"The woman is created for a man, not a man for a woman" - such a postulate ...
Introduction
1. Economic Essence of Capital and Economic and Legal Fundamentals of Economic Companies of joint-stock companies in the Republic of Belarus
1.2 Legal aspects of the creation of joint-stock companies and the formation of authorized capital
1.3 Procedure for the accrual and payment of dividends by a joint-stock company
2. Analysis of the formation and efficiency of capital use of the joint stock company
2.1 Brief economic characteristics of the research object
2.2 Information support of the capital management of the joint stock company
2.3 Methods for analyzing the formation of capital of joint stock company
2.4 Methods for analyzing the effectiveness of capital use of the joint stock company
3. Capital Management of the Joint Stock Company
3. 1 Approaches to optimizing the capital structure of the joint stock company and the way to improve the efficiency of its use
3.2 Em session policy of joint stock company
3.3 Dividend Policy and its role in the management of capital management of the joint stock company
Conclusion
List of sources used
Applications
Introduction
Among the organizational and legal forms of entrepreneurial activity are most adapted for functioning in market economy joint stock companies. This form has received the greatest distribution in the world precisely with the development of large business, which is difficult, and sometimes it is impossible to conduct on the basis of the personal capital of the entrepreneur.
Joint-stock company is a promising market organizational and legal form of the organization. In the economy of developed capitalist states, joint stock companies occupy a leading position, which is due to the long period of their development and the nature of property relations. The joint stock form of organizations originated at the beginning of the XVII century. Based on cooperative enterprises, but surpassed them in the publication of production, scale of activity. The peak of the mass occurrence of joint-stock companies fell in the middle of the XIX century. During the period of construction in most countries of railways. By the end of the century, joint-stock companies took a leading place in the capitalist system of the economy.
Joint-stock companies are the most perfect legal mechanism for organizing the economy. The joint-stock form allows you to combine the capital of many individuals in one organization, and even those that themselves can, due to various reasons to engage in entrepreneurship. In addition, limiting the responsibility of the size of the made capital together with its high diversification makes it possible to invest in very promising, but also high-profile projects, significantly accelerating the introduction of achievements of scientific and technological progress.
Joint stock companies have a number of advantages compared to other forms of ownership. First, society has the opportunity to attract shareholders to replenish the authorized capital and expand its activities, and these funds are not refundable. Secondly, the branch of the general management of the Company's activities is separated from the specific management, which forces shareholders to seriously refer to the selection of managing personnel. Thirdly, it is possible to transform the entire labor team of the organization to the owners by acquiring shares, which is reflected on the results of their activities. Fourth, it is possible to attract its suppliers and other partners to shareholders, creating a common interest in economic activities. Fifth, this form of ownership is an additional source of income for shareholders.
Joint stock companies make it possible to more effectively use material and human resources, optimally combine personal and property interests of all participants in social production.
A combination of funds used by the Company in their activities is nothing more than his capital. For effective exercise of economic activity, the joint-stock company must be properly managed by its capital.
The essence of capital management is that in the process of current activities, continuous changes are occurred associated with an increase or decrease in both its total size and its separate components. At the same time, the conditions for attracting additional funds may vary.
In a market economy, effective capital management implies the optimization of its structure, rational formation and efficient use.
The most acute and least developed problem of the Belarusian economy both in theoretical and practical terms is the problem of efficient use of the capital of the joint-stock company. Recently, many state-ownership organizations have been transformed into joint-stock companies. However, did they work better? In fact - no. This is due to the lack of theoretical and practical development in the field of efficient use of capital applicable to modern conditions.
Thus, the problem of the formation of capital of the joint-stock company and the effectiveness of its use today as never relevant. The relevance, scientific and practical significance of this problem in modern economic conditions, as well as the insufficient development of the methodology for analyzing the formation of capital, the effectiveness of its use, the models of optimization of the capital structure led to the choice of the topic of the graduation research.
The purpose of the graduation work is to study the formation of capital of the joint-stock company and the development of ways to increase the efficiency of its use.
The purpose of the work led to the formulation and solution of the following tasks:
· Theoretically substantiate the economic essence of the category "Capital", to determine its value;
· Explore the legal aspects of the creation of joint-stock companies and the formation of authorized capital, the procedure for accrualing and paying dividends;
· Examine the basis for information support of the capital management of the joint stock company and systematize the set of these indicators;
· Explore the main methods for analyzing the formation of capital and the effectiveness of its use, to offer the most appropriate;
· Consider existing approaches to optimizing capital structure and offer a methodology for optimizing the equity structure of the joint stock company;
· Explore the role of emission and dividend policy in the capital management of the joint stock company and develop a model for determining the organization's market value;
· Develop a methodology for choosing a dividend policy, maximizing the market value of the joint-stock company and ultimately improving the efficiency of the use of capital of the joint stock company.
The object of research in the thesis is created in the process of privatization of state ownership Open Joint-Stock Company Luninetsky Dairy Plant.
Subject of research - methods for analyzing the formation and efficiency of capital use of the joint stock company, methods of optimizing capital structure and maximizing the market value of the joint stock company.
The information base of the study served modern economic literature (theoretical developments of Blanca I.A., Bocharov V.V., Simonova N.E., Kovaleva A.I., Zolotarev V.S. and other authors), laws of the Republic of Belarus ("On Joint-stock societies, limited liability companies and additional responsibility societies "," On securities and stock exchanges "), decree of the President of the Republic of Belarus, Resolutions of the Securities Committee of the Republic of Belarus and other regulatory documents, as well as materials of OJSC Luninetsky Dairy Plant .
In the process of research, general scientific research methods (dialectic, analysis, synthesis, system and complex approaches, etc.) were used, special techniques of economic analysis (comparison, balance method, receiving chain substitutions, receiving absolute differences, receiving modeling factor systems, graphic method).
The results of the study were proposed for the practical use of the planning and economic department of OJSC Luninetsky Milk Plant.
Thesis contains an introduction, the main part of the three chapters, conclusion, a list of used sources, applications.
1. Economic Essence of Capital and Economic and Legal Fundamentals of Economic Companies of joint-stock companies in the Republic of Belarus
Capital is an economic cell of a complex socio-economic market system, ultimately, its decisive category. Even at first glance, it is clear that capital is a comprehensive, universal and multidimensional category.
Capital is one of the fundamental economic categories whose essence scientific thought finds out throughout the centuries. To some extent, the views of such a philosopher as Aristotle, who, however, considered any accumulation of money with unnatural, deprived of meaning with anti-abnormalities, can be considered. The earliest origins of the approaches to the category "Capital" can be found in the writings of Ibn Sina (Avicenna 980-1037).
Ancient scientists did not give scientific classifications, but many centuries later with the formation of political economy as science, each school considered its duty to conduct scientifically-based systematization of categories and, of course, that capital here held a central place.
The term "capital" comes from the Latin "Capitalis", which means the main, the main one. In the initial work of economists, capital was considered as the main wealth, the main property. With the development of economic thought, this initial abstract and generalized concept of capital was filled with a specific content corresponding to the dominant paradigm of the economic analysis of the development of society.
So, mercantlers under the concept of capital as the main wealth considered gold, money and other treasures of any kind. At the same time, a positive trade balance was considered the main source of capital formation in this sense of the mercantlers.
The economic school of physiocrats under the concept of capital as the main wealth understood the Earth and the funds invested in it ("advances"). The source of capital formation of physiocrats considered agricultural (agricultural) production.
Representatives of the classical political economy (A.Smit, D. Ricardo) were deepened by the study of the essence of capital, expanded the area of \u200b\u200bits consideration by the sphere of industrial production. By capital, they understood the accumulated reserves of the means of production intended for the further manufacture of goods. The main essential features of the economic category of capital, formulated by classical economists, were taken as the basis for all subsequent researchers.
