most developed methodologically and the most regulated are the operations of commercial banks for the issue of their own securities. Commercial banks can act as issuers of their own shares, bonds, bills, deposit and savings certificates and other securities.

Today in Russia, the processes of creating new joint-stock banks (although the peak of the creation of new banks has already passed), a constant increase in the authorized capital of banks, as well as the transformation of unit banks into joint-stock banks, accompanied by the issue of bank shares, continue. Bank shares bring fairly high dividends to their owners.

banking is rather tightly controlled by the Central Bank of the Russian Federation and is the object of a thorough analysis of other interested organizations. Banks regularly publish their results financial activities, reporting balances, report to the Central Bank of the Russian Federation on a wide range of indicators. This allows for an objective rating assessment of their work, which increases the reliability of bank shares.

Issues of bank bonds in Russia are not yet widely practiced. This is explained by the fact that investors are not yet capable of long-term investment. But it is possible that with the development of the securities market and the stabilization of the economy as a whole, bank bonds will take a significant place in the financial market.

Bank bills are currently already very popular. Many banks issue not only purely financial bills (as an analogue of a deposit loan), but also use bills to perform a variety of trade and financial transactions. Bill circulation in Russia has very good development prospects.

So, with the development of the securities market and the formation banking system securities of commercial banks enjoy increasing confidence and popularity among investors and are becoming increasingly important in the financial market.

LIST OF USED SOURCES

1. Federal Law No. 39-FZ of April 22, 1996 "On the Securities Market" (as amended on November 26, 1998)

2. CBR Instruction No. 128-I dated March 10, 2006 “On the Rules for the Issue and Registration of Securities by Credit Institutions in the Russian Federation” (as amended)

Civil Code RF dated 26.01.96 No. 14-FZ

4. Letter of the Central Bank of the Russian Federation dated February 10, 1992 No. 14-3-20 Regulation “On Savings Deposit Certificates of Credit Institutions”

5. Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies" (as amended on June 13, 1996).

Bank operations: A.V. Pechnikova, O.M. Markova - 2005
Banks and banking: A.I. Balabanov, V.A. Borovkova - 2007 .
Securities market: V.A.Galanov, A.I.Basov - 2006
www.cbr.ru
www.sbrf.ru

Commercial banks can issue the following types of securities: shares in order to form authorized capital, own debt obligations, bonds, deposit and savings certificates, bills of exchange - to attract additional borrowed funds.

The procedure for issuing shares and bonds by commercial banks is regulated by the following regulatory documents:

"On the Rules for the Issue and Registration of Securities on the Territory of the Russian Federation".

"On the Rules for the Issue and Registration of Securities on the Territory of the Russian Federation" (as amended by letters Ms 5 of January 27, 1993, No. 7 of February 4, 1993, and No. 132 of November 15, 1993).

· Instruction of the Central Bank of the Russian Federation of March 10, 2006 N 128-I (as amended on March 28, 2007) "On the rules for issuing and registering securities on the territory of the Russian Federation".

Commercial banks issue shares in order to form their own capital in the form of authorized capital, if they are created in the form of a joint-stock company and subsequently with an increase in the authorized capital.

All issues of securities, regardless of the size of the issue and the number of investors, are subject to mandatory state registration with the Central Bank of the Russian Federation. At the same time, issues of shares of joint-stock banks with an authorized capital of 400 million rubles. and more (including the expected results of the issue, issues by the bank of shares with foreign founders or with a foreign participation of more than 50%, with a foreign participation of legal entities and individuals from the CIS countries of more than 50%) are registered in the Department for Control over the Activities of Credit Institutions at Financial markets of the Central Bank of the Russian Federation. The issue of bonds in the amount of 50 million rubles or more is also registered there. and more. In all other cases, issues of bank securities are registered with the main territorial departments of the Bank of Russia and with the national banks of the republics within the Russian Federation.

