Federal Law No. 99-FZ of May 5, 2014 (hereinafter referred to as the Law), which comes into force on September 1 of this year, introduces significant amendments to the procedure for the creation, activities and liquidation of legal entities. We looked at how the articles of the code containing general provisions on organizations will change. This material will be devoted to those amendments that affect specific organizational and legal forms of legal entities.

Closed list of non-profit organizations

The current edition of the Civil Code of the Russian Federation establishes that legal entities that are non-profit organizations can be created in such forms as a consumer cooperative, public or religious organizations (associations), institutions, charitable and other foundations, as well as in other forms provided by law (). In accordance with the Law, this list becomes closed and includes 11 organizational and legal forms of non-profit organizations ():

1

Consumer cooperatives. They can be formed, in particular, in the form of housing, housing-construction, garage, dacha consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, etc.

2

Public organizations. It is emphasized that political parties, trade unions, and social movements belong specifically to this form of non-profit organizations.

3

Associations (unions). These include, in particular, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, commercial and industrial, notary and bar chambers.

4

Property owners' associations, including homeowners' associations.

5

Cossack societies included in the state register of Cossack societies in the Russian Federation.

6

Communities of indigenous peoples of Russia.

7

Foundations (public, charitable, etc.).

8

Institutions. These include state, municipal and private (including public) institutions.

9

Autonomous non-profit organizations.

10

Religious organizations.

11

Public law companies.

The Law establishes the definitions of all these forms of organizations, establishes the procedure for their establishment and management, and outlines the rights and obligations of their participants. Let us note that consumer cooperatives, public organizations, associations, partnerships of real estate owners, Cossack societies and communities of indigenous peoples of the Russian Federation are classified as corporate, and all others are classified as unitary non-profit organizations.

To engage in income-generating activities, non-profit organizations will need provide for such a possibility in their charters. According to the current edition of the Civil Code of the Russian Federation, in order to carry out entrepreneurial activities, only one condition must be met - this activity must serve the achievement of the goals for which they were created and correspond to them. This condition remains.

Business partnerships and societies

The law does not change the organizational and legal forms of business partnerships - they can still be created in the form of a general partnership or limited partnership. But there will be fewer forms of business entities from September 1 - by Law such form as additional liability company is excluded(will no longer be valid from September 1). Thus, it remains possible to create only limited liability companies (LLC) and joint stock companies (JSC). Experts in the field of civil law note that this is a very correct change, since in practice ODL have not become widespread.

A number of changes concern the authorized capital of business companies. Thus, the Law stipulates that the founders of the company are obliged pay at least three quarters of the authorized capital before state registration of the company, and the rest - during the first year of its activity (). However, laws regulating the activities of a particular type of company may establish a different procedure. The same laws, as before, determine the minimum size of the authorized capital of companies. Moreover, in cases where state registration of a business company is allowed without such advance payment, the company's participants will bear subsidiary liability for its obligations that arise before the full payment of the authorized capital.

Another change concerns the procedure for making non-monetary contributions to the authorized capital. For their monetary valuation of the company (regardless of the value of the participants’ shares in the authorized capital) will be required to involve independent appraisers. Moreover, if the appraiser makes a mistake in the calculations and overestimates the valuation of the property, he, together with the participants whose shares he assessed, will bear subsidiary liability for the obligations of the company within the amount by which the valuation of the property contributed to the authorized capital is overestimated, for a period of five years from the date of state registration of the company. It is worth noting that the provision on such liability will not apply to property appraisers and participants in privatized state unitary enterprises and municipal unitary enterprises. Currently, an independent appraiser must be involved to determine the market value of property when paying for shares of a joint-stock company in non-cash (clause 3, article 34 of the Federal Law of December 26, 1995 No. 208-FZ ""). Limited liability companies are required to do this only if the nominal value of the participant’s share in the authorized capital paid in kind is more than 20 thousand rubles. (clause 2 of article 15 of the Federal Law of February 8, 1998 No. 14-FZ "").

Participants in business societies, according to the Law, will be able to establish a certain procedure for exercising their membership rights in a special document - corporate agreement(The Civil Code of the Russian Federation is supplemented by the corresponding Article 67.2). In it they will be able to indicate that these rights must be exercised in a certain way, for example: how to vote at a general meeting of participants, at what price to acquire or alienate shares in the authorized capital (shares), etc. (). However, not all participants in the company can enter into such an agreement. In this case, it naturally does not create obligations for persons who are not parties to it.

In addition, the Law establishes the need to confirm the fact that the general meeting of participants of a business company made a decision and the composition of the company participants present. Thus, in relation to a public joint stock company, such confirmation will be carried out by the register of its shareholders, a non-public joint stock company - by notarization or also certification by the registrar of the register of shareholders, a limited liability company - by notarization ().

Joint stock companies

Important amendments also affected joint-stock companies. Law cancels their division into open and closed- they will be replaced by public and non-public companies (a new article will appear in the Civil Code of the Russian Federation - Article 66.3). Public will be a joint-stock company whose shares and securities convertible into them are publicly placed (by open subscription) or publicly traded under the conditions established by securities laws. In addition, the rules on public companies will apply to joint-stock companies whose charter and corporate name indicate that the company is public. JSCs that do not meet these conditions are non-public. LLCs () are also classified as non-public companies.

It should be noted that the Law regulates the activities of public joint-stock companies in more detail (specific provisions regarding them are enshrined in the new edition), since their activities affect the property interests of a large number of shareholders and other persons.

We emphasize that the Law cancels the possibility of restriction the number of shares owned by one shareholder of a public JSC, their total par value, as well as the maximum number of votes granted to one shareholder. Currently, such restrictions may be provided for by the charter of a joint-stock company (clause 3 of article 11 of the Federal Law of December 26, 1995 No. 208-FZ ""; hereinafter referred to as the Law on Joint-Stock Companies). At the same time, according to the Law, public joint-stock companies are prohibited from placing preferred shares whose par value is lower than the par value of ordinary shares ().

Another significant change concerns maintaining the register of shareholders and performing the functions of the counting commission - from September 1, this will be done exclusively independent organizations licensed by law, – (). However, this rule applies only to public joint-stock companies. Let us recall that in current practice, joint-stock companies either transfer the maintenance of the register to such a registrar, or are themselves its holders (). As for the counting commission, according to the current legislation it is created in a company in which the number of shareholders - owners of voting shares of the company - is more than 100, and its quantitative and personal composition is approved by the general meeting of shareholders. If the register of a joint-stock company is maintained by a registrar, he may also be entrusted with performing the functions of a counting commission. And in companies in which the number of shareholders - owners of voting shares is more than 500, the functions of the counting commission are performed exclusively by the registrar ().

In addition, the Law establishes the need to verify and confirm the accuracy of annual accounting (financial) statements mandatory external audit for absolutely all JSCs(currently it is carried out only in relation to organizations that are OJSC, and also for) and in some cases - for LLC ().

ATTENTION!


