Rising modern investment business is impossible without such a procedure as the valuation of the company's shares. This process is complex and time-consuming, but let's try to consider everything in order. To begin with, let's figure out what securities are and what their role is for modern business.

What are shares

In a broad sense, shares are securities that indicate the contribution of a certain amount of funds to the authorized capital of an enterprise, occupying both a small and a significant part of it, and which, due to the successful activity of a business representative, allow their holder to make a profit.

This type of obligation does not have a clear fixed nominal rate and may change depending on fluctuations in indicators such as supply and demand, therefore market valuation shares - a fairly popular and useful procedure in the modern market.

It is also worth noting that, in terms of legal obligations, the holder of a package of share documents has more powers than the owner of several units of such securities. Therefore, it is extremely important to predict their value in the long term, especially when it comes to large investments in a business.

The need for valuation of securities

So, we have found out how important share papers are in modern business, and now let's take a closer look at why we still need to calculate their value and why this procedure is needed.

Grade market value a block of shares is essential in the following cases:

when transferring the rights of temporary management of securities to a trustee;
upon receipt of bank borrowed money and the corresponding assessment of the cost of equity;
when acquiring shares in the authorized capital of another business entity;
when carrying out any procedures, including the restructuring of the enterprise (change of the form of activity, merger, liquidation and absorption);
as well as in the process of buying and selling valuable papers which occurs most frequently.

After such an operation, the risk of concluding unprofitable transactions from the point of view of the investment policy of the business is significantly reduced. Stock valuation is the first step towards transparent business dealing and understanding how things are going in the securities market.

From a legislative point of view

On modern financial market Often there is a situation in which available funds are accumulated by certain business representatives, however, the need for investment arises from completely different business entities, which entails an uneven distribution of funds. For this there is state regulation movement of securities to facilitate the uninterrupted circulation of finance, which is guided by the Law of the Russian Federation "On the securities market" No. 93 of April 22, 1996, as well as the Law of the Russian Federation "On joint-stock companies" No. 208 of December 26, 1995.

According to these regulations, the valuation of shares is carried out in the cases described above, and is a procedure not only to determine their net value, but also to identify their position in the current market. This process is fully guided by law at every stage.

Types of value of the Central Bank

The valuation of shares of a business entity largely depends on their types of value, which differ in the following:

nominal - represents the ratio between the total value of the authorized capital and the number of issued securities;
issuance - the value that is set at the time of the initial issue;
balance sheet - is determined in the same way as the nominal one, but at the same time, the volume of obligations of a business entity is deducted from the amount of the authorized capital, and is used for reflection in accounting and financial accounting;
liquidation - is not used until the company ceases to carry out its operating activities, represents the amount of the company's assets after the repayment of all liabilities;
investment - is determined by the investor on the basis of many factors and represents such a value that would satisfy the demand for stock market;
settlement - is the result of an analysis based on changes in the market value of shares;
market - the real price for which the paper is sold on the stock exchange.

Since the latter indicator is the most significant in investment activity enterprises, we will dwell on it in more detail.

How is the market value of shares formed?

No matter how paradoxical it may sound, but the evaluation of shares for sale is carried out only if they have their own market value, which is not inherent in all share documents. Securities endowed with this property, as a rule, are subject to circulation on the stock market on an ongoing basis, while they must have market quotations, which are determined by professional participants stock market. In addition, blocks of such shares participate in real deals which involve independent sellers and buyers in conditions of open information and a competitive environment.

The market value of these securities depends on the following indicators:

the size of the package being evaluated;
the conditions under which the share capital is distributed;
the presence of a premium (in the case of a control factor of the package) or a discount (if the size of the package is insufficient for control) when purchasing securities.

Valuation Approaches

Valuation of JSC shares is a rather individual process, so there are several approaches to this procedure:

Costly. It is used in the event that a legal entity acquires the securities of an enterprise that is unable to compete with a shareholder and produces similar products. Therefore, in this case the buyer, as a rule, is not ready to pay a lot for an equivalent business, hence the cost is determined.
Comparative. Based on information about those transactions that were previously carried out with the participation of similar business entities. As a rule, this approach is applied only in the case of turnover of securities on open market.
Profitable. It is based on the buyer's interest in the profit that he can receive from the acquisition of a package of securities. Agree, no one is interested in investing in a business that has a negative reputation in a competitive market.

Equity Valuation Methods

The approaches described above are just a general qualification of the varieties of determining the value of securities. In addition to this classification, there are methods for evaluating shares, which are selected depending on the results of the analysis. financial activities business entity.

Here are the main ones:

using the procedure of mathematical weighting;
analysis of the capital market and subsequent transactions;
discounted cash flow method;
capitalization of income streams;
value of net current assets.

Stages of share valuation

An assessment of the market value of shares as a result of using the above approaches and methods should show the final value, which will be the result of this laborious process, and it is divided into the following stages:

Determination of the target orientation of the assessment procedure and the cost standard that depends on it. In addition, at the first stage, the volume of the information that is in open access, and the percentage of securities being valued.
The position of a business entity in the market is analyzed, taking into account the industry factor, including the prospects for a direction in business.
At this stage, the appraiser, based on the information received, is determined with the methodology by which he will work further.
The quality and completeness of the information provided is determined, its sufficiency for further evaluation.
On the basis of the received indicators forecasting of incomes of the future periods is carried out.
The evaluator concludes whether the enterprise is able to carry out further economic activity or is on the brink of liquidation.