In the system of Marxist economic teaching a study of the category of capital belongs to the central place. With the help of this category, K. Marks interpreted the entire system of socio-economic relations of capitalism. He considered the source of capital for the formation of capital, formed by the promotional labor of employees of the production sector. Accordingly, capital in the economic interpretation of Marxists acted as a means of exploitation of employees, and the production relations of the capitalist society - as a relationship about the distribution of surplus value.
Neoclassical economic capital theories have significantly developed its essential characteristics associated with the quantitative proportions of its formation and the nature of its market circulation.
The historical review shows that the capital paradigm as an economic category characterizing the system and the peculiarities of its knowledge is determined by the deep genesis and considerable latitious approaches. However, despite the exclusive attention of researchers to this key economic category, scientific thought has not yet developed the universal determination of capital, which would answer the needs of both theories and practices.
The diversity of the concepts of the term "capital" is determined by the diversity of the essential parties to this economic category. Therefore, to identify the content of this category, consider the main characteristics that form its essence and determining its value.
The main characteristics of capital are presented in Figure 1. 1.
Fig. 1. 1. The main essential capital characteristics as
object management
Source: Own Development. The drawing is based on the study of economic literature
Consider in more detail each of the characteristics of the capital.
1. Capital as an object of economic management. Capital is interpreted by all researchers as a category of economic, i.e. Manifest itself in the field of economic relations, economic activity. Speaking with a carrier of economic characteristics, capital is an object of economic management both on the macro and on the micro level of any economic systems.
2. Capital as accumulated value. This capital characteristic is recognized as researchers as one of the main. In this capacity, the capital in the most generalized form is characterized as a previously accumulated stock of past labor products, as an accumulated stock of economic benefits (property) at a certain point in time. From this position, capital acts as an economic value accumulated in society for a specific date. As the accumulated value of capital is considered in the form of its stocks formed in all sectors of the economy.
3. Capital as a factor of production. In capital theory, its characteristic occupies a central place. This is due to the fact that the accumulated economic benefits are involved or can be involved primarily in the production process. As used in the process of production of goods and services, capital, along with other industrial resources, is characterized as "factor of production", under which the "Economic resource involved in the production process and has a decisive impact on the results of production".
As a factor of production, capital is characterized by a certain productivity, as defined as the ratio of the result of production activities (the volume of the product produced) to the sum of the applied capital.
4. Capital as an economic resource. In its economy nature, capital is an economic resource intended for investment. All the main forms of capital movement in all sectors of the country's economy are related to its investment, reinvesting or disinvesting.
The process of using capital as a real investment resource is a "pure capital formation", which is the volume of treated capital investment in a certain period, reduced to the amount of depreciation deductions. Pure capital formation provides an improvement in the production capabilities of individual business entities and an increase in the production potential of the Company as a whole due to the net growth of real capital in the investment process.
The process of pure capital formation is provided by capital use as an investment resource only in the real sector of the economy. Capital use in the financial sector of the economy New real capital does not create, because The volume of its investment in the financial assets of one business entities is equal to the volume of its disinvesting by other business entities without the increase in the amount of real capital.
5. Capital as a source of income. The ability to generate income is one of the most important characteristics of capital. This capital income brings as an economic resource used in the economic process. Wherever the capital is directed as a resource, it is always potentially able to bring its owner's income under the condition of its effective application.
Capital income usually acts in the form of interest income received by its owners. Its economic basis is the effect of capital use as an investment resource or production factor. The amount of income to the capital obtained by the owners is the basis for the formation of costs to attract and use (the cost of capital).
As an income source, capital is a constantly increasing economic value. The potential capital ability to generate income is not automatically implemented, but is ensured only in conditions of effectively use. The formation of such conditions predetermines one of the most important capital management tasks.
6. Capital as an object of temporary preference. The process of capital functioning is directly related to the time factor. At the same time, the economic value of today's and future benefits related to the functioning of capital for its owners is unequivocal. In economic theory, this is reflected in the term "temporary preference", the essence of which is that, with other things being equal, the possibility of future consumption from economic positions is always less valuable compared to current consumption. To overcome this stereotype and encourage the owner of the capital to abandon its use on current consumption, it is necessary to ensure such a refusal to have a rather significant remuneration.
Alternative forms of temporary preferences occur at all stages of capital functioning. At each of the stages before the owners there is a choice dilemma associated with its use in time.
At the stage of capital accumulation, this process can be considered as a result of temporary preferences at the next alternative: consume all the income received immediately or to save it some part to ensure future consumption.
At the stage of capital use as an investment resource, temporary preference is associated with an alternative choice of investment forms differentiated over time. The capital owner is always worth an alternative to temporary preference - to choose for investment activities short or long-term objects (tools) of investment.
At the capital's use stage as a production resource, an alternative to temporary preference is to choose the possibilities for the implementation of production targets in time, i.e. In the choice of the scope of capital application in technologically complex and simple industries, as well as in industries with various seasonal components.
At each stage of the functioning of capital on its owners, a decision is always required to relate to the relationship of the goods formed in the current and future periods corresponding to their economic interests.
7. Capital as an object of market circulation. As an object of sale and sales capital forms a special type of market - the capital market, which is characterized by supply, proposal and price, as well as certain subjects of market relations.
The demand for capital gives rise to the desire for its acquisition as an investment resource and the production factor. The proposal of capital generates the desire to implement its implementation in the economic process as accumulated value. The price of capital reflects the economic interests of sellers and capital buyers in various forms. A quantitative expression of this price is usually the level of the average annual capital profitability rate.
8. Capital as an object of ownership and orders. How the economic object of business activities Capital is a carrier of property rights and orders. If at the initial stage of evolution associated with the formation and use of capital, the title of property and the rights of the order they were associated with the same subject, then as they are further developed, their gradual division occurs. An example of such a separation is the functioning of capital in joint-stock companies, when the owners of capital transfer the rights of orders to them to other persons.
The carrier of title property capital acts as accumulated value. With the division of property rights and use of capital in the context of the subjects, the role of capital as an object of ownership is passive.
The carrier of the rights of the order capital acts mainly as an investment resource and a factor of production. The role of capital in this case is active in relation to capital as an object of ownership.
As an object of ownership and orders, capital forms certain proportions of its use by individual business entities, reflected by the ratio of own and borrowed capital (capital structure). It affects many aspects of the effectiveness of the organization's economic activities and largely determines the level of its market value.
9. Capital as a carrier of risk factor. Risk is the most important characteristics of capital associated with the forms of specific use in the economic process. The carrier of the risk factor capital acts as a source of income in the process of entrepreneurial activity. Applying capital as an investment resource or a production factor in order to obtain income, an entrepreneur should always be consciously to go on an economic risk associated with a possible decrease in or lacking the amount of expected income, as well as the possible loss of invested capital. Consequently, the concepts of "risk" and "profitability of capital" are closely interrelated, and this dependence is direct.
10. Capital as a carrier of liquidity factor. Capital has been used in business activities in the process of its continuous movement is characterized by a certain liquidity, under which its ability to be implemented in its real market value is understood. This potential characteristic ensures the permanent possibility of its reinvestment upon the occurrence of adverse economic and other conditions for its use in a certain area of \u200b\u200bentrepreneurial activity.
Various forms and types of capital involved in the economic process have varying degrees of liquidity. These differences are determined by the degree of capital mobility as an investment resource and the production factor, the functional features of the specific types of capital goods and the investment qualities of various investment financial instruments, the level of development of the capital market and the nature of its state regulation, the current capital market situation and its individual segments and other conditions.