No mass re-registration of legal entities in connection with the adoption of the Law is not expected, since it does not establish its obligatory nature. The names of existing organizations and their constituent documents will need to be brought into compliance with the requirements of the Law the first time these documents are changed (). There are no specific deadlines within which this must be done. In addition, JSCs that meet the criteria of a public JSC will not even need to indicate in their corporate name that they are public.

Experts also note that these amendments to the Civil Code of the Russian Federation are aimed at harmonizing Russian civil legislation with the legislation of foreign countries, which will help in attracting foreign investors to Russian business.

What is a modern joint-stock company, what types of joint-stock companies exist today, how they work, what are their advantages and disadvantages, in what cases does it make sense to open a joint-stock company for your business - we answer these and other questions in our new publication.

Joint stock company: the essence of the organizational and legal form

JSC can be recognized as a widespread form in which entrepreneurs invest their business. At the same time, not every activity makes sense to be carried out with the help of a joint stock company. For example, it is better to register a car service center, a store, a workshop and even their network in another structure, maybe even simply register it as an individual entrepreneur.

What is the essence of such a form of legal entity as a joint-stock company, and who is more profitable to work like this? First, let's look at the laws. Thus, the Civil Code, which we will quote below, classifies joint stock companies as a special category of legal entities: specifically, business companies.

Business partnerships are corporations, that is, legal entities whose founders acquire the right of membership in the created organization. In this regard, JSCs are seriously different from other organizations. For example, the head of an institution does not have the right to a share of ownership in it. And the founder owns the property of the institution (or has the right of disposal), but is, as it were, outside this structure.

The property of legal entities of other types, other than JSC, often belongs to the owners in some physical form: in the form of real estate, equipment, transport, etc. Moreover, such property may belong to one owner or several. It is different in the case of joint stock companies.

A joint stock company differs from other similar legal entities in that its capital is formed, essentially, by contribution. Moreover, the participants do not each have their own property: one, say, premises, another – machines, the third – transport. Property is expressed not in any physical objects, but in numbers, in shares of monetary capital contributed by one or another participant.

As a result, the form of a joint stock company acquires high stability (which we will discuss in more detail in the section on the advantages and disadvantages of joint stock companies). In such a structure, it is impossible for one of the important co-owners to decide to “leave the game” and take away an important part of the property from the business. For example, key equipment of the technological cycle. A co-owner in a joint-stock company, deciding to leave the business, simply sells his shares at market value. Or, in the case of a non-public joint-stock company, the shares are bought by the remaining partners in the business (a simple direct transaction is drawn up). Shares cannot be taken and thrown away; they are a “fireproof” financial instrument and can only either depreciate on the stock exchange or “disappear” during the liquidation of the joint-stock company.

Joint-stock companies are created exclusively for commercial purposes: all activities are carried out for the sake of one thing - profit. Charitable, social, and cultural goals are implemented in other legal entities. In the social sphere, for example, non-profit organizations are created.

The JSC form is used where truly large investments in a business are needed. On the basis of share capital, for example, banking structures, the mining industry, large transport companies (railroads, air carriers, etc.) operate. As a rule, the scale of such companies is very large; they extend their influence at the regional and even federal level. Basically, it is precisely this hugeness that is the reason for the creation of a joint stock company, because capital investments are really needed.

Types of joint stock companies

When creating a joint stock company, it is necessary to carefully study all legislative acts regarding the work and reporting of such legal entities. Recently, many changes have occurred, mainly related to the relevant articles of the Civil Code. Please note that, starting from 2014, forms such as open joint stock company and closed joint stock company are no longer used. Societies began to be called public and non-public. Lawyers note that the current PJSC and NJSC are not entirely similar to OJSC and CJSC; more on this in our article.

So, the most important feature of a PJSC, that is, a public joint stock company, is that it can put its securities up for free trading, and the number of owners, shareholders, is not limited. There could be dozens, hundreds, or thousands of co-owners.

Ownership shares, when it is decided to operate in the form of a non-profit joint stock company, are distributed among a limited number of owners and are not released for free circulation on the market. If a non-public joint-stock company somehow begins to sell shares and offers them to an unspecified circle of people, it turns into a public joint-stock company and, from the point of view of the law and regulatory authorities, is obliged to report in detail on its work.

Detailed characteristics of joint stock companies

Both types of joint stock companies discussed in the article have quite sharp differences, not only in terms of free trading of shares. The matter concerns management and other nuances.

For a PJSC, it is mandatory to indicate in the charter, in the name of the word “public”, while for a non-profit joint-stock company only the organizational and legal form is indicated.

To open a NAO, it is enough to have 10,000 rubles in reserve, while a public company requires a capital of 100,000 rubles or more.

As for the board of directors, a public company must have one, but a non-profit joint-stock company has the right not to create a board if there are fewer than 50 shareholders. This rule makes managing small joint-stock companies much easier.

Public joint stock companies: features

Since a PJSC can trade shares, the requirements for them are higher in terms of reporting and management. The fact is that people from a wide range of citizens are involved in the activities of PJSC, and the company is sometimes responsible to thousands of shareholders.

The PJSC is managed on the basis of an approved charter, with the highest management body being the meeting of shareholders. It is held annually by decision of the board of directors; the initiative may also belong to the control and audit commission.

If the number of shareholders is large enough, it is physically impossible to gather hundreds of co-owners in one place and at one time. Then they do it in two ways. Either absentee voting is carried out (for example, by mail) by filling out a pre-prepared ballot, or the number of shareholders entitled to vote in the general meeting is limited.

The General Meeting makes the most important, strategic decisions concerning the existence and development of the organization. The rest of the time, the joint-stock company is, as a rule, managed by the board of directors as the highest executive body of the joint-stock company.

If a JSC operates as a public company, detailed reporting on many parameters must be published every year. It is also important that anyone can look into such reporting: documents are posted in the media, and always on the JSC website.

Meeting of shareholders

The supreme management body of a joint-stock company, as already mentioned, is the meeting of shareholders. The meeting is held every year, it decides how to evaluate the results of work, who to elect to the board of directors, how much dividends to pay (and whether to pay).

There is also such a form of management as an extraordinary meeting of shareholders. It is convened when important issues arise regarding the activities of the joint-stock company; the holding of extraordinary meetings is regulated by law (Law “On Joint-Stock Companies”).

Non-public joint stock companies

The main characteristic of the NAO is its “closedness” from the external market. The shares are kept within a strictly limited circle of participants; people are not allowed here simply for money. The form is less common than a PJSC; it is chosen when they want to report less to authorities and have greater freedom in all management issues.

If one of the shareholders wants to get rid of their share by selling it, NJSC shareholders have a preemptive right to purchase these shares, thus maintaining the principle of “non-publicity” of the JSC.

Unlike public ones, non-public joint-stock companies are not obliged to publish information about their activities and their results to such a wide extent, but report only to a certain circle of people. Thus, the NAO has greater freedom in management; moreover, the number of shareholders is quite limited, and large-scale absentee voting is not required. At the same time, NAO loses the opportunity to raise capital through the open sale of shares. Which form is more appropriate to choose is decided purely individually, based on specific conditions.