As a result, we have complete and comprehensive information not only about the value of shares, but also about the general picture of the state of the business of the shareholder.

How to make investments profitable?

Undoubtedly, the valuation of stocks and bonds is an indispensable process in the modern investment market, but it also costs a lot to acquire securities correctly. We all understand that this is a risky business, so when investing in someone else's business, you should also conduct your own, static assessment.

As for the risks, they can depend on many factors. For example, the results of the evaluation did not show positive effectiveness in a particular investment project. However, this does not mean at all that the rights in this transaction are worth nothing, you should consider it from the other side - analyze the option characteristics and decide what can be corrected.

In any case, the process of buying securities can be divided into stages and follow how the company will behave in the future in a competitive environment.

Immediate prospects in the field of valuation of the Central Bank

Unfortunately, on this moment in the modern domestic stock market, the valuation of shares is far from a well-coordinated process. And alas, this is due to an imperfect regulatory and legal mechanism, which, with certain efforts, could adequately regulate relations between participants in the procedure for buying and selling securities.

The realities of modern domestic business are as follows: shareholders continue to falsify the financial results of the enterprise, while artificially changing the prices of securities on the stock market, which does not indicate their real value, but the inability to choose the right marketing policy.

Let's take an example from practice.

The seller of the JSC shares is individual(owns 95% of the shares of OJSC), the buyers are three legal entities, each of which acquires 24.9% of the shares. When determining the share price, it is not planned to involve independent appraiser. Buyers are interested in protecting themselves in the process of repurchasing shares. They are interested in whether it is permissible, from the point of view of the law, to include in the contract conditions that the seller undertakes to inform the buyer of information about all bank loans received by OJSC, about the pledge of its property, that it acts as a guarantor in any obligations, the presence of signs of bankruptcy, and that the buyer has the right to terminate the contract and demand a refund of the amount paid, if after the conclusion of the contract any of the mentioned circumstances, about which the seller did not warn.

Determination of the share price

Article 421 of the Civil Code of the Russian Federation establishes the principle of freedom of contract. According to paragraph 4 of this article, the terms of the contract are determined at the discretion of the parties, except when the content of the relevant terms is prescribed by law or other legal acts.

In accordance with paragraph 1 of Art. 424 of the Civil Code of the Russian Federation, the execution of the contract is paid at a price established by agreement of the parties. IN statutory cases, prices (tariffs, rates, rates, etc.) are applied, established or regulated by authorized government bodies and/or local authorities.

In some cases, to determine the price of the contract, the legislation provides for the involvement of an independent appraiser. However, this applies to cases expressly provided for by law. In particular, by virtue of Art. 8 of the Federal Law of July 29, 1998 No. 135-FZ “On valuation activities in Russian Federation» (hereinafter - Law No. 135-FZ) appraisal of appraisal objects is mandatory if appraisal objects owned in whole or in part by the Russian Federation, constituent entities of the Russian Federation or municipalities are involved in the transaction. At the same time, the objects of assessment are understood to be any objects of civil rights in respect of which the legislation of the Russian Federation establishes the possibility of their participation in civil circulation, including shares (Article 5 of Law No. 135-FZ, Articles 128, 143 of the Civil Code of the Russian Federation). According to paragraph 2 of Art. 77 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" (hereinafter referred to as the Law on Joint-Stock Companies), the involvement of an independent appraiser to determine the market value is mandatory for determining the price of redemption by a joint-stock company from shareholders of their shares in accordance with Art. 76 of the JSC Law, as well as in other cases expressly provided for by this federal law.

In the case under consideration, as follows from the question, the seller of shares is not the Russian Federation, a constituent entity of the Russian Federation, or municipality. The acquisition of shares is not carried out in the order of their redemption by the company from shareholders. Other grounds on which the involvement of an independent appraiser to determine the market value of shares would be mandatory in the above situation, the legislation does not establish.

Therefore, the parties to the sale and purchase transaction have the right to determine the price of shares at their own discretion (see Resolution of the Federal Antimonopoly Service of the Urals District dated 08.05.2007 No. Ф09-3390/07-С4). At the same time, they have the right to use any information available to them if they wish to determine the value of shares on the basis of any objective data. In particular, the parties have the right to use the Procedure for determining the settlement price of securities not traded on the organized securities market for the purposes of Chapter 25 tax code of the Russian Federation, approved by Order No. 10-66/pz-n of 09.11.2010 of the FFMS of Russia (hereinafter referred to as the Procedure). This Procedure contains several methods for determining the settlement price of securities, depending on various criteria. For example, the settlement price of an ordinary share joint-stock company(hereinafter also referred to as a company) not circulating on the organized securities market can be determined by dividing the value net assets of the company, reduced by the share of net assets, which accounts for the placed preferred shares of the company, for the total number of shares placed by the company ordinary shares. At the same time, the value of net assets is calculated in accordance with the Procedure for assessing the value of net assets of joint-stock companies, approved by order of the Ministry of Finance of the Russian Federation and the Federal Securities Commission of Russia dated January 29, 2003 No. 10n, 03-6 / pz.

We emphasize that the specified Procedure is used for the purpose of determining the tax base for organizations that sell securities and is not mandatory for use in civil law transactions.

