What is pao instead of oao. Differences and features of legal forms (IP, LLC, JSC, PJSC, NPO, OP). Important aspects of the new charter of the joint-stock company

  • 29.11.2019

In what form can a joint-stock company exist? What organizational and legal form is more profitable for the company?

One of the options for the organizational and legal form of existence of the company is a joint-stock company.

The joint stock company is commercial organization, whose is divided into a certain amount of shares that certify the rights of shareholders in relation to the Company (clause 1, article 2 of the Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies", hereinafter referred to as Law No. 208-FZ).

Thanks to the amendments made by Federal Law No. 99-FZ of May 5, 2014 (hereinafter referred to as Law No. 99-FZ), which entered into force on September 1, 2014, Chapter 4 of the Civil Code of the Russian Federation, concerning legal regulation legal entities has undergone significant changes.

Forms of joint-stock companies

Since September 1, 2014, joint-stock companies are divided into public (PJSC) and non-public companies(AO).

The main features of PJSC are defined in paragraph 1 of Art. 66.3 of the Civil Code of the Russian Federation:

    shares and securities convertible into shares of the Company are publicly placed (by open subscription) or publicly traded on the terms established by securities laws.

  • Differences between PAO and AO

    In accordance with paragraph 1 of article 7 of Law No. 208-FZ, the Company may be public or non-public, which is reflected in its Charter and company name.

    To make a decision on the choice of one form or another of a joint-stock company, we systematize in the table the main differences between PJSC and JSC:

    Indicators

    Authorized capital

    The minimum authorized capital should be 100 thousand rubles (Article 26 of Law No. 208-FZ).

    The minimum authorized capital should be 10 thousand rubles (Article 26 of Law No. 208-FZ).

    Subject structure of shareholders

    Individuals or legal entities that have acquired securities of a joint-stock company.

    Only the founders of the company (individuals or legal entities).

    Name of joint stock company

    The name must contain the word "public", that is, the abbreviated name must begin with the word "PJSC".

    The name may not contain the word "non-public", that is, the abbreviated name may be "JSC".

    Placement and circulation of shares

    By open subscription, incl. placement of securities on organized trades. Securities are publicly traded in accordance with Federal Law No. 39-FZ of April 22, 1996 "On the Securities Market".

    By closed subscription. Securities are not publicly traded.

    Structure of governing bodies

    Mandatory formation of a collegial governing body (supervisory board) (clause 3, article 97 of the Civil Code of the Russian Federation). The number of members of the board of directors cannot be less than five people. The procedure for the formation and competence of the said collegiate management body are determined by the law on joint-stock companies and the charter of PJSC.

    The charter of a PJSC cannot refer to the exclusive competence of the general meeting of shareholders the resolution of issues that are not related to it in accordance with Law No. 208-FZ (clause 5, article 97 of the Civil Code of the Russian Federation).

    The formation of a collegial management body (supervisory board) is optional. However, in case of its creation, the management body of the JSC may take over the functions of the Company's Board.

    Consent to the alienation of shares and the pre-emptive right to purchase shares

    Consent is not required for the disposal of shares, and no mandatory consent rule can be established. Such strict requirements are connected, first of all, with the need to protect the rights a large number shareholders.

    The charter may provide for the pre-emptive right to acquire shares by its shareholders. The charter may provide for the need to obtain the consent of shareholders to alienate shares to third parties (clause 3, article 7 of Law No. 208-FZ).

    Maintaining the register of shareholders

    The composition of the company's participants is confirmed by the registrar (i.e. the person who maintains the register of shareholders) - independent organization having the appropriate license (Federal Law of July 2, 2013 No. 142, clause 4 of Article 97 of the Civil Code of the Russian Federation).

    There is no requirement for mandatory independence of the registrar. That is, the composition of the members of the Company present at the meeting, as well as decisions taken can be certified by a notary.

    Information disclosure

    Information is disclosed in full, incl. the content of the corporate agreement (Article 92 of Law No. 208-FZ, clause 6 of Article 97 of the Civil Code of the Russian Federation).

