Additional issue of shares. Additional issue of shares through closed subscription What information is posted when issuing shares

When registering a joint stock company, the founders, as a rule, form the authorized capital of the joint stock company being created in an amount not exceeding the minimum authorized capital. Today, the minimum amount of authorized capital for non-public joint-stock companies is 10 thousand rubles, for public joint-stock companies 100 thousand rubles. However, in the future there often arises a need to increase the authorized capital.

The joint stock company is developing and additional cash injections are needed to expand production. Increasing the authorized capital of a joint stock company is possible in two ways: increasing the par value of shares or placing additional shares (Clause 1, Article 28 of the Law on Joint Stock Companies). Moreover, in accordance with paragraph 1 of Article 39 of this Law, the placement of additional shares can be carried out in one of three ways :

— subscription (open or closed);

— conversion;

— distribution among shareholders.

Let us consider the content of corporate events carried out during an additional issue of shares placed by private subscription, and in the case where the additional issue of shares is not accompanied by state registration of a securities prospectus.

Registration of a prospectus for the issue of securities is required if shares are placed by public subscription or by private subscription among a circle of persons whose number exceeds 500. In this case, more stringent requirements for disclosure of information are provided in order to ensure that possible investors in the securities market receive the necessary information.

Payment for shares of an additional issue can be made either in cash or in various property (under an exchange agreement), which must be preliminarily assessed by an independent appraiser. The article will discuss the first option of paying for shares.

The process of additional issue of shares includes 5 stages:

1. Making a decision on the placement of equity securities;

2. Approval of the decision on additional issue of equity securities;

3. State registration of an additional issue of equity securities;

4. Placement of issue-grade securities;

5. State registration of the report on the results of the additional issue of equity securities.

Each stage includes corporate activities that must be carried out consistently and in compliance with established deadlines.

1. Making a decision on the placement of equity securities

At this stage, a meeting of the Board of Directors is held, which determines the cost of one share, and the General Meeting of Shareholders, which decides to increase the authorized capital by issuing additional shares of the company.

If the company's charter does not contain provisions on authorized shares (that is, it does not provide for the possibility of an additional issue), it is necessary that at this stage the shareholders decide to make appropriate changes to the charter (on the number of authorized shares and the rights of shareholders provided by these shares after their placement) (clause 3 of article 28 of the Law on Joint Stock Companies). If such a decision was made at the General Meeting of Shareholders, the Joint Stock Company is obliged to register these changes with the Federal Tax Service.

2. Approval of the decision on additional issue of securities

The Board of Directors approves the decision on additional issue of shares. If the organization does not have a Board of Directors, the decision is approved by the management body performing the functions of the Board of Directors. Typically this body is the general meeting of shareholders. Documents for state registration of an additional issue of securities must be submitted no later than three months from the date of approval of the decision on their issue.

3. State registration of an additional issue of equity securities

According to Decree of the President of the Russian Federation dated July 25, 2013 N 645, the Federal Financial Markets Service of Russia was abolished. Its functions have been transferred to the Bank of Russia.

Thus, the Bank of Russia Service for Financial Markets carries out the functions of the abolished FSFM of Russia, including registering additional issues of shares.

For state registration of an additional issue of securities, the documents provided for by the Standards for the Issue of Securities (approved by the Bank of Russia on August 11, 2014 N 428-P) (hereinafter referred to as the Standards) are submitted to the registering authority.

1) application for state registration of an additional issue of securities;

2) issuer's questionnaire;

3) a copy of the document confirming the state registration of the issuer;

4) decision on additional issue of securities;

5) Minutes of the Board of Directors on determining the placement price of shares;

6) Minutes of the general meeting of shareholders on increasing the authorized capital;

7) Minutes of the meeting of the Board of Directors on approval of the decision on the additional issue of securities;

8) a copy of the charter (constituent documents) of the issuer in the current edition with all amendments and (or) additions made to them;

9) payment order (receipt of the established form in the case of cash payment), which confirms the fact of payment by the issuer of the state duty collected in accordance with the legislation of the Russian Federation on taxes and fees for state registration of an additional issue of securities;

11) other documents provided for by the Standards.

