Public and non-public organizations. Public and non-public companies: concepts and characteristics

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 of those enterprises whose shares are publicly traded in accordance with legislative acts on securities Oh. This could be an entry into stock exchanges, an issue for the purpose of generating income, etc. Also, the publicity of one or another joint stock company is determined by the fact that the charter documents state that the organization in one form or another is open. 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 company 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. Speaking more in simple language, 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 valid only if no adjustments to the registration data are required. 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 quite conscientious, has good experience in this field and has been working 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. Property may be contributed as funds to share capital 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 latest editions Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.

Authorized capital public society consists of shares acquired by 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 the age of 18 can become a participant in the PJSC. 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 possible losses for security holders are related to 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 an organizational legal form, public joint stock company or other type, in accordance with the needs of the organization being created. Next you need to prepare everything necessary 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 one or another 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 society with the local tax authority, in which one depends on the city and region in which 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.

Question: Which joint stock companies are public and which are non-public?

Answer: The characteristics of a public joint stock company are established by clause 1 of Article 66.3 of the Civil Code of the Russian Federation.

A joint stock company is public:

The charter and corporate name of which contain an indication that the company is public, even if the company’s shares are not placed by public subscription and are not publicly traded;

whose shares and securities convertible into its shares are publicly placed (through open subscription);

The shares of which and the securities convertible into its shares are publicly traded under the conditions established by securities laws. Moreover, the charter of such a company and its corporate name may not contain an indication that the company is public.

A joint stock company that does not meet the above criteria is considered non-public (clause 2 of Article 66.3 of the Civil Code of the Russian Federation).

Article 7. Federal Law “On JSC”. Public and non-public companies(as amended by Federal Law No. 210-FZ dated June 29, 2015) gives a more complete definition of a public or non-public company.

1. A company can be public or non-public, which is reflected in its charter and corporate name.
2. A public company has the right to place shares and issue-grade securities convertible into its shares through open subscription. Shares of a non-public company and issue-grade securities convertible into its shares cannot be placed through an open subscription or otherwise offered for purchase to an unlimited number of persons.
3. .............................................................................................................................................

In total, we can conclude that the following can be recognized as a public joint stock company:

1. JSC, the charter and name of which indicate this (voluntary publicity). There were no requirements for making such changes to the company’s charter until July 1, 2015.

2. A joint stock company whose shares are publicly placed (by open subscription) or have been placed (clause 1 of the Letter of the Central Bank of the Russian Federation dated August 18, 2014 No. 06 - 52/6680).

3. A joint stock company whose shares are publicly traded (at organized auctions or by offering to an unlimited number of persons) or have been circulated (clause 1 of the Letter of the Central Bank of the Russian Federation dated August 18, 2014 No. 06 - 52/6680).
4. A joint stock company whose shares are/were publicly traded. Public circulation means, inter alia, the sale of shares during privatization in ways that presupposed the participation of an unlimited number of acquirers, for example, sales to:
- auction;
- commercial competition;
- investment competition (bidding);
- specialized auction;
- specialized check auction.
To qualify as a public company, it is necessary that at least one transaction takes place during trading. If the privatization plan provided for sale to an unlimited number of persons, but according to the results of the auction not a single deal was concluded, then there is no sign of publicity. Public circulation means circulation carried out only in accordance with securities legislation. Those. not taken into account:
- sale at auction during enforcement proceedings;
- sale at auction during bankruptcy proceedings, etc.

12.10.2018

Despite the fact that the rules on public and non-public companies have been in effect for more than three years, our readers often ask about which societies are public and which are not, and what are the main differences between them. Our new article will answer these questions and allow you to more fully understand this problem.

Definition of concepts. Main distinguishing features

The concepts of both public and non-public companies are given in the Civil Code of the Russian Federation and in the law on joint stock companies. If we analyze the articles of the above regulations, we can draw the following conclusions.

Public joint stock company (hereinafter - PJSC)- this is a legal entity created for profit-making, with an indication in the Charter of its publicity, with a capital of at least 100,000 rubles, consisting of the par value of shares (and securities convertible into shares), placed through open subscription and freely traded on the market securities.