On September 1, 2014, a new state reform was implemented. The legislator divides all societies into public and non-public. The main factor influencing differentiation was the fact that an unlimited number of investors were involved in the circulation of shares. If the shares are placed by open subscription, they are traded on the stock exchange, then the organization is considered public, if not - non-public. Such changes in legislation were necessary for the legal regulation of their activities. We will consider the essence of the concept, the features of the opening, the specifics of the work of public companies and answer the question that is relevant for entrepreneurs: “PJSC - what is it?”.

What is PAO?

On September 1, 2014, amendments to the Civil Code concerning the activities of legal entities entered into force. This date marks the liquidation of CJSC, LLC and the start of new organizational forms of management entrepreneurial activity- PJSC (decoding: public joint stock companies), JSC, LLC (non-public joint stock companies).

Before legislation changes large corporations and smaller organizations operated under a single regulatory scheme. If a small organization even had two shareholders, the management was obliged to delegate authority by creating a board of directors or organizing a meeting of shareholders at a certain time, to choose an auditor who, in fact, controls its actions and protects its interests. The amendments introduced improved the law and leveled the need for organizations to comply with its requirements only formally due to the global discrepancy between legal and economic models.

Basic differences between PJSC and JSC

Name

Method of placement of shares

Securities are converted by open subscription and circulated publicly in accordance with the law

Closed subscription, shares and securities are not publicly traded

Maintaining the register of shareholders

Obliged to provide

Not obligated

Who confirms decision making

Registrar

Registrar or notary

Alienation of shares

It is impossible to provide for the possibility of alienating the share

The charter may provide for a provision on the alienation of shares

Preemptive acquisition of shares

Allowed

More stringent requirements for PJSCs are due to the need to strictly protect the rights of a large number of investors. On the other hand, JSCs have a greater choice of control mechanisms.

PAO: discovery. Algorithm

1. business plan.

2. Organization of a public joint stock company.

After the decision to establish a public joint-stock company is made at the constituent meeting or individually, the shareholders conclude a written agreement.

3. Conclusion of the founders' agreement.

It will regulate the activities of the company, the size of the authorized capital, types of securities, the procedure for their payment, the rights and obligations of the parties.

4. State registration of PJSC.

What is this process and what are its goals? The company is registered by the Inspectorate of the Federal tax service RF, guided by the Federal Law of March 21, 2002 N 31-FZ. A state fee is required for the service, the details must be specified at the selected inspection department. Registration is required to conduct legal business and state control. The founder needs to prepare the following documents:

  • statement;
  • 2 originals of the charter of the company;
  • founding agreement, protocol;
  • receipt of payment of the fee;
  • documents to the legal address (notarized copy of the certificate of ownership, letter of guarantee the owner of the premises where the company will be registered).

How to register shares of a public company

A separate nuance is the registration of the issue of shares of PJSC Russia. The founder needs to prepare additional papers for their legalization. They must be submitted within a month from the date of state registration of the company. Otherwise, you will have to pay a fine in the amount of 700 thousand rubles. Also, this procedure is carried out in case of an increase in the authorized capital, an additional issue of shares, involvement of third parties, reorganization of the company.

OJSC, PJSC do not mean different organizations, the goals of their activities have not changed, only its format has changed. CJSC, OJSC were reformed into public, non-public companies, companies with limited liability(LLC) to improve their business model.

Opening of a PAO branch. What does it provide

The chapters of Federal Law No. 208-FZ, as amended on June 29, 2015, “On Joint-Stock Companies” gives it the right to create its representative offices and branches, guided by the Civil Code of the Russian Federation, federal laws. The PJSC branch is its full-fledged independent branch and operates on the basis of a legal power of attorney.

