home / Currency operations / Increase in authorized capital by issuing shares. Increasing the cost of capital through the issuance of shares: how to raise money? Increase in authorized capital by increasing the par value of shares
25.07.2021

Increase in authorized capital by issuing shares. Increasing the cost of capital through the issuance of shares: how to raise money? Increase in authorized capital by increasing the par value of shares

Changing the size of the authorized capital, being a significant corporate action, seriously affects the interests of the participants and creditors of the company, and therefore is subject to a special, rather scrupulous legal regulation. The change can be expressed both in an increase and in a decrease in the authorized capital.

Increase in the authorized capital of a joint-stock company

The authorized capital of a joint stock company can be increased in two ways:

  • 1) by increase face value shares;
  • 2) by placement of additional shares.

It is quite obvious that in the first case the total number of shares remains unchanged, in the second it changes upwards; both methods involve the placement of new shares.

Regardless of the way increase authorized capital not allowed, first of all, before his full payment (clause 2, article 100 of the Civil Code of the Russian Federation) (i.e., the company must first form capital to the specified parameters and only then "think" about a possible increase).

So, in one of the cases, the court found that when creating a company, the size of its authorized capital was determined by the constituent documents in the amount of 900,000 rubles. In fact, the founders paid 13,400 rubles. Despite this, the board of directors of the company decided to increase the authorized capital of the company by issuing additional shares, which was registered. Guided by Art. 100 of the Civil Code of the Russian Federation, the court indicated that the decision of the board of directors of the company to increase the authorized capital of the company and issue additional shares until the authorized capital was paid in full could not be recognized as a legally binding document, and on its basis state registration of the issue of shares should not have been carried out. Based on this, the issue of shares was declared invalid (see paragraph 5 of the Review of the practice of resolving disputes related to the refusal of state registration of the issue of shares and the recognition of the issue of shares as invalid ( information mail Presidium of the Supreme Arbitration Court of the Russian Federation dated April 23, 2001 No. 63)).

In addition, with an increase in the authorized capital at the expense of the company's property(We will talk about this option in more detail a little later) the amount by which capital is increased cannot exceed the difference between the value of net assets and the amount of the authorized capital and reserve fund of the company(paragraph 2, clause 5, article 28 of the JSC Law). The last restriction, due to the guarantee function of the authorized capital, is "linked" to the studied provisions of paragraphs 4–12 of Art. 35 of the JSC Law (see 7.1 of the textbook).

The guarantee function of the authorized capital, as mentioned, manifests itself indirectly, primarily through the ratio with the value of net assets. In this connection special attention deserves the question of the legitimacy of increasing the authorized capital in the case when the value of net assets for the second and each subsequent financial year becomes less than the existing size of the authorized capital. The FFMS of Russia explains that in this case, “the terms of issue and circulation, as well as the terms of the issue of shares, the placement of which is aimed at increasing the authorized capital, are contrary to the legislation of the Russian Federation due to the obligation to reduce the authorized capital or make a decision on its liquidation. an increase can take place if "net asset value joint-stock company - the issuer, a certain according to his quarterly financial statements for the last certified reporting quarter, the reliability of which is confirmed audit report, turns out greater than or equal to its authorized capital"(Letter No. 05-OV-03/14492 dated September 13, 2005 "On increasing the charter capital of a joint-stock company whose net asset value is less than its charter capital").

Let's move on to the study of individual ways to increase the authorized capital.

Increase in authorized capital by increasing the par value of shares

This method is currently used quite rarely, which is quite understandable: an increase in the authorized capital, as a rule, is aimed at attracting additional investments and (or) changing the structure of the authorized capital, which is not achieved by increasing the nominal value of shares. The considered increase is designed mainly for situations where it is necessary to increase the investment attractiveness of a company or comply with formal requirements for minimum size authorized capital.

The solution to the issue of increasing the authorized capital by increasing the nominal value of shares is exclusive; it is considered adopted if it is voted for by simple majority votes of shareholders - owners of voting shares participating in the meeting (paragraph 2 of article 28, paragraph 2 of article 49 of the JSC Law).

To prevent a situation of prolonged non-execution of the decision general meeting shareholders to increase the authorized capital by increasing the par value of shares, the law provides for the possibility of introducing such a decision period after which it is not enforceable. However, this period ends from the moment of state registration of the corresponding issue valuable papers(Clause 8, Article 49 of the JSC Law).

The increase is carried out only at the expense of the property of the joint-stock company (internal sources), so shareholders do not make any additional contributions (clause 5, article 28 of the JSC Law). It is necessary to support O. M. Krapivin and V. I. Vlasov, who note that it is more accurate in this case to speak of an increase not at the expense of property, but at the expense of cost property of the company (because, we repeat, the categories "property" and "authorized capital" are not of the same order; property includes real things, the rights and obligations of the company, while the authorized capital is the monetary value of the outstanding shares; it is not a component of the property).

Property Circle ( own funds– free financial sources formed as a result of the activities of the company), at the expense of which it is allowed to increase capital, is outlined by the Issue Standards. This is the additional capital of a joint-stock company; balances of special-purpose funds following the results of the previous year (except for the reserve fund and the employees' corporatization fund); in the presence of a special decision of the general meeting of shareholders - retained earnings of the company of previous years (clauses 4.1.3, 4.3.2, 5.3.2 of the Issue Standards). Without disputing the advisability of introducing such a list, it seems that it should be contained in acts of more high level(for example, in the Law on the RZB).

When the authorized capital is increased by the method under study, accommodation new shares(with a higher face value) by conversions in them shares with a lower par value.

Increase in authorized capital by placing additional shares

The solution of the issue of increasing the authorized capital in this way by the JSC Law refers to an alternative competences of the general meeting of shareholders, since the right to make such a decision can be granted by the charter board of directors(Supervisory Board).

The supreme governing body must decide on general rule, simple majority votes of shareholders - owners of voting shares participating in the meeting (the exceptions are two cases provided for in clauses 3, 4 of article 39 of the JSC Law, which we will discuss below) (clause 2 of article 49 of the Law on JSC), and the board directors (supervisory board) – unanimously by all members council, not counting those who left (clause 2, article 28 of the JSC Law). In passing, we note that it would be more logical, in our opinion, to include the issue of increasing capital by placing additional shares at the expense of the company's property (by analogy with increasing capital by increasing the nominal value of shares) under the exclusive competence of the general meeting of shareholders.