How to determine the selling price of shares?

Despite the legislative regulation in terms of determining the value of the sale of securities, this topic raises many questions from issuers. Here is a case from practice: an organization acquired shares in a CJSC and resold them to a subsidiary. Is an appraiser's report required in this case to confirm that the market value corresponds to the sale price of the shares? What value of the shares should appear in the accounts of the parties to this transaction?

For the purposes of profit taxation, proceeds from the sale of shares are recognized as income from sales (clause 1, article 249 of the Tax Code of the Russian Federation). Wherein the tax base when selling shares, it is determined in the manner prescribed by Art. 280 of the Tax Code of the Russian Federation. According to paragraph 2 of Art. 280 of the Tax Code of the Russian Federation, the taxpayer's income from transactions for the sale or other disposal of securities (including redemption) is determined, in particular, based on the sale price of the security.

Features of determining the selling price of securities circulating and not circulating on the organized securities market are defined in clauses 5 and 6 of Art. 280 of the Tax Code of the Russian Federation. Since the shares of a closed joint-stock company cannot be offered for purchase to an unlimited number of persons (clause 3, article 7 of the Federal Law No. for securities not traded on an organized market. Paragraph 6 of Art. 280 of the Tax Code of the Russian Federation establishes restrictions on prices accepted for profit taxation purposes when selling shares that are not traded on the organized securities market.

In this case, the actual price of the transaction is accepted for taxation purposes if it is in the range between the minimum and maximum prices determined on the basis of the settlement price of the security and the maximum price deviation set at 20% upwards or downwards from the settlement price of the security. If such securities are sold below the minimum price determined on the basis of the estimated value of the security and the maximum deviation, when determining the financial result for taxation purposes, the minimum price determined on the basis of the estimated price of the security and the maximum price deviation is taken. The procedure for determining the settlement price of securities not traded on the organized securities market (hereinafter referred to as the “Procedure”) is established by Order No. 10-66/pz-n of 09.11.2010 of the FFMS of Russia.

According to paragraph 2 of the Procedure, the settlement price of a non-tradable security can be determined:

as a price calculated on the basis of the prices of this security existing on the securities market in accordance with paragraph 4 of the Procedure; as the price of a security calculated by the organization in accordance with the rules provided for in clauses 5–19 of the Procedure; as the estimated value of the security, determined by the appraiser. The methods for determining the settlement price established by the Procedure, the conditions for the taxpayer to use specific methods are established in the accounting policy for tax purposes (clause 20 of the Procedure).

At the same time, in the accounting policy, the taxpayer has the right to provide for one or more of the above methods (see letter of the Ministry of Finance of Russia dated 15.08.2011 No. 03-03-06/1/486). - instead of See, you should write - see. If in the situation under consideration there is no information on the prices existing on the securities market, it is possible to use the second and third methods for determining the settlement price.

In accordance with clause 9 of the Procedure, the settlement price of a non-traded share of a joint-stock company(with the exception of cases provided for in clauses 6–8, 10, 11 of the Procedure) can be determined by dividing the value of the company's net assets calculated in accordance with the Procedure for Estimating the Net Asset Value of Joint-Stock Companies approved by Order No. 10n, No. 03-6/pz dated January 29, 2003 of the Ministry of Finance of Russia and the Federal Securities Commission of Russia (hereinafter referred to as the Procedure for Estimating Net Assets), reduced by the share of net assets that accounts for on the placed preference shares of the company, on the total number of ordinary shares placed by the company.

Clause 19 of the Procedure provides for the possibility of determining the settlement price of a security as the estimated value of a share indicated by the appraiser in the report on the valuation of the security.

Clause 3 of the Procedure determines that, unless otherwise provided by the Tax Code of the Russian Federation and this Procedure, the settlement price of a non-tradable security is determined by the organization based on the prices existing on the securities market (other values used to determine the settlement price), as of the date the taxpayer concludes a transaction with non-tradable securities.

In our opinion, the date of conclusion by a taxpayer of a transaction with non-tradable shares should be considered the date of conclusion of a share purchase agreement or, if the sale and purchase agreement is separate document is not compiled, the date of signing by the seller of shares (if he is a person registered in the register of registered securities holders of this joint-stock company) of the transfer order (clause 3.4.2 clause 3.4 of the Regulation on maintaining the register of registered securities holders, approved by the resolution of the Federal Commission for Securities of Russia dated 02.10 .1997 No. 27, hereinafter - the Regulations on the maintenance of the register).

At the same time, we would like to draw your attention to the fact that, in accordance with clause 2 of the Net Assets Valuation Procedure, in order to assess the value of the net assets of a joint-stock company, a calculation is made according to the data financial statements. Therefore, we believe that when determining the settlement price based on the value of the net assets of a joint-stock company, their size should be determined according to the financial statements of the company as of the last reporting date preceding the date of conclusion of the transaction with shares.

