Non-public joint stock company: charter, registration, authorized capital, register of shareholders. Public Joint Stock Company: An Overview of the Term
Federal law 05.05.2014 N 99-FZ significant changes were made to corporate legislation. general provisions on legal entities, in particular, the organizational and legal forms of legal entities and their classification have changed.
Commercial organizations - pursuing profit-making as the main goal of their activities are divided into:
- Business companies
- Public societies.
- Non-public companies
Abolished (not created and cannot be registered):
- additional liability companies;
- types of joint stock companies - open and closed.
Business partnerships
- full partnership
- limited partnership ( limited partnership)
- business partnerships
- production cooperatives
The named law introduces the concepts of public and non-public societies. The purpose of this division is to establish different modes of regulation of intra-corporate relations for companies that differ in the number of participants and the nature of the turnover of participation rights in them (shares and shares in the authorized capital of an LLC).
This division is carried out only among business companies that is, LLC, JSC and does not affect other forms of commercial corporate legal entities (for example, business partnerships).
A public company is a joint-stock company, whose shares and securities convertible into its shares are publicly placed (by open subscription) or publicly traded under the conditions established by the laws on securities (clause 1 of article 66.3 of the Civil Code of the Russian Federation).
The rules on public companies also apply to joint stock companies, the articles of association and company name of which contain an indication that the company is public.
Non-public companies are.
1. Limited Liability Company;
2. Joint Stock Company:
- the charter and company name of which does not contain an indication that the company is public;
- whose shares and securities convertible into its shares are not publicly placed (by open subscription) or publicly traded under the conditions established by the laws on securities.
3. Company with additional liability.
From 01.09.2014 additional liability companies are abolished. The norms of Chapter 4 of the Civil Code of the Russian Federation in the new edition on limited liability companies are applied to such companies established before that date. Accordingly, such societies should also be equated with non-public societies.
Thus, from 01.09.2014, the division of joint-stock companies into closed and open ones is abolished. AO of these types now. cannot be created.
Taking into account the new requirements, the corporate names of business entities should have the following form:
- public joint stock company - "Public joint stock company" Armais ";
- non-public joint stock company - Joint Stock Company “Armais”;
- Limited Liability Company - Limited Liability Company “Armais”.
At the same time, the companies retain the right to have an abbreviated corporate name as well.
Unlike a public society, a non-public society should not reflect its non-public status in the corporate name. There will be a "public joint stock company" and simply a "joint stock company".
From September 1, 2014:
- the provisions of the Law on JSC regulating JSC are applied to public joint stock companies in the part that does not contradict the Civil Code in the new edition;
- The norms of Chapter 4 of the Civil Code of the Russian Federation (as amended) on JSC are applied to CJSC. The provisions of the Law on JSCs on Closed Joint Stock Companies shall apply to such companies until the first change in their charters.
Until September 1, 2014, the main classifying criterion for dividing joint stock companies into open and closed was the number of shareholders (50 or less for closed and more than 50 for open).
Thus, the main criterion for dividing into public and non-public JSCs is the public offering of shares, securities convertible into shares (the right to publicly place them), or their public circulation under established conditions.
There are no requirements for the maximum number of shareholders of non-public, as well as public JSCs, so it can be anything. The requirement remains that a joint-stock company must have at least one shareholder, which, in turn, cannot be another business company consisting of one person, unless otherwise provided by law.
For LLC, the requirement for maximum number participants (no more than 50) remain, otherwise it is subject to transformation into a joint-stock company within a year, and after this period - liquidation in court, if the number of its participants does not decrease to the specified limit. The requirement for the type of JSC, into which the LLC should be transformed, is excluded from 01.09.2014. In such a situation, the LLC itself will be able to determine whether it will be a public or non-public JSC in compliance with the requirements for a public offering of shares, securities convertible into shares.
Also, for an LLC, the requirements for at least one participant and the impossibility of having another business company consisting of one person as the only participant in the LLC remain in force.
Non-public joint stock companies as persons who are not entitled to publicly place their shares, other securities convertible into shares, are close in this to CJSC, and public companies are close in this to OJSC.