In the case of a PJSC, by decision of the shareholders, the management of the enterprise can be delegated to the hands of the board of directors or a sole director.

Non-public companies, in addition to closed joint-stock companies, also include LLCs (limited liability companies) if their activities do not have any signs of a public nature.

Charter of a joint stock company

The charter is the main, but far from the only document on the basis of which a joint stock company is registered. The charter, in addition to information and full name, legal address, nature of the JSC’s activities, must contain information on the size of the authorized capital, management bodies, shares of the company, etc.

A carefully prepared charter is the cornerstone of further successful activities. The text should not contain provisions that can be interpreted ambiguously, since the charter is the most important document in disputes and strategic decision-making.

Corporate agreement of a joint stock company

In addition to the charter, today a corporate agreement may be used in the activities of a JSC. It is an agreement in which participants commit themselves to act in a certain way. For example, vote the same way.

It can be seen that the corporate agreement is also an innovation from 2014. The terms of a corporate agreement apply only to those persons who entered into it and do not create any obligations for parties who are not parties to the agreement.

Responsibility of members of a joint stock company

Participants in a joint stock company are not liable for its obligations and may suffer losses only in the amount of the value of the acquired shares. This is the fundamental difference between the owner of a share in a joint-stock company and an individual entrepreneur. The latter, according to the law, is liable for his obligations with all the property belonging to him.

Joint stock company: advantages and disadvantages

A joint stock company is a “two-faced Janus” that exists both as an organization and as a collection of all shares issued by the company. It is the joint stock form that makes it possible to practically unlimitedly increase and combine capital; the main thing is the attractiveness of the joint-stock company for shareholders. And, of course, commercial success.

There is no risk for shareholders other than the risk of losing their investment in the shares. In the event of bankruptcy of a JSC, the owner of a block of shares is liable with his property for the obligations of the organization. At the same time, the shareholder is free to choose the amount he is willing to risk by purchasing this or that number of shares.

A joint-stock company is considered a very stable structure from the point of view of capital: in the event of the sale of blocks of shares of any volume, the departure of any number of shareholders, the company does not disintegrate, but continues to function in the market.

Stability is complemented by the fact that at the helm of a joint-stock company, as a rule, there are professional managers specially hired to manage the business. Each individual shareholder cannot influence the adoption of operational decisions, but only indirectly vote at the annual meeting on strategic issues.

Shares of successful companies have the property of high liquidity. Therefore, the owner can realize his market share at almost any time, returning the capital invested in the joint-stock company. In this case, the property has an “impersonal” character, expressed in a certain price. Unlike owning buildings or means of production, you do not need to spend a long time looking for buyers, discussing the terms of transactions, drawing up a lot of documents, etc.

Shares are a very interesting financial instrument that can generate income in several ways. Firstly, there are dividends. Secondly, the rise in stock prices. Thirdly, there are methods of making a profit when shares are lent to someone, etc.

It is important that the form of a joint stock company is the most prestigious in the eyes of the public and indicates the serious nature of the business, its scale and responsibility.

The shareholders of large companies often include the state, and this not only ensures an influx of large shares of capital, but also high prestige, which works great for the image of the business.

In addition to advantages, joint-stock companies also have some disadvantages. The main one is, paradoxically, openness. The potential for unlimited capital growth turns into threats. This is the risk of a massive resale of shares, when the composition of the owners changes so much that there is a danger of losing control over the joint-stock company.

The need for open publication of detailed reports entails an information threat: published information can be used by competitors for market struggle. Of course, we are not talking about the form of a PJSC, but such companies cannot sell shares on the free market.

During the decision-making process, there may be misunderstandings between managers and shareholders. There may be cases when management tries to transfer maximum benefits from the business to its own benefit, to the detriment of the interests of shareholders.

A joint stock company is a complex structure, and therefore management and reporting here are also very complex and rather cumbersome. A non-professional is not able to understand all the management issues of such an organization; it requires the involvement of specialists, sometimes very expensive ones.

However, the positive aspects and opportunities of the joint-stock company still outweigh the risks. In addition, it is often impossible to build a business in a different organizational and legal form, especially when it comes to large-scale projects. When serious investments are needed in infrastructure, equipment, scientific and technological developments, a joint-stock company is the most correct choice among all other forms of business entities.

Hello! In this article we will talk about the activities of joint stock companies.

Today you will learn:

1. What types of joint stock companies are there?
2. Who is the shareholder;
3. To whom are entitled;
4. Who is at the head of the joint stock company;
5. What are the founders of the joint-stock company responsible for?

Which company is a joint stock company?

To make more profit, some individuals pool their capital and create a commercial organization. There are plenty of varieties of such associations today, and each of them has its own characteristics.

Among the largest companies, the most common form of joint activity is considered to be a joint stock company.

Several people pool their capital, submit the appropriate documents to the tax authority and begin their activities. However, registration as an issuer in the register of the Central Bank of the Russian Federation is considered an important condition for the functioning of a joint-stock company (JSC).

Types of joint stock companies

In 2014, there were some changes related to the names of joint stock companies.

Until this time, there were two main types of joint stock companies:

• Closed joint stock company;
• Public corporation.

The first type involved the sale of shares only to a limited number of persons. An open joint-stock company sells its securities to anyone. Amendments to the legislation renamed an open society to a public one, and a closed society to a non-public one. The essence remains the same, only the organizational and legal form has changed.

The name must be changed at the tax authority that originally registered the JSC. All joint stock companies registered since 2014 have new letter designations.

If desired, any person can become a shareholder of a PJSC by purchasing a certain number of free shares. If the founder of a JSC is the state (state joint stock company), then it can only be public.

Public companies have an obligation to disclose their economic activities in the form of annual reports. This information can be found on the Internet on the PJSC website. They are updated once every 12 months.

The characteristics of a public company also include the fact that it should be clear from the charter and corporate name of the PJSC that the company is public.

A distinctive feature of a public joint-stock company is that it can have an unlimited number of shareholders. Moreover, shareholders have the right to alienate securities without notifying other holders of PJSC securities.

To open a PJSC, the founder (or founders) must collect authorized capital in an amount of at least 100,000 rubles.

A portion of the issued shares is usually purchased by the company's founders, who have the right to propose their demands at shareholder meetings. The rest of the shares are placed by free subscription and are open to everyone.

One of the advantages of a public company is that there is no need to form an authorized capital before the official registration of the PJSC.

Non-public joint stock company

Unlike a PJSC, a non-public joint-stock company (NAO) issues shares only for “its own”. The priority right to purchase securities of this company belongs to its founders.

The sale of shares to third parties is carried out only after agreement with all founders. All shares issued by NAO are not listed on the stock exchange, and therefore it is not possible to find them in the public domain.

The purchase and sale of shares in a non-public company is carried out by concluding a simple transaction. In this case, the register of shareholders is maintained by an independent registrar specially hired for this purpose. Its activities are confirmed by an appropriate license.

If the founders of a NAO neglect the services of such a registrar, they will face a fine of up to 1,000,000 rubles.