The issuer must provide the registration authority with a set of documents on paper and electronic media. The decision on an additional issue and the issuer's questionnaire must be filled out in accordance with the Standards and compiled using a special program - an electronic questionnaire, which is freely available on the official websites of the SBR and recorded on electronic media in questionnaire format. Since at the moment the electronic questionnaire does not contain some provisions of the new Standards, the Decision on the additional issue and the issuer’s questionnaire in .doc or .rtf format with changes taking into account the new provisions must also be placed on the electronic medium.

Within 20 days from the date of receipt by the registering authority of documents and electronic media, it is obliged to carry out state registration of an additional issue of securities or make a reasoned decision to refuse its state registration

In the process of reviewing documents, the RBI may have comments on the documents. In this case, during the process of registering a decision on an additional issue of securities, a verification of the accuracy of the information contained in the provided documents may be ordered, or the state registration of the decision on an additional issue may be suspended. The period of suspension cannot be more than 30 days.

4. Placement of issue-grade securities

The placement of securities by the issuer begins with transactions (conclusion of agreements) aimed at the alienation (sale) of securities of an additional issue to their first owners, in accordance with the terms of the registered decision on the additional issue of securities. The issuer must send a transfer order to the registrar to make relevant entries in the register of shareholders.

The placement is carried out within the time limits provided for by the registered decision on the additional issue of shares. This period cannot exceed one year from the date of state registration of the additional issue of equity securities.

Also, during the placement process, changes may be made to the registered text of the decision on the additional issue of shares. Such changes are subject to mandatory registration with the SBR.

5. State registration of a report on the results of an additional issue of equity securities

No later than 30 days after the completion of the placement of issue-grade securities, the issuer is obliged to submit to the Bank of Russia a report on the results of the additional issue of issue-grade securities (Clause 1, Article 25 of the Law on the Securities Market).

For state registration of a report on the results of an additional issue of securities, the documents provided for by the Issue Standards are submitted to the registration authority:

1) application for state registration of a report on the results of an additional issue of securities;

2) report on the results of the additional issue of securities;

3) a copy (extract from) the minutes of the meeting (session) of the authorized management body of the issuer (order, instruction or other document of the authorized person), which made the decision to approve the report on the results of the issue (additional issue) of securities, indicating if this the decision was made by a collegial governing body, quorum and voting results for its adoption;

5) a certificate from the issuer regarding its compliance with information disclosure requirements at the stages of state registration of an additional issue of securities;

6) a document confirming the existence of a decision on the preliminary approval of transactions for the placement of securities of an issuer that is a business company of strategic importance for ensuring the defense of the country and the security of the state, if such transactions are permitted subject to the presence of the specified decision on their preliminary approval;

8) if the issuer refuses to place securities and submits a report on the results of their issue (additional issue), containing information that no securities have been placed, a copy (extract from) the minutes of the meeting (session) of the authorized management body is additionally submitted the issuer (order, instruction or other document of an authorized person) who made the decision to refuse to place securities, indicating, if this decision was made by a collegial management body, the quorum and the results of voting for its adoption;

9) payment order (receipt of the established form in the case of cash payment), which confirms the fact of payment by the issuer of the state duty collected in accordance with the legislation of the Russian Federation on taxes and fees for state registration of a report on the results of an additional issue of securities;

10) inventory of submitted documents;

11) other documents provided for by these Standards.

The issuer submits to the registration authority the documents required in accordance with the Standards for state registration of the report on the results of an additional issue of securities, in one copy, with the exception of the report on the results of the issue (additional issue), submitted in three copies.

The text of the report on the results of the additional issue of securities is also submitted to the registration authority on electronic media and in a format that meets the requirements of the federal executive body for the securities market.

If, during the placement of securities, in the end, not a single security of an additional issue is placed, or the decision on an additional issue of securities placed by subscription establishes the share of securities, if not placed, the additional issue is considered failed, such additional issue of securities is recognized by the registration authority failed, and its state registration is cancelled.

