Signs and properties. Definitions of securities can be given a huge variety (based on different points of view). Here is just one of the possible definitions.
Securities are documents certifying property rights, the implementation or transfer of which is possible only upon presentation of these documents (in compliance with the established norm and details). The securities market is regulated by a number of regulatory documents, such as:
- Civil Code Russian Federation(Chapter 7 “Securities”);
From a legal point of view, securities have a number of characteristics. These include documentation, the embodiment of private rights, the need for presentation, negotiability and public credibility.
- negotiability (denotes the ability of a security to be sold and bought, as well as the ability to be an independent means of payment);
- availability for civil circulation - this is when a security can be the subject of a civil transaction;
– standard (a security must have a certain presentation standard and details);
- documentation;
– regulation and recognition by the state (this increases the confidence in securities among investors and significantly reduces all kinds of risks);
– marketability (securities are always associated with the market);
– disclosure of information (providing equal access to information about all securities of various issuers);
- liquidity (a security must be easily and quickly sold and converted into money);
- risk - an inherent property of all securities, which can be characterized by the uncertainty of the exercise of the rights of the owner and the probability of losses associated with investing in securities;
- profitability - a property that can be characterized as the degree of realization of the right to receive income.
All securities have their own details. The details of an economic nature include the form and period of existence, ownership, the obligated person, the rights granted and the face value. And the details of a technical nature include numbers, addresses, seals, signatures, the name of service organizations and the like.
So, let's look at some types of securities.
Based on the order of ownership, securities can be divided into registered, order and bearer.
Orderable securities are those securities that offer the possibility of transferring them to another person or legal entity by means of an endorsement. In other words, an endorsement can be called an endorsement signature. The rights under this paper can only belong to the person named in it. Order securities include promissory notes, bills of lading, checks and more.
A bill of exchange is a written obligation in writing, which is drawn up in a strictly established manner. This obligation gives the owner of the bill the right to receive from the debtor on the bill the amount specified in it in a specific place.
A bill of lading is a document issued by the carrier of the goods to the owner of the goods. The document confirms the ownership of a particular product.
A check is a type of security containing an unconditional order from the drawer of the check to the bank to pay the amount specified in it to the holder of the check.
Depending on the form of issue of paper, there are emissive and non-emission securities. Non-equity securities are those securities that are issued one at a time or in small batches. These securities include bills, checks and options. One of the forms of emissive securities are non-documentary papers.
Depending on the form of existence, securities can be documentary and non-documentary.
Non-documentary securities are emissive securities, the owner of which is identified on the basis of an entry in the securities holders register system or, in the case of securities deposit, on the basis of an entry in the depo account.
There are also external and internal securities. Domestic securities are either issue papers with a par value indicated in the Russian currency and registered in Russia, or other securities that confirm the right to receive Russian currency and also issued in Russia. And external securities are those securities that are not classified as external securities (in accordance with the Federal Law on Currency Regulation).
Marketable securities are securities that can be easily sold. These papers allow timely fulfillment of current obligations.
Mortgage-backed securities are so-called debt securities raised credit institutions through commitments to one (or more) mortgage loans. These securities are a type of secondary securities that serve as a universal tool for refinancing investments in housing construction.
Mortgage-backed securities have only two significant drawbacks. The first disadvantage is low liquidity. And the second disadvantage is the risk of early repayment.