At the same time, this does not mean that an OJSC will necessarily be equated to a public joint-stock company. Only those JSCs that meet the characteristics of public JSCs will be recognized as public ones. For example, if the shares of an OJSC were placed only when it was founded by private subscription and were not placed publicly, then such a company will be non-public, but otherwise may be established by its charter.
A non-public JSC (including those created before September 1, 2014 as a CJSC), regardless of the number of its shareholders, can acquire the status of a public JSC by indicating in its corporate name that the company is public and entering the USRLE of information about such a corporate name.
Generally, legal requirements to the activities of public companies are more strict than to the activities of non-public ones, in respect of which the legislator allows more positive regulation, for example, in matters of management in companies. The establishment of more stringent requirements for public companies is primarily due to the fact that their activities affect property interests a large number shareholders and others.
Freedom of Internal Self-Organization of Non-Public Societies
The activities of non-public companies, to a greater extent, in comparison with public ones, are regulated by dispositive legal norms, which provide corporation participants with the opportunity to determine the rules of their relationship themselves.
The ability to independently determine the list of organs of society. The Civil Code divides corporate bodies into two main groups: bodies, which must be formed in all corporations, and bodies that are formed in certain types corporations in cases provided for by law or the charter of the corporation itself.
Mandatory bodies include the general meeting of participants (the highest body of any corporation) and the sole executive body (director, general manager etc.). And the bodies that are formed only in cases provided for by the Civil Code, other laws or the charter of the corporation include: a collegial executive body (board, directorate, etc.), a collegial management body (supervisory or other council) that controls the activities of executive bodies of the corporation and performs other functions, as well as the audit commission. For a public society, in accordance with the law, the formation of most of these bodies is obligatory (only the need to form a collegial executive body is left to the discretion of the company itself), while for a non-public society, the formation of only two corporate bodies is mandatory, and the rest are optional.
Formation of a collegial management body and an audit commission
The Civil Code allows that the formation of a collegial governing body can be provided not only by the charter, but also by law.
In accordance with the current Federal Law of 08.02.98 No. 14FZ "On PA)" in LLC, the formation of the board of directors (supervisory board) and the audit commission occurs at the discretion of the company's participants. Considering that the new edition of the Civil Code also does not require non-public companies to create a collegial management body, by virtue of paragraph 4 of Article 65.3 of the Civil Code of the Russian Federation, this body is optional for limited liability companies (by law, its creation is not mandatory, but may be provided for by the charter). As for the audit commission (auditor), according to the new edition of the Civil Code, the same rule applies to limited liability companies as to non-public joint stock companies: the charter can include provisions on the absence of an audit commission in the company or on its creation exclusively in cases stipulated by the charter.
By the decision of the participants (founders) of a non-public company, adopted unanimously, the following provisions may be included in the charter of the company:
- on assigning the functions of the collegial executive body of the company to the collegial governing body of the company (clause 4 of Article 65.3) in full or in part, or on refusal to create a collegial executive body if its functions are performed by the specified collegial governing body;
- on the transfer to the sole executive body of the company of the functions of the collegial executive body of the company (clause 3 of article 66.3 of the Civil Code of the Russian Federation).
These options are designed for the case when a collegial governing body (supervisory or other council) and a collegial executive body (board, directorate) were created in the company at the same time, and then the collegial executive body is liquidated. In this case, the question arises: should its competence be transferred in full to the sole executive body, or can it be fully or partially transferred to a collegial management body? The new edition of the Civil Code allows for both options. Participants of a non-public company have the right to independently decide how to distribute the powers of the liquidated collegial executive body. Obviously, if such a body did not exist in society initially, then the problem of the distribution of its functions and competencies does not arise (respectively, subparagraphs 2 and 3 of paragraph 3 of Article 66.3 of the Civil Code of the Russian Federation do not apply to these situations).
The freedom of self-organization of non-public societies is the result of a compromise of all its participants
The freedom of intracorporate self-organization of non-public companies is opposed by the principle of unanimity of all participants in a non-public company in the implementation of the dispositions provided by law.