Registration of a report on an additional issue of securities is carried out within 14 days from the date of submission of documents to the SBR.

In the process of reviewing documents, the RBI may have comments on the documents. In this case, during the process of registering a report on the results of an additional issue of securities, a verification of the accuracy of the information contained in the provided documents may be ordered, or the state registration of a report on the results of an additional issue of securities may be suspended. The period of suspension cannot be more than 30 days.

After registering the report on the results of the additional issue, the issuer must make appropriate changes to its constituent documents in terms of increasing the size of the company’s authorized capital.

ATTENTION: Be sure to comply with the disclosure requirements when issuing additional securities. For failure to comply with information disclosure requirements, the fine currently ranges from 700,000 to 1,000,000 rubles.

Our company will help you register an additional issue of securities. Services for registering an additional issue of securities include consulting at the stages of the issue, preparing a package of documents, submitting a package of documents to the registration authority and receiving documents on registration of an additional issue of securities.

His securities. The issue of shares and their placement is carried out directly upon the establishment of a company (among its participants), as well as in the event of a decision to increase the authorized capital with the help of additional shares (or when converting other securities into them).

Papers such as shares confirm the holders' right to a share in the capital of the company, as well as all the rights that arise from this (management, receiving part of the profit, disposing of shares, etc.). They are perpetual documents that cease circulation only when their issuer leaves the market.

The issue of shares is a necessary measure that most companies resort to in cases where they need additional funds for development. This is the best alternative to loans and finding investors.

Issue of shares is an issue carried out in a strictly regulated manner by law. Regulation of the procedure at the state level is carried out in order to protect investors from possible dishonesty of issuers.

It is possible to carry out several issues of shares: ordinary and preferred (with a par value of no more than 25% of the authorized capital).

An additional issue of shares is accompanied by amendments to the Charter. Its main stages are: making a decision on the production of certificates (in a documentary form of issue), direct placement of papers and further registration of a report on the results of their issuance.

If the number of shareholders is over 500 (or the total value of shares is more than 50 thousand minimum wages), then the issue prospectus will need to be registered (in this case the issue is considered public).

An additional issue of shares is a complex and strictly regulated procedure that requires extremely transparent reporting and openness of information about the issuer.

When registering an issue, the obligations of the issuer are stipulated (in writing), and the entire issue is assigned a state number. When issuing a public issue, the company is obliged to provide investors with free access to the information they need. The company must publish activity reports (quarterly reports of the issuer with data on financial condition). The placement of shares can begin only after registration has been completed.

The decision on an additional issue is made by absolutely all participants of the enterprise at the general meeting of shareholders.

The scope of rights granted to the owner of a share depends on whether it is ordinary or preferred. directly proportional to the financial results of the company for the year. The company has the right to decide not to pay dividends, instead using profits to develop production.

The issue of shares contains risks, since the issuer may make a mistake in the calculations, as a result of which additional securities will not be placed (potential investors will not buy them), which will reduce the value of already listed shares.

In the life of organizations and enterprises, a lot of operations take place every day, which are not always clear and transparent without the appropriate education. There are operations that are carried out quite rarely under certain circumstances. Each of them has a specific purpose. One of these is an additional issue of shares by a joint-stock company. This article discusses the definition of an operation, its meaning, purposes and methods of implementation.

What is an additional issue of shares?

The issue of shares, also known as emission, can only be carried out in a joint-stock company. An additional issue of shares can pursue various purposes, but most often it is carried out to attract funds into the authorized capital. For many companies, shares are the only way to form initial capital. With the help of these means, the company develops, expands, innovates its work process, and so on.

In many ways, the process of additional release is similar to the primary one, but there are also some nuances. Like all processes occurring in organizations, the issue must be properly formalized and registered with government control authorities.

Why carry out an additional release?

An additional issue of shares may pursue one of the following purposes:

  • increasing the authorized capital, attracting third-party funds for development or solving problems;
  • increase in the number of shareholders;
  • transforming the organization, introducing policy reforms.