According to the legislation of the Russian Federation, shares issued by banks can be registered and bearer. The nominal value of bank shares is expressed in rubles. All shares of the bank, regardless of the serial number and time of issue, must have the same nominal value (in rubles), if they provide the right to vote at a shareholders' meeting. This requirement also applies to preference shares, if these shares are vested with voting rights by the bank's statutory documents.

When establishing a joint-stock bank or transforming it from a share bank into a joint-stock bank, all shares must be distributed among the participants in this bank. If the transformation of a bank from a share into a share capital is accompanied by an increase in its authorized capital, then this increase can be carried out only at the expense of additional contributions from participants or distributed among the participants - with an increase in the bank's authorized capital at the expense of capitalization of its other funds.

The first issue of bank shares is registered according to the general rule without simultaneous registration of the issue prospectus. The registration of the first issue of bank shares must be accompanied by the registration of an issue prospectus if the following two conditions are met simultaneously: if there is a volume of placed securities among the founders, the number of which exceeds 500; if the total volume of the issue exceeds 50,000 minimum wages as of the date of the decision to issue securities.

The first issue of bank shares must consist entirely of ordinary registered shares. The issue of preferred shares in this case is not allowed. This situation is due to the fact that the bank in the first year of operation may not ensure the payment of dividends on preferred shares in the prescribed amount.

In order to increase the authorized capital, a joint-stock bank may issue shares only after the shareholders fully pay for all the shares previously issued by the bank. Registration of repeated share issues is accompanied by registration of the issue prospectus.

The registration of a re-issue of shares may not be accompanied by the registration of a prospectus if the following two conditions are met simultaneously:

1. the total volume of the issue does not exceed 50,000 minimum wages as of the date of the decision;

2. after completion of the issue, the bank will have no more than 500 shareholders.

When the authorized capital is increased, both ordinary and preferred shares may be issued. Preferred shares of the bank may have different nominal values, unless this contradicts the bank's statutory documents that give voting rights to preferred shares.

The procedure for issuing shares by a bank may differ depending on whether the registration of the issue of securities is accompanied by the registration of a prospectus. If the registration of the issue of bank securities is carried out without registration of the issue prospectus, then the issue procedure will include the following steps:

2. registration of the issue of securities;

3. registration of securities;

4. registration of the results of the issue.

If the registration of a bank's foam paper issue is accompanied by the registration of a prospectus, then the issuance procedure will include the following steps:

1. adoption by the issuer of a decision on the issue;

2. preparation of the issue prospectus;

3. registration of the issue of securities and the prospectus;

4. publication of the prospectus and publication of the announcement in the media mass media on the issue of securities;

5. sale of securities;

6. registration of the results of the issue;

7. publication of the results of the issue.

The decision to issue securities is made by the management body of the bank, which has the appropriate powers in accordance with the current legislation and the bank's statutory documents. The meeting of shareholders of the bank may authorize the Board of Directors of the bank in the interval between annual meetings of shareholders to decide on the establishment of periods for the implementation of share issues and their volumes with the establishment of the maximum increase in the authorized capital. At the same time, the Board of the bank reports to the next meeting of shareholders on the implementation of the increase in the authorized capital established for the past year. The release decision must contain general data on the procedure, sources, methods and timing for the implementation of activities related to the release.

The issue prospectus is prepared by the Board of the bank, signed by the Chairman of the Board, the chief accountant, stapled, its pages are numbered, laced and sealed with the seal of the bank. The issue prospectus must be certified by an independent audit firm: a) for the subsequent issue of shares; b) at the first issue of shares, carried out in the process of transforming a previously created bank from a share into a joint-stock bank.

The prospectus must contain:

a) basic data about the issuer;

b) data on the financial position of the issuer;

c) information about the forthcoming issue of securities.