The use of dispositive norms entails a potential threat that the dominant members of society will impose on weaker non-controlling members such rules of internal corporate relations that will entail non-compliance with the interests of the latter. To prevent such negative consequences, the legislation establishes the conditions for the application of dispositive norms. One of them is the principle of consensus (unanimity of all members of society) in the implementation of the statutory dispositions. Its essence is that a deviation from some dispositive norms of legislation and the establishment of a different rule in the charter of a non-public society is possible only if the corresponding decision is taken by all members of the society unanimously. Thus, non-controlling participants can block the introduction of rules that are disadvantageous to them in society at the request of the dominant participants.
This mechanism is borrowed from the legal regulation of LLC activities, since Law No. 14-FZ has always contained such a restriction for the imposition of certain decisions by dominant participants on non-controlling participants. This was unusual for joint-stock companies. But the new edition unifies the mode of dispositive legal regulation of all non-public companies (LLC and non-public joint-stock companies), therefore non-public joint-stock companies will also be able to deviate from the dispositive norms only on conditions of unanimity.
The use of the principle of unanimity in the implementation of dispositive norms has its drawbacks. This creates excessive protection of the interests of non-controlling participants (shareholders), narrowing the possibilities of internal corporate self-organization. It is obvious that the unanimity of all participants in society can be achieved only with a limited number of them and the actual participation of each of them in decision-making. A non-public company with several dozen participants (shareholders), especially if among them there are “ dead Souls», Is unlikely to be able to use the freedom of internal corporate self-organization simply because of the impossibility to achieve unanimity of all participants (shareholders).
In this regard, it is worth recalling another mechanism for ensuring the balance of interests of controlling and non-controlling participants, namely, compensation payments to the non-controlling minority. According to the current laws No. 208-FZ and No. 14-FZ, this mechanism is used when making particularly significant decisions that change the conditions for participation in the company (decisions on approving major transactions, reorganizing the company, introducing amendments to the charter that reduce the scope of participants' rights, etc.). NS.). For such events, the decision of the overwhelming majority of participants (shareholders) is sufficient, therefore, the participants of the company who do not support this decision(this is objectively a minority), the legislation provides the right to present a demand for the redemption of their shares (stakes), that is, to leave the company.
Taking this into account, in case it is impossible to reach a unanimous decision on the establishment in society of certain deviations from the dispositive rules of legislation, an effective way out of the problem would be to expand the scope of application of compensation payments. Then the dissenting minority will have the right to demand that the controlling participants buy out their shares (stakes), and the remaining participants will be able to make the necessary unanimous decision.
Another area to which different rules apply, depending on the publicity or non-publicity of the company, is the procedure for certifying the persons participating in the general meeting of participants (shareholders) and the decisions adopted by the meeting.
The further fate of JSC
In connection with the division of JSC into public and non-public, a natural question arises about the fate of JSC. No revolution happens to them. Although this type of joint-stock company is not provided for in the new edition of Chapter 4 of the Civil Code, it does not prohibit the use of a mechanism in a non-public joint-stock company, which is the main feature of closed companies, namely, control over the composition of participants (preemptive right to purchase shares alienated by individual shareholders to third parties). The ban on the use of this mechanism is established only in relation to public companies, therefore, it does not apply to non-public companies. It's just that if earlier this mechanism was mandatory (imperative) for a closed joint-stock company, now, due to the disappearance of this type of joint-stock company from the legislation, this mechanism is turning into a right of choice for non-public companies. That is, this mechanism can be applied at the discretion of the shareholders of non-public joint stock companies. To do this, it must be included in the charter, and the former CJSCs only need to keep it in the charter.
The elimination of the word “closed” from the corporate name of a JSC does not preclude the use of the preemptive right to acquire shares if the company meets the characteristics of a non-public one.