Features of the activities of public joint-stock companies

  1. The number of shareholders is not limited.
  2. Shares circulate on the market publicly and without restrictions.
  3. The authorized capital is formed by issuing securities (shares), the minimum amount is 100,000 rubles.
  4. No need to enter cash in authorized capital before company registration.
  5. Responsible for obligations with its property (but not in the case of obligations of PJSC shareholders). Opening a company automatically gives shareholders rights and obligations.
  6. Important information about the activities of the company is in the public domain (report data, financial statements, articles of association, decision on

Work organization

The management links are in the hands of the general meeting of shareholders, but it cannot consider issues and approve decisions that are outside its competence (the list of issues regarding which decisions can be made is fixed in the Federal Law "On Joint Stock Companies"). Current activity controls the executive CEO, board, directorate. He reports to the board of directors regarding the activities of the company. The latter must select the auditor of the company to conduct and control the financial and economic segment. The General Meeting of Shareholders is mandatory to convene once a year. OJSC, PJSC, although they underwent reorganization, innovations in the legal segment, they largely retained the algorithm of registration and work.

Amendments to the Civil Code on September 1, 2014 made it possible to create a legal model that meets the real needs of entrepreneurs. One of the most convenient and effective forms of organization of the company's work is PJSC. The transcript reflects the essence of its public Objective answer to the question "PJSC - what is it?" will provide an opportunity not only to organize a successful enterprise, but also to correctly determine your business segment.

Before starting their own business, a potential entrepreneur should understand the existing forms of ownership and determine what suits his company. Next, we will analyze the form of ownership of PJSC, which appeared relatively recently. PAO - what is it? How to draw up documents? Read about all this in the article.

Briefly

PAO - what is it? Public joint stock company - a new classification of economic activity. Its key differences lie in the openness and transparency of investment processes, the entry of an unlimited number of co-owners and strict regulations of internal corporate processes. This form of activity is preferred by the largest Russian organizations.

in detail

PAO - what is it? The very concept of a public joint stock company appeared in civil law relatively recently, more precisely in the fall of 2014. It means a form of organization of a public enterprise, where co-owners can alienate the shares that are their property. With the advent of PJSC, many large Russian organizations re-registered, for example, PJSC Otkritie Bank.

Key differences:

  • unlimited number of co-owners;
  • free placement and circulation of shares on the securities market;
  • the right not to deposit money into the authorized capital before registering and opening an account.

PAO - what is it? The concept of "public" implies that the disclosure of information about this type of activity should be complete, in contrast to non-public. This ensures the transparency of the company's work, which makes the investment process more attractive.

Examples of PAOs in Russia

  • PJSC Bank Otkritie.
  • PJSC "Moscow United Electric Grid Company".
  • Branch of PJSC "Sberbank".
  • PJSC MDM Bank.
  • Branch of PJSC "MOESK" and others.

Public or non-public activity

talking in simple terms, a public joint-stock company is the former JSC, and a non-public company is the former CJSC, but this is an overly simplified definition. Let's consider what rules are used in the new classification of concepts in relation to companies of different legal status:

  • A characteristic feature of PAO is open list potential owners of shares, while a non-public joint-stock company cannot sell its own shares at public auctions.
  • According to the legislation, PJSC should have a clear gradation of issues that relate to the area of ​​responsibility of members of the board of directors and are determined for discussion at a meeting of shareholders. Non-public activities are more independent. Here, the collegial governing body can be changed to an individual one, and other reforms can be carried out in the work of the governing bodies.

  • All resolutions adopted at the general meeting, as well as the status of PJSC participants, must be confirmed by representatives of the registrar organization. NAO can resolve this issue with a notary.
  • In a non-public joint-stock company, it is possible to include in the charter or corporate agreement a clause stating that when selling shares, the pre-emptive right of redemption is available to existing shareholders and only then to other applicants. This is unacceptable in PAO.
  • All corporate agreements entered into in a PJSC must go through a disclosure process, while in a NAO it is sufficient to notify of the conclusion of an agreement, the contents of which may be confidential.

All actions for the redemption and circulation of securities provided for by Federal Law No. 208, Ch. 9 are not applicable to non-public joint-stock companies.

