Hello! If we talk in simple language, joint stock company– this 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 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 large number their shares to the market, 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;
• 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;
• 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 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 organizations engaged in commercial activities, in which the authorized capital consists of 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 inspections 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 find 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.

Federal law 05.05.2014 N 99-FZ significant changes were made to corporate legislation. Some of the changes affected general provisions O legal entities ah, in particular, the organizational and legal forms of legal entities and their classification have changed.

Commercial organizations that pursue profit as the main goal of their activities are divided into:

— Economic societies
— Public societies.
— Non-public companies

Abolished (not created and cannot be registered):
— companies with additional liability;
- types of joint stock companies - open and closed.
Business partnerships
- general partnership
- limited partnership (limited partnership)

— business partnerships

- production cooperatives

This law introduces the concepts of public and non-public companies. The purpose of this division is to establish different regimes for regulating intra-corporate relations for companies that differ in the number of participants and the nature of the turnover of participation rights in them (shares and shares in the authorized capital of LLC).

This division is carried out only among business entities, that is, LLC, JSC and does not affect other forms of commercial corporate legal entities (for example, business partnerships).

A joint stock company is recognized as public if its shares and securities convertible into its shares are publicly placed (by open subscription) or publicly traded under the conditions established by securities laws (Clause 1, Article 66.3 of the Civil Code of the Russian Federation).

The rules on public companies also apply to joint stock companies, the charter and company name of which indicate that the company is public.

Non-public companies are.
1. Limited liability company;
2. Joint stock company:
- the charter and company name of which do not indicate that the company is public;
- whose shares and securities convertible into its shares are not publicly offered (by open subscription) or publicly traded under the conditions established by securities laws.
3. Company with additional liability.

As of September 1, 2014, additional liability companies are abolished. For such companies created before this date, the provisions of Chapter 4 of the Civil Code of the Russian Federation in the new edition on limited liability companies are applied. Accordingly, such companies should also be treated as non-public companies.

Thus, from September 1, 2014, the division of joint stock companies into closed and open is abolished. JSC of these types now. cannot be created.

Taking into account the new requirements, business names of business entities will have to have next view:
— public joint-stock company — “Public Joint-Stock Company “Armais”;
- non-public joint stock company - "Joint Stock Company "Armais";
- limited liability company - "Limited liability company "Armais".

At the same time, companies retain the right to have an abbreviated company name.

Unlike a public company, a non-public company should not reflect its non-public status in its corporate name. There will be a “public joint stock company” and simply a “joint stock company”.

From September 1, 2014:
— the provisions of the Law on JSCs governing JSCs apply to public joint-stock companies to the extent that does not contradict the Civil Code as amended;
— the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended) on joint-stock companies apply to closed joint-stock companies. The provisions of the JSC Law on Closed Joint Stock Companies apply to such companies until the first amendment to their charters.

Until September 1, 2014, the main classification criterion for dividing joint stock companies into open and closed was the number of shareholders (50 or less for closed ones and more than 50 for open ones).

Thus, the main criterion for dividing into public and non-public joint stock companies is the public offering of shares, securities convertible into shares (the right to place them publicly), or their public circulation on established conditions.

There are no requirements for the maximum number of non-public shareholders, as well as public JSCs, so it can be anything. The requirement remains that a joint stock company must have at least one shareholder, who in turn cannot be another business company consisting of one person, unless otherwise provided by law.

For an LLC, the requirement for maximum quantity participants (no more than 50) remains, otherwise it is subject to transformation into a joint stock company within a year, and after this period - liquidation judicial procedure, if the number of its participants does not decrease to the specified limit. The requirement for the type of joint-stock company into which the LLC must be transformed has been removed since September 1, 2014. In such a situation, the LLC itself will be able to determine whether it will be a public or non-public JSC in compliance with the requirements for the public offering of shares and securities convertible into shares.

Also, for an LLC, the requirements for at least one participant and the impossibility of having another business company consisting of one person as the sole participant of the LLC remain in force.

Non-public joint stock companies, as entities that do not have the right to publicly place their shares, other securities convertible into shares, are close in this to closed joint-stock companies, and public companies are close to open joint-stock companies in this.

However, this does not mean that an OJSC will necessarily be equated to a public JSC. Only those JSCs that meet the criteria of a public JSC will be recognized as public. For example, if the shares of an OJSC were placed only upon its establishment by private subscription and were not placed publicly, then such a company will be non-public, but otherwise may be established by its charter.
A non-public JSC (including one created before September 1, 2014 as a CJSC), regardless of the number of its shareholders, can acquire the status of a public JSC by indicating in its corporate name that the company is public and making Unified State Register of Legal Entities information about such a company name.

