Everything about a public joint stock company. Public and non-public joint-stock companies. Dependent Joint Stock Company

Subject economic relations organized on the basis of a voluntary agreement of several persons or organizations.

The capital of JSC is formed by issuing and selling issued shares. The founding purpose of the corporation is to maintain economic activity, which is aimed at obtaining maximum profit in the interests of shareholders.

A joint-stock company is a legal entity whose capital is made up of contributions from shareholders and founders. Shareholders are not liable for the obligations of the joint-stock company, due to which their possible losses are limited only by the value of previously acquired securities.

The founders of the corporation are responsible for the performance of the company in the amount of the share contribution made to the statutory fund. The main governing body is the general meeting of shareholders. Organizational structure AO is complex, but membership, regardless of share, is reliable.

The share is a financial document that confirms the share of the shareholder in the authorized capital of the company and gives him the right to:

• receiving part of the profit (dividend);
• participation in the management of the enterprise;
• receiving a property share if the organization is declared bankrupt or liquidated.

Joint-stock companies are represented by two main types.

• Open Joint Stock Companies (OJSC).
• Closed Joint Stock Companies (CJSC).

Such structures can function in any field of activity: industrial, commercial, intermediary, banking, insurance, etc.

Types of shares in JSC

According to the form of appropriation of income, shares of joint-stock companies can be divided into two types:

• simple;
• privileged.

In the first case, the holders of securities have:

• the right to vote during general shareholder meetings (one vote = one share. The more securities a shareholder owns, the more weighty his vote during meetings);
• the right to receive dividends (part of the profit) in the amount equivalent, the amount of which depends on the result of the corporation's work and is no longer guaranteed by anything.

Joint-stock companies can independently manage their capital due to the fact that shareholders do not have the right to demand that the company return the amount paid Money. If the company does not pay dividends or instead of cash, the owners of the securities receive new shares, the shareholders cannot recover the money in court or declare the company bankrupt. Each of the shareholders is a co-owner of the JSC's capital. Each of them voluntarily assumed responsibility for the possible risks associated with the losses of the enterprise or its bankruptcy. By decision of the meeting of shareholders, the corporation has the right to distribute only part of the profit, leaving the undistributed share at its disposal.

The holders of preference shares cannot participate in voting during the holding of shareholder meetings, but given type securities gives them the right to receive a guaranteed income, regardless of what results the company has achieved as a result of its work. In the event of the bankruptcy of the company, the holders of preferred shares receive the right of priority payment of the par value of the securities.

Joint-stock companies maintain an accounting book (register) in which data on holders of registered shares are recorded without fail. Registration is required not only for the first receipt, but also for the subsequent resale of securities. This allows you to create a kind of insurance against the purchase of a controlling stake (more than 51% of all issued shares), by people whose financial investments are of dubious origin. Bearer shares are allowed for free circulation on the stock market.

When creating a joint-stock company, the founders conclude an agreement, which specifies:

• order joint activities founders;
• the size authorized capital;
• number of issued securities.

The founding document is the charter of the company, approved by the founders.

The general shareholder meeting is held annually based on the results of the company's activities for the reporting period. JSC has two executive bodies: sole director ( CEO) elected by voting during the shareholders' meeting; collegiate - board of shareholders.

On September 1, 2014, some changes in 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 possession of certain characteristics by organizations. 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 usual abbreviations, 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 enterprises whose shares have a public circulation in accordance with the legislative acts on securities. This may be access to stock exchanges, emission 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 more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares in 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 openness and transparency of data related to the owners of securities issued by PJSC. They also have a number of 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 participants are strictly defined, information about these persons is recorded at the time of the organization's creation. The innovation allows you 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 in relation to the owners of securities, which are borne by a non-public joint-stock company. Responsibility to contributors 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 the statutory documents. Speaking more plain language, participants are initially warned of 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 the consequence of a peculiar model of management with equity participation to delegate responsibility.

Terminology changes in accordance with legislation

As mentioned above, all enterprises referred to as JSCs are now called public joint stock companies. The changes also apply to other organizational and legal forms. CJSC is a non-public joint-stock company. The latter will also include some LLCs, but subject to the availability of the necessary features.