To carry out (that is, the number of shares), it is not necessary to have the transaction certified by a notary. Data about the new owner is transferred to the registrar, which reflects it in the register.

NAO has no obligation to post financial reports publicly. and other internal documents are available only to members of the company.

To register a non-profit joint-stock company, it is necessary to collect an authorized capital of at least 10,000 rubles.

There can be no more than 50 participants in a NAO. If this figure becomes higher, then the company becomes public, which is the reason for the complex re-registration procedure.

The documents of a non-public joint stock company should not contain any indication of its publicity.

Who can become a shareholder

The activities of any joint stock company are based on the issue of shares. Those who purchase them automatically become shareholders. It doesn’t matter how many shares you purchased: having even one of them, you can call yourself a shareholder.

It is possible to purchase JSC securities from an individual or another company. Based on the number of shares a shareholder has, he has a certain degree of influence on society.

If more than 50% of all available shares are concentrated in the hands of one shareholder, he has a controlling stake in securities, which means he has the right to make decisions regarding the activities of the company.

Any owner of a small number of shares (less than 20%) can only count on dividends and income that can be received from the difference between the purchase and sale rates of securities.

There are owners of preferred shares and ordinary shares. The first type of securities gives the advantage of the primary right to pay dividends, but does not provide the opportunity to participate in the management of the joint-stock company. An ordinary share does not provide an opportunity to be one of the first to receive income, but it allows you to decide the affairs of the company.

A joint-stock company can change the number of shareholders by splitting one share into several others. It is also possible to reduce or increase the par value of one share in the interests of the joint-stock company.

What are dividends and who benefits from them?

If you own shares of a joint stock company, you can count on receiving dividends on them.

Dividends are part of the profit that the company shares with shareholders.

However, it is worth understanding that their distribution is not a mandatory feature of the company. If it has not made a profit, then no dividends will be paid.

Dividends may be paid one or more times a year. Those paid before the end of the reporting period are usually called preliminary or interim. The final income to shareholders on securities paid at the end of the year refers to the final dividends.

Most often, dividends are paid in cash equivalent. However, it is also possible to pay interest on the company's income in the form of shares. In this case, the shareholder becomes the owner of more securities.

The dividend is considered income to the shareholder, on which tax is payable. According to Russian law, residents contribute 13% of the profits received. Moreover, it is paid only if the shares are sold by you.

If they are in your property and have significantly increased in ownership, you, as a taxpayer, do not bear any obligations to the state.

Who runs the joint stock company

The most important body in the management of a joint stock company is the meeting of founders. Most of the company's tasks are within his competence.

The main functions of the meeting of founders:

• Addition, change of the Charter;
• Reducing or increasing the size of the authorized capital;
• Selection of participants to the supervisory board;
• Formation of a commission of auditors;
• Early termination of activities of lower bodies;
• Liquidation of JSC;
• Reorganization of the JSC structure;
• Approval of new financial reporting indicators.

The meeting of shareholders is held on an annual basis following the results of the reporting period. It is also possible to hold additional meetings at the request of third parties: the board of directors, auditors or a shareholder with a 10% stake.

The management bodies of the joint-stock company also include the supervisory board. Its necessity is enshrined at the legislative level if the number of shareholders exceeds 50.

Thus, the presence of this council is mandatory only for a public company. It resolves issues that were not resolved at the meeting of founders.

The organization of the JSC management system includes an executive body, which is subordinate to the general meeting and the supervisory board. It consists of a board, directorate or a separate individual in the role of general director.

The founders at the general meeting have the right to transfer the powers of the executive body to a separate legal entity or private manager. The competence of the executive body includes a set of tasks necessary to solve the current affairs of the joint-stock company.

Responsibility of the JSC and its shareholders

When a JSC is formed, each founder makes his contribution to the authorized capital. Any investor bears subsidiary liability within the limits of his share.

At the same time, the company itself has obligations only within the framework of its property. A joint-stock company is not responsible for its shareholders, just as shareholders are not responsible for the company’s debts.

The shareholder bears only the risk of loss of funds within the value of one share. If a joint stock company falls on unfavorable times, the price of one share may decrease significantly, which will be reflected in the shareholder’s account.

If it is proven that the bankruptcy of the joint-stock company was due to the fault of the shareholders, and the joint-stock company does not have the funds to pay off the debt, then subsidiary liability may be imposed on the owners of the shares.

If the owner of a share has not paid the entire cost of the securities he owns, then he may also be held jointly and severally liable. Its effect extends to those shares that have not yet been paid.

Among the wide variety of organizational and legal forms of business entities, the most popular is the joint stock company (JSC). From the name it is clear that this type of legal entity is directly related to shares and shareholders. What is a joint-stock company, what are its features and what types exist today - all these questions concern novice businessmen. Moreover, relatively recently, changes were made to the Civil Code of the Russian Federation regarding the usual organizational and legal forms of joint stock companies.

What is a joint stock company?

Creating a commercial enterprise (the purpose of which is to make a profit) requires certain investments, and often it is not possible for one person to raise the entire amount. In this case, he teams up with other people in order to jointly create a single company. The main question that we have to face is how to determine the contribution of participants, as well as to divide profits and responsibilities (losses) between them? This problem is easily solved with the help of a share - a security that reflects the shareholder’s contribution to the creation of the company and determines the part of the profit (dividend) that he can receive depending on the size of his invested share. An enterprise organized in this way is precisely a joint-stock company.

The promotions serve the following purposes:

• allow you to receive investments to create joint-stock enterprises;
• clearly reflect the contribution of each participant and the share of profit that he is entitled to;
• determine the risk - the holder of the security in the event of the bankruptcy of the company does not lose anything except the share itself;
• give the right to manage the company - the right to vote at the meeting of shareholders.

Advantages and disadvantages

Joint-stock companies have many supporters and critics. This form of organization does not lose its relevance, and with each new year the participants open an increasing number of joint-stock companies. Of course, a joint stock company implies more complex and expensive management and everyday work, but at the same time it opens up many opportunities for its members that are not available to other business entities.

This form of organizing business activity allows one to attract investments from many participants into one company, even those who, for one reason or another, cannot engage in business themselves. In addition, limiting liability to the amount of invested funds allows you to invest in promising but at the same time high-risk projects. There are also many other advantages that make the joint stock form of ownership convenient and applicable where it is necessary and possible to reduce the scope of liability. This circumstance is especially significant in conditions of economic instability, when an unpredictable situation in production can cause massive losses and debts, which may not be covered by all the property.

In addition to the convenience of raising funds and limiting liability, other advantages can be highlighted:

• Indefinite period of existence and preservation of the original form of the company and its data, regardless of the composition of participants (the period of validity of individual entrepreneurs and LLCs is limited by the life of their founders).
• Professional management. As a rule, it is dealt with by professional managers, and not by each participant individually, which gives greater confidence in the wise investment of funds.
• Protection of personal property from claims of credit institutions.
• The ability to leave the company at any time by selling your securities to other shareholders.
• Kudos. JSCs today are recognized as respected structures, and their participants have significant economic and social significance.
• Availability of various ways to receive income - in the form of dividends, from the sale of shares, transfer of securities on debt, etc.
• Availability of capital. JSCs have the opportunity to raise additional funds by issuing shares or obtaining loans on favorable terms.