But in this case, the following circumstance must be taken into account. According to clause 9 of Article 3 of Law No. 99-FZ, from September 1, 2014, the norms of the new edition of the Civil Code on Joint Stock Companies are applied to CJSCs. And the special provisions of Law No. 208-FZ on CJSC are applied to such companies until the first change in their charters. This means that as soon as a company removes the word “closed” from its corporate name, it will not be able to rely on the norms of Law No. 208-FZ that regulate the activities of CJSCs. Including for him those provisions of Law No. 208-FZ, which regulate the procedure for exercising the preemptive right to purchase shares, will cease to apply. Therefore, the procedure for exercising this right now needs to be specified in the charter (if there are no relevant provisions in it). To do this, it is not necessary to duplicate the relevant provisions of Law No. 208-FZ in the charter, given that they will lose force for society anyway. Any reasonable procedure for exercising the preemptive right can be envisaged.
Former OJSCs that fall into the category of non-public companies will also be able to exercise their preemptive right to purchase shares if they include the relevant provisions in the charter. Inclusion in the charter of a non-public joint-stock company of rules on the preemptive right or the establishment of a special procedure for exercising this right is carried out by a majority of ¾ votes of the meeting participants
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The essence and characteristics of public and non-public societies
In order to understand how to determine the status of a particular society, it is necessary to analyze the norms that define these categories.
Public society - a joint-stock company, whose shares and securities convertible into its shares:
are publicly posted (by open subscription);
and / or publicly traded under the conditions established by the laws on securities.
The rules on public companies also apply to joint-stock companies, the charter and corporate name of which contain an indication that the company is public (clause 1 of article 66.3 of the Civil Code of the Russian Federation).
Public company - a business company based on shares (securities), which are placed and circulated among an indefinite circle of persons... It is a society with an unlimited and dynamically changing membership. Publicity means that the corporation focuses on an unlimited number of participants (shares are offered for sale to a wide range of people).
Public companies are characterized by a large number of diverse shareholders. In order to ensure a balance of interests of the latter, the activities of such joint-stock companies are mainly regulated by peremptory norms that prescribe unambiguous, standard rules of conduct for corporation participants. The use of standards that cannot be changed at the discretion of the prevailing members of the company guarantees the attraction of investors.
Public companies borrow on the securities market among an unlimited number of people, they cover a wider array of diverse investors: institutional (government, banks and investment companies), collective (collective investment funds, pension funds), small individual investors. The activities of public companies are largely regulated by peremptory norms designed to balance the interests of a heterogeneous and dynamically changing mass of investors. Therefore, this type of economic society, in contrast to a non-public one, has little freedom of intra-corporate self-organization.
Non-public society - a business company that does not meet the criteria established by legislation for public companies. This is a limited liability company and a joint stock company that does not meet the criteria specified in paragraph 1 of Art. 66.3 of the Civil Code of the Russian Federation (clause 2 of Article 66.3 of the Civil Code of the Russian Federation).
Non-public companies are, firstly, business companies, the shares of which are placed among a predetermined circle of persons and do not go public. Secondly, this category includes companies based on a low-turnover asset - a share in the authorized capital of an LLC. Such companies are focused on a limited, small, predetermined membership. They can use special mechanisms to control the personal composition of their members and they have much more freedom of internal corporate self-organization.
The activities of non-public companies are mainly regulated by dispositive legal norms that allow the establishment of individual rules of behavior (interaction) of the participants of the corporation at their discretion. Non-public companies do not borrow from open market... More dispositive norms are addressed to them, they have potentially greater freedom of internal corporate self-organization - that is, the ability to establish interaction rules at their own discretion.
Currently, the dividing line between the strong imperative regulation of intracorporate relations and significant dispositive principles is between two types of business companies - joint stock and limited liability companies. The reform of the Civil Code of the Russian Federation moved it along the line of public and non-public companies.
Criticism is expressed about the merger of various types of business companies into a general type of business company (non-public): joint-stock companies based on shares and limited liability companies based on shares in the authorized capital. According to some experts, this leads to a confusion of these essentially different economic societies.
Public Joint Stock Company is one of the key concepts of the new classification of business entities. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent corporate procedures. This form of ownership is chosen by most of the largest organizations in the Russian Federation.