So, with regard to the issue of placing additional shares, it is permissible to redistribute the competence of management bodies. However, in two cases, the decision is imperatively taken only by the general meeting of shareholders: 1) when placing additional shares through a closed subscription; 2) upon placement by public subscription of additional ordinary shares that make up more than 25% of previously placed ordinary shares. It is in these situations that the risk for shareholders is the highest in terms of "dilution" of their share in authorized capital. In this regard, in both cases, the decision is not made simple, but qualified majority in 3/4 of the votes of shareholders - owners of voting shares participating in the meeting; moreover, the charter may provide for the need for a larger number of votes (clauses 3, 4, article 39 of the JSC Law). The provisions of the company's charter that provide for broader powers of the board of directors (supervisory board) to make decisions on increasing the authorized capital compared to those provided for by the JSC Law are not valid, and the decisions of the board of directors (supervisory board) based on them do not have legal force. 9 of the resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19).

The decision of the general meeting of shareholders to increase the authorized capital by placing additional shares (as in the case of an increase in the par value of shares) may contain indication of the period after which it is not subject to execution; the course of the said period shall terminate from the moment of state registration of the relevant issue of securities (clause 8, article 49 of the JSC Law).

In the interest of protecting shareholder rights, there is a provision whereby additional shares can only be placed within the number of authorized shares established by the charter of the company; moreover, the determination of the number of authorized shares and the rights granted by these shares is carried out exclusively by the general meeting of shareholders by a three-quarters majority of the votes of the owners of voting shares participating in the meeting (clause 4, article 49 of the JSC Law). Thus, the board of directors (supervisory board) may decide to increase the authorized capital by placing additional shares only within the limits of the number of authorized shares; the general meeting of shareholders has the right to make decisions on increasing the authorized capital and on introducing (changing) provisions on declared shares at the same time (clause 3, article 28 of the JSC Law).

Requirements to the content of the decision to increase of the authorized capital in the analyzed way, paragraph 4 of Art. 28 of the JSC Law: the number of additional ordinary shares and preferred shares of each type to be placed within the limits of the number of declared shares of this category (type) must be determined by the decision; placement method; placement price (at subscription) or the procedure for its determination; form of payment. This list is not closed: the decision may also determine other conditions of placement (for example, the period of placement of shares, which should not exceed one year from the date of state registration of an additional issue, the procedure for concluding agreements during the placement of shares).

Increase in authorized capital by placing additional shares Maybe(and should not, as in the first method!) carried out at the expense of the company's property(Clause 5, Article 28 of the JSC Law); when implementing this option, the sources of the company's own funds are similar to the sources specified in relation to the increase in the authorized capital by increasing the par value of shares (clause 4.3.2 of the Issue Standards).

Way accommodation additional shares are largely determined by those at the expense of whose property the increase in the authorized capital is carried out:

1) when increasing the authorized capital at the expense of the company's property only possible way is distribution of additional shares among all shareholders, those. shareholder all categories (types), and in proportion to the number of shares of this category (type) they own. The fairness of this approach is based on the fact that the increase in the authorized capital is carried out without paying for additional shares by their purchasers.

It should be taken into account that the formation of fractional shares is not allowed here (clause 5, article 28, clause 1, article 39 of the JSC Law); but if during the distribution of additional shares per fractional share a part of the additional share proportional to the fractional share owned by the shareholder is distributed, then such distribution is not the formation of a fractional share (clauses 4.3.5, 4.3.6 of the Issue Standards);

  • 2) when increasing the authorized capital at the expense of the property of persons, purchasing additional shares (directly or indirectly), the placement can take place in two ways:
    • a) by open or closed subscriptions;
    • b) through conversions into additional shares of previously placed emissive securities convertible into shares (meaning bonds and options; when preferred shares are converted without changing the par value, there is no increase in the authorized capital).

According to the results of the placement of shares in connection with an increase in the authorized capital amendments and additions are made to the charter. The legal grounds for their introduction are:

  • - solution authorized body the company on the basis of which the placement of shares (issuance securities convertible into shares) is carried out;
  • – a registered report on the results of the share issue (or an extract from state register emissive securities, if, in accordance with the law, the issuance procedure does not provide for state registration of the report) (clause 2, article 12 of the JSC Law).

Please note that these provisions are exempt from general rule, in accordance with which amendments and additions to the charter are carried out by decision of the general meeting of shareholders (clause 1, article 12 of the JSC Law). The specificity is expressed in the fact that, firstly, a corporate act can be adopted not only by the general meeting of shareholders and, secondly, this corporate act is not enough to register changes and additions to the charter (because the issue must be completed).

By virtue of paragraph 2 of Art. 12 of the JSC Law, when placing additional shares, the number of declared shares of certain categories and types is reduced by the number of placed additional shares of these categories and types. Such a revision creates unjustified formal difficulties in the case when the company, by increasing the authorized capital, wishes to maintain the same number of declared shares.

The interests of shareholders in the placement of additional shares and issuance securities convertible into shares (hereinafter referred to as securities) are ensured by giving them priority right acquisition of the named securities (Art. 40,41 of the JSC Law). Thus, object pre-emptive rights are, firstly, any additionally placed shares (irrespective of their category or type) and, secondly, placed emissive securities convertible into any stock.

It is quite obvious that the greatest "concern" among the participants of the company is the placement of securities by subscription, since it is with this method of placement that there is a possibility of changing the structure of the authorized capital, which can lead to the loss of shareholders of their positions in the company. Therefore, and also taking into account the essence of open and closed subscription, the pre-emptive right " works "when placing securities:

  • a) by open subscription - Anyway;
  • b) by closed subscription - only if, when a shareholder voted against or did not take part in voting on the issue of the placement of securities (because by approving the terms of a closed subscription, the shareholder thereby agrees with the proposed new distribution of shares among the participants in the company).

With other methods of placement, there is no need for a pre-emptive right. In addition, in two cases, the pre-emptive right does not arise when subscribing either:

  • 1) if securities are placed by a company with one shareholder(this is reasonable, since the shareholder alone decides on the issue of placement);
  • 2) when placing securities by closed subscription only among the shareholders, if, at the same time, they have the opportunity to purchase an integer number of securities to be placed in proportion to the number of shares of the corresponding category (type) they own (i.e., when the conditions of a closed subscription already include a mechanism similar to the institution of preemptive right). Along the way, it should be emphasized that if any of the shareholders refuses to purchase the securities due to him, they remain unplaced, unless otherwise provided by the decision on their placement (clause 6.4.8 of the Issue Standards).

So, the JSC Law clearly provides for cases of pre-emptive rights and itself stipulates exceptions to them. The adoption of imperative legislative regulation, taking into account the significance of the issue, is worthy of support from the position of practical expediency, but, unfortunately, it is not harmonized with the requirements of the Civil Code of the Russian Federation in this regard. The fact is that according to paragraph 3 of Art. 100 of the Code, the pre-emptive right of shareholders to purchase shares additionally issued by the company can be established only by the charter, although only in cases provided for by the law on joint-stock companies; thus, the JSC Law does not take into account the aspect of self-regulation, which is explicitly expressed in the Civil Code of the Russian Federation.

