Pao management. What is the difference between a public joint stock company and an OJSC? Legal entity and individual - what is the difference?

This is a joint-stock company, the participants of which can alienate the shares they own without the consent of other shareholders; it has the right to conduct an open subscription for shares issued by it without the consent of other shareholders and their free sale on the terms established by law and others legal acts.

Peculiarities. An open joint-stock company (OJSC) has the right to conduct an open subscription for the shares it issues and carry out their free sale. It has the right to conduct a closed subscription for shares, except for cases where the possibility of conducting a closed subscription is limited by the company’s charter or the requirements of legal acts of the Russian Federation. In an OJSC, it is not allowed to establish the preemptive right of the company or shareholders to acquire shares alienated by its participants.

Responsibilities. The JSC is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

Profit distribution. In an OJSC, shares can be sold to any person, a subscription can be announced for them and they can be put on free sale.

If there is only one participant (founder), then this must be reflected in the charter (clause 6 of article 98 of the Civil Code of the Russian Federation). The number of shareholders is unlimited.

Joint stock company (JSC)

This is society authorized capital which is divided into a certain number of shares; participants joint stock company are not liable for obligations and bear the risk of losses associated with the activities of the company within the value of the shares they own.

Capital Formation. The capital of a joint stock company is made up of nominal value shares of the company acquired by shareholders. The authorized capital of the company determines the minimum amount of the company's property that guarantees the interests of its creditors. It cannot be less than the size provided for by the law on joint stock companies. Each participant buys shares, thereby forming the authorized capital. The authorized capital cannot be less than 1000 minimum wages, i.e. 100 thousand rubles.

Establishment procedure. The founders of the joint-stock company enter into an agreement among themselves defining the procedure for their implementation joint activities on the creation of a company, the size of the authorized capital of the company, categories of shares issued and the procedure for their placement. The constituent document of a JSC is its charter, approved by the founders. A JSC can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Responsibility. The founders of a joint stock company are jointly and severally liable for obligations that arose before the registration of the company. Participants are not liable for the obligations of the CJSC with their property and bear the risk of losses in the amount of the value of the shares they own. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the value of the shares they own.

People's Enterprise (NP)

This is a type of closed joint stock company with a lower limit on the number of participants (at least 50 people). The enterprise is created on a voluntary basis, with a workforce of 15 people or more. It can be formed by transforming any commercial organization based on private capital; employees of a national enterprise must own at least 75% of the authorized capital. Only a limited number of employees can be non-shareholders, usually up to 10% of their total number in the enterprise; newly hired employees are allocated shares, usually depending on their labor contribution; one employee can own a limited number of shares. Upon dismissal, he is obliged to sell his shares to the national enterprise, the latter is obliged to buy them. In this case, partial sale of shares within the enterprise is possible; in the management of an enterprise, when making decisions, voting is allowed on the principle of “one shareholder - one vote”, regardless of the number of shares owned by the shareholder; executive compensation is strictly limited. At the same time, the elected director of the enterprise is vested with broad powers. The relationship between hired labor and capital is replaced by partnership. Instead of payment tariff rates and salaries, employees receive a percentage of the enterprise's income depending on the number of shares they own and their labor contribution. Despite the fact that Russian legislation delays the legal registration of a national enterprise, many teams were already working in the country according to its rules at the end of the 20th century. Practice confirms the prospects and feasibility of creating this kind of enterprise.

On September 1, 2014, some changes to the Civil Code came into force Russian Federation. A division of joint stock companies into two types has emerged, based on the principle that organizations possess certain characteristics. The first type is public joint stock companies. Such organizations are more open. The second type is non-public joint stock companies; they are more closed, but their management system is less strict. Instead of the abbreviations familiar to everyone, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint stock companies in this article.

Public joint stock company

This is the name given to those enterprises whose shares are publicly traded in accordance with securities laws. This could be an entry to the stock exchange, an issue for the purpose of generating income, etc. Also, the publicity of a particular joint stock company is determined by the fact that the charter documents state that the organization is open in one form or another. Control of such companies is more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares of these organizations. For example, a supervisory board of five people must be present as a supervisory body. It should also be noted that all United Joint Stock Companies (JSC), based on the new legislation, are becoming public. Moreover, new changes in 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 participants exceeds five hundred. More detailed information is 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 creation of the organization. The innovation allows you to correct and make changes to the organization's charter, form management bodies, influence the board of directors and shareholders' meeting on various issues through voting. All closed joint stock companies, 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 that a non-public joint stock company bears. Responsibility to investors 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 securities owners, strictly limited by the charter documents. In simpler terms, participants are initially warned about all risks and possible losses. Often shares in such companies are not issued at all, and such enterprises are partly the result of privatization or a consequence of a unique management model with equity participation to delegate responsibility.