In addition, all firms established before the legislation was updated do not have to undergo any re-registration procedures. This rule only applies if there is no need to make any adjustments to the registration data. For example, the relocation of companies to another office or a change in the type of activity may be the basis for a change in legal form. It should be noted that it may be necessary to change the articles of association in accordance with the new legislation, if necessary. 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

Both in the case of a public and in the case of a non-public company, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of getting a fine and bringing additional checks on your company. This rule was introduced in October 2013. The choice of a registrar company that will maintain the register of shareholders is a very responsible decision. Before accepting it, you should make sure that the company you entrust this task, fairly conscientious, has good experience has been in this field 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 such companies. The more serious these firms, the better for you. The decisions of all meetings must be included in the register by the company that takes responsibility for maintaining 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 specified in the charter of the organization. This is the amount invested by the participants to ensure the statutory activities of the company. The amount of these funds is 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 at least two-thirds of the participants vote for such a decision and subject to the laws provided for in specific cases. As funds, property can be contributed to the share capital both in the form of cash 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 a property right, they are evaluated using an independent examination.

Statutory document of the NAO

When creating a non-public JSC, 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 formed enterprise, etc. In case of problems and disputes, the Charter will be the supporting document in legal proceedings. Therefore, it must be written in such a way that it does not contain loopholes and flaws that can be used in court against the organization. When drawing up the Charter, it is recommended to study in detail all the 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 respects similar to a similar document of a non-public joint-stock company. Exception - it must state that the organization is open. For example, the procedure for issuing shares, their circulation, entering the stock exchanges is indicated, the dividend payment policy is prescribed. It may also prescribe the procedure for the circulation and issue of other securities, but it must 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 liability and obligations to shareholders, which, in fact, can be anyone. This means that the risk of claims from various physical and legal entities and representatives of the state in the case of PJSC is much higher. The development of documentation requires a responsible approach and the work of specialists.

Authorized capital of NAO

When forming the authorized capital, the supporting 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 whose nominal capital is divided into a certain number of securities. Members of the company cannot incur losses or liabilities in excess of the value of the securities they own.

In this case, when the authorized capital of a non-public joint-stock company is considered, securities cannot be placed openly. The share of promissory notes owned by the owner may be limited by statutory documents. The number of votes granted to one bearer of securities may also be indicated. In this case, the minimum authorized capital of a 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 PAO, the rules similar to the previous case apply. The key acts will be the latest editions 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. Just like 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 through the issuance of additional securities or through the purchase of own shares from large investors. The authorized capital must include at least 1000 minimum wages.

PAO members

In this case, the participants will be all the owners of the shares of the company. Any citizen of the Russian Federation who has reached the age of 18 can become a PJSC participant. Shareholders are not legally and financially responsible for the actions of the company, but only have certain rights. For example, they can take part in the general meeting and vote. The only possible losses for the owners of securities are associated with the value of shares or dividends.

NAO members

The procedure for membership in organizations of this type is different from PJSC. Only participants in 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 do not extend beyond this organization. Participants cannot be more than fifty people, otherwise NAO must be reorganized into a public joint stock company.

Reorganization from one form to another

The legislation provides for the possibility of changing one legal form to another. On the example of the transformation of NJSC into PJSC, the following obligations that arise before the organization can be distinguished:

• Increase in the authorized capital to the required minimum (1000 minimum wages).
• Development of documents confirming the change in the rights of shareholders.
• Issue of shares.
• Complete inventory.
• Involvement of 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 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: an agreement between the founders, if there is more than one person, then - documents on the types and types of shares, their value and quantity. After that, a charter is developed, which includes:

• The name of the organization in full and in the form of abbreviations, in the case of a public company, this should be reflected in the name.
• Legal address.
• Number and price of shares at par.
• Types of issued shares.
• The rights of shareholders owning one or another category of shares.
• The cost of the authorized capital.
• The procedure for holding various meetings, voting and decision-making.
• The powers and decision-making algorithm of the governing bodies - in accordance with applicable law.

Now you need to register the company in the local tax authority, in which one - depends on the city and region in which registration takes place. It is necessary to fill in and provide all the required documents, certify them with a notary and pay a fee. Registration will be done within 5 working days. Then you will have exactly 30 days to issue and register shares, and you will also need to choose a company to hold 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 may arise even during the registration of an individual entrepreneur, so you should not save on creating a future organization, in case of any difficulties it is recommended to contact competent specialists in tax, legal and financial sector. The right organizational and legal form is the first step on the way to successful business, and this choice should be made as deliberately as possible.

The sensational amendments to the Civil Code of the Russian Federation brought a lot of changes in the field entrepreneurial activity. One of the innovations is the emergence of non-public joint-stock companies. What are their features and how to correctly re-register the documentation in order to be able to operate as an organization of this type? Let's learn more about the concept, advantages and disadvantages of a non-public joint stock company, its governing bodies and features today.