The first thing that scares away entrepreneurs is the organizational process, namely its complexity, duration and the presence of a large number of papers and conventions that accompany each amendment in the work of the company in question. The management body that makes important decisions at the enterprise is the meeting of shareholders, but at the same time, responsibilities related to management and leadership are delegated to the executive body (general director, executive directorate or board), which often becomes the cause of serious conflicts between structures, since for some the main the task is the correct redistribution of income for the further preservation of society, and for others - to extract maximum profit.

In addition, minority shareholders (shareholders of companies with a small number of shares) simply lose their leverage over management as the total number of shareholders grows. The inability to control the management can provoke a real management crisis.

There are also a number of other disadvantages:

• The need to undergo state registration. After this, the JSC must pay all necessary contributions to the tax office, pension fund, etc. Quarterly reports to the state are also the responsibility of joint stock companies.
• Openness of society. This means that the company must annually publish its reports, disclosing profits and losses, and inform about the redistribution of securities between shareholders. All this is additional information for competitors.
• The inability to exercise control over the resale of shares, which may lead to a change in control over the company.
• Double taxation. First, the profit of a joint-stock company is subject to the appropriate tax, and then - tax on income received in the form of dividends (paid by shareholders).

There is also a risk of financial abuse - the issuance of unsecured shares and the use of other cheating schemes. Therefore, it is very important to make a balanced decision, assessing real opportunities and prospects.

What is the difference between a joint stock company (CJSC) and a PJSC (OJSC)?

Literally three years ago, all joint stock companies were divided into two types: CJSC (closed) and OJSC (open). In September 2014, this terminology was abolished, and was replaced by a division into public and non-public companies. In short, the difference between these forms lies in the method of distribution of shares. If securities are placed on an exchange that provides open access to a wide range of people, then this is a public company; if not, then it is non-public.

Referring to the content of Article 66.3 of the Civil Code of the Russian Federation, we can highlight a number of differences between public and non-public JSC:

1. For PJSCs, for the most part, the rules that previously applied to JSCs apply; NJSCs are, as a rule, former CJSCs.
2. An OJSC differs from a JSC in the minimum amount of its authorized capital: for a PJSC – 100,000 rubles, for a JSC – 10,000 rubles.
3. The main feature of a public form is an open list of potential buyers of shares, while NJSC cannot offer securities at public auctions (by law, this step automatically makes them a PJSC even without amendments to the Charter).
4. The management procedure for PJSC is strictly established by law. For example, the rule remains to this day that the powers of the supervisory board or executive body cannot include issues that are subject to discussion at a meeting of shareholders. The NAO, on the contrary, has the right to delegate some of these issues to the board (directorate). In addition, a non-public JSC can, if desired, replace a collegial body with a sole one, as well as make other amendments to the competence of the executive body.
5. The status of shareholders and the decision of the general meeting in a public company must be confirmed by the holder of the register. Non-public companies have the following choice: they can enlist the same mechanism or resort to the services of a notary.
6. A non-profit joint stock company is allowed to include in the Charter or corporate agreement between shareholders the right to pre-emptive purchase of securities. This procedure is unacceptable for PJSC.
7. Agreements between company participants concluded in a PJSC are subject to disclosure. For non-public companies, disseminating information about the fact of concluding a corporate agreement is sufficient. Its content, unless otherwise provided by law, may be kept secret.
8. The number of participants in a joint stock company (holders of securities) of a non-public form of organization cannot exceed 50, while in a public company there are no restrictions regarding the list of shareholders.
9. Credit institutions treat closed joint stock companies with caution. A public company is easier to control, and therefore investors are more willing to cooperate.

Responsibility of participants

The JSC is liable for its obligations with all the property entrusted to it (real estate, funds in the cash register and on the current accounts of the enterprise, securities, etc.). It is not responsible for the obligations of its participants, just as shareholders are not responsible for the obligations of the company.

Important: Participants bear the risk of losses associated with the operation of the enterprise only within the framework of their personal contribution to the authorized capital of the joint-stock company. This is confirmed by the provisions of the law. In particular, clause 1 of Art. applies to JSCs. 96 of the Civil Code of the Russian Federation and clause 1 of Art. 2 of the Law on JSC.

The current legislation on business companies provides for several main types of shareholder liability:

• Joint and several liability of participants for the obligations of the enterprise in the event of non-payment of the cost of their shares or contribution to the authorized capital of a legal entity (according to paragraph 1 of Article 2 of the Law on JSC).
• Subsidiary (additional) liability of shareholders for the company's obligations in the event of insufficient company property to pay its creditors. If the insolvency of a company is caused by shareholders or persons who have the right to indicate or in any way determine the actions of the company, then the named participants, in the event of insufficient property of the legal entity, may be assigned additional liability for its obligations. However, the liability of participants occurs only when they use their rights or opportunities, knowing in advance that this will entail the insolvency of the company.

Joint stock company - examples

Non-profit joint-stock companies include Magnit, TransTeleCom, Monolitspetsstroy, while public joint-stock companies include Lukoil, Sberbank of Russia, MMC Norilsk Nickel, Orient Express Bank, Gazprom, etc. d.

Having studied the peculiarities of the functioning of a joint-stock company, we can conclude that this form of organization is attractive mainly for large enterprises with sufficient financial resources and the broadest production potential. As a rule, such companies (namely, powerful industrial and economic complexes) form the basis of the economy of any industrialized country.

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I would like to emphasize that today in the Russian Federation it is large enterprises in the form of joint-stock companies that make a significant contribution to the country’s gross domestic product, thereby gaining some leverage on state policy through lobbying their interests.

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The Civil Code of the Russian Federation in Article 96 (clause 1) defines a joint stock company as a company whose authorized capital is divided into a certain number of shares. Echoing the above, Article 2 of the Law provides us with a slightly clarified definition, according to which A joint-stock company is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company's participants (shareholders) in relation to the company. In essence, these definitions are completely identical, since the indication that a JSC is a commercial organization is directly contained in Art. 50 of the Civil Code of the Russian Federation, which once again indicates that the legislative framework for the activities of joint-stock companies is formed and developed quite clearly and there are no disagreements between acts in matters of basic concepts and categories.

The legal definition given in the Law allows us to highlight the main distinctive features of a joint stock company as an organizational and legal form of a legal entity, distinguishing it from other types of business companies.

Among these signs, the basic one is that the authorized capital of the company is divided into a certain number of shares. A joint stock company is essentially an association of capital; contributions are expressed in the acquisition of securities - shares that give the owner certain rights to participate in the company and the value of which exhausts the property obligations of the company's participants; Essentially, the value of a share determines the limits of the shareholder's entrepreneurial risk.