Depending on the purpose, legal form, number of participants, a joint stock company can choose various methods of additional issue of shares. Issues differ by serial number and type of shares issued: convertible, preferred, ordinary, and so on. Each type of securities has its own legal provisions. For example, preferred shares cannot constitute a share of more than 25% in the authorized capital.

Often, additional issue is made in such structures as banks, insurance companies and other financial organizations, whose activities are strictly regulated by law. The state regularly raises the lower limit for the size of the authorized capital for them, even if there is no economic justification for this or a crisis necessity. In this case, the issue of shares is carried out solely to raise the existing level of equity capital to the required level.

Conditions for additional issue

Before deciding to issue additional shares, you must ensure that three conditions are met:

  • All share issues of previous periods have been fully completed. This means that all issued securities are fully paid, the final reports on the issue are registered as required by the procedure, the results are considered at the general meeting of shareholders of the company and approved, and changes are made to the charter.
  • The number of issued shares should not exceed that stated in the organization's charter. If this number is not enough to achieve the set goals, it is necessary to approve amendments to the charter at the general meeting of shareholders.
  • The issue of additional shares by a joint stock company is possible only if the organization fully complies with the legislation on information disclosure.

Placement methods and stages of issue

Methods for placing additional issue shares are determined by the state. A joint stock company has three possible placement options:

  • distribute shares among existing participants of the company (the number of participants does not change, but their shares in the capital can be redistributed);
  • placement by open or closed subscription (third-party investors are attracted, the circle of participants changes, the ratio of shares changes);
  • conversion of other securities of the organization into shares (the algorithm for carrying out the procedure must be clearly stated in the charter).

The issuance procedure includes a number of sequential steps, none of which should be skipped. The issue of additional shares occurs according to the following algorithm:

  • shareholders decide on the need for additional issue;
  • the decision is approved at a general meeting or by the board of directors;
  • an additional issue of shares is registered;
  • shares are placed among potential security holders;
  • a release report is compiled and then registered by the state.

In the following paragraphs we will analyze all these stages in more detail.

Making and approving the release decision

At the decision-making stage, an analysis of the company’s state, as well as its future development, is carried out. Typically, these actions fall within the competence of the board of directors. The issue of issue is brought to the general meeting if certain restrictions established by the state are exceeded (amount, type of community, placement conditions).

The second stage - approval of the decision - is also subject to approval by the board of directors. Only in particularly difficult situations is it submitted for consideration by the general meeting of shareholders. This stage includes more detailed situation studies and analytics. The idea of ​​a release is overgrown with specifics: indicators, conditions, and so on.

Registration of additional issue

Once a decision on an additional issue of shares has been made and approved, the bank must register it. Of course, not just any bank, but the Bank of Russia Service, which oversees the financial markets.

An application to the Bank of Russia Service is submitted no later than 30 days after approval of the decision on the issue. In addition to the document itself, it is necessary to provide a number of papers reflecting information about the legal and economic status of the company, an issue prospectus that transparently reflects calculations, analytics and other data necessary for future investors to make a decision on the advisability of investing funds. Depending on the type of joint stock company and the securities issued, other documents may be required.

Placing an additional issue of shares

The simplest way of placement is the distribution of securities among existing shareholders. The only condition is that the rights of none of them should be violated.

Placement by private subscription- sending offers to purchase shares to a certain circle of persons who have priority in the purchase of securities of this organization.

Posting by open subscription- Anyone can purchase shares. Existing shareholders still have an advantage, but the trading is public.

The most difficult way - conversion of securities. The features of this method must be specified in the charter of a particular enterprise.

Payment for securities can be made either in cash with the execution of a purchase and sale agreement, or in other forms that involve the execution of special documents for the transfer of ownership rights.

The terms of placement depend on its method, as well as on the type of shares. If securities are placed among its shareholders, the terms are usually not specified. In the case of open or closed subscription, bidding lasts from 1 month to a year.

State registration of additional issue of shares

The completion of the issue is also registered by the Bank of Russia Service. A report on the issue of securities is submitted no later than 30 days after the placement of the last share. The service reviews the report and all related documents within 14 days. After this, the joint stock company is given a verdict on the results of entry into the register.