If the estimated value of a share is its estimated value indicated by the appraiser, the estimated value is determined as of the date of conclusion of the purchase and sale transaction. Article 329 of the Tax Code of the Russian Federation provides that income and expenses from operations with securities are recognized in accordance with the procedure established by Art. 271 or 273 of the Tax Code of the Russian Federation, depending on the procedure used by the taxpayer for recognizing income and expenses. If the selling organization determines income on an accrual basis, the date of receipt of income from the sale of shares should be recognized as the date of their sale (clause 3 of article 271 of the Tax Code of the Russian Federation). Subject to the provisions of paragraph 2 of Art. 38, paragraph 1 of Art. 39 of the Tax Code of the Russian Federation, Art. 29 of the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”, the date of sale of shares is the date of making a credit entry for personal account of the purchaser of shares in the system of maintaining the register of securities owners of the joint-stock company or, if the shares are registered with the depository, the date of making a credit entry on the acquirer's depo account.

As follows from par. 4 p. 2 art. 280 of the Tax Code of the Russian Federation, the costs of selling securities are determined based on the purchase price of the security (including the costs of acquiring it), as well as the costs of its sale. In accordance with paragraph 9 of Art. 280, Art. 329 of the Tax Code of the Russian Federation, when selling securities, the purchase price of the sold securities, calculated taking into account established by the taxpayer the method of accounting for securities (at the cost of first-time acquisitions (FIFO) or at unit cost).

The purchase price of shares for the purpose of accounting for their value in expenses from the seller is determined taking into account the provisions of paragraph 6 of Art. 280 of the Tax Code of the Russian Federation, that is, as the actual acquisition price formed in its tax accounting, if it is in the range between the minimum and maximum share prices, or as the minimum (maximum) price, if the actual acquisition price is outside this range. However, if the shares were acquired by the taxpayer before 01/01/2010 (the date of entry into force of paragraph 6 of Article 280 of the Tax Code of the Russian Federation as amended by Federal Law No. 281-FZ of November 25, 2009, which established restrictions on the purchase (sale) price of securities for income tax purposes) , we believe that the seller of shares has the right to take into account the actual cost of acquiring shares in expenses even if it exceeds the maximum price calculated in accordance with paragraph 6 of Art. 280 of the Tax Code of the Russian Federation in the current version.

This conclusion follows from the clarifications of the Ministry of Finance of Russia, cited, in particular, in letters No. 03-03-06/1/23 dated January 23, 2012, No. 03-03-06/2/159, dated 08/26/2011 No. 03-03-06/1/522. We also note that the costs associated with the acquisition of securities, including their value, are included in non-sales expenses as of the date of sale of the securities (clause 7 clause 7 article 272 of the Tax Code of the Russian Federation). The purchaser of the shares does not receive any income in connection with their acquisition.

When further implementation to them of these shares, the income from their sale will be subject to income tax in the manner discussed above. Similarly, he will take into account the cost of acquiring shares when they are sold. Thus, the income of the seller of shares in the situation under consideration is determined by the actual price of the purchase and sale transaction, which is in the interval between the minimum and maximum prices determined on the basis of the settlement price of the security and the maximum price deviation, or by the minimum (maximum) price, if the actual price transaction goes beyond this interval.

The taxpayer determines the methods of determining the settlement price independently, fixing them in the accounting policy. The taxpayer has the right to provide in the accounting policy both one and several methods for determining the settlement price. Defining the settlement price as the appraised value of the security listed in the appraiser's report is one way (but not the only way) of determining that price. When determining the settlement price based on the value of the net assets of a joint-stock company, the amount of net assets must be determined according to the company's financial statements as of the last reporting date preceding the date of conclusion of a transaction with shares.

The estimated value of a share as its estimated value indicated by the appraiser is determined as of the date of conclusion of the share purchase and sale transaction (conclusion of a sale and purchase agreement or signing of a transfer order by the person transferring the shares). The cost of acquiring shares, taken into account when selling them, is determined at the price of acquiring shares by their seller, taking into account the restrictions provided for the current edition paragraph 6 of Art. 280 of the Tax Code of the Russian Federation, if the shares were acquired in the period starting from 01/01/2010, or actual cost for which they were purchased, without taking into account these restrictions, if the shares were purchased before 01/01/2010.

What is the peculiarity of the income approach to the valuation of shares

The income approach is a set of methods for assessing the value of appraised objects based on the determination of expected income from the use of the appraised object (FSO No 1).

Determining the value of a business using the income approach is based on the assumption that a potential investor will not pay for this business more than the present value of the future income received as a result of its operation. Simply put, the buyer does not actually acquire the property, but the right to receive future income from its ownership. Likewise, an owner will not sell his business for less than the present value of projected future earnings. It is believed that as a result of their interaction, the parties will come to an agreement on a market price equal to the present value of future income.

Discount method cash flows . This method involves the construction of an annual forecast of income (most often - net cash flow), as a rule, on medium term, as well as determining the value of the business in the post-forecast period. A discount rate is applied to bring all future earnings to present value. The sum of the present values of all future earnings, adjusted for excess or deficiency of equity working capital and by the value of the market value of excess (not involved in production) assets and is the value of the business.

Profit capitalization method. The application of the method involves converting the annual income from the business into the value of the business by dividing by the capitalization rate. The condition for applying this method is a constant amount of annual income planned in the long term, or constant constant growth rates. This method is rarely used in the valuation of businesses and shares, since most enterprises are characterized by significant fluctuations in the amount of profit and cash flow in the forecast period.

According to the requirements of FSO No 1, the income approach is applied in cases where there is reliable information that makes it possible to predict future cash income, which are able to bring the objects of assessment, as well as the costs associated with them.