The main parameter for estimating the degree of liquidity of various forms and types of capital is the level of its liquidity. It is determined taking into account the period of time during which the invested capital in specific forms and species can be converted into a monetary form without losing its real market value. The lower the possible period of the conversion of previously invested capital in monetary form, the higher the level of liquidity is characterized by one or another form of its use in the economic process.
The overview of the most significant characteristics of capital shows how multidimal from theoretical and applied positions is this economic category. At the same time, all the considered characteristics that reflect the features of the functioning of capital from different sides are closely interrelated and require comprehensive reflection in determining its economic entity. Taking into account the foregoing, the economic essence of capital in the most generalized form can be formulated as follows: "Capital is a stock of economic benefits accumulated by savings in the form of funds and real capital goods involved by its owners into the economic process as an investment resource and the production factor in order to obtain Income, the functioning of which in the economic system is based on market principles and is associated with time, risk and liquidity factors. "
In this graduation work, capital is considered at the micro level, i.e. As the capital of the business entity, namely, the capital of the joint-stock company. It is with such organizational and legal form that the features of the formation, management and efficiency of capital use arise.
The capital of the joint-stock company is the main factor of production; characterizes financial resources that bring income; is the main source of formation of the welfare of his owners; is the main meter of market value of the organization; The dynamics of the capital of the organization is an important barometer of the level of efficiency of its economic activity.
1.2 Legal aspects of the creation of joint-stock companies and the formation of authorized capital
The legal and economic basics of the creation and activities of joint-stock companies (hereinafter referred to as AO) are determined by the Law of the Republic of Belarus No. 2020-XII "On Joint-Stock Companies, Limited Liability Societies and Support Societies", Decree of the President of the Republic of Belarus No. 11 "On the streamlining of state registration and liquidation (termination of activities) of business entities ", articles 96-104 of the Civil Code of the Republic of Belarus.
The procedure for the release and appeal of securities of AO regulates the Law of the Republic of Belarus "On Securities and Fund Stock Exchange" No. 1512-XII.
Separate legal aspects of societies are regulated by other regulatory documents.
"The joint-stock company recognizes a legal entity established by agreement with legal entities and (or) by citizens by combining their property for the purpose of exercising economic activities." The company recognizes a society that has a charter capital divided into a certain number of shares of equal nominal value, and bearing responsibility for obligations only by its property.
There are joint stock companies of open (OJSC) and closed (CJSC) type.
The AO is open if its shares apply to the open sale or subscription and their free walking in the securities market is not limited to otherwise than by law. OJSC cannot be transformed into other forms of societies.
JSC is closed if the walking of its shares on the securities market is prohibited or limited to its charter. CJSC can produce only nominal
stock. CJSC can be transformed into JSC.
The formation of AO is possible in two ways: by creating new JSC and the transformation of state (or rental) enterprises in joint-stock companies. These methods have a number of the differences between procedural and meaningful nature. Consider first the process of creating JSC, and then the features of the transformation of state organizations in JSC.
The process of creating AO begins with a feasibility study (TEO), the purpose of which is to maximally take into account the conditions and the estimated results of the functioning of JSC. When drafting a feasibility study, it is first necessary to determine the estimated volume of production and sales, possible revenue, the volume and structure of the main and working capital, the estimated amount of the authorized capital, the cost of production, the conditions of supply, sales, lending, alleged profit, and then the estimated size of the dividend.
If the TEO confirms the feasibility of creating an AO, then it is necessary to start its organization.
Creating CJSC includes the following steps:
approval of the Charter;
state registration of society and its shares.
The process of organizing OJSC consists of the following steps:
conclusion of the constituent contract;
subscription to stocks;
holding a constituent conference;
state registration of JSC and its shares.
Since the process of organizing the OJSC includes all stages of CJSC creation and provides for other stages, we will stop at the organization of JSC.
Participants in the Company (shareholders) may be individuals and legal entities, including foreign and stateless persons. All shareholders are endowed with equal rights. Among the participants allocate founders endowed with additional rights and obligations. The first founders should be at least two. They draw up their relationship with the constituent contract. As an annex to the founding contract, it is desirable to compile and harmonize the activities of measures for the organization of AO with the guidelines and responsible persons. At this stage, the draft constituent documents are prepared and the issue of the form of AO (OJSC or CJSC) is being resolved.
Next, a set of measures to conduct a subscription to shares are carried out, i.e. The authorized capital of JSC is formed. Legally, the minimum permissible amount of the authorized capital in the amount of 12,500 euros is defined for OJSC, for CJSC 3000 euros.
The authorized capital is created by exchanging monetary and property contributions for shares for founders and invited to participate in the society of shareholders. Founders and shareholders can carry out their contributions in the form of cash, various types of property, property rights. The cost of the accurant property is determined by the joint decision of the founders and is subject to approval at the Constituent Assembly, any contribution requires its value assessment in ruble equivalent. In the process of incorporation, the authorized capital may increase (the production of new shares or an increase in their nominal value) or decrease (the ransom of shares from shareholders with their subsequent liquidation or a decrease in the nominal value of shares).
It should be noted that the draft of the new Law "On Economic Societies" has been prepared, which will regulate the activities of joint-stock companies and other societies. So, this project establishes that "the authorized capital cannot be fully formed by the non-monetary contribution in the form of property rights. At the same time, the volume of property rights as a contribution to the authorized capital may not exceed 50% of the minimum size of the Charter Fund. " The project was also enshrined in practice that the property introduced into the authorized fund should be suitable for use in the Company's entrepreneurial activities.
The next step is to hold a constituent meeting (conference) of shareholders. It is held no later than one month from the date of completion of the subscription to the shares. The founders or the organizing committee created by them take the entire organization of the conference. There is a preliminary registration of all persons who paid shares, they are reported to the date and place of the constituent conference. The question of the participation of shareholders in the Constituent Assembly is also being resolved.
The Constituent Assembly decides on the establishment of AO, elects the governing body of the Assembly, hears and approves the financial report of the founders, discusses the Charter of the Company, forms the controls and control of JSC. The meeting has the right to consider other issues at the discretion of shareholders. It is considered to be eligible if people who subscribe to at least 70% of ordinary shares participate in its work. If the meeting did not take place or declared unauthorized, it can be convened again for three weeks. In the case of its unlawfulness, the Company is considered invalid, and contributions are returned to subscribers within a month.
Next, the registration of JSC is performed. For this, a statement of registration, the Charter of the JSC, the Minutes of the Constituency, the Bank's statement is submitted for registration in the Executive Committee of the District or City Council of deputies at the location of society. Registration is carried out by the Executive Committee "within one month from the date of submitting all necessary documents." Further, founders are reported on the decision taken in writing. In confirmation of the state registration of society, it is issued a certificate of registration. After that, the JSC is included in the State Register and the Register of the Republic of Belarus.
After registration, JSC becomes a legal entity and can carry out its activities in accordance with the Charter. Then, within a month, the following documents are submitted to the State Securities on Securities: a statement of registration of shares, a notarized copy of the Charter of AO, the emission prospectus (in two copies) and the text of a brief information on the conditions of the open sale of shares. In a month, the State Inspectorate carries out registration of shares and issues a certificate of their registration.
Shares of JSC - any securities certifying the right of their owner to share their own funds of JSC, to receive income from its activities and, as a rule, to participate in the management of this society. Allocate two main types of shares - simple and privileged. A simple action certifies the right of the owner to share the ownership of AO in its liquidation, gives the right to the owner to receive a part of profits in the form of a dividend and to participate in the management of society. Preferred shares, in contrast to simple, give the right to the owner to receive a dividend as a fixed interest and do not give the right to vote to participate in the management of society.
The issue of shares is carried out in the amount of the formed and registered authorized capital. Information on the number of shares, their types, their holders are contained in the register of shareholders. Information about the first and subsequent issuance of shares is reflected in the emission prospectus.