Registration of additional issues of shares is not just a formality. Civil servants will thoroughly examine all necessary documents for compliance with legal norms and regulations. If the audit reveals a violation of existing rules, sanctions may be imposed on the organization. Depending on the severity of the violations, the additional issue of shares may even be declared invalid.

The authorized capital of a joint stock company may be changed in certain cases. It can be reduced as a result or, conversely, increased through additional emission. In this article I will tell you about what an additional issue of shares is, how it is carried out, how it is regulated and what its main goals and objectives are.

Let's start with a simple definition:

An additional issue of shares is usually called their additional issue leading to an increase in the authorized capital of the company by reducing the shares of its current shareholders.

Let me explain with a simple example:

The company had an authorized capital of 100,000 rubles due to the initial issue of 100 shares of 1,000 rubles each. Moreover, each share gave its owner 1/100th of the company’s business (including its profits in the form of dividends). And after she issued an additional 100 shares, her authorized capital doubled, but the share per each share, on the contrary, decreased by 2 times (now it is 1/200).

Stages of additional share issue

An additional issue of shares is a strictly regulated procedure, which includes a number of the following main stages:

  1. Decision making (the initiators are usually the company’s board of directors or one or more majority shareholders);
  2. Approval of the decision.
  3. Usually the decision to issue additional shares of a company is approved at a general meeting of its shareholders, but sometimes the charter of a joint stock company grants this prerogative directly to the board of directors (in this case, no one is interested in the opinion of the majority of shareholders);
  4. Registration of additional issue with the relevant government authorities;
  5. Placement of newly issued shares. Initially, they are placed among the existing shareholders of the company who have expressed a desire to increase their share in it, and after that, the remaining shares can be purchased by anyone;
  6. Registration of the report on the additional share issue with the same government agencies;

Amendments to the company's charter.

Stages of additional issue

Let's look at these stages in more detail.

Stage one: Making a decision on additional issue of shares

  • This decision is usually made by the board of directors based on a detailed analysis of the current state of the company and an assessment of the prospects for its further development. This may be due to reasons such as:
  • The need to expand production or modernize it in order to keep up with competitors and thus stay afloat;
  • Inability to take out a bank loan;
  • Consolidation of the company's authorized capital.

More details about the purposes of the additional share issue are written in one of the following sections.

Stage two: Approval of the decision made

If the charter of a joint stock company does not directly state that the board of directors has the right to independently make and approve a decision on additional issue of shares, this issue is submitted to the general meeting of shareholders.

At the same time, the main reasons that prompted the adoption of this decision are expressed before the meeting, and analytical data regarding the current state of affairs is provided. After this, a vote is held in which each shareholder has a vote proportional to the share of shares he owns.

The main weight at such meetings is given to the votes of the majority shareholders (owning relatively large shares of shares). This happens not only because their share (and number of votes) is larger, but also for the simple reason that not all small shareholders take part in meetings**.

** The meeting will have a quorum if more than 50% of the votes (Article 58 of the Law “On Joint Stock Companies”) take part in it. That is, if two large shareholders owning blocks of shares of 20% each vote in favor of the decision, and in addition at least 11% of minority shareholders take part in the voting, the decision will be made (even if all minority shareholders vote against).

Stage three: Registration of the solution

Within three months from the date of approval of the decision (no later), it must be registered with the Bank of Russia (either in the department of admission to the financial market, or in the corresponding territorial office of the Central Bank of the Russian Federation).

To carry out the registration procedure, the issuer must provide documents according to the following list:

Stage four: Placement of newly issued shares

Newly issued shares must be distributed to shareholders (both existing and new). Placement can be made in the following main ways:

  1. Among existing shareholders. In this case, shares are distributed exclusively among existing shareholders of the company.
  2. Each of them has the right to purchase shares in an amount corresponding to the share that he currently owns;
  3. Through open subscription. In this case, anyone has the right to purchase shares, but priority still remains with existing shareholders;
  4. Through conversion. This is a more complex procedure, the need for which may be due to a change in the par value of shares, a change in the rights given by them, consolidation or splitting of shares.