Unlike him, non-public company- is a legal entity created for profit-making, with an authorized capital of at least 10,000 rubles, consisting of the par value of shares or shares that are not subject to free placement and circulation on the market.

Many lawyers argue that the main difference between the two forms is the possibility of free circulation on the market of shares (and shares) of a legal entity. All other signs are secondary . Indeed, even tomorrow the state can increase the authorized capital of a non-public company to 500,000 rubles, and a public company to 1,000,000. However, it will never change order of application shares or shares. Therefore, it is precisely this (that is, order) that is the watershed along which the main difference between a public society and a non-public one passes.

At the same time, judicial practice tells us about another important detail. The law and arbitration believe that if a company does not have all the signs of publicity, but at the same time it has changed the Charter and indicated this fact in it, then it is still a PJSC. Thus, one Far Eastern company registered a new Charter and became a public company. However, it did not register the issue prospectus and did not even begin to prepare shares for the market. However, the Central Bank of the Russian Federation immediately brought the organization to justice for violating information disclosure rules. The company appealed this decision in court, but the arbitration upheld the regulator's decision. When issuing a judicial act, the arbitration court explained that, despite the lack of signs of publicity, the legal entity still became a PJSC from the moment it was indicated this fact in the Charter. Even if it didn’t release the paper. (Solution Arbitration Court Sakhalin region in case No. A59-3538/2017 dated November 9, 2017). Thus, the main sign of the publicity of a legal entity is still direct indication on him in the Charter.

Characteristics of a non-public company

An essential feature similar shape The organization of a company is considered to be the absence of free circulation of shares or shares on the market, as well as references in the Charter to publicity. The owner of securities or shares cannot sell them whenever he wants and to whomever he wants. He must first notify his partners (and the company itself) about such an operation and offer them his package or share. Accordingly, these securities and shares cannot be placed on the stock exchange. Failure to comply with this principle will lead to the transaction being challenged in arbitration.

Thus, the owner of shares in a non-public joint stock company, which is a fishing enterprise, decided to part with his papers. According to the law and the Charter, he was required to notify his company of his desire to sell the shares. However, the subject acted differently. He placed an advertisement on a local TV channel for the sale of 158 of his securities. Other co-owners of the joint-stock company saw this announcement and immediately turned to the company’s management with a question: why is the pre-emptive right when purchasing shares violated? The management of the legal entity, in turn, just threw up its hands - for lately None of the owners contacted the JSC to sell their shares. Then the co-owners turned to the registrar and found out that one of their partners had secretly sold the package to a third party. Naturally, the indignant shareholders went to court, which declared the transaction illegal and transferred the rights and obligations of the acquirers to the co-owners. (Decision of the Arbitration Court Kamchatka region in case No. A24-5773/2017 dated December 18, 2017).

Further, an organization of this type can function without a Board of Directors (BoD) at all. Moreover, after 2015, when many joint-stock companies moved into this category, they gladly liquidated the board of directors due to “their complete inefficiency and high costs,” and redistributed the functions of these structures among other bodies of the legal entity. (Decision of the Arbitration Court Novosibirsk region in case No. A45-18943/2015 dated October 23, 2015). Well, one can argue about inefficiency, of course, but the costs of maintaining the Soviets are really very high.

Next important point is that when the number of securities holders does not exceed 50 people, the company has the right not to fully disclose information about itself. On the other hand, if the number of shareholders exceeds this figure, then the organization is simply obliged to publish its accounting and annual reports to the public. Failure to comply with this requirement leads to the fact that the management of the Central Bank of the Russian Federation immediately issues an order to the violator and demands compliance with the law. (Decision of the Arbitration Court of the Nizhny Novgorod Region in case No. A43-40794/2017 dated January 24, 2018).

Taking into account the closed nature of the company, its size, as well as the lack of free circulation of shares on the market, the legislator allowed non-public companies to involve not only a registrar, but also a notary as a counting commission. Such “liberty” is strictly prohibited in PJSC.