A share is an issue-grade security that secures the rights of its owner (shareholder) to receive part of the profit of the joint-stock company in the form of dividends, to participate in the management of the joint-stock company and to part of the property remaining after its liquidation. A share is a registered security. Each share is associated with a set of obligations of the company to the shareholder. These obligations of the company in practice are transformed into completely specific rights of the shareholder (shareholders), the observance of which he has the right to demand from the company represented by its management bodies.

The division of the authorized capital of a company into a certain number of shares, the owners of which are shareholders, does not mean that these shareholders are the owners of the corresponding parts of its property. According to clause 1 of Article 66 of the Civil Code of the Russian Federation, property created through the contributions of founders (participants), as well as produced and acquired by the company in the course of its activities, belongs to it as property. In turn, shareholders own shares as property rights - securities that do not have a proprietary nature, although they give them certain rights. This means that the shareholder does not have the right to demand that the company return its shares to the company and return the money paid for them or other compensation. A shareholder may donate or bequeath his shares in accordance with the procedure established by law. This limitation of a shareholder’s ability to withdraw from its membership is of very great importance for the company: the stability of the authorized capital is guaranteed - the financial basis of the company when there is a change of shareholders.

A joint stock company as a legal entity is characterized by the following features:

JSC is an association of capital. The basis for creating a company is the combination of assets belonging to the founders.

According to the order of formation of the property base, a joint-stock company is classified as a corporation, since the property of the participants is pooled for the purpose of subsequent business activities.

A joint stock company can be created and operate under any form of ownership: state, municipal, private, while the property of the company itself is certainly private. Of course, joint-stock companies also operate within a mixed form of ownership.

According to the organizational and legal form, as already mentioned, joint-stock companies are classified as business entities.

A joint stock company exercises all civil rights and bears the responsibilities necessary to carry out any type of activity not prohibited by federal law. Therefore, the legal capacity of a joint-stock company can be limited only by mandatory provisions of the law.

There are two types of joint stock companies: open (OJSC) and closed (CJSC). “Openness” or “closedness” does not determine the specificity of the organizational and legal form of an organization, but only classifies a particular company as a certain type of the same organizational and legal form - a joint stock company, which should be reflected in the charter and company name of the company. That is, the division by type is exclusively an internal division. Closed and open joint-stock companies have a number of characterizing features.

— Shareholders may alienate their shares without the consent of other shareholders. Establishment of the preemptive right of JSC or shareholders to acquire alienated shares is not allowed;

— The JSC has the right to conduct an open subscription for shares and their free sale;

— A JSC has the right to conduct a closed subscription if this possibility is not limited by the charter or legal acts of the Russian Federation;

— The number of shareholders is not limited.

— Shareholders and joint-stock companies have a preemptive right to purchase shares sold by another shareholder in the manner prescribed by the charter;

— Shares are distributed only among the founders or other predetermined circle of persons;

— The Company does not have the right to conduct an open subscription for shares or otherwise offer them for acquisition to an unlimited number of persons;

The number of shareholders is not more than 50. If the number of shareholders of a closed joint-stock company exceeds 50 people, it must be transformed into an open joint-stock company within a specified period.

A joint stock company whose founder is the Russian Federation, or a subject of the Russian Federation, or a municipal entity (except for those created in the process of privatization of state and municipal enterprises) can only be open.

Some researchers believe that the type of closed joint-stock company is not entirely justified for the creation and participation in economic turnover, and moreover, it contradicts the legal essence of a joint-stock company: having in normal circulation an open joint-stock company capable of attracting an indefinite circle of people into its ranks, due to the free circulation of shares , the need for a closed system is not clear, since the essence of a joint stock company is to attract investors, and not to distribute shares among a limited number of its shareholders.

Leaving outside the scope of a detailed consideration of the question of the feasibility of the existence of closed joint-stock companies in Russia, we only note that the design of closed joint-stock companies is widespread - such joint-stock companies arise not only on the basis of privatized state-owned enterprises (which is primary), but also in ordinary business practice, extracting all the advantages from it that it provides.

The choice of the type of JSC is determined by the purpose of creating a commercial organization: as V.V. Zalessky quite rightly outlined, the opportunity to have an unlimited number of founders and shareholders in a JSC creates conditions for mobilizing significant capital, ensuring the solution of major economic problems. Limiting the number of shareholders of a closed joint-stock company brings this form of business companies closer to limited liability companies and creates the advantage of visibility of the personal composition of the joint-stock company, and this can be important both for internal relations in the joint-stock company and for relations with external partners.

Changing the type of JSC is not its reorganization. A closed society can always be transformed into an open one; reverse transformation is possible only in a limited number of cases.

Krapivin O.M., Vlasov V.I. Commentary on the legislation on joint stock companies - GARANT System, 2003.

Business law of the Russian Federation / Responsible. ed. E.P. Gubin, P.G. Lakhno. - M.: Yurist, 2003.

Belov V.A., Pestereva E.V. Economic societies. M., 2002.- p.48.

Civil law of Russia. General part: Course of lectures (executive editor - O.N. Sadikov). - M. Yurist, 2001. - Chapter 7.

Economic (entrepreneurial) law

2. Legal concept of a joint stock company.

What is a joint stock company as a subject of business law? The legal or legal definition of a joint-stock company states: a joint-stock company is a commercial organization whose authorized capital is divided into a certain number of shares that satisfy the obligatory rights of the company's participants (shareholders) in relation to the company (Part 1, Article 2 of the Law “On Joint-Stock Companies”).

The doctrinal interpretation of the concept of a modern joint-stock company comes down to indicating its signs.

1. A joint stock company can only be a commercial organization. Therefore, the legal structure of a joint stock company is not applicable to non-profit organizations.

2. A joint stock company is a form of business entity. This is an economic society, but not a public organization. This needs to be said because there is special legislation on public organizations, movements, foundations and parties; it does not apply to joint stock companies.

3. A joint stock company is a business company whose authorized capital is divided into a certain number of equal shares, each of which is expressed in shares having an equal par value. Shares are an indispensable attribute of a joint stock company.

4. A joint stock company raises or “creates” capital by issuing and selling shares.

One may come across the argument that there is a special form of joint stock ownership. This judgment cannot be considered correct. A joint stock company can be based on any form of ownership, such as: private ownership, state ownership, cooperative ownership. Even in the last century, it was noted quite authoritatively that the joint-stock form does not change the nature of private property. It seems correct that a similar judgment is no less true in relation to monopoly state property. The joint-stock form of ownership in itself does not lead to denationalization, for example, in the case when, according to the privatization program of state and municipal enterprises, a controlling stake, and therefore the voting right, remains in one form or another with the state. The state, being a subject of law, often acts as a shareholder. According to the Ministry of State Property of the Russian Federation, the state exercises full control of no more than a quarter of joint-stock companies with a state share, and in the remaining companies it acts as a blocking or simple shareholder. (Economy and life. 1998. No. 9.)