Stage five: Registration of a report on the additional issue of shares

After the issue has been carried out and the shares have been distributed among shareholders, the issuer must, without fail, draw up and register a report on all procedures carried out as a result of the additional issue. This report must be submitted to the relevant department of the Central Bank of the Russian Federation no later than thirty days from the date of placement of all additionally issued shares.

The following package of documents must be submitted along with the report:

Based on the submitted report, a thorough check is carried out, as a result of which all violations and inconsistencies with regulatory legal norms and rules can be identified (if they were committed during the issue). These violations may be punishable by various types of sanctions imposed on the issuer. The degree of liability may vary depending on the seriousness of the violations committed, to the point that the results of the additional issue may be declared invalid.

Stage six: Amendments to the charter of the issuing company and their registration

Law No. 129-FZ obliges to report all changes to the data contained in the Unified State Register of Legal Entities (state register of legal entities) no later than three days after they occurred. As a result of the additional issue, among other things, the size of the authorized capital of the joint-stock company changes, and this fact requires mandatory registration.

To do this, after making appropriate changes to the charter, you should immediately submit an application to the registration authorities at the location of the issuing company. The registration authority, in turn, is obliged to issue the issuer a notice of registration within three days from the date of filing the application.

Documents required for registration of changes in the charter of a joint-stock company:

For what purposes is an additional issue of shares carried out?

The most obvious purpose of carrying out an additional issue of shares is to obtain “free” money for further business development. What does "free" mean? This means that the money received from the sale of additionally issued shares does not have to be subsequently returned to anyone and no interest has to be paid on it (as, for example, when issuing bonds or when taking out a loan).

Sometimes there is an urgent need for money (to modernize production, expand activities, etc.). At the same time, banks are not always ready to provide a loan or agree to do so, but on rather unfavorable terms. In this case, in order to stay afloat, there is often no other option but to issue additional shares.

Often an additional issue is carried out against the backdrop of a revaluation of the company's shares (when the company's market value exceeds its book value). Such revaluation can be diagnosed quite quickly by looking at such basic multipliers as, for example, P/B, P/E.

There are also cases when an additional share issue is carried out in accordance with the requirements of the law. For example, banks are forced to resort to it in cases where the minimum allowable amount of authorized capital for them is increased by law.

And finally, this procedure is often carried out with the aim of consolidating the authorized capital and concentrating the management of the company in the hands of a group of majority shareholders. According to the letter of the law, each shareholder has a preemptive right to repurchase newly issued shares according to the share that he currently owns. Most of the share capital is diluted between a huge number of small shareholders, and not all of them will exercise their right to purchase additional shares. This is what gives the majority shareholders the opportunity to buy them out, thereby increasing their shares in the company.

Negative consequences of additional share issue

Most of all, an additional issue harms the interests of holders of relatively small shares of the company's shares - minority shareholders. Ordinary holders of small blocks of shares often have no real opportunity to prevent this process. Although the decision is made at the general meeting of shareholders (unless otherwise stated in the company's charter), due to the blurring of shares and uncoordinated actions of minority shareholders, the majority of the shareholders' votes have the main weight here. And majority shareholders, as mentioned above, often act not so much in the interests of the company as they look after their own selfish interests (and the interests of the company do not always coincide with the interests of individual majority shareholders).

What happens to the company's existing shares when they are issued additionally? It's simple. Let's say you own ten shares worth 1,500 rubles each. At the same time, you are the owner of a certain share in the business of the issuing company (with a total number of shares of 100,000 pieces, your share in the company will be (10/100,000) x 100% = 0.01%) and, accordingly, you can count on the corresponding share in profit (in the form of dividends).