Further, a certain “closedness” of the NAO also affects the procedure for purchasing securities. Thus, if a PJSC is subject to requirements regarding compliance with the procedure for mandatory and voluntary offers to co-owners when purchasing large blocks of shares (more than 30%), then such rules do not apply to a non-public company. Buyers of its assets are not limited to such additional procedures. At the same time, the legislator established that the general meeting and the Charter of the NAO can, in principle, limit the number of shares owned by one owner. In turn (as we will see below), this rule is no longer applicable to PJSC.

Main characteristics of PJSC

As we said above, the main feature of a PJSC is the reference to this form in the Charter and the free circulation of shares on the market. However, in addition to these signs, there are others.

For example, vote counting and, in general, the duties of the counting commission in a PJSC are performed only by a registrar with a license. No notary can replace him. To do this, he appoints a representative who is present at the meeting, counts the votes and certifies the decisions. (Decision of the Arbitration Court of the Voronezh Region in case No. A14-16556/2017 dated November 22, 2017). The absence of a registrar automatically leads to the invalidity of the meeting.

Next, the entity that has purchased more than 30% of the voting shares must send a mandatory offer to the co-owners to purchase such securities from them. If this requirement is not met, the Territorial Administration of the Central Bank of the Russian Federation issues an order to eliminate the violation of the law. (Decision of the Arbitration Court of St. Petersburg in case No. A56-37000/2016 dated November 1, 2016). For a non-public company there is no such requirement.

Next characteristic feature a public company is required to have a Board of Directors. Moreover, it must include at least 5 people. As we said above, a non-public legal entity has the right to refuse this structure. The law does not prevent this.

In addition, unlike NJSC, the legislator categorically prohibits limiting the number of shares owned by the owner in a PJSC. Thus, in one of the Moscow public companies, the general meeting limited the number of shares that could be in the hands of one owner. This was done in order to prevent the municipal body from concentrating a controlling stake in the securities. However, the arbitration invalidated the provision of the Charter that enshrines this requirement and declared such a decision of the meeting illegal. (Decision of the Moscow Arbitration Court in case No. A40-156079/16-57-890 dated June 14, 2017).

Additional differences arising from organizational and legal forms

When characterizing public and non-public companies, many legal researchers face certain difficulties. The latter are caused by the fact that the legislator (one might say generously and not always systematically!) “scattered” them across the Civil Code of the Russian Federation and the law on joint-stock companies. At the same time, he often gave preference to reference or binding norms. For example, having defined the concept of a public organization, he immediately indicated that if an LLC or JSC does not have the characteristics of such a legal entity, then it is considered non-public. Therefore, it is necessary to look for in the text of laws every article containing a mandatory requirement for one organizational and legal form and, on its basis, to derive the opposite possibility for another.

For example, the Civil Code of the Russian Federation (Article 97) clearly states that a PJSC cannot give the General Meeting the authority to resolve issues that (by law) must be resolved by other bodies of the company. And from this it follows that a non-public company, in turn, has the right to do this.

Or another example, the Civil Code of the Russian Federation prohibits a public company from placing preferred securities below the nominal price of ordinary shares. However, he does not say anything about NAO. Therefore, she has every right to such an operation.

If we carefully analyze other similar norms, we can come to the conclusion that, in general, they provide additional opportunities for non-public companies. The main ones include the right of a shareholder to demand the exclusion of another co-owner from the Company if he violates the charter, the possibility of the existence of several types of preferred shares intended for voting on certain issues, and even the possibility of the General Meeting making a decision on issues not listed on the agenda, if All shareholders were present. Such “freedom” in PJSC is unthinkable.

General Features

Along with the differences between NAO and PAO, there are a number of common features. Thus, the rights of subjects to receive dividends, participate in management and to property after the liquidation of the company are confirmed by their shares. In addition, companies may have several directors acting jointly or independently of each other. In the latter case, information about this must be entered into the Unified State Register of Legal Entities.