PAO. Opening a legal entity

The process of registration and entering data on PJSC into State Register carried out in accordance with the legislation of the Russian Federation. The peculiarity of this legal entity is that during its registration it is not required to provide the Charter of the company, the action takes place on the basis of the constituent agreement. The criteria for this document are regulated by Article No. 52 of the Civil Code of the Russian Federation. And also for the formation of a PJSC, a share capital is required, the maximum and minimum scope of which is not prescribed.

List of documents for registration:

  • Photocopy of the memorandum of association, certified by a notary.
  • An agreement confirming the right to use a legal address.
  • Photocopies of TIN and passports of all shareholders.
  • Payment order or check confirming payment of the state fee and other registration costs.

Writing a statement is nothing special. On the official portal of the Federal Tax Service of Russia, all samples are presented for review. The main requirements are that the application must be completed manually in block letters or on a computer without errors, typos and amendments. And the attached documents must be drawn up in accordance with the established standards, otherwise registration will be denied.

Important! The entire set of documents must be numbered and laced.

Constituent agreement

PJSC, the opening of which took place, among the shareholders may have SPD and companies engaged in commercial activity. For the organization and registration of a PJSC, the formation of a memorandum of association is required, the most important points of which are:

  • The name of the institution in full or abbreviated form, the use of abbreviations and foreign words is allowed.
  • Full legal address.
  • Sequence of activities.
  • Amounts of contributions, their total volume.
  • The equity participation and the amount of the contribution for each accomplice are formed.
  • The plan for making an entrance fee is fixed.
  • Responsibility for non-compliance with the terms of the founding agreement is determined.

In addition to key provisions, the agreement:

  • regulates the execution of general activities;
  • the rules for organizing the property complex are prescribed;
  • established the principles for the execution of contingent activities;
  • rules for the division of income and expenses are defined;
  • the conditions for acceptance and withdrawal from the PJSC are prescribed.

Step-by-step registration instructions

Due to the fact that most of the processes of registering a legal entity in our time are optimized, it is possible to issue a certificate in a short period, no more than three days from the date of submission of documents to the authorized bodies. To register and get the details of the PJSC, you need to follow a few simple steps:

  • Name. Choice original name for the organization.
  • Legal address. It is necessary to resolve the issue with the purchase / lease of premises for registering a legal address.
  • Field of activity. Choosing a business direction and establishing it in the OKVED system.
  • Determination of the amount of authorized capital.
  • Protocol on the establishment of PAO.
  • Preparation of the founding agreement based on the field of activity.
  • Submission of an application for registration of PJSC.
  • Payment of state duty.
  • Applying for a simplified tax system (if necessary).
  • Transfer of a package of documents to the FMS authorities and receipt of a receipt on their acceptance by employees.

Registration cost

In most cases, when registering a new organization, the founders do not have free funds, and therefore they try to save on everything. The main question for startups is how much it will cost if:

  • use the help of specialists;
  • act independently.

There are two sides to the same cost savings problem. When contacting professionals, the costs of registration will certainly increase, however, when concluding an agreement on the provision of legal services, the company's clients receive a full guarantee of the quality of the services provided. In addition, in the future, such services for a representative company will be important.

Approximate rates:

  • An integrated approach - from 8 to 12 thousand rubles.
  • State fee for registration - 4 thousand.
  • Formation and certification of the constituent agreement - from 300 to 600 rubles.

More lucky for those who have a lawyer among the founders. In this case, you can save on registration and registration, then it remains to pay only the state fee and a small amount for the certification of documents by a notary.

The usual abbreviation OJSC began to fade into oblivion - according to federal law No. 99 of 05/05/14, this organization is being replaced by public joint-stock companies. It is worth figuring out if there are any differences in OJSC and PJSC, what are the characteristic features of this form of organization of activity, and who can now become a shareholder. And today we will talk about the number of participants in a public joint stock company, management bodies, as well as how to open a public joint stock company (his).

Public joint stock company as a type of legal entity

Concept and essence

In fact, PJSC is a complete analogue of an open joint-stock company - now it is a more precise form of organization of activities, indicating the degree of publicity.