The concept of "public joint stock company (PJSC)" is relatively new in the civil legislation of Russia (introduced from 1.09.2014). It designates the form of organization of a public company, the shareholders of which have the right to dispose of their shares. Its main differences are
- unlimited number of shareholders
- free placement and circulation of shares on the securities market
- permission not to contribute funds to the authorized capital of the company before its registration and opening an account.
The definition of "public" suggests that given view A JSC must adhere to a policy of more complete disclosure of information, as compared to a non-public one. This contributes to an increase in the transparency and attractiveness of investment processes (shares are placed and traded among a wide range of people).
The structure of PJSC can be represented as follows (see Fig. 1)
To understand the specifics of the creation and activities of a PJSC, let us compare it with other types of joint stock companies and consider examples of operating organizations with this form of ownership.
Public or open?
Since in regulations there are several concepts that are close to each other in meaning, even among specialists in corporate law, disputes about their legal interpretation do not subside. Many questions concern the differences between “new” PJSCs and “old” OJSCs. At first glance, “only the name has changed”, but this is not the case (see Table 1)
| Comparison options | ||
|---|---|---|
| Disclosure of information |
|
|
| Advantage on the purchase of shares and securities | It was possible to reflect in the charter the advantage of buying free shares by existing shareholders and holders of securities | |
| Maintaining the register, the presence of a counting commission | It was allowed to maintain the register of shareholders on its own | The register is maintained by third-party organizations licensed for this type of activity, the registrar is independent |
| Control | The board of directors was necessary if the number of shareholders exceeded 50 people | It is mandatory to form a collegial body of at least 5 members. |
Thus, although the changes related to public joint-stock companies do not seem to be fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.
Public or non-public?
From the point of view of a layman, a public joint-stock company, in its own words, is a former OJSC, and a non-public one is a former CJSC, but this is an overly simplified vision. Let's consider what rules are applied in the new classification of business entities to organizations of different legal status:
- A characteristic feature of a PJSC is an open list of prospective buyers of shares, while a non-public joint stock company (NJSC) does not have the right to sell its shares through public trading.
- The law requires PJSCs to have a clear gradation of issues related to the competence of members of the board of directors and intended for discussion at the general meeting. NAO are more free: they can change the collegial governing body to a sole one and carry out other reforms in the activities of governing bodies
- The decisions made by the general meeting and the status of participants in the PJSC need to be confirmed by a representative of the registrar. NAO may contact a notary on this matter
- A non-public joint-stock company has the right to include in the charter or corporate agreement a clause stating that, in relation to others who wish, the advantage in buying shares remains with the existing shareholders. While this is unacceptable for PAO
- All corporate agreements concluded with a PJSC must go through the disclosure procedure. For the NAO, it is enough to be notified that the agreement has been concluded, and its content may be declared confidential.
- All procedures for the repurchase and circulation of securities, which are provided for in Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially fixed the status of non-public in their charters.
How to re-register an OJSC into a PJSC?
The renaming procedure is carried out by replacing the words in the name of the organization. Next, the charter should be revised, especially with regard to the board of directors and the rights to benefits when purchasing shares, and bring them in line with the provisions of the legislation on public joint stock companies.
The Civil Code states that the rules on public companies apply only to JSCs, the charter and company name of which explicitly indicate that they are public. These rules do not apply to other legal entities.
The most famous PJSCs of Russia
The largest representatives of this form of ownership regularly top the ratings of the richest organizations in the country and the world. Here are several legal entities included in the TOP-10 of the RBC rating for 2015:
On September 1, 2014, some amendments to the Civil Code came into force Russian Federation... There was a division of joint-stock companies into two types, according to the principle of the organization's possession of certain characteristics. The first type is public joint stock companies. Such organizations are more open. The second type is non-public joint stock companies, they are more closed, but at the same time the management system in them is less strict. Instead of the abbreviations familiar to everyone, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint stock companies in this article.
