Federal Law on Jsc. Federal Law on Joint Stock Companies

What it is? The answer to this question will be of interest not only to students who study a certain subject due to their occupation, but also to citizens of our country who have a more or less active social position.

The article will talk about this complex and at the same time simple concept.

How joint stock companies developed. Briefly about the important

The first joint-stock company on the territory of our country was the Russian Trading Company. It was formed in 1757 in Costantinople. Its capital consisted of shares, the shares were called shares and had the form of a ticket, which certified the ownership of shareholders and was freely traded on the market. The legislation that regulated the activities of societies consisted of royal decrees.

The heyday of joint stock companies occurred in the mid-19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of growth rates economic development, and the appeal valuable papers is developing at an unprecedented rate.

IN Soviet period societies as such have practically ceased their activities.

Modern Russia has a 20-year history of the formation of joint-stock companies. Go to market economy demanded the adoption of new ones to regulate relations in the sphere of private property and forms of its management.

Today, joint stock companies occupy a leading place in the system of economic relations. Because it is a joint-stock company that allows you to combine the capital of many investors to create a new independent business entity.

Joint stock company: what it is and its essence

A joint stock company is an economic entity engaged in commercial activities. Making a profit is the main goal of creating joint stock companies, and complete financial and economic independence in making management decisions only contributes to achieving results.

The authorized capital of a joint stock company is divided into shares. Members of the company (shareholders) bear the risk of losses from economic activity within the limits of the value of the shares that they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment for securities. The essence of a joint stock company is that shareholders are the owners of the company, but not the owners of the property. Property belongs to society itself. This is both the essence and the paradox of this form of management. It is a legal entity that has the attributes inherent to it: name, seal. May, on his own behalf, take part in court hearings as a party to the case and a third party, have his own account in bank institutions and separate property. The founders of the company can be both individuals and legal entities, the number of which is not limited.

You can often hear the phrase “closed or open joint stock company.” What it is? According to the law, companies can be either open, that is, carrying out an open subscription to issue shares and freely traded, or closed - the shares of which are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which helps mitigate the risks of securities fraud.

What regulations regulate the activities of joint stock companies?

Important normative document- this is the civil code of the Russian Federation, in particular chapter 4 of the document. A special act is the Federal Law “On joint stock companies"from 1995, with fresh changes adopted in 2014. Regulatory acts determine the legal status and procedure for the creation of both the company itself and its management bodies, authorized capital, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation and other, no less important issues.

This law is far from the only document related to joint stock companies. The issue and circulation of shares that are securities is regulated by the Law “On the Securities Market” and the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market.”

How is the authorized capital formed?

The authorized capital of the Joint Stock Company is formed from the amount of shares purchased by its shareholders. Determines the minimum value of the company’s property, the owner of which is the company. Authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of authorized capital, which currently amounts to 1000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital may be increased or decreased. The decision on this is made by shareholders at the general meeting.

How does management work?

Management of a joint stock company is multi-stage and diverse.

The highest body that accepts the most important decisions about activities - this is undoubtedly the general meeting of shareholders. It, among other issues, approves the annual report, shareholders, and makes decisions on liquidation and reorganization. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law “On Joint-Stock Companies” and cannot be transferred to the board of directors.

The executive body that manages activities on current day-to-day issues is the director or directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.

Basic rights of shareholders

Shareholders of a joint stock company have the following basic rights:

Participation in management. Occurs by voting at each general meeting on issues that are within its competence.

Receiving income as dividends.

The right to receive a share of the company’s property in the event of termination of its activities and liquidation.

Depending on the scope of rights granted, shares of a joint stock company can be ordinary or preferred.

Preferred shares give their owners a fixed amount of dividends and the right to priority payment, but limit the right to manage the company.

Society documents. Disclosure of information about activities

The main document is the charter, on the basis of the provisions of which the enterprise carries out its activities. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.