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According to Russian legislation securities include:
Sources of information
Notessee also
Question 14 Valuable paper- a document certifying in compliance with the established form and required details property rights, the exercise or transfer of which is possible only upon its presentation. The Civil Code of the Russian Federation also determines that with the transfer of a security, all the rights indicated by it pass in aggregate. In certain cases, for the exercise and transfer of rights certified by security, there is enough evidence of their fixing in a special register (regular or computerized). Russian market securities are regulated by the following regulations: Civil Code of the Russian Federation Chapter 7 "Securities" Federal Law No. 39-FZ "On the Securities Market" dated April 22, 1996. Federal Law No. 208-FZ "On Joint Stock Companies" dated 26.12.95 From a legal point of view, a security can be considered as a title to property rights, as well as movable property. From an economic point of view, a security is a representative of capital. securities as economic category- this is the right to a share of the total capital received as a result of the initial placement of these securities, as well as to the distribution and redistribution of profits that such capital gives. This right is separated from its natural basis (money, equipment, patents, etc.) and even has its own material form (for example, in the form of a paper certificate, account entries, etc.), as well as having the following fundamental properties: Negotiability; Availability for civil circulation; Standardization and serialization; Documentary; Regulatory and state recognition; Marketability; Liquidity; Equity securities- shares, certificates of owners of shares and shares. These securities certify the participation of their owners in the share capital and their specific rights. The most common equity securities are shares. A share (according to the Federal Law “On Joint Stock Companies”) is an issuance security that secures the right of its owner to receive part of the profit joint-stock company in the form of dividends, participation in the management of a joint-stock company and on a part of the property remaining after its liquidation. A share is a perpetual security, that is, it is traded on the market as long as the joint-stock company that issued it exists. The joint-stock company is not obliged to redeem them, except for the cases specified in the law on joint-stock companies. Shares are divided into ordinary (sometimes called ordinary) and preferred. Preferred shares can also be divided into types. The combination of ordinary and preferred shares form the share capital, and the owners of the shares are shareholders of the company whose shares they own, and own its shares in proportion to the number of shares they have. The essence of the action is the formation of the authorized capital of the enterprise. Each share has a par value. We can say that the nominal value is the price that reflects the share of the authorized capital per share. The par value of all ordinary shares must be the same. The par value of preference shares of the same type must also be the same. Distinguish between placed and announced shares. Outstanding shares are already issued and outstanding shares. They determine the amount of the authorized capital of the joint-stock company. Declared shares are shares that a joint-stock company has the right to place in addition to those placed. The number of declared shares is determined in the charter. The presence of authorized shares simplifies the issue of increasing the authorized capital of a joint-stock company. An ordinary share is a security that secures the owner's right to a certain share of the company's property. The owner of an ordinary share acquires the right to participate in the management of the enterprise to the extent of his property rights, by voting at meetings of shareholders and participating in managers and supervisory authorities enterprise, as well as to receive an appropriate share of dividends based on the results of activities for a certain period, subject to the receipt of profit by the enterprise and the decision to pay it in the form of a dividend. In addition, the shareholder has the right to receive information about the company's activities and, which is very important, to receive part of the company's property in the event of its bankruptcy or termination of its activities, in the manner prescribed by regulatory documents. In addition to ordinary shares, a joint-stock company has the right to issue preference shares. A preference share, like an ordinary share, secures the right to a certain share of ownership, but unlike an ordinary share, a preference share does not give the right to vote at meetings of shareholders and to participate in the management of the company, except in cases established by law. But at the same time, the owners of preferred shares receive as compensation the pre-emptive right to receive dividends and the liquidation value of the enterprise in the event of bankruptcy or termination of its activities. The choice between ordinary or preferred shares is determined by the preference between a less risky investment in preferred shares, which almost guarantees a dividend and a privilege to receive a share of the property, in the event of liquidation of the company, and an investment in a more risky ordinary share, which does not guarantee either dividends or property in the event of liquidation, but in case of great success by the company, an ordinary share gives the opportunity to receive greater rewards. The issuer, redeeming its own shares, reduces their number in circulation, thereby increasing their value. Such shares are called repurchased or treasury shares. When buying back its own shares, an enterprise can pursue various goals, for example, to accumulate required package or raise market value or support desired cost or reduce the authorized capital. Shares of investment funds can also be classified as equity securities. Investment funds are special entities that have investments in securities and derivative securities as assets. The value of the assets of such a fund is divided by an equal number of shares or units of this fund. The management of such a fund is carried out by the Management Company, which also buys and sells shares. When buying a share, the investor acquires a part of the