The use of the income approach to assessing the value of a business is most justified when the company is at the stage of growth or stability. economic development. Also, the use of the income approach is possible when analyzing prospects further development enterprises (assessment of the investment project).

The income approach evaluates the intrinsic value of a company, but does not take into account the position of the company in the market at the time of its share valuation and the influence of market conditions on its value, thereby not giving an objective assessment of the shares.

What to do if you do not agree with the valuation of your shares

If a participant does not agree with the assessment of the actual value of his share, determined by the company, he has the right to apply to the court. In this case, according to the explanation given in sub. "c" paragraph 16 of the joint resolution of the Plenum Supreme Court of the Russian Federation and the Plenum of the Supreme Arbitration Court of the Russian Federation dated 09.12.1999 No. 90/14, the court checks the validity of his arguments, as well as the objections of the company on the basis of the evidence presented by the parties, including the conclusion of the examination carried out in the case. Thus, it is possible to assess the actual value of the share and the market value of the property of the company. So, in the definition Constitutional Court RF dated November 15, 2007 No. 758-O-O states that the current norms of the Law on LLC do not prevent the determination of the actual value of the share based on the results of an examination of the market value of the property.

There are a lot judicial practice confirming this possibility. A recent example is the decision of the Supreme Arbitration Court of the Russian Federation of June 21, 2010 No VAC-7669/10 in case No. A82-3322 / 2008-36: the transfer of a case on a claim for the recovery of the cost of a share in the authorized capital of an LLC for revision in the order of supervision of judicial acts was denied, so how, while satisfying the claim, the court proceeded from the fact that the amount of the actual value of the share to be paid to the plaintiff was determined taking into account the expert's opinion.

If such a difference is not enough, the company is obliged to reduce its authorized capital by the missing amount. Moreover, if the decrease in capital leads to its size becoming less than the minimum amount, the actual value of the share is paid out of the difference between the value of the company's net assets and the specified minimum amount of the company's authorized capital.

However, par. 4 p. 8 Art. 23 of the LLC Law provides for cases where the company is not entitled to pay the actual value of the share - in particular, if at the time of payment or issuance of property the company meets the signs of insolvency established in federal law"On insolvency (bankruptcy)", or if as a result of such payment or issuance of property such signs appear. In these cases, the company, on the basis of a written application submitted no later than within three months from the date of expiration of the period for paying the actual value of the share by the person whose share has passed to the company, is obliged to restore him as a member of the company and transfer to him the appropriate share in the authorized capital of the company . The procedure, method and terms for paying the actual value of the share are also established in the LLC Law.

Valuation of the company's shares - is the study of the market value of the share of the enterprise, which accounts for the considered block of shares. This procedure can be carried out to determine the price of preferred and ordinary securities that are issued by both closed and open joint-stock companies.

The main way to profit from shares is to receive dividends and financial, economic and strategic development company, business expansion and increase in the value of assets. And therefore, when evaluating the company's shares, Active Business Consulting actively uses the method of the capital market, net assets, as well as profit capitalization and cash flow discounting.

What do we mean by company shares?

A share is a security that is evidence of the investment of a share of capital or a certain amount of funds in a joint-stock company, and which, as a result, gives the right to receive profit from the development of the enterprise in the form of dividends.

Unlike other securities that have a fixed income (for example, a bill, a bond) and are redeemed in accordance with the par value at the end of the validity period, the company's shareholders do not bear the obligation to buy back shares. The cost, or, as they say on the stock exchange, the stock quote is set based on the ratio of supply and demand in the open market.

When considering a certain package of securities, it is always possible to distinguish what type it belongs to - majority or minority. Majority - this is a block of shares, characterized by the presence of more than 50% of all shares of the enterprise - this gives the owner the right to manage it and appoint management. Meanwhile, it is worth noting that in practice, when the company's shares are owned by various investors, the threshold that determines whether it is a controlling stake or not may be lower. In some cases, a 30% stake may well be the majority - the division into types is conditional. A minority stake is not a controlling stake, it is below the majority level.

The classification into majority and minority stakes is determined by the fact that, depending on the size of the stake, there is a premium and a discount for control. The amount and percentage of the discount or premium is determined by the method used to evaluate the company's shares.

It must also be said that a block of shares has a more real nature of the right than one separate share. But this is the source of the package's shortcoming - it is less liquid. An individual share is much easier to sell on the open market. A block of shares is the interest of serious investors who carefully analyze the situation on the market and are able to predict the successful development of the company. And this is another reason why the valuation of the company's shares is a rather demanded service.

When is a company's shares valued?

Valuation of the company's shares carried out in the following cases:

Implementation of transactions for the purchase and sale of shares;

Restructuring of the enterprise - passing the procedure of merger, liquidation, acquisition or separation of business units from the holding structure;

Contribution of a block of shares to capital legal entity;

Determining the value of collateral for obtaining a loan;

Transfer to trust management.

Why is a company's stock valuation necessary?

Valuation of the company's shares is the first step in bringing security to an investment. Fundamental analysis market and financial condition enterprises will exclude possible mistakes in the face of constant fluctuations in securities prices. To achieve confidence in the decisions made, to have every reason, and even justification, for investing - these are the advantages that gives valuation of company shares.

What do we mean by valuation of the company's shares?