The Law on Joint Stock Companies requires that documents containing information about activities be provided to shareholders upon their request. Business papers that must be provided to shareholders include:

Annual report;

Internal documents;

Documentation reflecting maintenance accounting and reporting.

The procedure for organizing the company. Share distribution

A company is organized by the birth of a new economic entity as a legal entity, or by reorganizing an existing one. The decision to create is made by its founders constituent assembly. Organizers can be both individuals and legal entities. The number of founders of an open company is not limited; when establishing a closed one, there should be no more than fifty of them.

When a company is created, its shares are distributed among the founders. The Law on Joint Stock Companies (its new version) states that the obligation to register the issue of shares distributed between the founders must be fulfilled by the company within one month from the date of registration.

Liquidation procedure

The company may be liquidated voluntarily by making a decision at a meeting of the highest management body or by a court decision. When a decision is made to liquidate voluntarily, all powers to manage the company are transferred to the liquidation commission, which from the moment of its appointment heads the joint-stock company. What it is - liquidation commission, and what are its powers? This body takes upon itself all the burdens associated with searching and identifying creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property to cover debts and settlements with counterparties, resolving the issue of dismissed employees and other financial and property issues.

The summary of all that has been said. Today, joint stock companies are the most developed and promising form of business in Russian Federation. The position of society is determined by domestic legislation, which has already been sufficiently established, but nevertheless, some of its norms require further refinement in order to keep up with the rapidly changing economy and business practices.

This is what it is, a joint stock company, in general outline. It seems that after reading the article, the question “joint stock company - what is it” will no longer be a dead end, and the essence of this complex organization will become more clear.

1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several interrelated transactions related to the acquisition, alienation or possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 percent or more of the book value of the company’s assets, determined according to its financial statements as of the last reporting date, with the exception of transactions made in the normal course of business of the company, transactions related to the placement through subscription (sale) of ordinary shares of the company, and transactions related to the placement of issue-grade securities convertible into ordinary shares society. The company's charter may also establish other cases in which transactions carried out by the company are subject to the procedure for approval of major transactions provided for by this Federal Law.

In the event of alienation or the possibility of alienation of property, the cost of such property, determined according to accounting data, is compared with the book value of the company's assets, and in the case of acquisition of property - the price of its acquisition.

2. In order for the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.

1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.

2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company’s assets, is made by all members of the board of directors (supervisory board) of the company unanimously, and the votes of retired members of the board of directors (supervisory board) are not taken into account ) society.

If unanimity of the board of directors (supervisory board) of the company on the issue of approving a major transaction is not achieved, by decision of the board of directors (supervisory board) of the company, the issue of approving the major transaction may be submitted for decision to the general meeting of shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.

3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company’s assets, is adopted by the general meeting of shareholders with a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.

4. The decision to approve a major transaction must indicate the person(s) who is its party(ies), beneficiary(ies), price, subject of the transaction and its other essential conditions.

5. If a major transaction is at the same time a transaction in which there is an interest, only the provisions of Chapter XI of this Federal Law apply to the procedure for its execution.

6. A major transaction made in violation of the requirements of this article may be declared invalid at the request of the company or shareholder.

7. The provisions of this article do not apply to companies consisting of one shareholder, who simultaneously exercises the functions of the sole executive body.

Law 208-FZ “On Joint-Stock Companies” was recently supplemented with several rules relating to the right to pre-emptive acquisition of shares, repurchase of securities and organization of meetings.

Main founding document JSC is a charter. It may provide for the possibility of participation in the management of public legal entities: that is, the Russian Federation, its subject or municipality.

This special right was called the “golden share”.

A joint stock company may be voluntarily reorganized by any of possible ways with the introduction of appropriate changes to the Unified State Register of Legal Entities:

• merger;
• accession;
• division;
• allocation;
• transformation.

Shares and other securities

The right of a participant to claim against the company is confirmed by securities. The most important of these will be shares.