PJSC (Public Joint Stock Company) may differ:

  1. Choice of activity.
  2. The number of shareholders.
  3. Management organization.

In all other cases, all PAOs have similar features. The features that characterize a public joint stock company are quite specific, they cannot be confused with other forms of organization of activity.

Read about the joint-stock company below.

The video below shows how joint-stock companies are being replaced by PJSCs and similar organizations:

Characteristics

The first thing that distinguishes PAO from, and several other forms of organization of activity, is the presence of shares. At the same time, it also has them, but here PAO has its own characteristics.

Two characteristic features of PAO:

  1. Free sale of shares.
  2. Unlimited number of shareholders.

A public joint stock company (PJSC) also has its pros and cons:

The disadvantages of this form are liability for obligations with personal property for the debts of a joint-stock company and the need for an annual external audit activities. It is important to know that personal liability directly depends on the volume of the block of shares.

This form of organization has much more advantages - in fact, any shareholder is a co-owner of the business. Anyone can become a member of a PJSC with a small investment, without having any entrepreneurial skills.

For the main initiators of the creation of a public joint stock company, such an approach to organizing activities makes it possible to attract additional material resources to the business, maximizing the chances for the successful development of the enterprise.

A public joint stock company is somewhat different from other forms of business in its management bodies. Such companies have additional opportunities.

Governing bodies

The supreme governing body is the general meeting of shareholders. In PAOs, their meetings are now forced to be attended by registrars or notaries. Depending on the type of activity, the size of the company and the presence of subsidiaries, a different structure of management bodies is possible.

The basic management structure looks like this:

  • General Meeting of Shareholders
  • Supervisory Board (Directors)
  • CEO
  • Executive Directorate
  • Audit committee.

The structure may be more branched - several directors are legally allowed. It is also possible for legal entities to participate in the management bodies.

Now the number of members of the collegiate management body cannot be less than five participants. All members of the board cannot participate with their shares during the decision-making at the general meeting of participants of the PJSC. These aspects are usually reflected in constituent documents.

Read about the constituent documents for a public joint stock company, the number, composition and responsibility of participants below.

The specialist will tell about the registration of PJSC in the video below:

Founding documents and members

In the documents of PJSC and its corporate name, the need to indicate the publicity of the organization is legally fixed. The main constituent document of a PJSC is the charter of the organization, which defines the full and abbreviated names of the company, the rights of shareholders, the size of the authorized capital, the management structure and much more.

Previously, the participants of the OJSC had access to the possibility of preferential acquisition of shares by persons who were already their holders. Public joint-stock companies are now guided only by federal laws, now they cannot provide for such features of the purchase in their charters. This allows anyone who wants to buy shares without regard to current shareholders.

PJSC shareholders have the same rights as participants in open joint stock companies. This does not depend on the size of the shareholding. They can:

  • Receive dividends
  • Study a number of documents
  • Be part of the governing body
  • Manage your own shares
  • Participate in the general meeting of shareholders
  • In case of PJSC liquidation, claim a part of the property.

At the same time, the participants also have responsibility - the debts of the PJSC apply to its participants according to the volume of their block of shares. Members of the organization are responsible with their personal funds if the property of the PJSC is not enough to pay off debt obligations. At the same time, personal obligations of shareholders do not play a role for a joint-stock company, PJSC is not responsible for the debts of its participants.

Read below about the minimum authorized capital of a public joint stock company.

Capital formation

The capital of PJSC is provided by its shareholders in different proportional shares. For a public joint stock company, the minimum values ​​of the authorized capital in the amount of 100,000 rubles are established. Property contributions are also acceptable - their value is determined by an independent appraiser.

According to the changes from 2014, now 3/4 of the authorized capital must be paid before the registration of PJSC. The rest is due throughout the year.

The public joint stock company replaced the JSC. New nuances have appeared in this organizational form of activity, but the principle remains the same - shareholders form capital, have the right to vote and the opportunity to receive dividends. They also remained responsible for paying off the debt obligations of the joint-stock company. The governance structure has become branching, and the openness of data has become even more public.