Changes in terminology in accordance with legislation

As stated above, all enterprises called OJSC 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 presence of the necessary characteristics.

In addition, all companies created before the legislation was updated do not have to undergo any re-registration procedures. This rule applies only if no adjustments are required to the registration data. For example, moving companies to another office or changing the type of activity may become the basis for a change in the organizational and legal form. It should be noted that the charter may have to be changed in accordance with new legislation if there is such a need. As for the new abbreviations in names, a non-public joint-stock company is abbreviated as NAO, a public joint-stock company is abbreviated as PJSC.

Information about the owners of securities

Both in the case of a public and non-public company, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of receiving a fine and attracting additional checks on your company. This rule appeared in October 2013. Choosing a registrar company that will maintain the register of shareholders is a very important decision. Before accepting it, you should make sure that the company to which you entrust this task is sufficiently conscientious and has good experience has been working 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 similar companies. The more serious these companies are, the better for you. The decisions of all meetings must be included in the register by the company, which assumes responsibility for maintaining it.

Nominal capital

These are the funds of an enterprise formed through the issue of securities. They are also called authorized or share capital due to the fact that their size is indicated in the organization’s charter. This is the amount invested by the participants to ensure the statutory activities of the company. The amounts of these funds are recorded in the organization’s constituent documents in accordance with current laws. Based on the Civil Code, share capital is the smallest amount of funds guaranteeing solvency to creditors. The law provides for the possibility of increasing nominal capital. This is possible if at least two thirds of the participants vote for such a decision and in compliance with the laws provided for specific cases. As funds in the share capital, property can be contributed 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 property rights, they are assessed using an independent examination.

Charter 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 enterprise being formed, etc. In case of problems and disputes, the Charter will be a supporting document in legal proceedings. Therefore, it must be written in such a way that it does not contain loopholes and flaws that could be used in court against the organization. When drawing up the Charter, it is recommended to study in detail all legislative acts, one way or another related to the activities of the organization, or contact lawyers who have experience in this area or specialize in the development of such documents.

Charter document of PJSC

The charter in such enterprises is in many ways 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, listing on stock exchanges is specified, and the policy for paying dividends is prescribed. It may also prescribe the procedure for 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 a NJSC. This is due to the high potential responsibility and obligations to shareholders, which, in fact, can be anyone. This means that the risk of claims from various individuals and legal entities and state representatives in the case of PJSC are much higher. Documentation development 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 any number of securities. Members of the company cannot incur losses or liabilities that exceed 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 publicly. The share of bills belonging to the owner may be limited by the statutory documents. The number of votes that is granted to one holder of securities may also be indicated. In this case, the minimum authorized capital of the joint-stock company must be equal to at least one hundred minimum wages (minimum wages).

Authorized capital of a public joint stock company

In the situation with PJSC, 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 occurs through the issuance of additional securities or through the repurchase of own shares from large investors. The authorized capital must include at least 1000 minimum wages.

PJSC participants

In this case, the participants will be all owners of shares in the company. Any citizen of the Russian Federation who has reached 18 years of age can become a PJSC participant. Shareholders have no legal and financial liability for the actions of society, but only have some rights. For example, they can take part in the general meeting and vote. The only ones possible losses owners of securities are associated with the value of shares or dividends.

NAO participants

The procedure for membership in organizations of this type is different from PJSC. Only participants of a non-public joint stock company will be founders. This is due to the peculiarities of regulation of such companies. The founders will also be shareholders, and their bonds do not extend beyond the boundaries of this organization. There cannot be more than fifty participants, otherwise the NJSC must be reorganized into a public joint-stock company.