Their total value determines the size of the company's authorized capital. Its minimum amount for a public joint-stock company is 100,000 rubles. Shares can be:

• ordinary and privileged;
• whole and fractional.

Owners of ordinary shares can participate in the general meeting and vote on issues submitted to it, thereby participating in the management of the company.

Preferred shares (an example of this type of securities can be clearly seen in joint-stock companies, for example) do not provide voting rights. But it is assigned according to them larger size dividends that are paid first.

Preferred shares can be converted into ordinary shares, but the reverse process is not possible.

In addition to shares, the company has the right to issue other securities, in particular bonds.

Repayment of such obligations is made in cash or in shares (conversion). This possibility must be provided for in the release decision.

The share gives the right to receive part of the company's profit - . They may be paid once a year or more frequently, such as quarterly.

The decision on this is made by the general meeting. The amount of payments is proposed by the board of directors based on the profit received.

Dividends will be transferred to the shareholder's account in non-cash form.

Securities may be sold or otherwise change hands.

Any changes are reflected in the register of shareholders, which is maintained by entity obliges the law.

A person’s right to shares is confirmed by an extract, which in itself is not a security.

JSC management bodies and their competence

A large joint stock company may include up to several hundred thousand shareholders.

In addition, their composition is constantly changing. Therefore, governing bodies are necessary to conduct commercial activities. According to the law, they are:

• general meeting;
• Board of Directors;
• board (directorate);
• auditor and auditor.

General meeting

The General Meeting of Shareholders is the main governing body. It is held annually, and if necessary, it can be convened extraordinary.

The competence of the general meeting includes making decisions on issues such as:

• any changes to the charter;
• reorganization and liquidation;
• election of other governing bodies;
• approval of the number, value and type of shares;
• change in the size of the charter capital;
• dividend payment;
• approval of a number of transactions, etc.

Transferring the powers of the general meeting to other bodies is impossible. The same goes for the reverse process.

Each of the bodies makes decisions strictly within its competence.

The board of directors, or supervisory board, carries out general management of the company's affairs.

For small companies with fewer than 50 shareholders, the creation of such a body is not necessary.

Its powers are transferred to the general meeting. This is an exception to the general rule.

The Board of Directors has the following competence:

• determines the overall development strategy;
• convenes general meetings;
• places shares;
• issues recommendations on the value of shares, the amount of dividends, remuneration to the auditor, etc.;
• approves the annual report;
• approves major transactions;
• makes decisions on participation or withdrawal from other legal entities.

Executive bodies

The implementation of decisions of the board of directors and the general meeting can be managed by either a sole body - the general director, or a collegial body - the board.

In any case, he will be accountable to the board of directors and the general meeting. General Director does not have to be one of the shareholders.

Moreover, it may even be an organization to which these powers will be transferred by decision of the general meeting.

The director or board organizes the implementation of the decisions that have been made higher authorities. Operational management is within their competence.

If the company incurs losses due to the fault of the executive body, its members bear responsibility for this. It is established by civil law.

Latest version of the law: fundamental innovations

Changes that include latest edition, more than two dozen. They relate to such important aspects of the JSC’s activities as:

• general meeting;
• right to pre-emptive acquisition of shares;
• repurchase of securities by the company at the request of shareholders.

Most of the amendments concern modern methods communications to inform society participants.

The law provides for the ability to send notifications about the time and place of a meeting by email and SMS.

This does not preclude the possibility of publishing advertisements in newspapers and on the society’s website.

Use modern means The shareholders themselves will be able to communicate. As of June 2016, they do not have to attend the meeting in person.

They may well take part using “information and communication technologies.” That is, in the format of a video call, webinar, conference, etc.

In the form of a file with an electronic digital signature (EDS), a shareholder can send a statement of desire to exercise the preemptive right to purchase shares.

But only if it is registered in the registry.

The second group of amendments is related to the timing of extraordinary meetings.