fund's portfolio. Investment share - a registered security certifying the investor's right to a share in the property of a share investment fund. Each investment share provides its owner with the same rights. The number of issued investment units is set by the management company. Shareholders do not accrue interest or dividends. In addition, the issuance of securities derivatives from an investment share is prohibited. Investors receive their income if the sale price of an investment unit is higher than the purchase price minus a commission management company, taxes and other expenses of the shareholder. An investment share exists in non-documentary form, it is an electronic document, which is an entry on accounts in a special computer program. The fact that the investor became the owner of an investment unit mutual fund, is confirmed by an extract from the register of unit holders. A security is a document certifying, in compliance with the established form and obligatory details, property rights, the exercise or transfer of which is possible only upon its presentation. With the transfer of a security, all the rights certified by it are transferred in aggregate. Issuable security- any security, including non-documentary, which is simultaneously characterized by the following features: § establishes a set of property and non-property rights subject to certification, assignment and unconditional exercise in compliance with the form and procedure established by this Federal Law; § placed in issues; § has equal volume and terms of exercising rights within one issue, regardless of the time of purchase of the security. Other securities that are not characterized by the listed features are called non-issue. Types of securities: n government bond; n bond; n bill; n deposit and savings certificates; n banking savings book bearer; n bill of lading; n privatization securities, etc. According to the form of release, they distinguish: a) documentary securities, the owners of which are established on the basis of a certificate or an entry on a depo account; b) paperless securities, whose owners are identified on the basis of an entry in the system of maintaining the register of securities owners or, in the case of securities deposit, on the basis of an entry on the depo account. The rights certified by a security may belong to: 1) to the bearer of the security ( bearer security ; in order to transfer to another person the rights certified by a bearer security, it is sufficient to hand over the security to this person); 2) the person named in the security ( registered security ; the rights certified by it are transferred in the manner established for the assignment of claims (cession)); 3) a person named in the security who can exercise these rights himself or appoint another authorized person by his order (order) ( order security ; rights under an order security are transferred by making an endorsement on this paper - an endorsement. The endorsement transfers all the rights certified by the security to the person to whom or to whose order the rights are transferred - the endorsee. An endorsement may be in blank (without specifying the person to whom the execution is to be made) or by order (indicating the person to whom or to whose order the execution is to be made). Equity securities certify the right of the owner to a share in the capital of the enterprise. These securities include shares. A share is an issuance security that secures the rights of its owner (shareholder) to receive part of the profit of a joint-stock company (JSC) in the form of dividends, to participate in management and to part of the property remaining after the liquidation of the JSC. Allocate common and preferred shares. Preferred stock holders have priority in receiving dividends over common stock holders, but usually do not have voting rights. Debt securities certify the right to a specific monetary claim. These include bonds, bills of exchange, checks and certificates of indebtedness. A bond is an issuance security that secures the rights of its holder to receive from the issuer within the period specified in the bond its face value or other property equivalent. The yield on a bond is interest and/or discount. The maturation period of a bond is the period after which the bond is redeemed. Until the end of this period, the bond may be sold to other persons. Bonds may be registered, bearer, freely tradable or limited circulation. Derivative securities certify the right of their owner to purchase or sell primary securities. These include options and warrants. Option (option certificate)- a registered security that secures the right of its owner within the terms and conditions specified in the option certificate for the purchase or sale of securities (underlying asset) of the option issuer or third parties at a fixed price. The underlying assets of option certificates can only be stocks and bonds (with the exception of government bonds and municipal bonds). Warrant is a security whose owner obtains the right to purchase securities at set price for a specified period of time or indefinitely. To commodity securities relate: n bill of lading - a document of title certifying the right of its holder to dispose of the cargo specified in the bill of lading and receive the cargo after the completion of transportation. It can be nominal, bearer or order; n a simple warehouse certificate - a bearer security, the holder of which acquires the right to dispose of the goods; n double warehouse receipt - consists of a warehouse receipt and a pledge certificate (or warrant), which can be separated from each other and handle independently. Signs of a security Formal signs security Undocumented securities Types of securities Securities in the context of Russian law Concept, elements and regulations securities market Definition securities market and its main elements Normative regulation of RZB. Entrepreneurial activity on securities market. Definition and types of professional activities at the RZB Licensing of professional activities at the securities market and combination of their types Valuable paper— this is a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon its presentation. Valuable paper - financial instrument produced by companies, financial and government organizations as a means of lending money and obtaining new capital. In the Civil Code of the Russian Federation, a security is defined as a document certifying, in compliance with the established