The pre-emptive right to acquire placed securities is exercised in compliance with the following fundamental beginnings (principles):

  • 1) principle identities of the category (type) of shares, held by the shareholder - the owner of the pre-emptive right, and the category (type) of shares being placed (or shares into which the placed issue-grade securities convertible into shares can be converted). For example, when placing bonds convertible into ordinary shares, the pre-emptive right will not arise for the holders of preferred shares;
  • 2) principle proportionality, in accordance with which securities are acquired in an amount proportional to the number of shares owned by the shareholder (of course, the corresponding category (type)). So, if a shareholder has 5% of the total number of all ordinary shares, then when placing additional ordinary shares, he has the right to insist on receiving 5% of "new" shares. The importance of observing the principle of proportionality (from the standpoint of maintaining a balance of interests of shareholders) prompted the legislator to allow the appearance fractional shares when exercising the pre-emptive right to acquire additional shares (clause 3, article 25 of the JSC Law). Note that the formation of fractional equity securities convertible into shares is not allowed.

The subject of pre-emptive right are exclusively shareholders; owners of issuance securities convertible into shares, as well as a company acquiring ownership of shares in statutory cases, they are not given. The circle of persons having the pre-emptive right is identified on a certain date and recorded in a special list (referred to as "the list of persons having the pre-emptive right to acquire additional shares and issue-grade securities convertible into shares"), compiled on the basis of the data of the register of shareholders. The date on which the list is compiled depends on the competence of which management body of the company includes the issue of placement of securities:

  • – if the decision to place securities is made general meeting of shareholders, then the list is drawn up on the date of drawing up the list of persons entitled to participate in this general meeting;
  • – otherwise the list is compiled as of the date of the decision to place the securities.

The refusal to enter into the said list may be appealed by the shareholder to the court, which taking into account the date of entry of the relevant person in the register of shareholders may decide on the obligation of the company to include the shareholder in the list (subparagraph 2, paragraph 12 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 No. 19).

Procedure for exercising the pre-emptive right is as follows:

  • 1) authorized persons must be notified of the possibility of exercising the pre-emptive right in the manner prescribed by the JSC Law for notification of a general meeting of shareholders (see clause 1, article 52 of the JSC Law). The notice must contain the following information:
    • – on the number of placed securities;
    • – on the price or the procedure for determining the price of their placement (including within the framework of exercising the pre-emptive right);
    • – on the procedure for determining the number of securities that each authorized person is entitled to acquire;
    • – on the procedure for submitting applications to the company for the acquisition of securities;
    • - on the period during which such applications must be received by the company (this period is called the period of validity of the pre-emptive right);
  • 2) in order to exercise the priority right, the persons possessing it must submit a written application to the company on the acquisition of securities subject to the following rules:
    • a) the application must indicate the name (name) and place of residence (location) of the applicant, as well as the number of securities to be acquired (since the exercise of the right may be both complete and partial);
    • b) applications must be received by the society within the period of validity of the pre-emptive right, and this period may not be less than:
      • - as a general rule - 45 days from the date of sending (delivery) or publication of the notice of the shareholder on the possibility of exercising the pre-emptive right;
      • – if the placement price of securities in accordance with the placement decision (providing not for a specific placement price, but for the procedure for determining it) is set after the expiration of the pre-emptive right, – 20 days from the date of sending (delivery) or publication of the shareholder's notification. Wherein this notice must additionally contain information on the term of payment for securities, which cannot be less than five business days from the date of disclosure of information on the offering price.

The period of validity of the pre-emptive right is of a preemptive nature: if it is missed, the pre-emptive right is terminated (subclause 5, clause 12 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19), and the application is not subject to satisfaction (see, for example, the determination of the Supreme Arbitration Court of the Russian Federation dated 05.02 .2008 No. 581/08);

3) as a general rule payment for acquired securities must be made by the shareholder in advance - before the application is received by the company; Therefore, proof of payment must be attached to the application submitted. Due to this arbitrage practice proceeds from the fact that when submitting an application without providing evidence of payment for the securities that the shareholder intends to acquire, the pre-emptive right (as in the case of missing the deadline) is terminated (subparagraph 5, paragraph 12 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 No. 19).

It is clear that the presented provisions on payment are not applicable when determining the placement price of securities after the expiration of the pre-emptive right: here payment is already made after the application is submitted within the period specified in the notice to shareholders (which, as noted, cannot be less than five business days from the date of price disclosures).

A serious guarantee of the rights of shareholders is the provision according to which they can pay for securities in cash even when the placement decision provides for payment of securities in non-monetary funds. This norm makes it possible to prevent the company from “circumventing” the rules on the pre-emptive right by limiting the types of property used to pay for the placed securities.

Shareholders may also have a "privilege" in part payment amount. The placement price of securities to persons exercising the pre-emptive right may be lower than the placement price to other persons, however, by no more than 10% and not lower than the par value of additional shares (or shares into which the issued equity securities are converted) (clause 2 of Art. 36 and paragraph 2 of article 38 of the JSC Law, subparagraph 3 of paragraph 12 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 No. 19). It is worth remembering that the introduction of this "relaxation" is a right, not an obligation of society;

4) before the expiration of the preemptive right, the company is not entitled to place securities to persons who do not have a pre-emptive right. Thus, third parties may acquire the placed securities only after the shareholders have been given the opportunity to exercise their pre-emptive right.

The action of the pre-emptive right is imperative, the society cannot limit or suspend it. At preemptive right violation (including when placing securities among persons who do not enjoy the pre-emptive right, before the expiration of this right), the protection measures provided for in Art. 26 of the Law on the Securities Market (subparagraph 4, paragraph 12, paragraph 13 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation of November 18, 2003 No. 19); in particular, a shareholder may apply to the court for recognition committed during the placement transactions are invalid. Thus, the consequences of a violation of the pre-emptive right to purchase additional shares and issue-grade securities convertible into shares and the pre-emptive right to purchase shares of a closed company are significantly different (because if the latter right is violated, the question of transferring the rights and obligations of the buyer, and not of the invalidity of the transaction ).

In addition, for the pre-emptive right to purchase placed securities, the law does not provide for a ban on concession(as it was done in relation to the pre-emptive right to purchase shares of a closed company alienated by shareholders). This gave rise to a discussion about the legitimacy of such a concession. Most authors come to the conclusion that the nature of the pre-emptive right is incompatible with the possibility of its assignment. This "...property right," points out M.I. Braginsky, "is of a personal nature, and therefore its transfer to other persons is not allowed" (Commentary to the Federal Law "On Joint-Stock Companies" with amendments and additions / ed. G 190). rights to purchase additional shares.