Reorganization from one form to another

The legislation provides for the possibility of changing one organizational and legal form to another. Using the example of transforming a NJSC into a PJSC, we can highlight the following obligations arising before the organization:

• Increasing the authorized capital to the required minimum (1000 minimum wage).
• Development of documents confirming changes 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 a 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. Afterwards, 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 shares issued.
• Rights of shareholders owning a particular category of shares.
• Cost of authorized capital.
• Procedure for holding various meetings, voting and making decisions.
• The powers and decision-making algorithm of management bodies are in accordance with current legislation.

Now you need to register the company with the local tax authority, which one depends on the city and region in which the registration is made. It is necessary to fill out and provide all required documents, have them certified by a notary and pay a fee. Registration will be completed within 5 working days. Next, you will have exactly 30 days to issue and register shares, and you will also need to select the company that holds the register of shareholders.

It should be noted that the process of registration and creation of joint stock companies is a very responsible decision. Problems with documentation and various forms can arise even when registering an individual entrepreneur, so you should not save on creating a future organization; if any difficulties arise, it is recommended to contact competent specialists in tax, legal and financial sector. The correctly chosen organizational and legal form is the first step towards successful business, and this choice should be made as thoughtfully as possible.

Joint-Stock Company open type, and from September 1, 2014 public, - a legal entity whose activities are regulated by the Civil Code, Federal Law No. 208 of December 26, 1995. on JSC (hereinafter referred to as Federal Law No. 208) and others regulations. Please note that in the fall of 2014 there are many changes regarding JSC.

Thus, according to the updated definition, a public JSC is a legal entity whose shares and securities are publicly traded and (or) its name and charter contain the word “public”. They belong to corporate organizations, that is:

• in relation to them, the participants have corporate rights;
• their founders (participants) have rights of participation (membership) in them.

Thus, both public and public joint-stock companies, as well as LLCs, are now called commercial corporate organizations or corporations. A public JSC is also required to regularly disclose information required by law.

Please note that from September 1, all JSCs that meet the definition of public automatically become so. And from the beginning of autumn, the provisions of the updated Civil Code (Federal Law No. 99 of 05/05/2014) begin to apply to them.

Shares of public (open) joint stock companies

As we have already noted, shares of public joint-stock companies (OJSC) must be placed and circulated in the public domain (Article 66.3 of the Civil Code of the Russian Federation). And if, for example, a closed joint stock company (and from September 1, non-public) decides to become open, then it will need to change its securities policy and (or) add the word “public” to its name. By the way, after September 1, the provisions of Federal Law No. 208 will continue to apply to closed joint-stock companies (remaining in their previous form).

The par value of all ordinary shares of a joint stock company must be the same. And at the time of establishment of the Company, all shares that are registered must be distributed among the founders (Article 25 of Federal Law No. 208).

In a public joint-stock company, a shareholder has no restrictions on the number of shares he owns, and there is also no limit on their total par value and the maximum number of votes that are granted to one shareholder (Article 97 of the Civil Code of the Russian Federation). The charter of a joint-stock company should not contain a clause that in order to alienate shares of the Company, consent must be obtained. Also, no one has an advantage in purchasing shares of a public joint-stock company (exceptions - clause 3 of Article 100 of the Civil Code of the Russian Federation).

The company may place both ordinary shares and preferred shares (of one or more types). However, the par value of the issued preferred shares should not exceed 25% of the authorized capital of the joint-stock company (Article 25 of Federal Law No. 208).

Maintaining the register of shareholders of the JSC

From October 1, 2014, the register of shareholders of all joint-stock companies must be maintained only by specialized registrars who have a license (Federal Law No. 142 of July 2, 2013). And if earlier in Companies in which the number of shareholders was up to 50 it was possible to maintain a register independently, now there are no exceptions (letter from the Bank of Russia dated July 31, 2014). If the JSC does not transfer the register to a third-party registrar, it may be fined up to 1 million rubles.

Public (open) joint-stock company and authorized capital

Information on the authorized capital (AC) of a public joint-stock company is contained in the charter of the Company. At the same time, the authorized capital of the JSC is divided into a fixed number of shares, which certify the obligatory rights of shareholders in relation to the Company (Article 96 of the Civil Code of the Russian Federation and Article 2 of Federal Law No. 208). That is, the charter capital of a public joint-stock company is made up of the par value of its shares, which were acquired by shareholders. The Criminal Code also determines the company’s property in the minimum amount that guarantees the interests of creditors (Article 25 of Federal Law No. 208).