It is interesting that this feature is reflected in the names of joint-stock companies, all shares of which belong to the state. For example, on the basis of the well-known All-Russian Exhibition Center (formerly VDNH of the USSR), the State Open Joint Stock Company "All-Russian" was created, as stated in Decree of the President of the Russian Federation of June 23, 1992 No. exhibition center (GAO All-Russian Exhibition Center). This name of the joint-stock company has been retained to this day (see: Ros. Gazeta. 2000. February 24).

5. The subject of joint-stock ownership is the joint-stock company itself as a legal entity. According to economists, a joint stock company is a subject of collective ownership. Here it should be said that the economic concept of collective property is defined quite simply: as the ownership of material goods (property) by a collective, an organized group of people, that is, a collective, rather than individual, form of appropriation. From a legal point of view, collective property as an economic category has various legal forms, namely: the right of common ownership and the right of ownership of individual legal entities. In view of this, it is important to establish what the legal status of the joint-stock company’s property is. The following statement is attractive (isn’t it?): “By purchasing shares of the Russian-Asian Bank, you become its co-owner” or: “The real way to become a co-owner of the financial company Fininvest is to buy shares of this company.” There are often reports in the press that share capital is the common shared property of shareholders, and that the latter should be recognized as co-owners of the property of the joint-stock company. However, this is not the case. The fact is that the ownership of joint stock property in its monetary and material terms belongs to the company itself as a legal entity. This right is characterized by the fact that the shareholder is not a share owner of the joint stock property. He has the right of ownership to the share (shares), but is not the owner of the property of the joint-stock company. As long as the joint stock company exists and it is not liquidated, the shareholder cannot demand the allocation of a share from the property of the joint stock company in kind or in money. He has the right only to sell his shares. Only by selling shares can a shareholder recover the value of the funds he invested in the joint-stock company.

The misconception about allegedly shared ownership in closed joint-stock companies, which gave rise to demands for the allocation of a participant’s share from the property of the joint-stock company, has now been dispelled. The Civil Code of the Russian Federation indicates that a closed joint-stock company is the owner of its property. The right of ownership of joint-stock property in its natural (material) terms belongs to the joint-stock company itself as a legal entity; shareholders are only the owners of its value. They do not have the right to demand from the joint-stock company the material assets contributed by them, with the exception of cases of liquidation of this joint-stock company, as well as very rare cases provided for in paragraph 1 of Article 75 and Article 80 of the Law on Joint-Stock Companies.

6. To become a shareholder, a person must purchase a share or shares. The right to a registered share is finally transferred to the acquirer, subject to the registration of the acquirer’s rights in the register maintenance system.

Shareholders, by purchasing shares, thereby contribute capital to the joint-stock company and enter into obligatory rather than proprietary relations with it regarding capital. This means that there are no and cannot be property shares in a joint stock company, but only shares. An obligation arises between the shareholders and the joint-stock company as the sole owner of its property, by virtue of which they receive the right to participate in the distribution of profits, in the management of the enterprise, as well as the right to part of the property remaining after the liquidation of the joint-stock company (“liquidation balance”), but not acquire ownership rights to shares in property.

7. A joint stock company is an association in which the founders, shareholders, and participants are not required to work personally. Therefore, most of them do not participate in entrepreneurial activities.

The principle of a joint stock company: the one who invested more money should receive more of it. This principle corresponds to some people's ideas about ways to get rich.

The owner of the share has only one interest - receiving a dividend (part of the company's profit). How this dividend is obtained no longer interests him.

Often, shares are purchased not so much for the purpose of receiving future dividends, but for the purpose of investing free capital in the hope of a rapid increase in the exchange price of the shares and their sale at a price higher than the purchase price.

8. The economic basis of the joint stock company being created is its authorized capital. It is defined as the minimum amount of company property that guarantees the interests of its creditors.

Until the time when laws on business and joint-stock companies appeared, the minimum size of the authorized capital was determined by the Regulations on the procedure for state registration of enterprises and entrepreneurs on the territory of the Russian Federation, approved by the Decree of the President of the Russian Federation of July 8, 1994. And now the Law establishes the minimum amount of property that should be vested in a joint stock company to become a subject of law.

When establishing an open joint-stock company, its authorized capital must be no less than a thousand times the minimum wage, and a closed joint-stock company - one hundred times the minimum wage.

The law reduced the requirements for the minimum amount of authorized capital for closed joint-stock companies, which were contained in Decree of the President of the Russian Federation of July 8, 1994 No. 1482 (1000 times the minimum monthly wage) to 100 times the minimum wage.

The size of the authorized capital is determined on the date of registration of the joint-stock company. If the size of the authorized capital does not comply with the law, then registration should be denied.

9. All shares of a joint-stock company upon its establishment must be distributed among its founders in accordance with the agreement on the creation of the joint-stock company. If there is only one founder, all shares must be purchased by this single founder (see: On approval of standards for issuing shares when establishing joint stock companies, additional shares, bonds and their prospectuses: Resolution of the Federal Commission for the Securities Market of the Russian Federation of September 17, 1996 No. 17). Attraction of scattered third-party capital by an already created joint-stock company is mainly carried out by issuing additional shares placed by subscription.

For example, in the “Rossiyskaya Gazeta” dated March 16, 1999, OJSC “Group Concentrating Plant “Krasnogorskaya” notifies potential buyers of securities about the secondary issue of ordinary registered uncertificated shares of the company in the amount of 56,244 pieces with payment in cash in the amount of 100 percent upon concluding a purchase and sale agreement shares The issue of shares was registered by the Novosibirsk regional branch of the Federal Securities Commission of Russia. Potential buyers can familiarize themselves with the Prospectus for the issue of shares and the decision on their issue at the address of the joint-stock company.

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JSC is. Forms of ownership of enterprises. public corporation

More and more new organizations are appearing in the modern economic market. They have different forms of ownership, engage in unique types of activities and are subject to certain taxation regimes.

Types of organizations

There are many legal entities and individuals who are engaged in business activities in Russia. These are individual entrepreneurs, LLCs, OJSCs, CJSCs and many others. All these enterprises are different from each other, but there are also similarities. According to certain criteria, the type of organization is selected, which continues to operate throughout the entire stage of the company’s activities. But in this article we will talk specifically about OJSC. This is a certain type of organization with its own regulations, rules and reporting.

Forms of enterprise ownership

As mentioned earlier, organizations come in different types: OJSC, CJSC, LLC, individual entrepreneurs, partnerships, private entrepreneurs and many others. These are all called forms of ownership. But due to the fact that this article discusses JSC specifically, let’s talk about it.

OJSC is the most strictly regulated form of ownership. There are a lot of requirements for such organizations, but they also have their advantages. They consist in the fact that the company can produce its own shares and sell them. And here it doesn’t matter to whom anymore. This can be either one of the founders of the company or any other investor who wants to become a shareholder. Shares are purchased at the highest price (whoever pays the most becomes their owner). In this way, it is possible to increase the investment of participants in the company's activities.

However, there are also some disadvantages. Unlike all of the above forms, society participants are fully responsible to the organization. This means that if the company makes a profit, it can be distributed among the shareholders, but if a loss occurs, then all participants bear losses, that is, they must pay all debts.