At the same time, in the literature, the prohibition on the assignment of the preemptive right is sometimes criticized: for example, according to L.V. ... dispose of this latter at its own discretion, including its paid alienation to other participants" (Kuznetsova L.V. Preemptive rights in the civil law of Russia: monograph. – M.: Os-89, 2007. – S. 176–177).

Finally, the features of the placement of additional shares take place if we are talking on certain joint-stock companies in which a block of shares providing more than 25% of the votes at the general meeting of shareholders, is in state or municipal ownership. The legislator in paragraph 6 of Art. 28 of the JSC Law and Art. 40, 41 of the Federal Law of December 21, 2001 No. 178-FZ "On the privatization of state and municipal property" establishes guarantees aimed at maintaining the share of the state or municipality in the authorized capital. These guarantees do not apply to all companies with the participation of public entities, but only:

  • 1) open companies, created during the privatization process, moreover, provided that the block of shares of the specified size became the property of a public entity precisely in the process of creating a company on the basis of privatization legislation;
  • 2) open companies, included in the list of strategic at the same time, regardless of the grounds for the receipt of the indicated number of shares in the ownership of a public entity, unless otherwise provided by law.

The situation does not change (that is, the guarantees are valid) if the corresponding number of shares of the listed companies is transferred by the public owner to the unitary enterprise on the right of economic management (which means that the shareholder will be considered not the public entity itself, but unitary enterprise), since in this case the shares continue to be in state or municipal ownership (information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated 05.02.2008 No. 124 "On some issues in the practice of applying arbitration courts certain provisions of Articles 40 and 40.1 of the Federal Law “On the Privatization of State and Municipal Property””).

An increase in the authorized capital of the listed companies may be carried out if such an increase retains the size of the share of the state or municipality and unless otherwise provided federal law"On the privatization of state and municipal property". The normative act allows a reduction in the share of public education only if: a) a positive decision on this matter is made by an authorized state or municipal body (for companies included in the list strategic enterprises and joint-stock companies - by the President of the Russian Federation, for other companies - by the Government of the Russian Federation, executive power subject of the Russian Federation or an authority local government); b) the public entity maintains its share in the amount of at least 25% of the votes plus one voting share (or 50% of the votes plus one voting share - if the shares that provide more than 50% of the votes at the meeting of shareholders are in state or municipal ownership) (Art. .40). Moreover, when placing shares open societies through open subscription and implementation stock exchange their listing, as well as in the case of placement of shares of open companies outside the Russian Federation, the increase in the authorized capital and the determination of the size of the share of a public entity in the authorized capital are carried out by decision of the authorized state body or local government (Article 40.1).

Preservation of the size of the share is ensured by contributing to the authorized capital of state or municipal property or funds from the corresponding budget to pay for additionally issued shares (clause 1, article 40 of the Federal Law "On the privatization of state and municipal property"). Difficulties may arise in this case, for example, when a public entity agreed to the placement of additional shares, but for some reason did not pay for the shares due to it. Based on the formal interpretation of the law, the conflict of public and private interests that arises in this situation (for example, private individuals who have already acquired the shares being placed) should be resolved in favor of the former (which is probably not entirely fair).

  • Cm.: Krapivin O. M., Vlasov V. I.

An increase in the authorized capital by means of an additional issue of shares may be carried out by a decision of the general meeting of shareholders or by a decision of the Board of Directors (supervisory board) of the company, if the latter has been granted such a right in accordance with the charter of the company or a decision of the general meeting of the joint stock company. The decision to increase the authorized capital by increasing the nominal value can only be taken by the general meeting. If ordinary shares are placed by public subscription or other issue-grade securities constituting more than 25% of previously placed ordinary shares are converted into ordinary shares, then the decision on this placement is made by the general meeting of shareholders.

In joint stock companies, there are two main ways to increase the authorized capital:

Additional issue of shares;

Increase in the nominal value of previously issued shares.

Placement of additional shares can be carried out by means of subscription and conversion. With the help of additional issues carried out by means of a subscription, capital is mainly raised from outside, i.e. on the secondary market, however, it can also be used to distribute property belonging to the company. When the authorized capital of the company is increased at the expense of its property by placing additional shares, these shares are distributed among all shareholders. At the same time, each shareholder is allocated shares of the same category (type) as the shares he owns, in proportion to the number of shares he owns. At the same time, the issue and placement of fractional shares is not allowed.

The second method of increasing the authorized capital is usually used to redistribute among the shareholders the additional value already available in the joint-stock company, which was formed during the capitalization of profits or during the revaluation of property.

The increase in the authorized capital of the company by increasing the nominal value of shares is carried out only at the expense of the property of the company. For example, a joint-stock company acquired fixed assets at the expense of earned profits, which actually already belong to shareholders, and the company needs to minimal cost redistribute this additional capital among the shareholders and bring the amount of the actually increased authorized capital into line with the number of shares in circulation. The amount by which the company's authorized capital is increased at the expense of the company's property must not exceed the difference between the value of the company's net assets and the amount of the company's authorized capital and reserve capital.

Additional shares may be placed within the limits of the number of declared shares, which is determined in the Charter of the JSC. Decisions on increasing the authorized capital and on the maximum number of declared shares in a joint-stock company may be taken simultaneously at one general meeting.


The sale of shares can take place through an open or closed placement. Only open joint-stock companies have the right to carry out an open placement.

In the case of an open placement of shares, the number of potential buyers and the number of shares acquired by them are not limited. At the same time, in the funds mass media information about this placement should be given.

In a closed placement of shares, issuers know in advance the composition of potential buyers of shares and the number of shares they acquire.

When joint-stock companies are formed, the first placement of shares always takes place in the form of a private placement.

An increase in the authorized capital of a joint-stock company by issuing additional shares in the presence of a block of shares representing more than 25% of the votes at the general meeting of shareholders and fixed in state or municipal ownership can be carried out only on the condition that such an increase retains the former share of the state or municipality.

The charter of a joint-stock company or the general meeting of shareholders determines the number and nominal value of additionally placed declared shares. The rights granted to the owners of all categories and types of shares must also be defined in the charter of the joint-stock company.

In an open joint stock company, it is not allowed to establish the pre-emptive right of the company or its shareholders to acquire shares alienated by the shareholders of this company.