In general, the legislative requirements for the activities of public companies are more stringent than for the activities of non-public companies, in relation to which the legislator allows more flexibility in regulation, for example, on issues of management in companies. The establishment of more stringent requirements for public companies is primarily due to the fact that their activities affect property interests large number shareholders and other persons.

Freedom of internal self-organization of non-public societies

The activities of non-public companies, to a greater extent than public ones, are regulated by dispositive norms of legislation, which provide the participants of the corporation with the opportunity to determine the rules of their relationship themselves.

The ability to independently determine the list of public bodies. The Civil Code divides corporate bodies into two main groups: bodies that must be formed in all corporations, and bodies that are formed in certain types of corporations in cases provided for by law or the charter of the corporation itself.

Mandatory bodies include the general meeting of participants (the highest body of any corporation) and the sole executive body (director, general manager etc.). And the bodies that are formed only in cases provided for by the Civil Code, other laws or the charter of the corporation include: a collegial executive body (board, directorate, etc.), a collegial management body (supervisory or other board), which controls the activities of executive bodies of the corporation and performs other functions, as well as the audit commission. For a public society, in accordance with the law, the formation of most of these bodies is mandatory (only the need to form a collegial executive body is left to the discretion of the society itself), while for non-public company The formation of only two corporate bodies is mandatory, and the rest are optional.

Formation of a collegial management body and audit commission

The Civil Code allows that the formation of a collegial governing body may be provided for not only by the charter, but also by law.

In accordance with the current Federal Law dated 02/08/98 No. 14FZ “On PAs”, in an LLC the formation of a board of directors (supervisory board) and an audit commission occurs at the discretion of the company’s participants. Considering that the new edition of the Civil Code also does not require non-public companies to create a collegial management body, by virtue of paragraph 4 of Article 65.3 of the Civil Code of the Russian Federation, this body is optional for limited liability companies (by law, its creation is not mandatory, but may be provided for by the charter). As for the audit commission (auditor), according to the new edition of the Civil Code, limited liability companies are subject to the same rule as non-public joint stock companies: the charter can include provisions on the absence of an audit commission in the company or on its creation exclusively in cases provided for by the charter.

By decision of the participants (founders) of a non-public company, adopted unanimously, the following provisions may be included in the company’s charter:
- on assigning the functions of the collegial executive body of the company to the collegial management body of the company (clause 4 of Article 65.3) in whole or in part, or on refusing to create a collegial executive body if its functions are carried out by the specified collegial management body;
- on the transfer to the sole executive body of the company of the functions of the collegial executive body of the company (clause 3 of Article 66.3 of the Civil Code of the Russian Federation).

These options are designed for the case when a company has simultaneously created a collegial governing body (supervisory or other board) and a collegial executive body (board, directorate), and then the collegial executive body is liquidated. In this case, the question arises: should its competence be transferred in full to the sole executive body or can it be fully or partially transferred to a collegial management body? The new edition of the Civil Code allows for both options. Participants in a non-public company have the right to independently decide how to distribute the powers of the liquidated collegial executive body. Obviously, if such a body did not exist in society initially, then the problem of distributing its functions and competence does not arise (accordingly, subparagraphs 2 and 3 of paragraph 3 of Article 66.3 of the Civil Code of the Russian Federation do not apply to these situations).

Freedom of self-organization of non-public societies is the result of a compromise of all its participants
The freedom of internal corporate self-organization of non-public companies is opposed by the principle of unanimity of all participants of a non-public company in the implementation of dispositions provided by law.
The use of dispositive norms entails a potential threat that the dominant participants in society will impose on weaker non-controlling participants such rules of internal corporate relations that will entail non-compliance with the interests of the latter. To prevent such negative consequences The legislation establishes the conditions for the application of dispositive norms. One of them is the principle of consensus (unanimity of all participants in society) in the implementation of dispositions provided for by law. Its essence is that a deviation from certain dispositive norms of legislation and the establishment of a different rule in the charter of a non-public company is possible only if the corresponding decision is made unanimously by all participants of the company. Thus, non-controlling participants can block the introduction in society of rules that are disadvantageous to them at the request of the dominant participants.

This mechanism is borrowed from legal regulation LLC activities, since Law No. 14-FZ has always contained such a limiter for the imposition of certain decisions by dominant participants on non-controlling participants. This was unusual for joint-stock companies. But the new edition unifies the regime of dispositive legal regulation of all non-public companies (LLC and non-public joint-stock companies), therefore non-public joint-stock companies will also be able to deviate from dispositive norms only on the basis of unanimity.