Before creating the Company, the founders enter into an agreement, which stipulates, among other things: the size of the authorized capital, types and categories of shares, the procedure and amount of their payment, etc. However, this agreement is not founding document and is valid until the moment (specified in the agreement) until all shares are paid for by the shareholders (Article 9 of Federal Law No. 208). If the Company has one founder, then a similar list is contained in its decision.

Management of a public (open) joint stock company

The management of a public joint-stock company (OJSC) is carried out by a collegial body, the number of members of which should not be less than 5. The procedure for forming the management body of a joint-stock company, as well as its competencies, are regulated by Federal Law No. 208 and the charter of the Company itself (Article 97 of the Civil Code of the Russian Federation).

The management body of the JSC is elected by the founders of the Company, who are also shareholders. In this case, the elected management body must collect three-quarters of the votes of the founders-shareholders of the joint-stock company (Article 9 of Federal Law No. 208). The management bodies of the JSC include:

• general meeting of shareholders (GMS);
• board of directors (supervisory board);
• sole executive body ( CEO);
• collegial executive body (executive directorate, board);
• audit commission (auditor).

The Board of Directors is elected at the general meeting of shareholders. The general director of a public joint-stock company (OJSC) is proposed and elected by the GSM or the board of directors (supervisory board). It depends on what is stated in the Company's charter.

Please note that from September 1, 2014, changes are being introduced in the procedure for preparing and conducting the General Meeting in accordance with Federal Law No. 99 of May 5, 2014. Thus, for public joint-stock companies, an obligation is introduced to certify the decisions of the General Meeting of General Meetings by a person who maintains the register of shareholders and performs the functions of the counting commission (clause 3 of Article 67.1 of the Civil Code of the Russian Federation).

Also, thanks to the changes, the responsibility for authorized persons and members of the collegial management body of a joint-stock company has been strengthened, and the obligation to act in the interests of the organization has been established (Articles 53 and 53.1 of the Civil Code of the Russian Federation).

Reporting of a public joint-stock company (OJSC)

A public joint-stock company is required to keep accounting records, as well as submit financial and other reporting (Article 88 of Federal Law No. 208), like any other, in accordance with the tax regime used (OSN or simplified tax system):

• maintain accounting records;
• hand over tax reporting;
• submit financial statements;
• submit reports to extra-budgetary funds: Pension Fund, Social Insurance Fund;
• submit reports to statistical authorities, etc.

However, in addition to this, JSC has a number of its own features of maintaining and submitting reports:

• the executive body is responsible for maintaining and submitting reports to the JSC;
• the audit commission (auditor) confirms the accuracy of the annual financial statements and the Company's report for the year;
• Every year the Company must engage an independent auditor to verify and confirm the annual financial statements of the JSC;
• The annual report of the joint-stock company is approved by the board of directors (supervisory board), and in its absence, the sole executive body (general director) no later than 30 days before the annual general meeting.

JSC information disclosure

Also, a public (open) JSC is obliged to regularly disclose information about.

Hello! In simple terms, a joint stock company is an organizational and legal form that is created for the purpose of pooling capital and solving business problems. In this article we will take a closer look at how a PJSC differs from a NAO.

JSC classification

Until 2014 inclusive, all joint-stock companies were divided into two types: closed joint-stock companies (closed) and open joint-stock companies (open). In the fall of 2014, the terminology was abolished, and a division into public and non-public societies began to operate. Let us dwell on this classification in more detail. It is worth considering that these terms are not equivalent; not only the terms themselves have undergone changes, but also their characteristics and essence.

Characteristics of public and non-public companies

Public joint stock companies (abbr. PJSC) create capital through securities (shares), or by transferring fixed assets into securities. The functioning of such companies and their turnover must fully comply with the Federal Law “On the Securities Market” adopted in the Russian Federation.

Also, taking into account all the conditions set by the legislator, publicity must be mentioned in the title.

Non-public companies include limited liability companies and joint stock companies (JSC).

Let's look at the comparative characteristics using the table below. It clearly presents important criteria for comparative analysis, although this list is not complete.

Table: Comparative characteristics of PJSC and NJSC

The main features of public joint stock companies are the following:

• The number of shareholders is not limited;
• Free circulation of shares is allowed.

If we talk about the authorized capital, its size is also determined federal legislation. The formation of the authorized capital of a PJSC occurs due to the fact that shares are issued for a certain amount of money.