Public joint stock company
This is the name of those companies whose shares have a public turnover in accordance with the legislative acts on securities. It can be going to stock exchanges, issuing for the purpose of generating income, etc. Also, the publicity of a joint-stock company is determined by the fact that the statutory documents state that the organization is open in one form or another. The control of such firms is stricter due to the fact that the interests of third parties may be affected in them, because citizens can purchase shares of these organizations. For example, a supervisory board of five people must be present as a supervisory body. It should also be noted that all united joint stock companies (OJSC), based on the new legislation, become public. Moreover, new changes in the legislation provide for the openness and transparency of data related to the owners of securities issued by PJSCs. They also have a series additional nuances and innovations, for example, a society will be considered public, provided that the number of its members exceeds five hundred. More detailed information set out in the first paragraph of Article 66.3 of the Civil Code of the Russian Federation.
Non-public joint stock company
This is an enterprise whose members are strictly defined, information about these persons is recorded at the time of the organization's creation. The innovation makes it possible to correct and amend the charter of the organization, form management bodies, influence the board of directors and the meeting of shareholders on various issues by voting. All CJSCs, as well as some LLCs, will now be called non-public.
It is important to note the lower obligations of the non-public joint stock company towards the owners of the securities. Liability to depositors is less than in the case of open organizations... This is due to the fact that a non-public joint-stock company has a limited number of owners of securities, strictly limited by statutory documents. Speaking more simple language, participants are initially warned about all risks and possible losses. Often, shares in such companies are not issued at all, and such enterprises are partly the result of privatization or a consequence of a kind of management model with equity participation to delegate responsibility.
Terminology changes in accordance with the law
As mentioned above, all enterprises called JSCs are now called public joint stock companies. The changes also apply to other organizational and legal forms. ZAO is a non-public joint stock company. The latter will include some LLCs, but subject to the availability of the necessary features.
In addition, all firms created before the legislation was updated should not go through any re-registration procedures. This rule applies only if you do not need to make any adjustments to the registration data. For example, moving companies to another office or changing the type of activity may become the basis for a change in the organizational and legal form. It should be noted that it may be necessary to amend the articles of association in accordance with the new legislation, if there is such a need. As for the new abbreviations in the names, the non-public joint-stock company is abbreviated - NAO, public - PJSC.
Information about the owners of securities
For both public and non-public companies, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of getting a fine and incurring additional checks on your company. This rule appeared in October 2013. The choice of a registrar company that will keep the register of shareholders is a very responsible decision. Before accepting it, you should make sure that the company to which you entrust this task is quite conscientious, has good experience in this area and has been working for a long time. Otherwise, there is a risk of various problems and additional litigation. It is also recommended to look at the clients of similar companies. The more serious these firms are, the better for you. The decisions of all meetings must be entered on the register by the company that takes over the responsibility for running it.
Nominal capital
These are the funds of the enterprise, formed by issuing securities. They are also called authorized or share capital due to the fact that their size is indicated in the charter of the organization. This is the amount invested by the participants to ensure the statutory activities of the company. The amounts of these funds are fixed in the constituent documents of the organization in accordance with applicable laws. Based on the Civil Code, share capital is the smallest amount of funds that guarantee solvency to creditors. The law provides for the possibility of increasing the nominal capital. This is possible if for similar decision not less than two thirds of the participants will vote and subject to the laws provided for specific cases. As funds in the share capital, property can be contributed as in the form Money and their equivalents in kind, for example in the form of property. In the case of depositing funds in another form or in the form of ownership, they are assessed with the help of an independent examination.
NAO statutory document
When creating a non-public joint-stock company, you must have various papers and completed forms with you. The charter of a non-public joint stock company is a key document. It contains all the information about the organization, it tells about its property, participants and their rights, about the activities of the company being formed, etc. In the event of problems and disputes, the Charter will be the reference document in legal proceedings. Therefore, it should be written in such a way that there are no loopholes or flaws that can be applied in court against the organization. When drafting the Charter, it is recommended to study in detail all legislative acts, one way or another related to the activities of the organization, or contact lawyers who have experience in this area or specialize in the development of such documents.