form and mandatory details, property and obligation rights, the exercise and transfer of which is possible only upon presentation. Securities include: stocks, bonds, bills, treasury bills, certificates of deposit, checks, bills of lading, documents confirming receipt of bank loan, IOUs, wills, insurance policies, options, futures contacts, etc. Depending on the method of legitimizing a person as a subject of law, there are: papers to bearer (when the owner of the paper is recognized as the person possessing the document); registered securities (containing the designation of the owner in the text of the document) and order papers (implying the possibility of being transferred to another person by means of an endorsement on the back of the document - endorsement). Securities- documents of the established form with the relevant details that certify monetary or other property rights. Securities certify the relationship between the person who placed (issued) them and the owner, and also provide for the fulfillment of obligations in accordance with the placement obligations, and the possibility of transferring the rights arising from these documents to other persons. Valuable paper- these are documents certifying the ownership of the joint-stock company capital or other property, or debentures. Valuable paper is a special product that circulates on its own market - the securities market. It has neither material nor monetary use value; there is no physical product, no service. Valuable paper- a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon its presentation. Securities, as an economic category, these are rights to resources that are separated from their basis and even have their own material form (for example, in the form of a paper certificate, account entries, etc.), and also have the following fundamental properties: negotiability; availability for civil circulation; standardization and seriality; documentation; regulation and recognition by the state; Signs of a security In the legal literature there are the following signs security: Documentation - a security is a document, that is, a record of legal significance officially compiled by an authorized person in accordance with the details; Embodies private rights - a security is not valuable in itself, but because it embodies subjective civil rights of a property (obligatory and proprietary) and possibly non-property nature; The beginning of the presentation - the presentation of a security is mandatory for the exercise of the rights enshrined in it; Negotiability - a security can be an object of civil law transactions; Public reliability - in relation to the duly legitimized owner of the security, the person liable for the security may raise only such objections that arise from the content of the document itself or relate to the validity of the paper, or are based on direct relations between the debtor of the security and its owner. In order to distinguish between securities and surrogates that have recently become widespread, as well as in order to distinguish ordinary property civil rights arising, for example, from contracts, from such an instrument as securities, it is necessary to single out a set of features characterizing that or other instrument such as securities. First of all, as follows from the definition of a security (Article 142 of the Civil Code RF), a security certifies a property right. Unfortunately, efficiency legal regulation civil law relations, for example, presidential decrees or regulations of ministries and departments, often results in the appearance of such instruments that do not have this feature and can be classified as surrogate securities from a legal point of view. In this case, a housing certificate can be cited as an example. One of the rights that the holder of a housing certificate has is the right to enter into an agreement for the sale of an apartment. Without going into the expediency of introducing such an instrument into civil circulation, I would like to note that the housing certificate in the form in which it is regulated by the Regulations on Housing Certificates has been turned into a fiction from a legal point of view. For example, the exercise of the right to conclude concessions The purchase and sale of an apartment by a holder of a housing certificate is possible only if a certain number of housing certificates are purchased. A standalone certificate does not grant this right. As another example, treasury bills can be cited, which are called securities only in a regulation of the Ministry of Finance. RF. One of the rights that a holder of a KO can exercise is the right to receive a so-called tax exemption. In addition, such a tax benefit is not based on tax legislation, and the right to receive the specified tax exemption in itself can hardly be attributed to property civil rights. In this case, we are talking, in fact, about the offset of obligations regulated by different industries. Legislation, one of which is debt to federal budget- the subject of regulation of civil legislation is not. Such tools can be called "legalized surrogates". So-called legitimation marks must also be distinguished from securities. Postage stamps, travel tickets, theater tickets, other legitimation marks are not classified as securities. Such instruments, even embodying a property right, as a rule, incompletely and inaccurately fix the obligation contained in the specified instrument, do not determine the subject of the obligation. The second feature that characterizes a particular instrument as a security is a formal feature: the security must be named as such either in the Civil code or, as provided for in Art. 143 of the Civil Code of the Russian Federation, is classified by the laws on securities or, in the manner prescribed by them, as a number of securities. It seems that the previous norm of the Fundamentals of Civil Legislation was more formalized, since one or another instrument could be classified as a security if it was indicated in law, Decree President or government decree. The draft adopted in the third reading law RF "On the Securities Market" refers the qualification of securities to the competence Federal Commission securities and stock market. At the same time, however, the procedure for making such decisions is not defined. It seems obvious that such a decision should be made not by an individual legal act, but by a normative act. Unfortunately, there are no such guarantees. In addition, this