Further, participants in both public and non-public companies have the right to enter into a corporate agreement or shareholder agreement. According to the specified document, the owners of the company agree to carry out in a certain way your rights or refuse to use them. However, the terms of such an agreement should not contradict the law.

The next feature that PJSC and NJSC have in common is the obligation to use the services of a registrar. By the way, it was precisely this requirement that forced many owners in 2015-2018 to abandon running a business as a JSC and re-register it as an LLC.

In addition, PJSC and non-public companies can apply to the Central Bank of the Russian Federation with a request to generally exempt them from the obligation to publicly disclose information (Article 92.1 of the JSC Law).

LLC - non-public company

If you carefully read the articles of various experts regarding public and non-public companies, you can come to the conclusion that almost all of them talk only about NJSC and PJSC. That is, about joint stock companies. At the same time, the authors diligently avoid the issue of LLC, although the legislator classified this organizational and legal form to non-public companies. The answer lies on the surface. A share is still a security, and a share is a kind of symbiosis of property and non-property rights, as well as the obligations of an LLC participant, expressed in monetary and percentage terms. Accordingly, their legal characteristics and turnover vary significantly. And in this case, the researcher is at a loss, because many of the signs characteristic of NAO are not applicable to LLC at all. For example, he has no obligation to enter into an agreement with the registrar and transfer the register of owners to him for maintenance, much less to him all norms regulating the legal status of shares do not apply.

Further, the LLC may indicate in the Charter that its decisions are confirmed by simple signatures of the participants. But in any case, the NAO must invite a registrar or notary to the meeting. So study legal status LLC, as a non-public company, deserves a separate article.

Brief conclusions

Let us now summarize some results. First of all, the legislator listed in some detail the characteristics of public and non-public companies. However, at the same time, he “scattered” the norms under the Civil Code of the Russian Federation and the law on joint stock companies, which seriously complicated them comprehensive analysis. However, he could not do otherwise. Novels were introduced, after all, not for theoretical researchers, but for practical application. On the other hand, corporate lawyers must now have remarkable knowledge in this area in order to skillfully apply new articles and accidentally prevent violations of the law.

Further, by characterizing public and non-public companies, the authors of the bill introduced some confusion into the theory of legal entities. Thus, without mentioning such a function of a legal entity as “making a profit” and classifying LLCs as non-public companies, they made it possible to put forward assumptions that even non-profit organizations may belong to this category.

In addition, by introducing the term “public”, the legislator actually created new organizational and legal form - PJSC . On the other hand, his antonym - “non-public” led to the emergence of a joint-stock company (not even a non-public joint-stock company!) instead of a closed joint-stock company, but did not at all change the organizational and legal form of the LLC. It was an LLC and remains so. This contradiction has already led to disputes among legal scholars regarding the legal essence of these terms.

In general, let us emphasize once again: corporate and joint stock legislation is becoming more complicated every year. Therefore, we strongly advise our readers, if questions arise in this area, to use the help of only qualified specialists specializing in this area. This will ultimately avoid many problems.

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 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 the list is not complete.

Table: Comparative characteristics of PJSC and NJSC

Indicators for comparative analysis
Name	Availability of the name in Russian, mandatory mention of publicity	Availability of the name in Russian, with the obligatory indication of the form
Minimum allowable amount of authorized capital		10,000 rub.
Allowed number of shareholders	Minimum 1, maximum not limited by law	Minimum 1, maximum not limited by law
Availability of the right to conduct an open subscription for the placement of shares	Available	Absent
Possibility of public circulation of shares and securities	Maybe	Does not have such right
Presence of a board of directors or supervisory board	Availability is required	Allowed not to create if there are no more than 50 shareholders

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 it is worth turning 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 describes in detail all 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

The main body for carrying out management activities in a PJSC 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 the 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 accepts everything important decisions about the activities of the 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 legislation European countries. Usually this is:

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;
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 sorts 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;
The total price for shares owned by all shareholders is established.

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 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 an independent assessment, it 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 companies includes public and non-public public organizations carrying 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, many changes have occurred in corporate law. 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.