Thus, less time is allocated by law for their preparation, identification of potential participants, and notification of shareholders.

Moreover, in connection with the addition of new methods of communication, the address of the voting site and Email to send the newsletter.

Absentee participation is equivalent to full-time participation if the participant has registered (including on the website), submitted a completed ballot 2 days before the date of the meeting, otherwise notified the company of his vote through a nominee.

The lists of holders of the pre-emptive right to purchase shares have been clarified.

These include those shareholders whose names were on the lists on the date of the meeting where the issue of an additional issue was decided.

And those whose data was included in this list 10 days after the decision of the board of directors.

And the list of shareholders who have the right to demand the redemption of shares is compiled not before, but after the general meeting, taking into account the demands made by the participants.

The law also relieved the JSC of the need to provide various types of certificates and statements to potential participants in general meetings.

From now on, it is the responsibility of the registrar, who should be contacted.

These are, in brief, the main innovations in Law 208-FZ “On Joint-Stock Companies”.

Lawyer Live. Changes in the work of joint stock companies from July 1, 2016

Law 208-FZ “On Joint-Stock Companies”: detailed information about JSC and recent changes in the law

A joint stock company (one of the types of economic companies) is, in contrast to public associations (see the federal law on public associations), commercial organization, the main direction of which is to make a profit. The authorized capital of any joint stock company is divided into a certain number of shares, which certify the obligatory rights of each shareholder (participant) in relation to the company as a whole.

In accordance with the legislation of the Russian Federation, shareholders of the above-mentioned company bear the risk of losses that are directly related to the activities of the joint-stock company, within the value of the shares they own, and are not liable in any way for its general obligations. IN modern state a joint stock company is the most common form of organization of large and medium-sized businesses, while medium-sized enterprises more often use the form of a closed joint-stock company, large businesses - an open one. Like other activities in Russia (counter-terrorism area, social insurance, medical care and other), the activities of joint stock companies of any type, as well as their form of creation, reorganization and liquidation, regulate the federal law No. 208-FZ dated December 26, 1995 "On joint stock companies." The law contains 14 chapters and 94 articles in its structure.

Chapter 1 of the Law on Joint Stock Companies determines general position normative legal document. The articles define the basic concepts applicable to this area, fix the scope of the law and the main provisions on joint stock companies, liability, corporate name and location of the companies. Chapter 1 characterizes branches and representative offices of companies, subsidiaries and dependent companies, open and closed companies article by article.

The procedure for creating and liquidating joint stock companies is described in detail in Chapter 2 Federal Law on Joint Stock Companies. The articles of the law define the institutions of companies, founders, charter, including the introduction of additions and changes, the form of state registration of the company (with additions and changes to the charter), the form of reorganization, merger, accession, division and separation of the company (Article 19.1 interprets the features of such actions ), transformation, and also the procedure for liquidation of the joint-stock company is spelled out in detail.

Chapters 3-4 of the law on joint stock companies determine the authorized capital of companies, net assets company, as well as the form and procedure for the company’s placement of shares, bonds and other securities. Articles 25-29 establish the minimum size of the authorized capital of joint-stock companies, the rules for increasing or decreasing the authorized capital of companies and the protection of the rights of creditors in such actions. At the same time, the procedure for payment of dividends by the company, including restrictions on payments, is determined in Chapter 5.

Chapters 6-8 regulate the register of joint stock companies, the form of general meetings of shareholders and the board of directors, which are the supervisory board, as well as the executive body of the company. These chapters list the rules for maintaining the register, competence, rights and obligations, as well as the responsibilities of the general meeting of shareholders, the board of directors and the executive body in relation to the company. Chapters 9-10 regulate activities in the field of acquisition and redemption of issued shares by the company, as well as in the course of major transactions carried out by the company. Chapters 12-13 establish the types of control over the activities of a joint-stock company by the state, as well as the form of accounting and reporting for companies. The final provision of a legal document regulates the procedure for the entry into force of the law.