In the "Basic information about the issuer" section, the status of the issuer is indicated as legal entity; legal and postal address; a list of all shareholders of the bank at the time of the decision to issue securities that have at least 5% of the total number of votes, the structure of the bank's management bodies and a list of all its members indicating their shares in the authorized capital of the bank; a list of all enterprises, banks and other firms and organizations in which the issuing bank owns more than 5% of their own funds; the issuer's affiliation to industrial, banking, financial groups, holdings, concerns, associations, public organizations, membership in commodity, currency and stock exchanges; a list of all branches and representative offices of the issuing bank.

Data on the financial position of the issuer must contain: balance sheets for the last three completed financial years or for each completed period from the moment of formation, if this period is less than 3 years; confirmed audit balance sheet as of the end of the last quarter before the decision to issue securities, confirmed by an audit; a brief description of the bank's property and its main activities, full reports on the use of profits; ruble valuation of the currency part of income and expenditure items separately for each type of currency; the size of the reserve fund in accordance with the statutory documents and the actual amount of the reserve fund as of the date of the decision; the amount of overdue tax debt; information on debts to creditors as of the last reporting date; data on the allocation of funds to capital investments; information about administrative and economic sanctions imposed on the bank; data on the authorized capital (total volume, including the paid part, division of the authorized capital into shares, the number of previously issued shares, their face value, the rights of owners of various types of shares); terms of payment of dividends; report on securities already issued by the bank, broken down by securities issues.

The information on the forthcoming issue of securities shall contain general data on the securities, on the procedure for their issue; on organizations that will take part in the distribution of securities; the procedure for determining the amount and payment of dividends; the direction of the use of mobilized funds; calculated data on the degree of return on investment in these securities.

To register the issue of its securities, the issuing bank submits, respectively, to the main territorial department of the Central Bank of the Russian Federation or to the Securities Department of the Central Bank of the Russian Federation the following documents:

a) an application for registration;

b) the issue prospectus (if the registration of the issue of securities is accompanied by the registration of the issue prospectus).

At the first issue of shares, registration documents are submitted simultaneously with the submission to the Central Bank of the Russian Federation of other documents necessary for the state registration of the bank itself. If a bank conducts a re-issue of shares, which is simultaneously accompanied not only by changes in the volume of the authorized capital, but also by other changes in its statutory documents, then the registration documents for the re-issue of shares are submitted simultaneously with the submission to the Central Bank of the Russian Federation of other documents necessary for registration of these changes.

When re-issuing shares, banks must submit registration documents to the relevant subdivisions of the Central Bank of the Russian Federation within a month from the date of the decision to re-issue shares.

Documents for amendments to the bank's charter in connection with an increase in the authorized capital, the bank must submit to the Central Bank of the Russian Federation after registration of the results of the issue of securities.

The Central Bank of the Russian Federation may refuse to register an issue of securities in the following cases:

Violation by the issuing bank of the current legislation of the Russian Federation on securities and the procedure for compiling and processing registration documents for the issue of securities;

Incomplete submission of registration documents;

The presence in the registration documents of false information or information that allows one to conclude that the conditions for issuing shares do not comply with the current legislation, banking rules and Instructions;

Non-compliance by the bank with economic standards according to quarterly reporting data as of the date preceding the issue of securities. The Central Bank of the Russian Federation may allow the issue of shares if, following the results of the issue economic indicators will be completed. In such cases, the issuing bank provides appropriate explanations for the reasons for non-compliance with economic standards and developed measures to bring them to the established standards.

The bank issuing shares must break even during the last three completed financial years or from the moment of formation, if this period is less than three years. For newly established banks, it is provided that if they operate for less than a financial year and there are losses during this period, the issue of shares is possible only if the bank submits appropriate calculations and guarantees confirming that the bank will have a profit at the end of the full financial year.

Along with the above, issuing banks are also required not to be subject to sanctions by government authorities. Issuing banks should not have overdue debts on taxes to the budget and loans at the time of drawing up the prospectus, a debit balance on a correspondent account opened with the Central Bank of the Russian Federation, including correspondent subaccounts of their branches. Refusal to register securities on other grounds is not allowed.