Shareholders of a closed joint stock company enjoy the pre-emptive right to acquire shares sold by other shareholders of this company. The term for exercising the pre-emptive right, provided for by the charter of the company, must be at least 10 days from the date of notification by the shareholder intending to sell his shares to the other shareholders and the company. Assignment of the said priority right is not allowed.

Depending on the degree of payment, shares are divided into placed (acquired) and announced (additional).

Shares issued during the formation of a joint-stock company are called placed. At the time of registration of the joint stock company, they must be fully distributed among the founders and paid within three months from the date of registration of the joint stock company by at least 50%. The rest of the payment must go to the joint-stock company before the end of the first year from the date of its formation. If a shareholder fails to pay for the shares within the established period, then the shares attributable to the amount of non-payment are transferred to the disposal of the joint-stock company, which may provide for penalties in case of such non-payment. Payment can be made in money, securities, things, intangible assets, property rights and other rights that have a monetary value, while the joint-stock company may limit the list of legally permitted forms of payment for shares. When paying for shares in non-monetary funds, to determine the market value of the property, the independent appraiser, and the value of the monetary valuation of property made by the founders of the company and the board of directors cannot be higher than the value of the valuation made by an independent appraiser.

When placing additional shares and issuance securities convertible into shares for shareholders exercising pre-emptive rights to acquire shares, their price may be reduced, but not more than by 10%. The term for the exercise of these rights must be at least 45 days from the date of delivery or publication of a notice of the right to acquire these securities.

New issues of shares and bonds placed by subscription, joint-stock companies have the right to carry out only after full payment for previous issues of shares.

In subsequent issues, shares become placed only after their full payment, after summing up the results of the placement of shares at the general meeting (board of directors) of the joint-stock company, approval of these results in the registering authority, after registration of amendments to the JSC charter on changing the authorized capital and making appropriate changes to the balance sheet joint-stock company.

Declared shares are considered to be sold from the moment of the announcement of their sale until the moment of summing up the results of the placement of shares. The number of additional shares and their value must be determined in the articles of association. The shares are not granted voting rights until they are paid in full.

The right to vote is not granted and dividends are not paid on shares that are at the disposal of the joint-stock company itself. Such shares must be sold no later than one year from the date of their receipt at the disposal of the company at a price not lower than face value, otherwise the company will have to decide to reduce the authorized capital by redeeming these shares. If the reduction of the authorized capital is not carried out within a reasonable time, then the state bodies endowed with the appropriate powers have the right to file a lawsuit in court for the liquidation of this joint-stock company.

Reduction of the authorized capital of a joint-stock company

The reduction of the authorized capital of a joint-stock company can be carried out in two ways:

By reducing the par value of shares;

By reducing the total number of shares outstanding through their acquisition and redemption.

Acquisition and redemption of shares is allowed only if such a possibility is provided for in the charter of the company. A joint stock company is not entitled to reduce the authorized capital if, as a result of this, its size becomes less than the minimum authorized capital established by the Federal Law as of the date of registration of the relevant changes.

The decision to reduce the authorized capital of the company and to make appropriate changes to the charter of the company is taken only by the general meeting of the joint-stock company. At the same time, no later than 30 days from the date of the decision to reduce the authorized capital of the company in writing must notify its creditors. Creditors have the right, within a period of not more than 30 days from the date of sending them a notification or from the date of publication of this decision, may demand from the company the termination or early performance of its obligations and compensation for the losses associated with this.

If there has been an actual decrease in the authorized capital at the end of the financial year, then the joint-stock company must amend the charter and fix the real amount of the authorized capital, if it has decreased to an amount less than the minimum amount established by the state, then the joint-stock company must declare self-liquidation.

Calculation and payment of dividends

The dividend is part net profit, which is paid to the shareholder in the form of earnings per share.

The amount of dividends on preferred shares is determined in a fixed amount (as a percentage of the par value of a share) upon their issue. Payments of dividends on preferred shares are obligatory and have priority over payments on ordinary shares. They must be made at least once a year, in case of non-payment, shareholders owning these shares have the right to sue the joint-stock company for non-payment of dividends.

The amount of dividend on ordinary shares is determined by dividing the part of net profit determined at the general meeting of shareholders for the payment of dividends on ordinary shares by the number of these shares owned by shareholders. These dividends are not guaranteed.

Dividends are not paid on shares owned by the joint-stock company - the issuer of these shares.

A joint-stock company is obliged to pay dividends declared on shares of each category (type). Dividends are considered to be declared, the amount of which was determined and announced at the time of their issue (for preference shares) or declared at the general meeting of shareholders after a decision was made to pay them at the end of the year (for ordinary shares). Dividends are paid out of the net profit of the company, and payments on preferred shares can also be paid out of the company's funds specially intended for this, and if these funds are insufficient, the company must find funds to fulfill its obligations.

The joint-stock company has the right to pay dividends once a year, half-yearly, quarterly. It must determine the order of payment of dividends on preferred shares if the company has issued several types of these shares. The decision to pay interim dividends (quarterly and semiannual) is made by the Board of Directors (Supervisory Board). The decision on the payment of annual dividends, the amount of the dividend and the specifics of their payment is made by the general meeting of shareholders on the recommendation of the board of directors. The amount of annual dividends cannot be more than the amount recommended by the Board of Directors and less than the amount of interim dividends paid. The form of payment of dividends is determined in the charter of the joint-stock company and is fixed in the decision on the issue of shares. During the period of placement of shares, the issuer does not have the right to make a decision to change the form of payment of dividends. Dividends may be paid in cash or other property, if it is provided for in the charter of the joint-stock company.

The date of payment of annual dividends is determined by the charter of the company or the decision of the general meeting, it should not exceed 60 days from the date of the decision to pay dividends.

Dividend payments on different types preference shares must be exercised in accordance with the sequence specified in the charter of the joint-stock company.

A joint stock company is not entitled to pay dividends on ordinary shares:

Until full payment of the entire authorized capital of the company;

Until the redemption of all shares that must be redeemed in accordance with Articles 75 and 76 of the Law "On Joint Stock Companies";

If at the time of payment of dividends the joint-stock company meets the signs of bankruptcy or these signs appear in the joint-stock company as a result of the payment of dividends;

If on the date of payment the value of the company's net assets is less than the sum of its authorized capital, reserve fund and the excess of the liquidation value of the placed preferred shares over the nominal value determined by the company's charter, or becomes less than the specified amount as a result of the payment of dividends;

If dividends on preferred shares are not paid;

In other cases provided for by federal laws.

If the listed circumstances are eliminated, the joint-stock company is obliged to pay the declared dividends to the shareholders.

Taxes on dividends are accrued and paid at the source of payment, i.e. by a joint-stock company - the issuer of shares after the announcement of the payment of dividends.