Valuation of the company's shares is set in order to determine the most probable price at which this object can be sold on the open market in a competitive environment and when both parties act on the basis of their own interests and reasonably, having all the information about the object.

Basis of the procedure valuation of the company's shares is the study of value as financial instrument capable of making a profit. Shares can bring profit to their owner in the form of dividends and increase in the value of the enterprise - factors associated with business expansion and improved financial performance.

The most influential on the final result valuation of the company's shares factors are the size, degree of control and liquidity of the shares. The degree of control is the premium or discount for the additional rights that a share grants. For example, if the package in question is a controlling stake in an enterprise, then it must be taken into account that it entitles its owner to appoint management and manage the company. The value of the premium for control is about 30 percent compared to average price the value of a block of shares of securities. The discount for a non-control character is about 15-20%. An important characteristic is also the liquidity of securities - the highest performance will have those shares that belong to open joint-stock companies listed on stock exchanges. The least liquidity - shares closed societies which are not present in open circulation on the market.

The presence of such advantages for shareholders owning controlling stake shares makes it impossible to carry out simple calculations to receive valuation of the company's shares. It is also impossible to determine the value of a company by simply multiplying the actual market value of the shares by their number.

The calculation of the share of property that falls on the considered block of shares is very interesting and useful information for investors and buyers - however, a rather difficult task for an independent appraiser. The company "Active Business Consulting" uses an integrated approach to valuation of the company's shares, and guarantees the most accurate result among all possible.

What value can be determined by the valuation of the company's shares?

Nominal value - formed on the basis of official statements about the price of shares to enterprises. Denomination - perhaps the main characteristic of the action. It is on this basis that the approximate (but not exact) value of the security in question can be determined. The par value is the same for all ordinary shares, but does not include preference shares;

Market value - if the shares are placed on the open market, it is set based on the share price on the RZB. In practice, the nominal and market value are not equivalent or even approximately similar - a developing enterprise will have a higher market value of shares than an organization that has problems in financial support. The market value of the company's shares are determined based on the ratio of supply and demand;

The book value is reflected on the balance sheet of the enterprise, and is calculated based on the value of the share capital of the company, equal to the aggregate property complex on the amount of liabilities and capital contributed by the holders of preferred shares.Isolated valuation of company shares to determine the carrying value is not carried out - this is because it largely depends on accounting policy organizations. Often book value is used as a characteristic of the security of the company's shares;

Liquidation value - this is the price that will be received by the shareholder in the course of the liquidation of the enterprise and the sale at auction or auction of its assets in a short time, the repayment of obligations and the payment of preferred shares;

Investment cost is the value that the investor is most interested in - it reflects the profitability and profitability of the stock.

What approaches are used to evaluate the company's shares?

Cost approach. Formed on the principle that the buyer will not pay more than what is necessary to create an equivalent object. By using cost approach valuation of company shares determines the costs of creating a similar enterprise that will have similar assets and occupy the same position in the market. It also takes into account the reasonable profit of the investor;

Comparative approach. It can only be used on the open market, since it is formed from the method of comparing the objects under consideration with similar objects that were previously sold on the market. To get a result valuation of the company's shares using this approach, it is necessary to have information about the prices of past transactions - unfortunately, the emerging market cannot provide the necessary amount of data for detailed analysis.

income approach. It was formed on the basis of the principle that investors are most interested not in the real value of shares, but in the income and profit that they can bring. It can be assumed that an investor will not buy shares if he finds out about negative outlook enterprise development.

The company "Active Business Consulting" knows about all the intricacies of the procedure valuation of the company's shares. We are ready to provide all possible assistance in determining the value of shares - and provide all the information for making the right and confident decisions.

Valuation of ordinary shares

Valuation of ordinary shares is a procedure for establishing the value of shares, dividends on which are part of the company's profit, remaining after settlements with owners of preferred shares. Main Feature ordinary shares is that although they have the right to vote at a meeting of shareholders, they do not guarantee their owner dividends on them.

For common stock valuations first of all, an in-depth financial, technological and organizational analysis current activities, as well as the prospects for the development of the organization whose ordinary shares are being evaluated. Carried out on the basis of the calculation of the value of the company, common stock valuation also implies the use integrated approach, using various methods to achieve a more accurate and high-quality result.

The company "Active Business Consulting" guarantees the high quality of the assessment, which will be carried out truly independently, in compliance with all standards and regulations.

Purposes for which the valuation of ordinary shares is carried out:

To make transactions for the purchase and sale of shares;

For the restructuring of the enterprise (separation, mergers, acquisitions);

For additional issue and placement of shares;

To redeem shares by shareholders;

To attract foreign investment;

For transactions of exchange, donation and inheritance of shares;

To obtain a loan secured by securities.

Why is common stock valuation necessary?

Shares are the financial instrument that can provide a good profit to its owner. Investors and enterprising people are attracted by the fact that in connection with the expansion of the business, the improvement of financial indicators, the value of shares increases - which means that, under the circumstances, you can get a significant profit from previously made investments. Valuation of ordinary shares in this case, it is presented as a procedure that can determine the current value of a business and shares, as well as make a forecast regarding the profitability of its acquisition.

The basis common stock valuations- this is the determination of the value of a financial instrument capable of making a profit. Dividend increases and stock prices rise only when financial indicators companies improve, business expands, asset values increase.

