A share is according to the German Stock Corporation Act ( AktG):
- A fraction of the share capital ( § § 1, paragraph 2, 29 AktG)
- The epitome of the rights and obligations of those who have paid their deposits to the stock referred to in No. 1 ( shareholder) to the Company (such as § § 11, 12, 64 AktG, comparable to the equity interest in a limited liability company )
- A security which (even share certificate ) represented the proportion of a society.
Shares are to be distinguished from stock options - the right to buy or sell one share to be able to exercise by unilateral declaration.
In Germany, the companies which divide its share capital into shares and share these evidences, and as a stock corporation (AG) or a partnership limited by shares ( KGaA) are indicated. Shares may ( but need not) be traded on a stock exchange or over the counter.
With the establishment of a corporation is determined in how many shares, the share capital is divided. These shares can be printed or uncertificated and published in a book securitized. The issue of shares is called emission. Another issue is possible in the context of a capital increase.
The proportion of one share in the Company may be represented in the form of par value or no par value shares. In par value shares of the nominal value of the share is the share of the share capital of a company. This is important because the capital does not have to be distributed equally on all shares. For example, a capital of 100,000 euros to 1,000 shares at 50 euros and 50 shares at 1,000 euros to be divided.
Par value shares (including shares or share -par value share ) contribute not have its own fixed nominal value, but correspond to their share of the capital. In 1000 shares and 200,000 € capital ie a share represents a proportion of 1/ 1000 or 0.1 % of the share capital and therefore the company. The theoretical nominal value would be 200 € ( 1.000 ( shares) * 200 € = € 200,000 ).
The book value of a share is calculated - as the book value of the company corresponds to the equity - as: Book value per share = Shareholders' equity / number of shares
The market value of a company is calculated by the formula: market capitalization = Number of shares * Market Price
The company can participate shareholders through dividends on the company's profit. The dividend per share is a payment made to the owner of the shares. The amount of the dividend is proposed by the Board of Directors ( Proposed appropriation of profits ) and adopted by the general meeting of the company.
Classes of shares
The modern corporate law leaves it to the companies to treat all shareholders equally ( principle of unity ) stock or different to different types of shareholders to issue shares.
Distinction according to voting rights:
- Ordinary shares and
- Preference shares ( in Switzerland participation certificates called ).
Distinction on transferability:
- Bearer shares ( common form of equity that is denominated in the respective owner and can be easily transferred )
- Registered shares ( shares which the shareholder is registered in the corporate book), including Registered shares (registered shares, which may be transferred only with the consent of the Company)
Distinction according to the time of issuance: ( is defined in the additional new issue of shares )
- New shares and old shares
Distinction according to company share:
- Par value shares ( par value shares also )
- Par value shares as improper par value shares ( or quota shares as a true no-par value shares)
Other: In addition, it is legally possible to mix different types of share and to emit, for example, ordinary shares as registered shares and at the same time to issue preference shares in the form of bearer shares.
If only new shares of a business unit are emitted, the tracking stock offers itself.
Furthermore, there is the intermediate glow that is output in place of the stock prior to printing. After issuance of the final share of the interim certificate is replaced by the stock.
In addition, composite stocks special structures, securitize several companies in a stock.
As a share issue, the issue is referred to (including emissions ) of new shares. The company issuing the shares is also called in the emission process issuer. The creation of new shares is possible in the following situations:
- To the creation of a corporation,
- In the transformation of a company other legal form to a joint stock company,
- On the issue of new shares in a capital increase and
- The Stock Split ( sometimes referred to as bonus shares ).
The new shares may be placed at a broad audience. This is usually done through the intermediary of an investment bank that receives a percentage of the proceeds for their services.
There are various methods to determine the price: fixed price method, auction procedures ( American and Dutch ) and the book-building process.
When the stock split, the shareholder receives, for example, for one old share two new, with the total value does not change. This is about used as a market instrument to facilitate the trading of the stock. Who previously had only one stock, so to speak, can then sell part, but otherwise reserves all rights as a shareholder.
According to § 9 of the AktG are not allowed, shares below par, ie at a price less than the face value ( par value shares ) or attributable to individual share proportion of the share capital ( par value shares ) to emit. The output above par is permitted and constitutes in practice represents the normal case
Number of shares
The number of authorized shares are the shares of a corporation, which may be issued a maximum by the Board. A fraction of that is the number of shares issued, and number of shares issued. Of these, the corporation may hold its own shares, the number of shares held non- even number of treasury shares. This leaves the number of shares in free circulation:
Number of issued shares - number of own shares held = number of shares in free circulation
The number of shares in free circulation is used for example in a stock market index used to calculate the market capitalization. In Germany, the corporation has various disclosure requirements under the Securities Trading Act and comply publish certain changes in shareholdings. These include in particular the purchase and sale of shares by the Management Board or Supervisory Board members.
The name securities derived from the fact that shares were previously issued as physical certificates, that is, a certificate, were given on the eg nominal value or number of units.
One of the oldest share certificates, which can be regarded as equity according to current understanding, is a document of the year 1288, which represented 1/8 of the Swedish copper mine in Falun. It is the oldest still existing joint stock company in the world with the name " Stora Kopparbergs Bergslags Aktiebolaget ".
The " United East India Company " was the first company on the stock exchange in the European Economic Area. She joined in 1602 from several companies together and thus became the model for many similar, former trading companies and also for today's modern corporations. The first shares in Germany were the Dillinger Hütte in 1809.
In the second half of the 20th century, the development led to the shareholders, the shares usually no longer possessed of cost and safety as individual documents, but could manage from a bank in a securities account. The custodians are today usually not effective pieces before, but only the shares managed. The so-called collective or global certificate on which the shares are securitized is ( Clearstream Banking AG in Germany ) held mostly at a securities depository.
From this central depot management, there is also the great influence of the banks may exercise the right to vote on behalf of all stocks managed with her. In Germany today, each shareholder for this deputy voting rights must give a written power of attorney but by applicable law.
But there are still shares that are issued as securities, particularly in non-listed companies.
A hobby is collecting historical, worthless physical security called Nonvaleurs. Among these are ornately decorated old stocks and bonds with coupon and renewal coupon or talon.
Situation in Germany
The shareholder has the following basic rights:
- Right to a portion of the net profits ( § 58 paragraph 4 of the AktG )
- Attend the Annual General Meeting ( AGM ) (§ 118 AktG )
- Right to speak at the meeting
- Voting rights at the Annual General Meeting, for example, in matters of profits and approval of the board and of the supervisory board (§ § 133 et seq )
- Information by the Board ( § 131 AktG)
- Right to challenge decisions of HV
- Right to submit an application (§ 126 AktG)
- Respect of new shares (rights ) (§ 186 AktG)
- Share of the liquidation proceeds
The German Bundesbank publishes financial balance sheets, is where the volume of the retained equity wealth on the sectors " Households ", " Non-financial corporations ", " financial corporations ", " state" and " Rest of World " presented as well as a liability, according to the emitting sectors " non-financial corporations ", " financial corporations " and " Rest of the world ". Data on the number of shareholders published the German Share Institute. Thus, the number of shareholders in Germany is declining. Was it in 2000, still more than six million, had in the second half of 2010, only 3.4 million German shares.
Shares by issuer, as part of the liabilities of the financial balance sheet.
Situation in Switzerland
The specific capital of a joint stock company ( Code of Obligations, Twenty-sixth title ) is decomposed into partial sums, is only liable for the company's assets whose liability.
The stock itself is explained in Article 622 et seq of the OR as follows:
Share from 1925
Share from 1932
Nonvaleur share from 1932