Until the payment of the full amount of the authorized capital, it is impossible for PJSC to organize open sale their shares.

This video will tell you what joint-stock companies can hide:

Both for the state and for society as a whole, the division of persons into individuals and legal entities has particular importance. Moreover, it is a fundamental factor for many articles of the Civil, Administrative, Labor and other codes. Russian Federation.

Comparison of a legal entity from an individual

In order to take into account the interests of persons as much as possible, it is necessary to know whether this person is an individual or a legal entity. Legal capacity, risks, properties - for individuals and legal entities many differences. So let's start with these two concepts.

Individual is a person, with or without citizenship, who has duties and rights just because he exists. By virtue of his birth, he has legal capacity, while his legal capacity is determined by his age. Legal capacity and legal capacity can be limited only by a court decision, or in accordance with the law.

Entity is an organization that has been registered in accordance with all the rules defined by law. This organization may have as its main goal both making a profit, and simply working for a society or an idea.

Legal entities, as a rule, have an organizational form. So, the most common form is LLC, but also entity may be a joint-stock company and so on.

Consider the main differences between an individual and a legal entity.

  1. emergence. So, an individual arises at the moment of his birth, an organization at the moment of its registration.
  2. legal capacity. The organization is capable from the moment of its registration and until the moment of liquidation. An individual can be either partially or fully capable, depending on age, as well as medical indications.
  3. A responsibility. The company can be brought only to civil, as well as administrative liability, a person, in addition to the above, can also be held criminally liable.
  4. Termination of activity. An individual ceases to exist only at the time of death, a company - after the completion of the process of its liquidation.

Benefits of opening an LLC

A limited liability company is considered the most optimal organizational form for creating a company among entrepreneurs. Consider the main positive aspects in the creation of an LLC.

OOO - the simplest organizational form of all possible to open an organization. However, even she has some disadvantages, which, against the background of the pros, seem not so significant.

Thus, the number of members of the society cannot exceed 50 people. If the number of participants goes beyond this limit, then the entrepreneur must reorganize the company. Moreover, if the management structure in an LLC changes, then each change must be accompanied by amendments to the constituent documents.

Closed list of non-profit organizations

On September 1, 2014, the Civil Code of the Russian Federation entered into amendments regarding non-profit organizations. In particular, a special closed liver of non-profit organizations was created.

Thus, non-profit organizations that were established before September 1, 2014 had to bring their name into line with this list at the first opportunity to amend the constituent documents.

This list includes the following types of non-profit organizations:

  • , including charities;
  • cooperatives (for example, horticultural or garage);
  • public organizations ( political parties, territorial self-governments, etc.);
  • unions (for example, commercial and industrial);
  • homeowners associations;
  • Cossack societies;
  • communities;
  • autonomous non-profit organizations;
  • religious companies;
  • public legal organizations.

The changes that have been made to the Civil Code of the Russian Federation are primarily related to the fact that before them there was confusion in the forms of non-profit companies. Thus, the list of non-profit companies allowed for registration was expanded, and each of the forms had its own rules.

The changes also affected the item on making a profit by non-profit organizations. They were allowed to receive income, but for this the organization must have property worth at least 10 thousand rubles.

Similarities and differences

In other forms, the conduct of the organization's activities appears to be a more complex process. OJSC, PJSC, CJSC have both minuses and pluses in relation to LLC. Let's consider the main ones.

Like LLC, CJSC, OJSC and PJSC, as the main constituent document, they accept charter. In the case of a CJSC, the registration process is more complicated and involves not only making an entry in the Unified State Register of Legal Entities, but also registering with the FFMS ( federal Service on financial markets) for the purpose of issuing shares. The authorized capital of a CJSC, unlike an LLC, does not consist of shares, but of the number of shares of participants.

The number of participants in a CJSC can be any, as in OJSC and PJSC. LLC means the number of participants is not more than 50 people. You can sell a share in an LLC based on the minutes of the general meeting of participants, while in a CJSC a participant must sell shares to other community members.

In the case of an OJSC, everything is a little simpler: a participant, when leaving the company, can sell shares both to its other participants and to complete strangers.