I would also like to note that the number of shareholders in an OJSC is not limited.

What is OJSC

So, let's figure out what an open joint stock company is. An OJSC is an organization created by several participants (shareholders) who invested their money in the form of shares in the authorized capital of the company.

As with any new organization, an initial investment in the enterprise is required to get started. To do this, several people (it does not matter whether it is a legal entity or an individual) unite into one group and begin registering an enterprise. Due to the fact that the authorized capital consists of shares of each participant, the form of ownership will be a joint stock company.

Next, you need to find out what kind of enterprise the enterprise will be: open or closed. The difference is that in a CJSC the shareholders are exclusively the founders of the company, while in an OJSC the shareholders can be any individuals or legal entities, regardless of whether they are founders or not.

What are JSC shares

As mentioned earlier, the authorized capital of an OJSC consists of shares of the company’s founders. However, not all people understand the meaning of the word “share”. So, a share is an issue-grade security that is provided to a person or company in exchange for a sum of money contributed to the initial capital of a new organization.

There are two types of shares: ordinary and preferred. The difference between them is that the owner of a preferred share has a guarantee of stable income from the company's activities and the initial receipt of dividends when they are distributed. However, regardless of the type of share, a participant in an OJSC has the right to vote at the general meeting. One share equals one vote.

The founders of the company thus create a block of shares that shows the importance of who owns it.

Activities

Regardless of the form of ownership of the organization, the enterprise can engage in any type of activity. That is, there is no difference in how exactly the company is registered; it does not affect further development. Only the taxation regime depends on the type of work selected. And an OJSC is an organization that can be in any regime; the legislation of the Russian Federation does not impose restrictions on this matter.

Accounting in JSC

JSCs are commercial organizations. It follows from this that all accounting in such companies is carried out according to a general chart of accounts and rules. The only thing you should pay attention to is the Law “On Joint Stock Companies”. It describes in detail the conduct of activities and accounting in the JSC.

So, in order for the company to start operating, it is necessary to draw up the company’s accounting policies and a working chart of accounts. Next, the initial capital of the company is entered into the balance sheet. Then the work itself begins. All expenses and income are accounted for in certain accounts, as described in the PBU. At the end of the year, all income is transferred to account 99, and then to 84. That is, there are no differences in accounting.

A double entry is made: one amount is indicated in the debit of one account and the credit of another. Balance sheets, etc. are compiled. At the end of the year, financial statements are prepared, consisting of 5 forms.

General Meeting of Shareholders

At the beginning of the new calendar year, a meeting of all founders of the company is held. This is called the annual meeting of shareholders. After the end of the financial year, all members of society gather in the company to clarify problems in the organization. At one table, all people review the company’s statements, sign them, identify inaccuracies, pros and cons of the past year. Also at this meeting a decision is made on the distribution of profits. However, in order for the meetings to take place, before the end of the calendar year, a list of issues that must be considered by shareholders is compiled and all participants are notified about them. Afterwards the consent or refusal of the founders must be received. If someone refuses, the meeting may be rescheduled to another date. This is the only way to gather all shareholders.

However, participants can meet more often. This is called an unscheduled meeting. At such events, issues that cannot be left for later are addressed. An unscheduled meeting must be convened either by the director of the company or certain of its founders who are involved in the conduct of activities.

Enterprise reporting

And finally, it is necessary to say about the reporting of the JSC. It is strictly regulated by law. Large fines are imposed for violations; the main thing here is not to make a mistake. But first things first.

The reporting of an enterprise begins with the closure of the company's accounts. This is done according to the rules of record keeping. Next, the reporting itself is generated, which is mandatory for all organizations. However, the OJSC prepares complete reports, without abbreviations or omissions. A distinctive feature of JSC reporting is that it is submitted quarterly. But it is necessary to compile it once every three months only for shareholders, so that they can track the receipt of profit and expenses of the enterprise. For the tax service, reporting is submitted once a year. But that's not all.

JSCs are required to conduct the next audit at the end of the year. To do this, an agreement is drawn up with a third-party organization to verify the correctness of record keeping and tracking errors, if any. Only after this the reporting is considered complete.

But even in this form it cannot be handed over. It is necessary to convene an annual meeting of shareholders and submit reports to JSC named after. Society members must sign it. Only after this can reports be submitted to the tax authority at the place of registration.

And a few words about the publication of reports. JSCs are required to publish it on their website. Otherwise, a fine will be imposed on the organization. Five reporting forms must be posted on the Internet along with the auditor's report.

Joint-stock companies (JSC)

A joint stock company is a business company whose authorized capital is divided into a certain number of shares.

Participants in an open joint stock company may sell or transfer their shares without the consent of other shareholders of this company. In a closed joint stock company, shares are distributed only among the founders or other predetermined circle of persons.

The main feature of an open joint stock company is that its property and monetary capital is formed through the open, free sale of its shares. However, when establishing a JSC, all its shares must be distributed among the founders.

Shares are sold either in the primary market at face value upon issue, or in the secondary market through resale at market prices. Open joint stock companies represent one of the most common and civilized modern forms of organizing collective business. This form provides a real opportunity for millions of ordinary citizens to become involved in the ownership of enterprises.

A share certifies the fact that its owner, a shareholder, has made a certain contribution to the capital of the joint-stock company. It can be the subject of purchase and sale, donation, or pledge. In addition, a share can generate income in the form of a share of the profit received by the joint-stock company and gives the right to participate in management.

Large, medium and small enterprises can exist in the form of joint stock companies. Creating a JSC usually involves attracting a significant number of participants. An open joint stock company can be created by converting a limited liability company.

JSCs, both closed and open, are liable for the obligations of the company, incur possible losses, and take risks within limited limits, not exceeding the value of the block of shares owned by them. At the same time, the company itself is not responsible for the property obligations of individual shareholders accepted by them privately.

It is the joint stock company that is the only absolute owner of the property complex belonging to it, i.e. material, informational and intellectual values. Shareholders are the owners only of securities that give them the right to receive a certain share of the company's income in the form of interest, called dividends. In the event of termination of the company's activities, they also have the right to count on a liquidation quota - part of the cost of the property being sold. A shareholder does not have a direct proprietary right to his own part of the property of a joint-stock enterprise.

Thus, the objects of property rights of shareholders and a joint-stock company do not coincide. For shareholders, such objects are the value of the capital of a joint-stock company in the form of the monetary value of their share, while the entire company has the right of ownership to the physical, material essence of all values ​​belonging to it. The shareholder has the right to dispose of his shares as a security. Property is managed only by society represented by its representative governing bodies.

Of course, a shareholder is able to influence the use of the property complex and its activities as a whole by participating in management. This right is exercised, first of all, due to the fact that an ordinary share (as opposed to a preferred share, which gives the right to a fixed percentage of dividends) provides the opportunity to vote at shareholder meetings and elect a board. In this case, the principle of “one share, one vote” is implemented. It is possible to have a significant influence on the course of events only with a solid block of shares, preferably a controlling one.

V. Gribov, V. Gryzinov

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