Features and varieties of a non-public joint-stock company

This type of organization was introduced on September 1, 2014, and from that date closed joint-stock companies were abolished. In fact, the former replaced the latter.

From now on, all societies are divided into:

• Public JSCs- These are organizations with shares and securities placed in an open format or having a turnover on the market. In fact, these are renamed JSCs, the type of activity of which remains the same.
• JSC- have shares and securities, but without entering the market. The name "non-public" can only be referred to such organizations as unofficial. In the statutory and other official documents, such an organizational and legal form will be referred to as "Joint Stock Company".

The type of "JSC" now includes the former CJSC and OJSC, which do not have papers in circulation, as well as non-equity, that is, organizations that do not fit the wording "public".

All companies, according to the amendments, must be re-registered accordingly, change their name in the registration authorities.

This video will tell you about the difference between public and non-public joint-stock companies:

Characteristics of the subject

A joint stock company that is not related to has the following characteristics:

• The authorized capital of such a JSC is at least 10,000 rubles.
• It also takes into account maximum amount there should be no more than 50 shareholders of such a company - participants in the joint-stock company.
• As mentioned, the shares should not be placed on the market, they are owned in equal or different shares only by the shareholders of the JSC and can be redistributed strictly between them or their heirs.
• The founding documentation indicates the name "Joint Stock Company" without the addition "public".

The so-called "non-public" JSCs have more freedom of action and independence, . It is easier for them to manage their internal activities and they do not need to publish information about work and other information in open sources.

Currently, a number of amendments are expected regarding the activities of this type of organizations, since the previous ones left a lot of questions, and the laws on their functioning are still in old editions.

Control Features

The activities of a joint-stock company, as well as decisions made by the participants, members of the board and the sole manager, must be recorded and certified by a notary or a specialized registrar. The latter is also charged with the obligation to maintain a register of members of the joint-stock company.

Constituent documents

If you are renaming your organization, you should collect a number of constituent documents of a non-public joint-stock company in several stages:

1. Preparatory stage:
   • Fill out an application form P13001;
   • hold a meeting of shareholders and record in the minutes the decision to rename the organization into JSC;
   • prepare a new AO charter.
2. Constituent documents:
   • The type of organization name is changed (for example, CJSC should be changed to JSC);
   • the seal of the organization changes;
   • the bank card is corrected, adjustments are made to the details of the organization;
   • information letters are prepared, registered and sent to partners, contractors and suppliers about the renaming of the organization.

There is no need to pay state duty when renaming the type of organization.

Read about the participants, founders, their responsibility and the charter of a non-public joint stock company below.

The specialist in the video below tells how the registration of a non-public joint-stock company takes place:

Members and Founders

• Shares of JSC participants can be ordinary or preferred, the range of their rights directly depends on this. The influence and responsibilities of shareholders belonging to the same group are the same and, as a rule, are spelled out in the Articles of Association.
• The rights of participants in organizations that are non-public are still regulated by the previous rules and laws. It is possible to withdraw from a joint-stock company and demand its share of the authorized capital for shares only if the Charter allows it.
• Since the composition of the AO participants is not permanent, new participants may appear in it. But the acquisition of shares by "outsiders" is limited by a special condition - the pre-emptive right of purchase - under which shareholders may not allow a third party to join their JSC by buying shares, but decide to transfer them for acquisition to a member of the company.

About the authorized (authorized) capital of a non-public joint-stock company

Authorized capital

• The authorized capital in a joint-stock company is now not money, but their duly executed equivalent in securities. Members of the company issue shares, register them.
• It is allowed to increase the size of the authorized capital by additional issue of shares by the company's participants.
• At state registration it is not necessary to fully pay the amount of the authorized capital - this can be done gradually, but 3 months after the paperwork is completed, the participants must be paid at least 50% of its total amount.
• If the payment of the authorized capital will be made at the expense of some property, you must first fix its value with an independent appraiser.

Read about the charter and disclosure of information by a non-public joint-stock company below.

Charter of NAO

A number of changes affected the content of the Articles of Association of joint-stock companies, which are non-public. The articles of incorporation must include the following:

1. The name of the organization indicating that it is a JSC.
2. Algorithm and features of the preparation of litigation and audit by shareholders.
3. Place of registration of the organization.
4. The rights of founders and shareholders, as well as their obligations.
5. Distribution of powers.
6. Clause on the pre-emptive right to purchase shares.
7. Determination of the range of issues competent for the participants, cases and reasons for audits and extraordinary meetings of shareholders and the governing board.