The second option to create AO is the reorganization of the state (rent) enterprise. At the present stage of development of the economy, this is the main way to create JSC. The organization's conversion in AO increases its economic independence, creates a new motivation from employees, helps to save capital in the form of shares from inflation.
The legislative process of creating an AO in the privatization of state ownership regulates the decree of the President of the Republic of Belarus No. 3 "On the denationalization and privatization of state ownership in the Republic of Belarus", Resolutions of the Council of Ministers of the Republic of Belarus from № 970 "On approval of the Regulation on the procedure for creating open joint-stock companies in the order of privatization of state ownership "And No. 323" On some issues of transformation of rental enterprises. " The remaining are departmental acts of the Ministry of Public Property Management and Privatization and Securities Committee.
The process of reorganization of the enterprise and the creation of OJSC will consider on the example of the object under study - OJSC "Luninetsky dairy plant" (hereinafter - OJSC LMZ).
Like the creation of a new JSC, when transforming a state-owned enterprise to the shareholder, it is necessary to compile a feasibility study (Appendix A), justifying the feasibility of creating JSC. Since the organization is already functioning, many indicators of economic activities are already known. Then an analysis is carried out to determine the possibility of improving individual parties to the organization's activities, the estimated amount of net profit is determined and its intended distribution. Evaluating all the advantages of the joint-stock formation, the management of the organization decides to go along the path of incorporation, which can be carried out in two ways - "either at the initiative of the team, which is addressed to the Committee on State Property Management with a request to conduct a reorganization or on the initiative of the Committee itself." In the latter case, the collective agreement is not required for incorporation.
The consent of the labor collective for privatization is issued by the relevant protocol (Appendix B). Then an application for privatization (Appendix B) is drawn up to the local institution of the State Property Committee, which defines a specific representative of the owner at the time of privatization, after which the decision on privatization (application d) is made.
With a positive decision, the privatization body creates the appropriate commission and concludes with the Organization the appropriate agreement for the work on privatization (Appendix D).
The Commission conducts a set of works on the preparation of the organization for privatization (determines the cost of the organization, conducts an audit and inventory, takes possible measures for settlements with debtors and creditors, determines the conditions for the inclusion of the property of the privatized organization of social infrastructure facilities, makes a conclusion about the possibility of privatizing the organization, the privatization method ), prepares projects of contracts, coordinates the privatization project, represents the privatization authority conclusion about the possible privatization of the organization. The activities held by the Commission are reflected in the relevant schedule of the Commission's work (Appendix E). Some aspects of the work of the Commission on the privatization of the object under study are reflected in the applications of G, and, K.
After these procedures, the Commission presents a privatization project with its conclusion about the possibility of privatizing this organization (Appendix L) to the body that has decided to create it, and the employment team, if the initiator was opposed. In case of disagreement, the team can prepare an alternative version of the project. Based on the conclusion of the Commission, the privatization authority decides on the privatization of the organization (Appendix M) and the inclusion of it in the list of organizations offered to privatization.
At the next stage, the privatization body establishes JSC, approves its charter (N, P), personal composition of the management and control of society.
Then society needs to find or identify future participants in the Company. Their composition depends on the size of the authorized capital, the composition of the labor collective and its financial capabilities. Shares are distributed among employees, as well as other individuals and legal entities. It is important to remember that "a part of the shares can indulge in the employees of the organization and those equivalent to themselves in exchange for checks" Property ", part can be transmitted on preferential terms (at a price of 20% lower than the nominal value), the remaining part is acquired for cash at full value "
After that, the AO passes state registration and submits documents to the State Registration of the Republic of Belarus on securities for registration of shares. From the moment of their registration, the privatization body has the right to preferential sale of shares. After registration within six months, a meeting of shareholders is held, it hears and approves the financial report of the Directorate, approves the Charter, elects management and control authorities. Privatization body is involved in managing society through his representative.
In the conclusion of this paragraph, I would like to note that the draft law "On Economic Partnerships" introduces such a category as affiliated persons. These are "persons capable of directly or indirectly through individuals and legal entities to influence the activities of the Company, its bodies, participants, as well as employees who have decision-making authority." This innovation is aimed at preventing possible abuses in managing society.
However, the draft law does not provide for the possibility of creating JSC by one founder, which is now generally recognized in the European law. It has an important advantage, because In this case, there is a simple change of the participant, and the founder already has the structure of governing and control bodies with clear rights and obligations.
1.3 Procedure for the accrual and payment of dividends by a joint-stock company
share capital Joint-Stock Company
The procedure for the accrual and payment of dividends with joint-stock companies is governed by methodological recommendations on the procedure for accrualing and paying dividends on shares and interest on bonds , approved by Regulation No. 60 of the Ministry of Finance of the Republic of Belarus.
These recommendations determine the concept of dividend. In accordance with them, "Dividend is part of the net profit of the joint-stock company, subject to the distribution among shareholders, which occurs on one simple or privileged share." Net profit directed to the payment of dividends is distributed among shareholders in proportion to the number and in accordance with the categories of the shares belonging to them.
The procedure for payment of dividends establishes the general meeting of shareholders. If there is a net profit sufficient to pay dividends, the Board of the Company, if it is provided for by the Charter, may declare the size of the interim dividend in the calculation of one simple share in the end of the past month, the quarter, half of the year. The size of the final dividend coming to one simple share is announced by the general meeting of shareholders on the results of economic activities for the year, taking into account the payment of intermediate dividends. The payment of announced dividends is mandatory.
Dividend for preferred shares is established by AO in a fixed amount per share when they are released. First of all, the accrual and payment of dividends on preferred shares is made.
If profit is enough to pay dividends on privileged shares, the AO is not entitled to refuse the holders of these shares in the payment of dividends. In case of refusal, the owners of preferred shares may appeal this decision in the manner prescribed by law.
Payment of dividends on preferred shares in the event of incuffed earnings, unprofitability of JSC is possible only at the expense of the reserve fund of this society. If the AO is insolvent or unprofitable, or may be such after the payment of dividends, the meeting may decide on non-payment of dividends. Dividends are not charged on their own shares, redeemed directly by society and listed on its balance sheet.
Only persons registered in the register of shareholders 30 days have been right to receive dividends to the official dividend payal duty. By decision of the General Meeting, dividends can be paid to shares issued by JSC data, as well as goods and other property belonging to this society. The payment of dividends is made by AO minus taxes in accordance with the legislation.
If financial resources do not allow to pay simultaneously dividends for shares and interest on bonds, the owners of bonds are preferential to receive income.
2. Analysis of the formation and efficiency of capital use of the joint stock company
2.1 Brief economic characteristics of the research object
The object of research in the thesis is the Open Joint-Stock Company Luninetsky Dairy Plant.
Luninetsky oil plant and dry skim milk was commissioned in December 1969. Based on the order of management on the denationalization and privatization of state property "Brest Property" No. 4, the organization was transformed into Open Joint-Stock Company "Luninetsky Milk Plant". OJSC LMZ registered as a legal entity Brest Executive Committee 26.09.2006
From March 1, 2009, the branch, located in Luninsey, was allocated from LMZ OJSC from March 1, 2009 to an independent unitary commercial enterprise.
In 2010, OJSC LMZ is reorganized by joining the Lobchanskoe Open Joint-Stock Company.
Currently, LMZ OJSC is located in the regional property of the Brest Regional Executive Committee.
The Company carries out production activities in accordance with the current legislation of the Republic of Belarus and the Company's charter. The main goal of the organization's activities is economic activities aimed at meeting the needs of the Republic of Belarus in food and receiving profits from economic activities.
Principal activities of OAO - Milok Process, Wholesale and retail trade. The power of the plant is 250 tons of milk processing in shift with the following assortment:
· Machine milk products;
· skimmed milk powder;
· Animal oil;
· Other products (low-fat products, ice cream).