provision of the law will give a new impetus to the development of departmental rule-making. Currently, some securities, such as gold certificates, housing certificates, recognized as securities on the basis, respectively, of Decree of the Government of the Russian Federation of September 25, 1993 N 980 and Decree President of the Russian Federation of June 10, 1994 N 1182. The Civil Code of the Russian Federation does not classify these instruments as securities. regulating securities, also not yet adopted. This raises the question of whether these instruments can be considered as securities. It seems that the answer should be positive, since in Part 2 of Art. 4 of the Law of the Russian Federation "On the Enactment of the First Part of the Civil code Russia" it is established that the normative acts of the President of Russia, the Government of the Russian Federation, issued before the entry into force of Part One of the Code, on issues that, according to Part One of the Code, can only be regulated federal laws remain in effect until the relevant laws are enacted. The third sign, necessary for classifying certain instruments as securities, is currently the most relevant and controversial. The selection of this feature became possible in connection with the development of the system of non-cash securities in Russia, as well as in connection with their recognition in the Civil Code of the Russian Federation. It can be designated as a statutory method of fixing rights, equivalent to a security. Art. 149 of the Civil Code of the Russian Federation unambiguously establishes that the rules on securities apply to the form of fixing rights, unless otherwise follows from the specifics of fixing. Thus, not only a document certifying certain property rights, but also another method of fixation can be considered as a security. The legal implications of establishing such a rule are enormous. This makes it possible to preserve the institution of securities even if a security disappears as a material carrier embodying property rights. Non-cash securities are recognized not only by world practice, but also by the legislation of those countries in which they have been developed. For example, even the German civil society, to which pre-revolutionary Russia was "equaled", accepted non-cash securities. In particular, in German legislation regulating the circulation of state debt obligations, an entry in the Debt Book is equated to a document - a security states. In Finland, the legal system of non-cash securities was introduced in May 1992. In the system of non-cash securities, physical documents are replaced by records made using an automated data processing procedure. The legal meaning of ownership of a document has been replaced by the legal meaning of registering ownership. Thus, in the system of non-cash securities physical documents replaced by the registration of the transfer of ownership of the security from the seller's account to the buyer's account. The legal value of owning "physical" paper has been replaced by the legal value of an account entry. Nevertheless, until now, in the Russian civil law theory, non-cash securities, unfortunately, are not fully recognized. More attention is paid to their inadequate regulation and, in particular, to disputes about whether they can be considered as an object of property rights. Law is replete with many assumptions and fictions. We must not forget that the classical "documentary" securities that appeared with the development of trade turnover are in theory considered as incorporeal property. In theory, it is not customary to draw analogies between non-cash securities and non-cash money. However, all the regulation of the latter gives reason to conclude that money as things defined by generic characteristics are the object of property rights (and not only in conjunction with other property), and regardless of whether it is cash or non-cash money. So, for example, institutions that have property on the right of operational management, in cases where they carry out the permission of the owner commercial activity, have the right to freely dispose of the benefits from this activity. In fact, we are talking about the given income with the right of economic management of these incomes. Such benefits can be, for example, only money. That is, without taking into account other property, they can belong to a certain person on a property right. The most significant is the credit treaty. It must not be forgotten that loan agreement money becomes the property of the borrower, and in the sphere entrepreneurial activity The object of the loan is practically only non-cash money. Moreover, the categories characteristic of objects of property rights are sometimes applied to property rights. Encyclopedia of the investor. 2013 . See what "Security" is in other dictionaries:Paper - get a working coupon for the All Instruments discount at the Academician or profitably - in the civil law of the Russian Federation, a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation. With the transfer of securities ... ... Accounting Encyclopedia security paper - financial document, which gives certain rights that can be assigned. The assignment of rights to securities is called a cession. For a document to be considered a security, it must meet several criteria. First, in his... Banking Encyclopedia security paper- (English stock, securities; German Wertpapiere) in the civil law of the Russian Federation, a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation ... ... Encyclopedia of Law SECURITIES- (security) Securities. Includes government liabilities - long-term and short-term - shares of companies and their bonds. Securities may be registered, in which case the legal evidence of ownership of them depends on ... ... Economic dictionary SECURITIES- in the civil law of the Russian Federation, a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon its presentation. With the transfer of C.b. all pass... Law Dictionary security paper- a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon presentation ... Encyclopedic dictionary-reference book of the head of the enterprise SECURITIES- on civil law Russian Federation a document certifying, in compliance with the established form and mandatory details, property rights, the exercise or transfer of which is possible only upon its presentation. With the transfer of C.b. all pass... Legal Encyclopedia security paper- Securities Share ... Wikipedia | ||||||