As a rule, when publishing about constituent documents, it is not necessary to make, while when creating a CJSC, publication of open reporting is mandatory. An open joint-stock company, like an LLC, does not imply publications.

PAO is the least common form non-profit organization only because the authorized capital of the company should be 1000 minimum dimensions wages and more. In PJSC there is no limit on the number of participants. It is not obliged to publish the reporting in the public domain.

So, it is quite difficult for an inexperienced specialist to understand all aspects of the activities of the above organizational forms of enterprises. To summarize, we can conclude that an LLC is suitable for small organizations that are not going to issue shares, as well as scale their activities. If the entrepreneur really intended big business, then a joint-stock company is more suitable for him.

Registration procedure and subsequent procedures

In order to start activities, regardless of the form of organization, the company must be registered. Registration is a complicated procedure and requires the entrepreneur to go through mandatory stages, regardless of the chosen form of ownership.

So, a package of documents for registration must be submitted to the Federal Tax Service. Documents are provided either personally by the entrepreneur or sent by mail. Also, one of the most common ways to submit documents is electronic document management.

When registering any of the above legal entities, both the founder and the head of the future organization can act as an applicant. Each document submitted to the tax office for registration, if it contains more than one sheet, must be stitched and numbered, and also certified either by the founder himself or by a notary.

In order to register a legal entity, it is necessary to pay a fee in the amount of 4 thousand rubles. The date of submission of documents is the date when the Federal Tax Service received a package of papers for registration. As soon as the documents are accepted, information about them is entered into the registration book.

The applicant must be issued a receipt of receipt of documents. If he submitted documents not personally, but by mail, then a receipt is sent to his address on the next business day after receipt of documents.

Registration is carried out within 5 working days, during which the tax authority checks the accuracy of the data provided for registration. After the registration of the newly created organization, a certificate is issued confirming the fact of its registration.

After registration with the Federal Tax Service, the tax office submits documents for registration to extra-budgetary funds, which are registered as soon as possible new organization at home. The moment of registration is the date when the enterprise is registered with the tax authority.

Sometimes registration is denied, and there is a few reasons:

  • providing an incomplete package of documents;
  • making mistakes in registration;
  • the rules on the name of the organization are violated (the Civil Code of the Russian Federation contains certain requirements for the names of companies);
  • lack of date on documents (in particular, on the charter);
  • non-payment of state duty for registration;
  • indication of false data or their forgery.

After the registration process is completed, the company, regardless of the form of ownership, is obliged to open a bank account and make a seal.

Speech by Anton Sitnikov about LLC, OJSC and CJSC in the program "Stroeva.delo".

Why OJSC and CJSC were abolished

The discussion of amendments to the Civil Code of the Russian Federation regarding the abolition of OJSC and CJSC began in 2012. So, from September 1, 2014, such forms of organizations ceased to exist.

In addition, the change also affected ALCs (companies with additional liability). Now, instead of OJSC and CJSC, there are public and non-public companies. Let's figure out what is the difference between them.

Public Joint Stock Company is an organization whose shares must be placed on the securities market. Thus, anyone can buy shares. Moreover, the organization must necessarily indicate in the charter and other constituent documents that it is public.

Organizations registered as CJSC or OJSC before September 1, 2014 had to make changes regarding their publicity or non-publicity as soon as possible after the adoption of the amendments.

Non-public joint stock company is an organization that does not place its shares on the securities market. So, only a person from a limited number of persons can purchase shares.

On September 1, 2014, the ALC was also abolished, now it is a priori considered a non-public joint-stock company without the right to place shares on the securities market.

Changes applicable to such organizations, increase the powers of the state to control them. Thus, each joint-stock company, regardless of its publicity, must undergo an annual audit of its activities, which was previously carried out only for open joint-stock companies.

If it is not important for entrepreneurs to place their shares on the market, then a non-public joint-stock company is more attractive to them in order to reduce reorganization costs and avoid new obligations regarding shares.

Learn more about the conversion in this video.