The authorized capital is not a fixed value forever. Based on the economic situation, as well as the requirements of the current legislation and financial and economic feasibility, joint-stock companies can either increase or decrease the authorized capital.
If the JSC decides to increase the authorized capital, then you need to pay attention to the following point - the authorized capital can be increased only after all shares, the issue of which is registered, are fully paid.

The authorized capital can be increased in two ways:

  1. conversion of previously placed shares into shares with a higher par value;
  2. issue of additional shares.

An increase in the authorized capital by converting previously placed shares into shares with a higher par value is possible only at the expense of the internal reserves of the joint-stock company - share premium, which is received from the sale of own shares in excess of their par value, funds from the revaluation of fixed assets, retained earnings.
Having chosen this method of increasing the authorized capital, the organization issues new shares with a higher nominal value, the placement of which is carried out by converting the old shares.
Depending on these sources, an increase in the authorized capital in accounting is reflected in the following entries:

  1. D 83 “Additional capital”, sub-account “Share premium” - K 75 “Settlements with founders”, sub-account 1 “Settlements on contributions to the authorized capital”;
  2. D 83 “Additional capital”, sub-account “Revaluation of fixed assets” - K 75 “Settlements with founders”, sub-account 1 “Settlements on contributions to the authorized capital”;
  3. D 84 “Retained earnings (uncovered loss)” - K 75 “Settlements with founders”, sub-account 1 “Settlements on contributions to the authorized capital”;
  4. D 75 “Settlements with founders”, sub-account 1 “Settlements on contributions to authorized capital” - K 80.1 “Declared capital”.

At the same time, the movement of capital is reflected in the sub-accounts of account 80 "Authorized capital".

All entries in the accounting are made only after making appropriate changes to the charter of the JSC and after registering the decision to place shares by conversion.

Example 1. Increase in authorized capital due to the value of shares

The authorized capital of CJSC Omega was formed after the issue of shares in the amount of 1000 pcs. nominal value of 200 rubles. The meeting of shareholders in June decided to change the authorized capital of the company. To do this, they decided to increase the nominal value of the shares three times at the expense of the profit remaining at the disposal of the organization following the results of the previous year. In August, the charter of CJSC Omega was amended in connection with an increase in the charter capital.

As a result of the conversion of shares with a par value of 200 rubles. in shares with a nominal value of 600 rubles. the authorized capital was increased by 400,000 rubles. (1000 pieces (600 rubles - 200 rubles)). The following entries will be made in the accounting of Omega CJSC (Table 1).

Table 1 - Correspondence of accounts for an increase in the authorized capital

When increasing the authorized capital at the expense of the joint-stock company's own funds, shareholders must comply with the requirement established by Federal Law No. 208-FZ "On Joint-Stock Companies". The amount by which the authorized capital is increased must not exceed the difference between the value of the JSC's net assets and the amount of the authorized capital and reserve fund. These figures are calculated from the data financial statements issuer for the last quarter (completed reporting period) preceding the date of submission of documents for state registration of the share issue.

Example 2. Increase in authorized capital at the expense of additional capital

The meeting of shareholders of JSC "Elef" decided to increase the authorized capital at the expense of additional capital by increasing the par value of shares. The amount of the authorized capital of JSC "Elef" is 400,000 rubles, additional capital - 860,000 rubles. (including funds from the revaluation of fixed assets 750,000 rubles, share premium 110,000 rubles), net assets 1,220,000 rubles, reserve capital 20,000 rubles.
The maximum amount by which the authorized capital can be increased is 800,000 rubles. (1,220,000 rubles - 400,000 rubles - 20,000 rubles). Consequently, an OJSC may not allocate the entire amount of additional capital, but only 800,000 rubles, to increase the authorized capital. The following entries were made in the accounting records:

  1. D 83 "Additional capital" - K 75 "Settlements with the founders", sub-account 1 "Settlements on contributions to the authorized capital" - 800,000 rubles. – additional capital funds are used to increase the authorized capital;
  2. D 75 “Settlements with the founders”, sub-account 1 “Settlements on contributions to the authorized capital” - K 80 “Authorized capital” - 800,000 rubles. - an increase in the authorized capital is reflected.

The decision to increase the authorized capital of the company by placing additional shares may be taken by the general meeting of shareholders or the board of directors (supervisory board) of the company, if in accordance with the charter of the company it is granted the right to make such a decision.
In order to avoid "dilution" of the authorized capital by issuing additional shares, Law No. 208-FZ determines that when a decision is made by the general meeting of shareholders, at least 3⁄4 owners of voting shares must vote for it.

When a decision is made to increase the authorized capital of a company by placing additional shares, the board of directors (supervisory board) must vote for it by all its members (i.e. the decision is made only unanimously).
The procedure for issuing shares placed by subscription is established by the Standards for the Issue of Securities and Registration of Securities Prospectuses, approved by Order No05-4/pz-n of the Federal Financial Markets Service dated March 16, 2005, in terms of the amount by which the authorized capital is increased.

When issuing additional shares, it is necessary to take into account the fact that the number of shares to be placed should not exceed the total number of shares already announced, reflected in the charter of the company. After registering with the financial authorities of its decision to issue shares, the JSC proceeds with their placement.
Payment for shares is carried out at market value, but not lower than the par value. However, there are exceptions to this rule:

  1. when placing additional ordinary shares, shareholders who already own ordinary shares may purchase them on preferential rights at a price below the market by no more than 10%;
  2. when placing additional shares with the participation of intermediaries, the placement price of shares may be lower than their market value by the amount of intermediary remuneration, which is set as a percentage in relation to the placement price of shares.

Additional shares placed by subscription must be paid in full. Payment for the value of the placed shares may be made in cash, securities, property or property rights having a monetary value. When paying for additional shares with property, its monetary value is made with the help of a decision of the board of directors.
The payment period for the shares of the second and subsequent issue is determined by the company independently and is reflected in the decision on the placement of additional shares. This period should not exceed 1 year from the date of placement of shares.
The decision on the placement of securities by way of subscription may determine the share of the securities of the issue, in case of non-placement of which the issue of securities is considered failed. Such share cannot be less than 75% of the total number of securities. If, as a result of the subscription, the required number of shares was not placed and the issue was declared invalid, then the amounts paid for the shares must be returned to their owners.

From January 1, 2005, state duty is payable upon state registration of issues (additional issues) of emissive securities (subclause 44, clause 1, article 333 of the Tax Code of the Russian Federation). Thus, for the state registration of an issue (additional issue) of emissive papers placed by subscription, joint-stock companies are charged 0.2% of the nominal amount of the issue (additional issue), but not more than 100,000 rubles. The fee is paid simultaneously with the submission of documents for registration of the issue and transferred to the federal budget.