Since 2011, casein production has begun.
Structure and dynamics of production of basic types of products of OJSC LMZ for 2006-2010, as well as forecast volumes for 2011-2012. Presented in Table 2. 1.
Table 2. 1.
The volume of production of basic types of products of OJSC LMZ
Thesis
Abramov, Roman Sergeevich
Academic School:
Candidate of Economic Sciences
Place of protection dissertation:
Vac Special Feature Code:
Specialty:
Economics and Management of the national economy (by industry and areas of activity at all: theory of management of economic systems; Macroeconomics; Economics, organization and management of enterprises, industries, complexes; Innovation management; Regional economy; Logistics; Labor Economics; Population Economics and Demography ; Environmental Economics; land management, etc.)
Number of prints:
Chapter 1. Personnel participation in the economic activity of the organization and its divisions
1.1. Economic strategy for the development of joint stock formation
1.2. Financial participation of employees in the economic activity of the joint stock company and its divisions
Chapter 2. Development introductory Market relations in the joint stock company. . . . ". *.
2.1. Economic concept of development of intraproductive economic relations in the conditions of shareholder form of management
2.2. Principles of organization of intraproductive economic relations on the basis of a market economy in the context of the management form of the management
2.3. Ensuring the property independence of production structural divisions of joint-stock enterprises
2.4. Formation and distribution of income and profit of the production structural unit
Chapter 3. Formation, assessment and use of share capital of the division of the unit
3.1. Methods of determining the boundary economic conditions for the creation of share capital of the production division
3.2. Formation of share capital of the enterprise and the labor collective of the industrial division
3.3. Features of the formation and use of share capital in various sectors of the economy
The dissertation (part of the author's abstract) On the topic "Formation and distribution of share capital of the labor collective division of the joint-stock company in the system of internal production economic relations"
The cardinal change of the system of economic relations in Russia, the almost complete implementation of market relations, the ongoing process of privatization of the remaining state-owned enterprises revealed the insufficient methodological development of economic mechanisms for the functioning of industrial enterprises in the transition from predominantly socialist business methods (which still exists on most state enterprises) to " market "and their further activities with a changed form of ownership. The development of foreign economists concerning the issues of privatization and incorporation cannot be fully used due to significant differences between these processes in the "developed capitalism" and "pace" (and actually the depth of the economic downturn) of the development of the economy during the transition period.
The publications appeared in the 1990s consider various aspects of the process of transformation of the state-owned enterprise to the joint-stock company - in a wide range of non-public issues to practical developments. At the same time, at best, it is noted that the incorporation in itself does not approve neither the growth of products, not an increase in labor productivity, but to increase the size of the profit and improving other indicators of production and economic activities of the enterprise, other organizational and technical measures are needed: from improving organizational enterprise structures before change introductory economic relations. The issues of influence the process of incorporation on the economy of the structural division and its labor team still remained not considered. In particular, such relevant issues as the development of intraproductive market relations of labor collectives of divisions and joint-stock companies are based on the formation of share capital, Dividend Foundation and the consumption fund. As a result, insufficiently prepared from a methodical point of view and formally conducted in practice "Obiva" the denationalization and incorporation of industrial enterprises in the early 90s, without carrying out the root restructuring of external and internal economic relations, in accordance with the requirements of the market economy, led to A sharp deterioration of their financial condition.
The current practice of managing the active part of the OPF, when a number of units are responsible for the various aspects of their functioning (OGM - technical condition, structural units - rational use, PEO, FD and Accounting - for the formation of share capital) showed its ineffectiveness. The dissertation study is justified by the need and recommendations for the creation of a trade-specific share capital management unit, whose activities are aimed at the formation and accounting of share capital and dividend fund, the development of technological equipment fleet, efficient maintenance and rational use. Depending on the adopted scheme of the organization and functioning of the joint-stock company, various options for its location in the management structure of society and divisions.
The introduction of market relations and the actual beginning of the competitive struggle for sales markets has delivered an enterprise before the need to continuously improve the manufactured products and the development and production of fundamentally new products. It led to a clearer separation of functions. reproduction The active part of the OPF on the current reproduction and cardinal reconstruction. Under these conditions, the issues of current reproduction should be solved in our opinion, mainly in the structural unit at the expense of their accumulation fund, and the management of JSC remains issues of determining technical policies, ensuring the development and production of fundamentally new products, the organization and financing of the cardinal reconstruction of the enterprise and His divisions.
The creation and development of new techniques are widely covered in scientific and regulatory and methodical literature. Recently, a number of publications appeared to attract financial resources in modern conditions of market relations. However, the possibility of attracting additional financial resources on the part for current reproduction is limited due to the direction of investments primarily on new high-yield production. Also limited and the possibilities of using their own funds (including due to the need for dividend payments). This obliges production units to more rationally use the available funds and is economically reasonable to approach the acquisition of new and upgrades of the existing equipment. Such a justification should be aimed at ensuring the employment team of the enterprise and its divisions of the formation of the consumption and dividend fund of its labor deposit.
In recent years, the course of the Russian government to support the domestic industry has sets the problem of developing specific mechanisms for optimizing the organizational structure and reorganization of intricated economic relations necessary to improve the indicators of production and economic activities. All this refers (maybe even, first of all) and to occupational and incorpable major machine-building enterprises. This determined the choice of dissertation research theme.
The purpose of the study is to develop methodological provisions and practical recommendations for the development of economic relations of labor collectives of divisions and joint-stock companies in the context of the transition to a market economy.
To achieve the goal, the following tasks were solved: a generalization and analysis of regulatory documents and the available methodological and practical developments governing the processes of privatization and incorporation, the participation of employees in the property and management of JSC, including foreign experience; Development of the concept of development of economic relations between labor collectives of divisions and joint stock company; Development of methodological provisions of the economic assessment of the readiness of the structural unit to organize its production activities in the context of the joint-stock formation of management on the principles self-sufficiency; Development of the methodology for the formation of share capital, dividend fund and the Foundation for the consumption of the labor collective of the production unit; Development of methodological and practical recommendations on the distribution of dividend fund and the fund of consumption by members of the labor collective of the production division; Approbation of developed methodological provisions on a number machine-building Joint-stock companies.
The first chapter is "the participation of personnel in the economic activity of the enterprise and its divisions," is devoted to the issues of economic participation of personnel in the process of forming industrial funds in the form of share capital in the system of intraproductive economic relations (VPE).
In the conditions of changing the principles of formation and management of share capital, new requirements are subject to reproducible The proceed of the active part of the main production assets that must be considered in the following aspects: Economic interest and the responsibility for the rational use of the active part (ACH) of the OPF and all share capital should be postponed to a lower level, which ensures greater validity of the decision on the need to develop (update) of the process of technological equipment by providing production units of relative property independence for the IPPE rational organization; The possibility of using their own financial resources (funds) is limited due to the need for dividend; Requirements for the organizational and technical level and technical and economic indicators of the work of the Park of Technological Equipment increase due to the need to produce competitive products with high profitability.
In the study of issues of determining the degree (absolute and relative) property independence of the structural unit and increasing its economic responsibility to the joint-stock company (AO) for the rational use of the OPF, all available basic variants of the management structure of AO and the proposed options for its formation were considered. Based on these, recommendations were developed on the distribution of management of share capital management functions at different levels between the AO management apparatus and structural production units.
In the second chapter - "Development of intraproductive market relations in a joint-stock company", the author considered the issues of organizing the production relations of the structural divisions of the enterprise among themselves and with the joint-stock company as a whole on the basis of a market economy in their work on the principles of self-sufficiency and partial self-financing.