Statutory document of PJSC
The charter in such enterprises is in many ways similar to a similar document of a non-public joint-stock company. The exception is that it must state that the organization is open. For example, the procedure for issuing shares, their circulation, entering stock exchanges is specified, and a dividend payment policy is spelled out. It may also prescribe the procedure for the circulation and issue of other securities, but it must necessarily be possible to convert such bills into shares. In general, the Charter of a public joint-stock company should be developed even more responsibly than in the case of the NAO. This is due to the high potential responsibility and obligations to shareholders, which, in fact, can be anyone. This means that the risk of claims from various individuals and legal entities and government representatives in the case of PJSCs is much higher. Development of documentation requires a responsible approach and the work of specialists.
Authorized capital of NAO
When forming the authorized capital, the basic legal acts will be the Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.
According to the Civil Code of the Russian Federation, these include organizations in which the nominal capital is divided into any number of securities. The members of the company cannot incur losses or liabilities in excess of the value of the securities they own.
In this case, when considering authorized capital non-public joint stock company, securities cannot be placed openly. The share of bills owned by the owner may be limited by statutory documents. The number of votes given to one bearer of securities can also be indicated. In this case, the minimum authorized capital of the joint-stock company must be equal to at least one hundred minimum wages ( minimum dimensions wages).
Authorized capital of a public joint stock company
In the situation with PJSCs, the rules are similar to the previous case. Key acts will be latest revisions Of the Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.
The authorized capital of a public company consists of shares acquired by the owners at their original cost at the time of issue. The par value of the securities must be the same. In the same way as the rights of shareholders, which should be equal. The size of the authorized capital can either increase or decrease in accordance with the current market situation. This happens by issuing additional securities or by buying back own shares from large investors. The authorized capital must include at least 1000 minimum wages.
PJSC members
In this case, all owners of the company's shares will be participants. Any citizen of the Russian Federation who has reached the age of 18 can become a PJSC participant. Shareholders do not bear legal and material responsibility for the actions of the company, but only have some rights. For example, they can attend a general meeting and vote. The only possible losses for owners of securities are related to the value of shares or dividends.
NAO participants
The procedure for membership in organizations of this type is different from PJSC. Only members of a non-public joint stock company will be founders. This is due to the peculiarities of the regulation of such firms. The founders will also be shareholders, and their bonds will not apply outside this organization. There can be no more than fifty participants, otherwise the NAO should be reorganized into a public joint stock company.
Reorganization from one form to another
The legislation provides for the possibility of changing one organizational and legal form to another. Using the example of the transformation of NJSC into PJSC, the following obligations arising before the organization can be distinguished:
- Increase of the authorized capital to the required minimum (1000 minimum wages).
- Development of documents confirming changes in the rights of shareholders.
- Issue of shares.
- Complete inventory.
- Engaging an auditor.
- Development of a new charter and related documentation.
- Re-registration in the Unified State Register of Legal Entities.
- Transfer of property to a new legal entity.
Registration: public and non-public joint stock companies
The first step is to choose the organizational and legal form, public joint stock company or another type, in accordance with the needs of the organization being created. Next, you need to prepare everything Required documents: agreement between the founders, if there are more than one person, then - documents on the types and types of shares, their value and quantity. After that, the charter is developed, which includes:
- The name of the organization in full and in the form of abbreviations, in the case of a public society, this should be reflected in the name.
- Legal address.
- The number and price of shares at par.
- Types of issued shares.
- The rights of shareholders owning a particular category of shares.
- The cost of the authorized capital.
- The procedure for holding various meetings, voting and decision-making.
- The powers and algorithm of decision-making by the governing bodies are in accordance with the current legislation.
Now you need to register the company with the local tax authority, which one depends on the city and region in which the registration is made. It is necessary to fill in and provide all the required documents, to certify them with a notary and pay the fee. Registration will be completed within 5 business days. Then you will have exactly 30 days to issue and register shares, and you will also need to choose a company that holds the register of shareholders.
It should be noted that the process of registration and creation of joint stock companies is a very responsible decision. Problems with documentation and various forms can arise even when registering an individual entrepreneur, so you should not save on creating a future organization, if any difficulties arise, it is recommended to contact competent specialists in the tax, legal and financial spheres. Correctly chosen organizational and legal form is the first step on the way to successful business, and this choice should be made as deliberately as possible.