Common stock valuation methodology

Valuation of ordinary shares is carried out using the dividend discount model, a method that is based on determining the present value of expected cash flows. When considering methods and methods, Active Business Consulting is based on the reason for which the assessment is carried out. For example, it is important for the buyer of ordinary shares to receive a part of the profit and income of the enterprise in the future, which is expressed in the form of dividends or benefits provided by the company's board (selling products at individual prices). Regarding the seller's side - common stock valuation should be carried out taking into account the loss of future income.

When conducting common stock valuations The following types of value can be defined:

Nominal cost. It is based on the officially declared value of the organization. The nominal value is the main characteristic of shares, by which the approximate value of this security is determined. The amount of the nominal value of the placed shares is authorized capital enterprises, of which only 25% are preferred shares. The par value is the same for all ordinary shares;

The market value is determined based on the stock price on the RZB. In practice, the market value does not match the nominal value, since a profitable enterprise will have a much higher value of shares than an organization that is experiencing problems in financial security and business management. Market value is based on the relationship of supply and demand;

The book value is calculated on the basis of the share capital of the organization, equal to the total of all property assets for the amount of liabilities and capital, which were contributed by the owners of preferred shares. Valuation of ordinary shares their carrying value cannot be carried out in isolation, since the result obtained will be quite approximate. This also happens because, in many respects, the book value of ordinary shares will depend on the accounting policy of the enterprise, which means that it can only be used as an indicator of the provision of shares;

The liquidation value is the price that can be obtained during the liquidation of the enterprise and the sale of its assets at the most favorable prices at trades and auctions as soon as possible after the repayment of obligations and the payment of preferred shares.

The investment cost is common stock valuation, at which the profitability and profitability of the stock are estimated primarily from the point of view of investors.

Valuation of ordinary shares It is also carried out by standard methods:

Cost approach - it is based on the fact that the buyer will not pay an amount more than that for which you can create a similar object. Thus, the valuation of ordinary shares using the cost method is the calculation of the costs of creating a similar joint-stock company that has similar assets and occupies a similar position in the market. The reasonable profit of the investor is also added to the sum of the total costs;

Comparative approach - only possible on the open market, as it is based on comparing the ordinary shares in question with similar shares joint stock organizations. And therefore it is important that the prices of recent transactions are known, which is impossible to do in the absence of sufficient information or in an emerging market only. Based this approach on the assumption that the seller will not sell his shares cheaper than at the price at which transactions with similar indicators took place recently.

The income method is based on the interest of investors in the company, as well as the possibility of making a profit from investing money in the ordinary shares in question. It is calculated on the fact that the buyer will not invest in shares if he can not subsequently make a profit from them.

Valuation of ordinary shares not carried out by any method in isolation. As a rule, those methods and techniques are selected that give the clearest idea of the actual cost.

The company "Active Business Consulting" uses only proven by experience and many years of practice methods of determining the price of shares. Turning to us, you receive only reliable information, which you can later use for your investment or management decisions.

For acquaintance you will be interested in the information in the section Additional Information: , .

Mosotsenka evaluates the shares of closed and open joint-stock companies, both ordinary and preferred. Share - a security that gives its owner the right to own a certain share in the authorized capital of the company. In simple words, it makes a person the owner of a small (or large) part of the business. Our job is to determine the value of one security or package. The price of 100% shares is the price of the company itself.

The considered ordinary share gives the owner a minimum set of rights:

the right to a share in the property of the company in case it is liquidated;
the right to participate in meetings;
the right to dividends.

If the owner of securities has a whole package (more than 10%), then he receives additional rights:

appointment of management;
participation in the activities of the company and control over it.

The cost of a package is not directly proportional to its size, it depends on the rights that its owner has.

Valuation of shares can be attributed to the components of a reasonable investment. Before investing in any company, you need to find out its prospects. Even if now the securities do not bring dividends, this does not mean at all that in the future they will not provide the investor with good income. Market price is formed from numerous factors, it is impossible to analyze the profitability of certain securities without proper education.

Mosotsenka works with big companies, small firms and individuals. Specialists evaluate the price of the paper and make real forecasts for the future.

Evaluation of the return on shares is necessary:

in purchase and sale transactions;
when forecasting the value of companies;
if it becomes necessary to pay with securities a contribution to the authorized capital of another enterprise;
when companies make complex financial decisions;
if the shareholders want to sell the shares of the company;
upon liquidation of the company;
when inheriting, etc.

How do our experts carry out the assessment?

There are three most common ways to evaluate the yield of the securities in question:

comparative;
costly;
profitable.

The comparative approach is based on comparing the price of the security of the company under consideration with the prices of securities of other similar companies. The method is used only in open market conditions.

The cost method is more complicated and when using it, the investor's profit is also considered. It is believed that the price of a security should not exceed the price that a security of a company similar in terms of business development, presumably created by an investor with the money that he is going to invest in securities, could have.

The valuation of shares is based on a forecast of the company's success in the future. Even if the company is prospering at the time of the valuation, but production decline is predicted in the future, its papers will not be the most demanded on the market.

The valuation will depend on several factors:

efficiency of the enterprise;
risks;
the policy of the company's directors on the payment of dividends;
the state of the economy and the industry in which the enterprise operates;
forecasts for the future success of the organization, etc.