For accounting purposes, expenses in the form of state fees paid in connection with an increase in the authorized capital of an organization may be included in non-operating expenses. When the fee is charged, the following is recorded:

D 91 “Other income and expenses”, sub-account 2 “Other expenses” - K 68 “Calculations on taxes and fees” - a fee has been charged, payable to the budget.

In order to calculate income tax, state duties paid by the organization are taken into account as non-operating expenses on the basis of subparagraph 3 of paragraph 1 of Article 265 of the Tax Code of the Russian Federation.
Income in the form of an excess of the placement price of shares ( market price) over their nominal value in the composition of income for tax purposes is not taken into account.
An increase in the authorized capital of a JSC through an additional issue of shares, as a result of which third-party investments were attracted, is reflected in the accounting records with the following entries:

  1. D 75 "Settlements with the founders", sub-account 1 "Settlements on contributions to the authorized capital" - K 80.1 "Declared capital" - registration of an additional issue of shares is reflected;
  2. D 80.1 "Declared capital" - K 80.2 "Subscribed capital" - subscription for shares is reflected;
  3. D 08 "Investments in non-current assets", 10 "Materials", 41 "Goods", 50 "Cashier", 51 "Settlement accounts", 52 "Currency accounts", 58 " Financial investments» - K 75 "Settlements with the founders", sub-account 1 "Settlements on contributions to the authorized capital" - payment for shares in cash and non-cash was received;
  4. D 75 "Settlements with the founders", sub-account 1 "Settlements on contributions to the authorized capital" - K 83 "Additional capital" - share premium is taken into account;
  5. D 80.2 "Subscribed capital" - K 80.3 "Paid-in capital" - reflects the redistribution of funds in the structure of the authorized capital.

Example 3. Increase in authorized capital by issuing additional shares

JSC "Alliance" decided to increase the authorized capital in the amount of 500,000 rubles. due to the release of 5000 pcs. additional shares with a par value of 100 rubles placed by subscription. In accordance with the decision to issue the shares are placed at a price of 110 rubles. per share. The cost of the shares is paid in cash in full upon subscription. The following operations will be registered in the accounting of OJSC "Alliance" (Table 2).

For one reason or another, the company may need to increase the authorized capital (hereinafter referred to as the MC). There are three ways to increase the CC. Consider the procedure for increasing the UK at the expense of the property of the company.

2. Formation of a package of documents for registration:

    the articles of association of the company new edition or amendments to the charter (2 copies);

    decision or minutes of the general meeting of participants on the increase in the authorized capital and amendments to the charter;

    a copy of the balance sheet for the previous year, certified by the seal and signature of the head;

    calculation of the value of the company's net assets.

3. Payment of state duty.

For state registration of amendments to constituent documents legal entity, you must pay a state duty in the amount of 800 rubles. (4,000 rubles x 20%) (paragraphs 1.3 of paragraph 1 of article 333.33 of the Tax Code of the Russian Federation).

4. Submission of a set of documents to the tax office.

A set of documents can be submitted directly to tax office(in person or through a representative under a notarized power of attorney) or to a multifunctional center - MFC (in person or through a representative under a notarized power of attorney). A set of documents can be sent by mail with a declared value and a description of the attachment.

5. Receipt of documents.

State registration changes are made within a period of no more than five working days from the date of submission of documents to the registration authority (clause 1, article 8 of Law No. 129-FZ).

The issue and placement of which is carried out in addition to the previously issued shares. The main purpose of such an issue may be to increase the existing authorized capital of the company, its reorganization (some forms), as well as attracting new partners from outside.

Additional shares are issued subject to the requirements of Article No. 19 of the Federal Law "On the Securities Market", which stipulates all the main points.

Decision to issue additional shares

To issue an additional issue, a decision of one of the bodies is required - the supervisory board (board of directors) or the meeting of shareholders. It all depends on the conditions for placing an additional batch of securities, prescribed in the company's charter. There is no single requirement in the Law on Joint Stock Companies - one of two options is available, but it is better to make a decision at a meeting of shareholders - this way there will be fewer questions.

If a decision on an additional issue is made at a meeting of shareholders, the number of required votes is calculated taking into account the placed securities. If the assets are transferred on the basis of a closed subscription, then the consent of ¾ of the shareholders' votes is required for an additional issue. The same number of voters is also required if the additional issue was made by open subscription. At the same time, the issue volume should exceed a quarter of the already placed assets.

If the charter does not contain figures reflecting the exact number of shares, then the decision on the amount of declared assets can be made at the same meeting. The decision will be considered positive also if there are 2/3 votes. When making changes to the charter regarding an increase in the number of shares, it is necessary to register the changes made in the constituent document.

If the decision on the issue is made by the board of directors, then the votes of all participants in the meeting will be required. At the same time, if some directors leave, their votes may not be taken into account. At the same time, there is a practice of appealing the decisions of the board of directors in the absence of one of their directors during the voting (or the absence of his vote). At the same time, he could simply leave the SD until the moment of voting (at will).

What is contained in the decision to issue additional shares?

When issuing additional securities, the decision must contain the following items:

The total number of securities to be issued by the joint stock company. In this case, each type of issued share must be specified;
- method of placement;
- the cost of placement of assets, as well as the method of its calculation;
- features of making payments for shares placed by subscription;
- other conditions of issue.


The value of the assets issued is not required. Suffice it to say that the question of the share price will be decided later by the board of directors. In this case, the cost must be determined before the start of placement. The issue of additional shares allows you to provide a higher price (it is forbidden to set lower than it was before). In this case, the joint-stock company has an emission, which is not subject to taxation.

Features of financing the issue of additional shares

When placing additional shares, financing is possible:

1. On account of the property of the joint-stock company. In such a situation, the basic requirements will coincide with those in the case of an increase in the nominal value. At the same time, assets should be distributed evenly to the total number of issued shares or taking into account the category of already existing owners. Placement of newly issued shares in such a way that they look like fractional ones is prohibited;

2. Money, securities or other property. In addition, payment for an additional issue can be made at the expense of property rights that have financial assessment. As an alternative to payment, there is an option to use the offset of financial claims against the JSC. In the latter case, the securities must be placed through a closed subscription. At the same time, the application of a monetary claim when paying for a new batch of shares must be provided for by an appropriate decision of the board of shareholders or the board of directors.

The charter of a joint-stock company may contain a number of restrictions regarding the types of property available for payment of an additional issue. In addition, a number of sources of capital cannot be used for these purposes. For example, it is forbidden to apply the right to lease land plots in special areas, the right to use land plots indefinitely, the right to lease land plots related to the forest fund.