And after an additional issue of shares is carried out (let another 20,000 shares be issued), the following changes will occur:

  1. The share of the business per share will decrease.
  2. If previously it was 0.001% ((1/100000)x100%), now it will be equal to 0.0008% ((1/120000)x100%);
  3. Accordingly, the amount of dividends paid per share will decrease;

All this will naturally lead to a decrease in the market value of shares; it will decrease in proportion to the amount that was re-issued. That is, in our case, if the number of shares has increased by 1.2 times, then their price will also decrease by about 1.2 times and will be around 1,250 rubles**.

As you can see, for ordinary shareholders of a company who own small shares in it, an additional issue is a very unpleasant procedure since it can significantly reduce the value of their share and the amount of dividends received.

** It should be understood here that the market value of shares depends on many factors, and therefore its value, as a rule, always differs from that calculated in this way.

Legislative regulation

Additional issue of shares in the Russian Federation must be carried out in strict accordance with the provisions set out in the following legislative acts:

  1. Federal Law of December 26, 1995 N 208-FZ (as amended on November 4, 2019) “On Joint Stock Companies”;
  2. Federal Law of April 22, 1996 N 39-FZ (as amended on July 26, 2019) “On the securities market.”

Here is an excerpt from Article 28 of Federal Law No. 208-FZ:

And here is what Article 40 of the same law says:

Example of an additional issue of shares

The Magnit grocery store chain, well known in all Russian cities, conducted an additional share issue at the end of 2017. At this time, the company was in dire need of money to pay off debt obligations, organize its own production and further develop its chain of stores.

The company's management chose a fairly good time for the additional issue. After all, at the time of its holding, the company’s shares were greatly overvalued (as evidenced by the values ​​of the multipliers, P/CF,). The price decline was inevitable in any case, because at the end of the current year, the company did not plan to pay dividends for the first time. In addition, the company's growth indicators and its profits began to decline noticeably, and the debt burden began to increase.

The additionally issued shares were placed at a fairly favorable price, thus obtaining the required amount of “free” money. The stock price, of course, fell, but as mentioned above, this was inevitable, and in this case it was possible to extract a significant profit from it. True, it should be noted that this profit was obtained largely at the expense of ordinary shareholders, whose participation shares were significantly reduced as a result of all this.

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

Additional shares are issued taking into account 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 must be made by one of the bodies - the supervisory board (board of directors) or the meeting of shareholders. Here everything depends on the conditions for placing an additional batch of securities specified 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 assets are transferred under closed subscription conditions, then the additional issue requires the consent of ¾ of the votes of shareholders. The same number of voters is also required if the additional issue was carried out by open subscription. In this case, the volume of the issue must exceed a quarter of the assets already placed.

If the charter does not contain figures reflecting the exact number of shares, then a decision on the volume of declared assets can be made at the same meeting. The decision will also be considered positive 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 to issue is made by the board of directors, then the votes of all meeting participants will be required. Moreover, if some directors retire, their votes may not be taken into account. At the same time, there is a practice of appealing decisions of the board of directors in the event of the absence of one of their directors from voting (or the absence of his vote). At the same time, he could simply leave the SD before the vote (at his own request).

What is contained in the decision to issue additional shares?

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

The total number of securities that will be issued by the joint stock company. In this case, each type of issued share must be specified;
- placement method;
- the cost of asset placement, as well as the methodology for calculating it;
- features of making payments for shares placed by subscription;
- other terms of issue.


The value of issued assets is not required to be indicated. It is enough to stipulate that the issue of 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 for a higher price (setting it lower than it was before is prohibited). In this case, the joint-stock company has an issue capital, 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 be the same as in the case of an increase in the nominal value. In this case, assets should be distributed evenly to the total number of issued shares or taking into account the category of existing owners. Placing newly issued shares in such a way that they appear as fractional shares is prohibited;

2. Money, securities or other property. In addition, payment for additional emission can be made at the expense of property rights that have a 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 private subscription. In this case, the application of a monetary requirement when paying for a new batch of shares must be provided for by a corresponding 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 to pay for the additional issue. In addition, a number of sources of capital cannot be used for these purposes. For example, it is prohibited to apply the rights to lease land plots in special territories, the rights to perpetual use of land plots, and the rights to lease plots related to the forest fund.