When registering an issue of shares, they are assigned a state registration number. If a bank simultaneously issues several types of shares, then a single set of registration documents is issued for them, but each of the types of shares receives its serial number according to the calculation of the issuing bank and a separate state registration number. If the bank, when re-issuing shares, provides for parameters similar to the previously issued type of shares, then the shares of the new issue retain the state registration number assigned to the shares of the previous issue similar to it.

After registration of the prospectus, the issuing bank publishes the registered prospectus as a separate brochure in sufficient quantity for information of potential buyers. At the same time, the bank publishes a notice in the media about the forthcoming sale of shares, indicating in it the type of shares to be issued, the volume and price of the sale, the timing of the start and completion of the sale; places where buyers can read the contents of the prospectus and purchase shares

Banks can accept shares as payment:

cash in national currency;

· material values necessary for the activities of the bank.

At the same time, the share of tangible assets in the first two years from the date of registration should not exceed 20% of the total amount of the authorized capital, and subsequently it should be reduced to 10%.

Banks can increase their authorized capital by capitalizing their own funds:

Resources of the reserve fund created at the expense of net profit (after taxation), subject to retention in this fund minimum amount in the amount of 15% of the paid amount of the authorized capital:

Funds received by the bank from the sale of shares to the first owners in excess of the nominal value;

Funds received as a result of the revaluation of fixed assets, carried out by decision of the Government of Russia;

Unused balances of economic incentive funds based on the results of last year's activities;

Fixed assets and household inventory acquired by the bank at the expense of its own profit, minus the depreciation accrued on them;

Accrued but unpaid dividends at the end of the reporting year;

Retained earnings at the end of the previous year;

By replacing convertible bonds previously issued by the bank with shares - in accordance with the terms of their issue and applicable law.

The sale of shares of the first issue must be completed no later than 30 days after receiving the notification of the Central Bank of the Russian Federation on the registration of the bank's founding documents, in case of subsequent issues - within a year from the date of registration of the issue prospectus. When selling shares in the amount of at least 50% of the declared amount of the issue, the bank registers the results of the issue, and the remaining unpaid part of the shares is sold during the year. The share of each of the founders of the shareholders in the authorized capital of the bank should not exceed 35%, and the share of shareholders related to each other by common interests - no more than 20% without notifying the Central Bank of the Russian Federation.

The report on the results of the issue is submitted to the relevant subdivision of the Central Bank of the Russian Federation. At the same time, a report on the first issue of shares is submitted simultaneously with documents for obtaining a permanent banking license.

The Central Bank of the Russian Federation may refuse to register the report and the results of the issue of securities, which means that the issue is declared invalid and the state registration of the issue itself is canceled if:

· the decision to recognize the issue as invalid was made by the issuer itself based on the results of the issue;

· the report on the results of the issue is not submitted for registration within the established period or by the day until which the issue is extended with the knowledge of the registering authority;

· violation of the current legislation, banking rules in the process of issuing shares by the bank;

· the actually paid share of the share issue is less than the established Instruction (50%);

· The report on the results of the issue was drawn up incompletely, in violation of the Instructions.

When canceling the state registration of the issue of shares, the issuing bank returns to the buyers the funds and tangible assets received from them.

After registration of the report on the results of the issue, the issuing bank publishes the results of the issue in the print media, where the message about the issue was previously published.

Banks issuing shares annually submit annual reports to the territorial departments of the Central Bank of the Russian Federation in the prescribed form. The report consists of sections:

a) information about the bank: full and abbreviated name of the bank; a list of all shareholders who own at least 5% of participation or voting shares in the authorized capital; list of members of the Council and the Board of the bank; a list of enterprises, firms and organizations in which the issuing bank owns 20% or more of the authorized capital, a list of banking and other organizations, of which the bank is a member or manager; a list of its departments, branches and representative offices;