There are also special requirements for paying for shares of investment funds.
If paid in cash, then required condition– monetary value of the board of directors. In this case, the result should not be more than the value of the valuation of the JSC's property. If an increase in the Criminal Code is required, then the involvement of an appraiser and the determination of all types of company property is mandatory. In particular, we are talking about those objects that will be used to pay for additional emission.

For the category of persons entitled to the priority purchase of shares, a special - reduced price of the security may be established. A deviation of no more than 10% of the value of the asset for other buyers is allowed. In this case, the lower limit of the price should not be less than the face value of the security.

It is worth noting that recently the increase in the authorized capital through the issuance of an additional issue with a negative balance of net assets was prohibited. On this moment according to letter No. 12-DP-03/12363 dated March 27, 2012, such an action is quite acceptable.

Options for placing additional shares and their registration

When issuing an additional batch of securities, there are three options for placing securities:


1. Transfer to existing shareholders. This is real only in the situation when the issue of additional assets is carried out at the expense of the property of the joint-stock company.

2. Through the conversion.

3. By subscription. This method is one of the most popular today (especially when placing additional shares in order to increase the authorized capital). The transfer of securities is made on a reimbursable basis. At the same time, an obligatory condition is the conclusion of agreements with shareholders on the sale and purchase of assets. Parties to the agreement - the issuer and.

In case when potential buyers for additional shares of the company are already known, then we are talking about a closed subscription. If the future shareholders are not yet known, then the placement is made by open subscription.

Registration of an additional issue may be carried out simultaneously with the registration of a share prospectus. If the assets are placed by subscription, then registration of the prospectus is mandatory, except for a number of cases when at least one of the following conditions is met:

Securities are placed between professional investors. At the same time, the total number of buyers with a priority right to purchase assets should not exceed 500. This number may not include professional investors;

When converting securities into shares, the latter are placed among buyers who at the time of the transaction already were or are holders of JSC shares. At the same time, the number of such persons should not exceed 500 (excluding professional investors);

Securities are placed among persons whose number does not exceed 150 people. At the same time, qualified investors are not included in this number. In addition, the number of shareholders may be 500 people, if they do not include persons who at the time of placement were or already are shareholders of the issuer;

Assets are placed through a closed subscription among 500 people (this number does not include professional investors);


- the total amount of capital raised by the issuer by placing one or more issues within 365 days is not more than two hundred million rubles;

The total amount of capital raised by the issuer ( credit institution) by placing debt securities within 365 days not exceeding the amount of about four billion rubles;

The amount of capital contributed by each of the buyers does not exceed four million rubles. The number of shareholders does not include persons having the primary right to purchase securities. The total number of buyers (excluding professional investors) must not exceed 500.

If at least one of the above conditions is met, the prospectus of issued assets may not be registered. If a prospectus is registered, then the placement process must take place simultaneously with the disclosure of information.

Before making an additional issue, it is important to make sure that the amount of the authorized capital is fully redeemed. At the same time, all reports on the results of the issue of previous securities must be endorsed accordingly. Also, when making an additional issue, it is important to take into account the law on joint-stock companies, which specifies the rules for placing an additional share. In particular, additional placement may be carried out only within the limits of the number of announced securities. If the charter does not contain such information, then appropriate changes must be entered into it.

Preemptive rights to purchase additional shares

If the placement of shares is made by open subscription, then the current holders of the securities have the right of first priority to purchase shares. At the same time, the available amount of assets will be commensurate with what is already on hand. In the case when the placement is made through a closed subscription, the shares can be placed not only among shareholders, but also among those persons who did not vote or voted against the issue. Until the expiration of the right to additional issue, placement of securities among other buyers is prohibited. In addition, those who have the right of first priority to buy out assets must be made aware of this.

In the case of an additional issue, a list of persons who have a priority right to purchase the company's securities must be drawn up. As a basis, the data of the register at the time of compiling the list of persons participating in the meeting or on the basis of a decision of the board of directors may be used. Next, notifications are drawn up and sent to selected persons (having the privilege of purchasing assets). In order to exercise your right to purchase, you must submit your application to JSC and attach a document confirming the payment.

Stages of issuing additional shares

Additional issue of securities consists of several main stages:

1. The beginning of the journey - making a decision on the future issue of additional assets. A meeting of shareholders can act as a body (we talked about this above).

2. The decision regarding the additional issue is being approved. In this case, we are talking about the development of a more detailed decision containing detailed information about the new issue of securities. It is extremely important that this decision be approved by all members of the board of directors of the company. In some cases, which are stipulated by the articles of association, such a right may be transferred to the meeting.

3. Procedure for registration of newly issued shares. The decision to conduct an additional issue must be registered in accordance with all the rules of the law. This operation is carried out by the Bank of Russia Service dealing with financial markets. Time for registration is given no more than 30 days from the date of transfer to the SBR FR. The application must be accompanied by all data on the legal and economic status of the JSC, as well as everything about the future issue of assets. The list of documents required for transfer is determined at the legislative level. Much here depends on the characteristics of the issuer, methods and nuances of asset allocation.


When registering securities, it is mandatory to disclose information that will allow both potential investors and shareholders to assess the feasibility of their own investments. In turn, the volume and procedure for disclosing data is also provided for by law. Sometimes it may be necessary to register an additional issue prospectus (as mentioned above).

4. Securities are placed in one of the ways - by subscription (open or closed), by converting assets into shares or distribution among shareholders, taking into account their rights and interests. Payment for the purchased assets can be made in any of the convenient forms - cash or non-cash. When buying securities, a contract of sale is drawn up. In the second case, special documents are drawn up, specified in the order of registration.

Additional shares are placed for a period that is agreed in the process of making a decision on the issue. The law defines the deadlines for subscription. It cannot last less than 30 days and more than a year. If the shares are distributed among the current shareholders, then the terms are not indicated, because the whole procedure takes no more than one day.

5. A report is being registered confirming the fact of the additional issue. Within one month, the issuing company undertakes to submit a report on the issue of additional assets in government agency dealing with registration matters. The decision to register the report is given no more than two weeks from the date of receipt of all papers for consideration.

If an incomplete package of documents was submitted or the deadlines for their transfer were violated, then registration may be denied. In addition, the reason for refusal may be the presence of errors or violation of the rules specified by law. If the SBR FR refuses to register an additional issue (for any of the reasons), then the issue can be considered failed.

To prevent this, when collecting all the documents and filling them out, it is important to be extremely careful in order to avoid refusal from the registration authorities. At the first failed attempt, it is important not to stop - if all the rules are followed, the re-registration of the issue will be successful.

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