In order to strengthen the impact of the principles of the market economy on the production activities of production units, they should be provided with a certain property independence.
The dissertation provides a substantiation of the formation of production (basic and revolving) funds in the form of share capital of the labor collective. Updated Part of these funds should be surreated by the structural division for rent, and the rational relationship of the use of the sensitive income of the structural unit (wage and profit from sales of products should be ensured intrazavodsky Planning-estimated or contractual prices) in the formation of share capital, the consumption fund and dividend fund of this unit.
In this case, this issue is methodically solved, taking into account the contribution of the labor collective in the final results of the work of the joint-stock company (products and profits), with these positions also solves both the methodological issue of a comprehensive analysis of the economic condition and technical base of the structural unit by comparing the required, planned and actual sensational income from By consideration of the possibility of increasing share capital, the Fund of consumption and dividend labor collective fund.
Such a comprehensive analysis allows you to answer the following questions:
1. Does the technical base of the structural unit and the degree of its use of the required parameters ensuring the formation of minimal amounts of share capital, the consumption fund and the dividend labor collective dividend fund.
2. What organizational and technical measures should be taken to maximize this capital and funds with ahead of the contribution of the labor collective in the final results of the production and financial activities of the joint stock company?
The initial (planned) size of the consumption fund and dividend fund is determined in accordance with the established (approved) joint-stock company (board and the Directorate) of the rules and regulations of remuneration and dividend payments.
The initial magnitude of the share capital of the labor collective is established taking into account the lobe of the working structural unit in their total number of enterprise.
However, the formation of share capital, consumption fund and dividend fund manufacturing Divisions depends on the degree of economic (material) interest Each members of the labor collective in increasing its contribution to the final results of the work of the labor collective. In this regard, in the third chapter, the formation, assessment and use of share capital of the division of the division "is considered principles and methods of formation and distribution of share capital, depending on the contribution of the team member in the creation of share capital (past work) and from its contribution directly to the production of products and Increase its profitability.
The determination of the amount of share capital of each structural unit should be based on the preliminary calculation of the overall size of the allocated share capital of the entire AO and determining the maximum possible amount of share capital for a specific structural division sample. The dissertations developed specific methods of calculations: boundary conditions (minimally permissible indicators of production and economic activity) necessary for the formation of share capital of the division; The maximum possible size of the share capital of the share capital, taking into account the revaluation of the ownership of the mass privatization period after the period of mass privatization and the total amount of the distributed capital.
Stimulating the contribution to the creation of the OPF is carried out by the distribution of shares of the labor collective, depending on the quality and number of past labor. Quantitative indicator of the employee's employment deposit is primarily the experience of its work. A qualitative indicator of labor is proposed to adopt the value of wages, which characterizes a more significant contribution of qualified labor. These indicators are fundamental in determining the number of shares (or share capital shares) due to each particular employee.
In general, the use of methodological recommendations developed in this dissertation and those who are approved on a number of enterprises allows enterprises to organize intric production Economic relations between the joint-stock company and the labor team on the basis of the development of a market economy.
The subject of the study is the process of forming share capital, dividend fund and the Foundation for the consumption of the labor collective of the structural unit in the VPE system.
The object of study is the production structural units of joint-stock and incorporate engineering enterprises.
The theoretical and methodological basis of the dissertation study are laws, decrees of the President of the Russian Federation, government decree and other regulatory documents regulating the processes of privatization and incorporation, staff participation in the management of the state-owned enterprise and joint-stock company, as well as, written earlier work and accumulated practical experience in this area.
Scientific novelty of the study is as follows: A concept has been developed for the development of economic relations between labor collectives of divisions and joint-stock companies based on the formation of share capital of industrial structural divisions of the enterprise; A methodology has been developed for determining the minimum permissible values \u200b\u200bof the main economic indicators of the production structural unit to organize its production activities on self-sufficiency principles; justified the need decentralization management of share capital and developed a methodology for the formation of share capital of the labor collective of the production sector unit; Methodical recommendations were developed on the distribution of sensitive income between members of the labor collective, taking into account their employment deposit in the formation of share capital.
The practical significance of the dissertation study lies in the fact that the application of developed methodological recommendations allows, as shown by the testing, organize the production activities of labor collectives based on the development of intra-industrial economic relations (based on a market economy) between the production structural divisions of the enterprise and the joint-stock company.
Approbation and implementation of the results of the main theoretical and methodological provisions, conclusions and recommendations formulated in the thesis were held in the course of scientific and practical research and work performed during 1990-2000. In the research part of the GUU: in particular, when justifying the creation of JSC, their subsequent restructuring and the development of a system of intraproductive economic relations of production structural units of a number of machine-building and other enterprises based on a market economy (OAO Stroytechnika, PSO "Energo Colevmet", JSC "People-Novsky heat-building plant", OJSC "Lyovinovsky machine-building Plant ", OJSC" TNK-Nyagan ", etc.).
Research results were presented and discussed at the International (2000) and All-Russian (1991, 1993, 1994, 1996, 1998) of scientific and practical conferences and seminars, as well as at conferences of young scientists and students at the State University of Management (1996, 1997 GG).
Publications. The main provisions of the thesis are reflected in 13 scientific publications, a total volume of about 3 pl.
The volume and structure of the thesis. The thesis consists of an introduction, three chapters, conclusions, a list of sources used and applications. The work is set out on 124 pages of machine-visiting text, contains 7 drawings, 12 tables. The list of used sources includes 132 names.
Conclusion of dissertation on the topic "Economics and Management of the National Economy (by industry and areas of activity in accordance: theory of management of economic systems; Macroeconomics; Economics, organization and management of enterprises, industries, complexes; Innovation management; Regional Economics; Logistics; Economy Economics; Economics Population and demography; environmental economics; land management, etc.) ", Abramov, Roman Sergeevich
Conclusion
The joint stock formation worldwide is predominant, as it makes it possible to quickly attract the necessary additional capital by placing shares among third-party investors. The transition to a market economy in our country implies the full use of the positive experience of the organization of production in developed capitalist countries. Therefore, the privatization program provided for the transformation of most industrial enterprises to joint-stock companies. But in itself, the transformation with actually free distribution of ownership naturally did not lead to improved production and financial indicators of organized joint-stock companies. In this regard, the question arose to find the most effective ways to improve the use of share capital. One of these methods is the involvement of employees in production management processes, reproduction and the effective use of basic production funds in the form of share capital.
Studies allowed to draw the following main conclusions:
1. The introduction of market infrastructure in joint stock companies allows decentralize management functions to increase interest structural divisions in the final results of the joint-stock company;
2. The provision of structural units of property independence increases responsibility for the rational use of share capital enshrined over it and makes it possible to form (under certain conditions) the share capital of the labor collective of this trade unit;
3. The creation of share capital of the labor collective allows you to increase social justice in the distribution of residual profits between employees of the unit, since in this case the results of not only living (production of products), but also of past work (participation in the creation of production assets) will take into account;
During the dissertation research, the following issues were resolved: the need to create a market infrastructure within a joint-stock company for the implementation of the system was substantiated. introductory economic relations of divisions; substantiates the need to provide industrial departments of property, economic (financial) and organizational independence; The advantages of joint stock enterprises with the implemented systems of financial participation of employees in their economic activity, etc.
The scientific novelty of the study is as follows: A concept has been developed for the development of economic relations between labor collectives of divisions and joint-stock companies based on the formation of share capital of production structural divisions of the enterprise; A methodology has been developed for determining the minimum permissible values \u200b\u200bof the main economic indicators of the production structural unit to organize its production activities on the principles. self-sufficiency; The need to decentralize the management of share capital and developed a methodology for the formation of share capital of the labor collective of the industrial expensive division; Methodical recommendations were developed on the distribution of sensitive income between members of the labor collective, taking into account their employment deposit in the formation of share capital.