When preparing the statutory documents for the registration of a JSC, carefully study the previous Charter, think about what points should be added to it and record the decision in the minutes at the meeting of the company's participants. Only then can you issue a new AO Articles of Association.

Even more useful information on the issue of non-public and public joint-stock companies is contained in this video:

Federal Law No. 99-FZ, adopted on May 5, 2014, amended the civil legislation in relation to the organizational and legal forms of legal entities. On September 1, 2014, the new provisions of Article 4 of the first part of the Civil Code of the Russian Federation came into force:

1. This form of legal entities, such as CJSC, is now abolished.
2. All business companies divided into public and non-public companies.

Which companies are classified as non-public?

According to the new rules, those joint-stock companies that place their shares among a strictly limited circle of people and do not put them into circulation on the stock market are recognized as non-public companies. A similar status is acquired by LLCs that do not meet the criteria.

The legislators believe that economic organizations in the form of CJSCs, in fact, are not joint-stock companies, since their shares are distributed among a closed list of participants and may even be in the hands of a single shareholder. Thus, these societies practically do not differ from societies with limited liability and can be transformed into an LLC or a production cooperative.

Reorganization of a closed joint-stock company into a limited liability company is not obligatory. CJSC has the right to keep shareholding form and acquire the status of non-public in the event that it has no signs of publicity.

Amendments to civil law practically do not affect LLCs. According to the new classification, these legal entities are recognized as non-public automatically. They are not subject to any re-registration obligations in connection with the new status.

Non-public joint-stock companies

A non-public joint-stock company is a legal entity that meets the following criteria:

• the minimum amount of the authorized capital is 10,000 rubles;
• the number of shareholders is not more than 50;
• the name of the organization does not indicate that it is public;
• the company's shares are not placed on the stock exchange and are not offered for purchase by open subscription.

The name and constituent documents of joint-stock companies must be brought into line with the current version of the Civil Code of the Russian Federation, in particular, the word “closed” should be excluded from the corporate name of a CJSC. You can fix changes in the title documentation later, when making planned amendments to it.

Recognition of a JSC as non-public provides it with much greater freedom in managing its activities compared to a public company. Thus, the former CJSC is not obliged to publish information about its work in open sources. By decision of the shareholders, the management of the organization may be completely transferred to the hands of the board of directors or the sole executive body of the company. The meeting of shareholders has the right to independently determine the nominal value of shares, their number and type, to grant additional rights to individual participants. JSC securities are bought and sold in a simple transaction.

All decisions of the JSC must be certified by a notary or a registrar. The maintenance of the register of shareholders of a non-public joint-stock company is transferred to a specialized registrar.

LLCs as non-public companies

The activity of business entities in the form of LLC is regulated by Art. 96-104 of the Civil Code of the Russian Federation:

• the minimum amount of the authorized capital is 10,000 rubles;
• composition of participants - a maximum of 50;
• the list of participants is maintained by the company itself, all changes are registered in the Unified State Register of Legal Entities;
• the powers of the participants by default are set according to their shares in the authorized capital, but can be changed if the non-public company has a corporate agreement or after making the relevant provisions in the company's charter with fixing amendments to the Unified State Register of Legal Entities;
• the transaction for the alienation of shares is notarized, the fact of the transfer of rights is entered into the Unified State Register of Legal Entities.

Unlike documentation public companies, the information contained in the corporate agreement of a non-public limited liability company is confidential and is not disclosed to third parties.

With the entry into force of amendments to the Civil Code of the Russian Federation, the registration of decisions of the participants in the company must be carried out in the presence of a notary. However, there are other possibilities that do not contradict the law, namely:

• amendments to the articles of association defining a different way of confirming the decisions of the meeting of participants in the LLC;
• mandatory certification of the protocols of the company with the signatures of all participants;
• application technical means, fixing the fact of acceptance of the document.

Along with CJSC, the form of legal entities ALC (additional liability company) is also excluded from civil law circulation. According to the new rules, such organizations must re-register as non-public LLCs.

It is possible that in the near future we should expect further changes in the legislative norms regarding legal entities, since the laws on joint-stock companies, on the securities market and limited liability companies that regulate the activities of JSCs and LLCs still exist in the old editions (without division into public and non-public companies).