The size of the authorized capital in this case is a value that can vary, decrease or, conversely, increase. This depends, first of all, on how the shares are redeemed. As can be seen from the table above, the size of the authorized capital is 100,000 rubles.

As practice shows, control by inspection authorities is stricter than in other cases. This is explained, first of all, by the fact that all the statutory documents indicate that this company is as open as possible to third parties. That is, it is absolutely clear that citizens can purchase company shares. Accordingly, supervisory authorities require maximum transparency and accessibility of all data.

For more complete information on this issue, you should refer to the Civil Legislation of the Russian Federation.

Statutory documents

The main document for a PJSC is the charter. As a rule, it reflects all the provisions governing the activities of the organization, and also records information about openness.

The charter spells out in detail all the procedures for issuing shares, and also contains information on the calculation and procedure for paying dividends.

Availability of property fund and shares

PJSC property funds are formed primarily through the turnover of the organization’s shares. At the same time, the net profit that will be received during the organization’s activities can be included in the property fund. The law does not prohibit this.

PJSC governing bodies

Primary implementing body management activities in a PJSC this is the general meeting of shareholders. It is usually held once a year and is initiated by the board of directors. If such a need arises, the meeting can be held on the initiative of audit commission, or based on the results of the audit.

It often happens that a PJSC issues a large number of its shares on the market, and then the number of shareholders can number more than one hundred people. Gathering them all at one time in one place is an impossible task.

There are two ways to solve this problem:

• The number of shares whose owners can participate in the meeting is limited;
• Discussions are conducted remotely, using the method of sending out questionnaires.

The meeting of shareholders makes all important decisions on activities of PJSC, plans activities for the development of the company in the future. The rest of the time, management responsibilities are performed by the board of directors. Let us explain in more detail what kind of control body this is.

In large companies, the number of board members can reach 12 people.

Forms of management activity

Formed on the basis of the legislation of European countries. Usually this:

• Meeting of all shareholders;
• Board of Directors;
• General Director in a single person;
• Control and Audit Commission.

As for the types of activities, it can be anything that is not prohibited by the law of our state. There can be only one main activity.

Some types of activities require licensing, which can be obtained after the PJSC has completed the registration procedure.

The legislation of the Russian Federation requires all PJSCs to post the results of annual reporting on the official websites of the companies. In addition, the results of operations for the year are checked for compliance with reality by auditors.

Currently non-public are JSC (joint stock companies) and LLC. The main requirements that legislation imposes on NAO are as follows:

• The minimum amount of authorized capital is 10,000 rubles;
• There is no indication of publicity in the title;
• The shares must not be offered for sale or listed on stock exchanges.

Important fact: the non-public nature of the organization implies greater freedom in the implementation of management activities. Such companies are not required to post information about their activities in publicly available sources, etc.

Statutory documents

The charter is the main document. It contains all the information about the organization, information about ownership, and so on. If legal problems arise, this document can be used in court.

Therefore, the charter must be written in such a way that all kinds of loopholes and flaws are completely excluded. When the charter is at the drafting stage, you should carefully analyze the regulatory documents, or seek advice from specialists who have experience in developing documentation of this type.

In addition to the charter, an agreement called a corporate agreement can be concluded between the founders. Let's take a closer look at the analysis of this document.

A corporate agreement can be called a kind of innovation, which stipulates the following points:

• All parties to the treaty must vote equally;
• Installed total price for shares owned by all shareholders.

But this agreement implies one clear limitation: shareholders are not obliged to always agree with the position of the management bodies on any issues. By and large, this is a gentleman's agreement translated into legal terms. If the corporate agreement is violated, this is a reason to invalidate the decisions of the shareholders’ meeting.

Let us note that the participants of a non-profit joint-stock company can be its founders, who are also its shareholders. This is due to the fact that the shares cannot be distributed beyond these individuals.

The number of shareholders is also limited; it cannot exceed 50 people. If their number is more than 50, the company must be re-registered.

Governance bodies of the Nenets Autonomous Okrug

In order to manage a non-public joint stock company, a general meeting of shareholders of the company is held. All decisions made at the meeting are certified by a notary, and they can also be certified by the person who heads the counting commission.

Property of the Nenets Autonomous Okrug

After independent assessment can be contributed to the authorized capital as an investment.

NAO shares

• Not addressed publicly;
• Publication by open subscription is not possible.