Download Federal Law on Joint Stock Companies

Legislation regularly undergoes changes (especially in such important points, as a state defense order - details can be found at ). Main Law on various types joint stock companies are no exception (LLC, OJSC, CJSC, PJSC, etc., with the exception of JSCs operating in the field of lending, insurance and investment groups). Although auditing activities are regulated, for example, separately, by.

Law on Joint Stock Companies in the new edition 2018

The version that came into force last year (2017) is valid today. The latest amendments came into force in July 2017. Also at this time, amendments were made to Article No. 159 of the Criminal Code of the Russian Federation. Read more about this

What does the Law on Joint Stock Companies say?

Changes have been made to many procedures:

Stricter voting norms have been established (on the charter, on making changes, etc.);
shareholders are allowed to change their status at any time/term (public to non-public and vice versa);
a rule was introduced on the mandatory involvement of a registrar;
the rights of privileged holders of a block of securities are determined;
The norms for authorized capital have been increased.

The regulations on the form of alienation, the procedure for liquidation and/or reorganization, etc. have been updated. An update is expected this year, the estimated date is early July. In addition, adjustments will be made to Article 158 of the Criminal Code of the Russian Federation. more about this

Changes with comments and additions

IN full version The law provides comprehensive comments on such definitions and conditions: who is an affiliated person/persons, the duties of shareholders, rights and their protection are defined. Just as in the case of assessing working conditions, corresponding changes were made in 2018.

The Head of the Government of the Russian Federation separately noted in his speech at the plenary session State Duma on the decision to adopt the project on minority shareholders. Will identify and install them legal rights, responsibility, to amend the established procedure for creating companies (joint stock, closed, open with limited liability, etc.).

Federal law on joint stock companies

This law has rules also set out by the Civil Code (Civil Code of the Russian Federation). In this regard, a number of changes are envisaged for the current year (extension of the Ministry of Finance) aimed at equalizing legal force, since in the previous edition. some articles were contrary to other legislative acts.

208 Federal Law Law on Joint Stock Companies 2018

Changes are also expected in terms of convening a shareholder meeting (general), as well as the procedure for repurchasing shares (clarified), incl. large.

Download article-by-article text in Russian

If you need to download online material on a topic ( full content) we recommend using the portal " Russian newspaper"or "consultant plus", where the current version of the laws is always available. The new edition legally comes into force after publication.

If you do not have the opportunity/time/desire to do independent monitoring/analysis, we recommend using the free online consultant service. This option is quite suitable for students who want to write an essay, prepare a report, etc., as well as for those who need urgent advice and clarification.

Federal Law on Joint Stock Companies latest edition

The law is federal and fully defines absolutely everything that in one way or another is related to this species education (direct, indirect).

According to data from Wikipedia, such bills are actively used in a number of friendly countries (former republics of the USSR, for example, Belarus, Tajikistan, Turkmenistan, Kyrgyzstan, Moldova, Uzbekistan).

New states are not inferior, for example, LPR, RK (Republic of Crimea) and in Kyrgyz Republic. In countries near and far abroad, similar practices are also used, for example, in Lithuania, Germany, etc.

It is permissible to translate a document or its separate part/section/clause, as well as the charter into English language(such requirements are put forward by Finland, for example).

Related party transaction

The member of the board of directors or his authorized person/persons (affiliated) directly participates in it. However, it can be canceled in court, since in this option a person can act in the interests of third parties, and not the JSC itself. The issues are regulated by Federal Law No. 14 (Article 45).

Audit committee

Powers: audit of the work of responsible persons (contracts, orders (projects), assets, dividends, work schemes, etc. i.e. legal, financial and economic control). They report on the results only to shareholders.

About the peculiarities of the situation of workers

The labor sphere is fully regulated by the legislation of the Russian Federation, namely, the application of norms is prescribed Labor Code(Labor Code of the Russian Federation) in full compliance.

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