In conclusion, it should be noted that the process of the formation of joint-stock companies only began and there is still a lot of work to improve their structure, property relations, product distribution issues, taking into account the existing foreign positive experience, but necessarily considering the Russian mentality and cultural traditions of the peoples of our country.
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profit Joint-Stock Dividend Capital
Features of share capital
Currently, in accordance with the current legislation, in particular from Art. 85 Civil Code of the Republic of Kazakhstan (general part) Joint-Stock Company is recognized as a legal entity that issues shares in order to attract funds to carry out their activities.
Shareholders of the joint stock company are not responsible for its obligations and carry the risk of losses related to the activities of the Company, within the value of the shares belonging to them, with the exception of cases provided for by legislative acts. As can be seen from this definition, the joint stock company is one of the organizational and legal forms of legal entities, acting as a role, commercial and non-commercial organization. It is created by centralizing funds (association of capital of various persons) through the sale of shares in order to implement economic activities and profit.
Physical and legal entities can act as participants in the association of capital by creating a joint-stock company (participants in the Company).
The authorized capital (joint contribution of the Company's participants) at the time of the establishment of the joint stock company should be provided by the property of society.
In the process of creating a society, its founders unite their property under certain conditions recorded in a Special Agreement - the Company's Charter. Based on such a combined capital in the future and will be carried out to the economic activity in order to profit.
The contribution of the Company's participant in the joint capital can be cash, as well as any material values, securities, the rights of use of natural resources and other property rights, including the right to intellectual property.
The cost of the property made by each founder is determined in monetary form to a joint decision of the Company's participants. The combined property, estimated in monetary terms, is the authorized capital of society. The latter is divided into a certain number of equal shares. A certificate of making such a share is the action, and the monetary expression of this share is called the nominal value (nominal) of shares.
Thus, the joint stock company has an authorized capital, divided into a certain number of shares of equal nominal value, which are issued by the Company into circulation to the securities market.
Each participant in the combined capital is endowed with the number of shares corresponding to the size of the share made by him.
Shares, shareholders, are the so-called equity owners, and in the essence of co-owners of the joint stock company.
Joint Stock Company is a legal entity.
The society has complete economic independency in determining the form of management, the adoption of economic solutions, sales, prices, wages and profit distribution.
The life of the Company is not limited or is established by its participants.
Joint Stock Company is responsible for its obligations by all available assets. However, on the obligations of individual participants (shareholders), the Company does not respond.
For its part, the shareholder does not assume responsibility for the obligations of the Company and bears the risk of losses associated with the activities of the Company, within the value of the shares belonging to them (clause 1 of Article 85 of the Republic of Kazakhstan).
After investing its share in capital, i.e. After the acquisition of shares, the shareholder is not entitled to demand from the return of his contribution, except in cases provided for by the legislation or the charter of the Company.
The joint stock company is created and operates on the basis of the Charter - and the Constituent Treaty. If AO is established by one participant, then the constituent document is the charter. These documents identified the object and purpose of creating a society, its device, the procedure for managing the affairs, the rights and obligations of each co-owner.
The Company's activities are not limited to the statutory. Any transaction that does not contradict the current legislation is recognized as valid, even if it comes out for the limits defined by the charter.
The charter is prepared by the founders and is approved by the Constituent Assembly.
All further activities of the joint-stock company are built on the underlying fulfillment of regulated regulations.
The charter and all introduced into it, with the consent of shareholders, changes and additions must be required to be registered with government authorities.
The essence of shares. Securities, being a generalized concept and existing in various species, are a necessary means of legal equipment in various fields of a market economy. They serve as a convenient tool in the organization and functioning of commercial subjects (stocks), are credit (bonds, bills, etc.) and payment (checks) by means, used in the trade turnover (cenhasa, etc.), while ensuring, in contrast to the general rules of civil law, simplified and operational transmission and the implementation of the rights to material and other benefits.
According to Art. 139 Civil Code of the Republic of Kazakhstan, the action recognizes security certifying the right of its holder to receive a part of the pure income of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and part of the property remaining after its liquidation.
Shares refer to the category of equity securities. They are private securities; We are produced only by non-state enterprises and organizations. Among them are industrial enterprises, commercial banks, investment companies, etc. As a rule, shares are issued for long terms (minimum more than a year), i.e. are element of the capital market. However, in contrast to bonds and other debt securities, they do not have established circulation time, i.e. drawn on the market until there is an enterprise that has released. Most shares bring a changeable (floating) income.
Distinguish ordinary (simple) and privileged. Ordinary shares differ from those preferred in the following features:
- (a) they provide the right to the owner to participate in the voting at the shareholders meeting: such a right arises after full payment of the action;
- b) Payment for them dividends and liquidation value in liquidation of an enterprise can be carried out only after the distribution of relevant funds among the owners of preferred shares.
From the point of view of investors, the release of ordinary shares has some advantages. First, the prosperity of the enterprise leads to an increase in the nominal value of shares due to the increase in the value of the property of enterprises and the high dividend. Secondly, ordinary shareholders have the right to vote. What makes it possible to control the management of the enterprise. Thirdly. If we are talking about the shares of well-known, consistently working companies, they are easy to sell, if necessary.
An attractive version of the issuance of ordinary shares and for the issuer is attractive. First of all, in contrast to obligations on bonds, ordinary shares do not require a mandatory payment of dividends if the company does not matter or if the leadership considers more appropriate to focus on financing the development of the enterprise.
However, among ordinary shares from the point of view of the issuer there are disadvantages.
Firstly. The increase in the amount of share capital leads to an increase in the number of its owners and, accordingly, to the potential possibility of losing control over the company from the founders.
Secondly, practice shows that all the necessary capital cannot be obtained by issuing ordinary shares.
Thirdly, the issue of shares can over time to turn into large costs compared with the release of bonds, since, although the amount of dividends on shares is regulated depending on the financial condition of the company, they must be paid constantly.
When considering various ways to assess stocks, the reason for which the examination is made should be remembered. For the buyer, this is the prospect of obtaining a part of the profit (income) of an enterprise, expressed in the form of dividends or benefits provided by the Board of the Company (for example, selling enterprise products by individual rates). From the point of view of the seller, it is not only the loss of some of the magnitude of future revenues, but also the emergence of attachments of attracted funds to other investment projects.
One of the main indicators characterizing the financial sustainability of the organization is the value of equity, which relates to internal sources of financing activities. The authorized capital of the organization is formed from the contributions of founders - legal entities and individuals - and serves as the main provision of the organization's obligations, i.e. Determines the minimum amount of the property of the organization, guaranteeing the interests of creditors. The magnitude of the authorized capital is determined by the constituent documents and is fixed in the Charter of the Organization.
Creating an organization and registration of its authorized capital refers to the first entries in the accounting system of the organization of any organizational and legal forms.
The authorized capital is a monetary expression of property made by the owner of the organization (identified by the owner)
The organization leading production or other commercial activities should have a certain capital.
One of the main indicators characterizing the financial sustainability of the organization is the value of equity.
The authorized capital of the organization is formed from the contributions of founders - legal entities and individuals - and serves as the main provision of the organization's obligations, i.e. Determines the minimum amount of the property of the organization, guaranteeing the interests of creditors. The magnitude of the authorized capital is determined by the constituent documents and is fixed in the Charter of the Organization.
The authorized capital is a monetary expression of property made by the owner of the organization (allocated by the owner),
The authorized capital is formed from the deposits of shareholders by agreement between them. Forms of property investment are different: buildings and structures, equipment and other facilities of fixed assets, the right to use land, water and other natural resources, other property rights, cash and securities, other values. The magnitude of the authorized capital, adopted for accounting, must comply with the constituent documents of the organization. The amount reflected in the balance sheet must comply with the amount recorded in the constituent documents.