Special requirements also exist when paying for shares of investment funds.
In the case where the payment is not made in cash, a prerequisite is a monetary assessment of the board of directors. In this case, the result should not be greater than the value of the assessment of the JSC’s property. If an increase in the capital is required, then the involvement of an appraiser and the identification of all types of company property is mandatory. In particular, we are talking about those objects that will be used to pay for additional emissions.

For the category of persons who have the right of first priority to purchase shares, a special preferential 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 price limit should not be less than the face value of the security.

It is worth noting that recently increasing the authorized capital by issuing an additional issue when the net asset balance was negative was prohibited. At the 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, three options for placement of securities are possible:


1. Transfer to existing shareholders. This is only realistic in a situation where the release of additional assets is carried out at the expense of the property of the joint-stock company.

2. Through 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 carried out on a reimbursable basis. In this case, a mandatory condition is the conclusion of asset purchase and sale agreements with shareholders. Parties to the agreement – ​​the issuer and .

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

Registration of an additional issue may be carried out simultaneously with the registration of the prospectus of shares. If assets are placed through subscription, then it is mandatory to register a prospectus, except in a number of cases when at least one of the conditions is met:

Securities are placed between professional investors. At the same time, the total number of buyers who have priority rights to purchase assets should not exceed 500. Professional investors may not be included in this number;

When converting securities into shares, the latter are placed among buyers who, at the time of the transaction, were or are already holders of shares in the joint-stock company. Moreover, the number of such persons should be no more than 500 (excluding professional investors);

Securities are placed among persons numbering no more than 150 people. However, qualified investors are not included in this number. In addition, the number of shareholders can be 500 people, if they do not include persons who at the time of placement were or are already shareholders of the issuer;

Assets are placed through a closed subscription among 500 people (professional investors are not taken into account in this number);


- the total amount of capital that the issuer attracts by placing one or more issues within 365 days does not exceed two hundred million rubles;

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

The amount of capital contributed by each buyer does not exceed four million rubles. The number of shareholders does not include persons who have the primary right to purchase securities. The total number of buyers (excluding professional investors) should be no more than 500.

If at least one of the mentioned conditions is met, the prospectus of the issued assets need not be registered. If a prospectus is registered, 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 authorized capital is fully repaid. In this case, 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 can 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 included in it.

Preemptive rights to purchase additional shares

If the placement of shares is carried out by open subscription, then the existing holders of securities have the right of first priority to purchase shares. In this case, the available amount of assets will be commensurate with what is already on hand. In the case when the placement is carried out 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 of additional issue, the placement of securities among other buyers is prohibited. In addition, the person who has the right of first priority to repurchase assets must be notified of this.

During an additional issue, a list of persons who have priority rights to purchase the company's securities must be compiled. The basis may be the register data 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. Next, notifications are drawn up and sent to selected persons (who have the privilege of purchasing assets). To exercise your right to purchase, you must submit your application to the JSC and attach a document confirming the payment.

Stages of issuing additional shares

The 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. The body can be a meeting of shareholders (we discussed this above).

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

3. Registration procedure for 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, which deals with financial markets. The time for registration is 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 joint-stock company, as well as all information on the future release of assets. The list of documents required for transfer is determined at the legislative level. Here, much depends on the characteristics of the issuer, methods and nuances of asset placement.


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 scope and procedure for disclosing data is also provided for by law. Sometimes it may be necessary to register a prospectus for an additional issue (this was mentioned above).

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

Additional shares are placed for a period that is agreed upon during the decision-making process on the issue. The law defines deadlines for subscription. It cannot last less than 30 days or more than a year. If the shares are distributed among existing shareholders, then the deadlines are not specified, because the entire procedure takes no more than one day.

5. A report confirming the fact of the additional issue is registered. Within one month, the issuing company undertakes to submit a report on the release of additional assets to the state authority dealing with registration issues. No more than two weeks are given to make a decision on registering the report from the moment all papers are received for consideration.

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

To prevent this, it is important to be extremely careful when collecting all documents and filling them out in order to avoid refusal by the registration authorities. At the first unsuccessful 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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