If we talk about types of activities, then everything that is not prohibited is permitted. That is, if the legislation of the Russian Federation does not prohibit a specific type of activity, it can be carried out.

In general, the essence of NAO is that these are companies that simply do not issue shares to the market; these are closed joint-stock companies that practically existed before the adoption of the new law, but still, this is not the same thing.

There is no obligation to post the results of financial statements for the year for the NAO. Such data is usually of interest only to shareholders or investors, and in this case they are the founders, who already have access to all the necessary information.

The definition of business entities includes public and non-public organizations that carry out commercial activities, in which the authorized capital represents shares. The property fund is created from contributions made by the founders.

Business companies are also classified into public and non-public.

Ability to move from one form to another

The law does not prohibit changing one organizational form to another. For example, it is quite acceptable to transform a non-profit joint-stock company into a PJSC. What actions need to be taken for this:

• Increase the size of the authorized capital to 1000 minimum wages;
• Develop documentation that will confirm that the rights of shareholders have changed;
• Conduct an inventory of the property fund;
• Conduct audits with the involvement of auditors;
• Develop an updated version of the charter and all related documentation;
• Carry out the re-registration procedure;
• Transfer the property to the newly formed legal entity. face.

As a result of the legislative reforms carried out in corporate law there have been a lot of changes. Traditional concepts have been replaced by new ones.

Although all the changes took place back in 2014, in some cities you can still see signs with familiar CJSC or LLC. But all new organizations are registered exclusively as public or non-public companies.

Conclusion

The creation and registration of a joint stock company is a process that requires attention and responsibility. Problems of various kinds arise even during the process, so you shouldn’t save on your future company, and if you have any doubts, you should contact qualified specialists.

Implement right choice- this is the first step along a long road to achieving success in, so you need to make a decision carefully, having thought through everything to the smallest detail.

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

What is PAO?

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

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

Basic differences between PJSC and JSC

More stringent requirements for PJSC are due to the need for strict protection of rights large quantity investors. But JSC has a greater choice of management mechanisms.

PAO: opening. Algorithm

1. business plan.

2. Organization of a public joint stock company.

After the decision to create a public joint stock company is made at the constituent meeting or individually, the shareholders enter into a written agreement.

3. Conclusion of the founding agreement.

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

4. State registration of PJSC.

What is this process and what are its goals? The company is registered by the Inspectorate of the Federal Tax Service of the Russian Federation, guided by Federal Law No. 31-FZ of March 21, 2002. A state fee is required for the service; details must be clarified at the selected inspection department. Registration is necessary to conduct legal activities and state control. The founder needs to prepare the following documents:

• statement;
• 2 originals of the company's charter;
• agreement on establishment, protocol;
• receipt of payment of the duty;
• documents for legal address(notarized copy of the certificate of ownership, letter of guarantee owner of the premises where the company will be registered).

How to register shares of a public company

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

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

Opening of a PJSC branch. What does this involve?

Article 51 of Chapter Federal Law No. 208-FZ, as amended on June 29, 2015, “On Joint Stock Companies,” gives it the right to create its own representative offices and branches, guided by the Civil Code of the Russian Federation and federal laws. The branch of PJSC is its full-fledged independent branch and operates on the basis of a legal power of attorney.

Features of the activities of public joint-stock companies

1. The number of shareholders is not limited.
2. Shares are traded publicly and without restrictions.
3. The authorized capital is formed through the issue of securities (shares), minimum size- 100,000 rub.
4. No need to deposit cash into the authorized capital before company registration.
5. Responsible for obligations with its property (but not in the case of obligations of PJSC shareholders). Opening a company automatically gives shareholders rights and responsibilities.
6. Important information about the activities of the company is in the public domain (report data, financial statements, charter, decision on

Work organization

Management links are in the hands of the general meeting of shareholders, but it cannot consider issues and approve decisions that are outside its competence (the list of issues regarding which decisions can be made is recorded in Federal law"On joint stock companies"). Current activities are controlled by the executive body - general director, board, directorate. He reports to the board of directors regarding the activities of the company. The latter must select an auditor of the company to conduct and control the financial and economic segment. General meeting shareholders are required to call once a year. Although OJSC and PJSC underwent reorganization and innovations in the legal segment, they largely retained the registration and operation algorithm.

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

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