When conducting transactions with securities, it matters what kind of shares they are (preferred or ordinary) and what type of company they are issued (closed or open).

The securities of a closed joint-stock company are sold on the basis of a pre-emptive right, that is, the distribution of securities is carried out among the members of the company. If a shareholder wants to sell his share, he will first have to offer it to members of the company, but if they all refuse to buy, they can be offered to a third party.

Within the framework of an open joint stock company, there are no such restrictions; securities can be quoted on the stock exchange and purchased by any person. Estimating the value of shares in an OJSC is simpler than in a CJSC, and with other equal conditions the price of the first will be higher than the price of the second.

When evaluating shares, the degree of control, liquidity and the size of the stake are of key importance. As mentioned above, the highest liquidity is inherent in the securities of OJSC, which are quoted on stock exchanges. Liquidity shows the demand for securities in the market, that is, how quickly they will leave at market value when sold. The size also affects liquidity: one security has more liquidity than a package, since more buyers can afford one security.

Valuation helps to get several types of prices:

market - reflects the demand for a security in the market;
investment - reflects the amount of dividends, important for those who want to profit from shares;
liquidation - reflects the amount of money that the owner will receive for each paper if the company decides to liquidate.

The nominal value of securities reflects the price that the management of the company has set.

Independent valuation of the company's shares from Mosotsenka

The valuation of ordinary shares and preferred shares is carried out by company employees with specialized education who study documents, the area in which the company operates, and predict its future success. If the securities are not listed on the stock exchange, specialists carry out serious analytical work - an analysis of the enterprise's competitiveness, the reliability of the issuer, the return on assets, etc.

The price for services will depend on:

terms;
complexity of the order;
type of company (JSC, CJSC);
volumes.

The assessment will require the submission of several documents, among which may be:

issuer's financial statements;
the passport of the person ordering the service;
copies of constituent documents;
statement of fixed assets;
business plan for the long term, etc.

The report is submitted on time or ahead of time and is drawn up in accordance with the Federal Law-135 "On appraisal activities". You can order an examination or get a consultation by calling the numbers listed in the contacts. Before starting work, there will be free consultation and a contract was concluded.

An independent, market-based valuation of shares is one of the more and more relevant services. According to your order, we will quickly and professionally perform:

valuation of shares for a notary and for a court;
assessment of the cost of a block of shares for the division of property;
valuation of shares for business legacy;
assessment of the market value of shares upon redemption;
assessment of the cost of shares of enterprises for additional issues or emissions;
valuation of the shares of a business for its sale.

Most often, the need to evaluate shares brings clients to the company who want independent, truthful information about the value of the share of the business that is limited to their block of shares. Competently and objectively performed valuation of a block of shares allows you to:

draw up an inheritance;
conclude contracts of sale, assignment of debt obligations, transfer to trust management;
convert categories, contribute to the statutory fund, register as a pledge;
perform merger/separation operations, liquidation of joint-stock companies, etc.

We are ready to quickly and inexpensively perform the service in cases where the following assessment is required:

action for a notary is inexpensive, in case of divorce and division of property between ex-spouses and also an assessment of “a share for entering into an inheritance by law”, if it is necessary to divide shares between several heirs in order to provide them with the opportunity to sign a voluntary agreement on the division of property and pay compensation.

The terms of the service are minimal, and its price is acceptable for everyone.

The main task for us is a competent assessment of the company's shares, as an instrument intended for profit. Our clients are provided with a competent assessment of shares, the price of which is the most verified management decision that allows the owner to receive income.

According to your order and in accordance with its purpose, the company's specialists will determine the cost of any required type:

investment;
balance;
liquidation;
market.

The independent valuation of shares performed by us for a notary in Moscow allows us to calculate the amount state duty when registering an inheritance and certifying transactions.

Valuation of shares

As a rule, the assessment is carried out by specialists, taking into account industry specifics and using basic indicators:

the level of dividends received;
investment component;
exchange rate differences;
liquidity and risk level.

You should know that the highest liquidity is in the securities of OJSC, listed on the main stock exchanges, and the lowest is in the securities of CJSC, which are not listed at open auctions.

The valuation of a company's shares can be performed using the following methods:

discounting (variable dividends);
profit capitalization (constant or constantly growing dividends);
coefficient calculation of the dividend (the ratio of the price of analogues to d loss of the business being valued).

Valuation of ordinary shares

The receipt of income from this type of securities is not defined, both in terms of value and amounts. This property makes the task of determining the value quite different from the procedure for preferred assets.

The solution of this problem requires taking into account the degree of uncertainty of the following parameters in the calculations:

general financial results in the foreseeable future;
dividend growth rate.

When planning investments in such assets, it should be understood that only the statistics of past work can serve as the only basis for preliminary analysis, and in the future its nature and results may change.

Most often, such assets are valued at intrinsic value. In this case, the calculation can be based on:

net asset value;
liquidation value of the company's assets.

Net worth is the price a buyer is willing to pay for all common securities issued by a JSC. In this case, the buyer must have complete information about the totality of the JSC's assets.

The salvage value makes it possible to evaluate minimum size the proceeds of the owner of a block of ordinary securities in the event of its sale. This is the most realistic way.

Preferred assets involve payment at fixed rates and usually within a limited period of time. In the perpetual case, the current price of assets is determined taking into account adjustments for the uncertainty of the market and their value in the future.