The change in the value of the authorized capital (increasing or decreasing) is carried out in accordance with the procedure established by law after making changes to the constituent documents of the organization and its re-registration.
There are general rules for reflection in accounting operations for the formation of authorized capital:
· The value of the authorized capital, adopted for accounting, must comply with the constituent documents of the organization;
· The value of the authorized capital, declared in the constituent documents, is reflected in accounting at the date of state registration of the organization;
· Operations related to increasing or decreasing share capital are recorded in the accounting accounting of the Organization only after the relevant decision of the owners confirmed by registration in government bodies.
In accounting to reflect operations on the formation of authorized capital, 80 "authorized capital" is provided.
Credit balance characterizes the value of the authorized capital registered in the constituent documents as a set of contributions (shares at the nominal value) of the founders of the organization. His education and the subsequent increase is recorded on the credit of account 80, the decrease is to the debit of this account.
Analytical accounting is conducted on the founders of the organization, in the stages of capital formation and types of shares.
Account 80 "Authorized capital"
Debit - a decrease in the authorized capital after re-registration; reducing the authorized capital as a result of the repurchase of shares from shareholders; Write off the authorized capital when termination of the organization's activities
Credit - Saldo - the amount registered in the Charter of the Organization (after state registration); an increase in the authorized capital after re-registration; Paid authorized capital (open placement of shares). Balance - the amount registered in the Charter of the Organization (constituent documents) after re-registration
The authorized capital of AO represents the nominal value of shares acquired by shareholders. It is formed in accordance with the constituent documents, and its size is determined by the minimum amount of the property of the Organization in order to ensure guarantees of the interests of creditors.
Operations with authorized capital play one of the leading roles in the activities of JSC. Joint-stock companies can exercise additional issues of shares, increase their nominal value, sharing stocks from handling, etc. These features of AO activities determine the specifics of accounting in these organizations.
In Russian legislation, the main requirements and restrictions on operations with the authorized capital of joint-stock companies are established by the Civil Code of the Russian Federation, the Federal Law "On Joint-Stock Companies", the Federal Law "On the Securities Market" and others.
The beginning of the activities of the joint stock company is determined by the date of state registration. The amount of the authorized capital at the time of registration corresponds to the value of the monetary and property deposits of the participants of the JSC. Joint-stock companies form share capital by primary securities emissions.
Joint stock companies can produce ordinary and preferred shares, which differ in the nature of obtaining income and participate in the management of the joint-stock company.
The nominal value of all ordinary shares of AO should be the same. The nominal value of placed preferred shares should not exceed 25% of the authorized capital of JSC. In open joint-stock companies, participants can alienate the shares belonging to them without the consent of other shareholders and JSC. In the open joint stock company, it is not allowed to establish its preemptive law or the preemptive right of its shareholders for the acquisition of shares alienated by the shareholders of this OJSC.
In closed joint-stock companies, shares are distributed only between the participants in accordance with the participation of each or a share are not issued at all, and the share of each in the authorized capital is determined by the Charter, which is a constituent document. Shareholders of the Closed Joint Stock Company enjoy the majority of the acquisition of shares sold by other shareholders of this CJSC.
With the help of emission operations in which the Issuer sells its securities to the first to their holder, its own capital of the joint stock company is created. Thus, the authorized capital of AO is formed by primary (first) share emissions.
An increase in the authorized capital is possible thanks to the placement of additional shares or increase their nominal value, but only after its full payment. The decrease is possible by reducing the nominal value of shares, the acquisition of a part of the shares in order to reduce their total number, as well as the repayment of the shares acquired or acquired by the joint-stock company. The minimum value of the authorized capital of AO is provided for by the Federal Law "On Joint-Stock Companies". For closed joint-stock companies, this is 100 minimum wages, and for an open joint-stock company - 1000 minimum wage at the date of registration of the Company. According to the norms of the Federal Law "On Joint-Stock Companies", JSC shares under its establishment should be paid in full during the year from the date of state registration of JSC, while at least 50% of the shares must be paid within three months from the date of state registration of JSC. The form of payment of shares in establishing a joint stock company is determined by the agreement on the establishment of JSC, and additional shares - a decision on their placement. Other emission securities can only be paid for money. The monetary assessment of the property introduced to the payment of shares in establishing JSC is carried out by agreement between the participants. When paying for shares by non-monetary means to determine the market value of such property attract an independent appraiser. The value of the estimation of the property conducted by the founders of the JSC and its Board of Directors cannot be greater than the value of the assessment conducted by an independent appraiser. ACC shares at its establishment are paid by the founders at a price not lower than the nominal value of these shares. Additional shares of JSC are charged by subscription are paid at the price determined by its Board of Directors, but not lower than the nominal value. Thus, by purchasing stocks, their owner invests in the development of a joint stock company. The return of the invested means is possible only in the case of the sale of shares on the stock exchange and the over-the-counter market. Once a year, the joint-stock company has the right to decide on the payment of dividends on placed shares. Dividends are paid for money (property in cases provided for by the Charter of JSC).
The formation of the authorized capital of an open joint stock company occurs in two stages: during the subscription period, which begins after registration of the emission prospectus, and after its completion and registration of the report on the outcome of the issue, therefore it is advisable to use subaccounts opened to account 80 "Authorized capital": 80- 1 "Declared Capital" - to account for shares at the time of registration of the issue prospectus; 80-2 "Subscription Capital" - for accounting of shares on which a subscription was held; 80-3 "paid capital" - for accounting for funds made by the participants and the cost of shares sold in the free sale; 80-4 "Withdrawn capital" - to account for the cost of own shares taken from the appeal by redemption from shareholders.
At the date of state registration of OAO accounting record:
Dt sch. 75-1 "Calculations on deposits in authorized (share) capital" -
Kt sch. 80-1 "Declared Capital".
As you subscribe to stocks and payment, there are records on the corresponding accounts of account 80 "authorized capital". Joint-stock company is held if after the year from the moment of registration of the amount taken into account on the subaccount 80-1 "declared capital" is equal to the amounts taken into account on subaccount 80-3 "paid capital".
The actual amounts of funds made by the founders are issued by records on accounts:
Dt sch. 50 "Cassa", 51 "Current accounts", 52 "Currency Accounts" -
Kt sch. 75-1 "Calculations on deposits into share capital." The property received as a contribution takes into account the assessment carried out by the Board of Directors of the AO or an independent appraiser (an auditor) (an expert opinion or evaluation certificate) and reflect the accounting entry on accounts: Dt Mch. 07,08.10.41 (accounts of material values) - Ktch. and 75-1 "Calculations on deposits into share capital."
Payment of the deposit of securities is taken into account as follows:
Dt sch. 58 "Financial investments" -
Kt sch. 75-1 "Calculations on deposits into share capital."
If contributions in natural and real form exceed the amount of the contribution or received funds for the shares exceed their nominal, records on accounts on accounts:
Dt sch. 07,08,10,41,43.50,51,52,58 (cash and property accounts) -
Kt sch. 83 "Extension Capital".
Thus, according to the listed posts, the debit balance on account 75 "Calculations with the founders" means the availability of accounts for shareholders (participants) of the AO, which arose as a result of the total amount of the subscription to the shares or declared in the constituent documents of contributions to the authorized capital.
In case of incomplete payment of shares during the established period, the right of ownership of the shares, the price of placement of which corresponds to the unpaid amount, proceeds to the JSC. Shares, the ownership of which has passed to JSC, do not give the rights of votes, are not taken into account when counting votes, dividends are not charged on them. Such shares must be implemented by the Joint-Stock Company no later than one year after their acquisition, otherwise the AO should decide on the decrease in the authorized capital.