Using the principle of unanimity when implementing dispositive norms has its drawbacks. This creates excessive protection of the interests of non-controlling participants (shareholders), narrowing the possibilities for intracorporate self-organization. It is obvious that unanimity of all participants in society can be achieved only with a limited number of them and the actual participation of each of them in decision-making. A non-public company with several dozen participants (shareholders), especially if among them there are “ dead souls", is unlikely to be able to take advantage of the freedom of internal corporate self-organization simply because of the impossibility of achieving unanimity of all participants (shareholders).
In this regard, it is worth recalling another mechanism for ensuring a balance of interests of controlling and non-controlling participants, namely compensation payments to the non-controlling minority. According to current laws No. 208-FZ and No. 14-FZ, this mechanism is used when making particularly significant decisions that change the conditions of participation in the company (decisions on the approval of major transactions, reorganization of the company, amendments to the charter that reduce the scope of rights of participants, etc.). p.). For such events, the decision of the overwhelming majority of participants (shareholders) is sufficient, therefore, the participants of the company who do not support this decision(this is objectively a minority), the legislation provides the right to make a demand for the redemption of their shares (shares), that is, to leave the company.

Taking this into account, in the event that it is impossible to reach a unanimous decision regarding the establishment in society of certain deviations from the dispositive rules of legislation, an effective way out of the problem would be to expand the scope of application of compensation payments. Then the dissenting minority will have the right to demand that the controlling participants buy back their shares (shares), and the remaining participants will be able to make the necessary unanimous decision.

Another area to which they apply different rules depending on the publicity or non-publicity of the company, this is the procedure for certifying the persons participating in the general meeting of participants (shareholders) and the decisions made by the meeting.

The further fate of the company

In connection with the division of JSC into public and non-public, a natural question arises about the fate of the JSC. There is no revolution happening with them. Although this type of joint stock company is not provided for in the new edition of Chapter 4 of the Civil Code, it does not prohibit the use of a mechanism in a non-public joint stock company, which is the main feature closed societies, namely control of the personal composition of participants (preemptive right to acquire shares alienated by individual shareholders to third parties). The ban on the use of this mechanism is established only in relation to public companies; therefore, it does not apply to non-public companies. It’s just that if earlier this mechanism was mandatory (imperative) for closed joint stock companies, now, due to the disappearance of this type of joint stock company from the legislation, this mechanism is turning into a right of choice for non-public companies. That is, this mechanism can be used at the discretion of shareholders of non-public joint stock companies. To do this, it must be included in the charter, and it is enough for the former closed joint stock companies to keep it in the charter.

Removing the word “closed” from the corporate name of a joint-stock company does not prevent the application of the pre-emptive right to purchase shares if the company meets the criteria of a non-public company.

But the following circumstance must be taken into account. According to paragraph 9 of Article 3 of Law No. 99-FZ, from September 1, 2014, the norms of the new edition of the Civil Code on joint-stock companies are applied to CJSCs. And the special provisions of Law No. 208-FZ on CJSCs apply to such companies until the first change in their charters. This means that as soon as the company removes the word “closed” from its corporate name, it will not be able to rely on the provisions of Law No. 208-FZ regulating the activities of the company. In particular, those provisions of Law No. 208-FZ that regulate the procedure for exercising the pre-emptive right to purchase shares will no longer apply to him. Therefore, the procedure for exercising this right now needs to be specified in the charter (if it does not contain relevant provisions). To do this, it is not necessary to duplicate the relevant provisions of Law No. 208-FZ in the charter, given that they will still lose force for society. Any reasonable procedure for exercising the pre-emptive right can be envisaged.

Former JSCs that fall into the category of non-public companies will also be able to exercise the pre-emptive right to purchase shares if they include the corresponding provisions in the charter. The inclusion in the charter of a non-public joint stock company of norms on the pre-emptive right or the establishment of a special procedure for the exercise of this right is carried out by a majority of ¾ votes of the meeting participants

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The concept and characteristics of a public society

Public and non-public societies are organized and operate in accordance with the law.

The activities of organizations are regulated by regulations and provisions of the Civil Code Russian Federation.

The division into public and non-public companies became relevant after the adoption of changes to legislation in 2014.

The main differences between public and non-public companies concern manipulation of shares.

A public company is a form of functioning of a legal entity, which implies the free circulation of company shares on the market. Shareholders, members of the company, have the right to alienate shares that belong to them.

Characteristic features of a public society:

• Shares are traded freely on the market.
• There is no need to open a savings account.
• No need to deposit before registration cash to form the authorized capital.
• There are no restrictions on the number of shareholders.
• Investment processes are transparent and public.

The governing body of the company is the meeting of shareholders. The meeting can make decisions and regulate the activities of the company within the framework provided by the law.

The competence of the meeting of shareholders includes important issues of the activities of a legal entity. Current management is carried out by the director or directorate, who are the executive branch of the company.

The board of directors also has the right to resolve all issues, with the exception of problems within the competence of the meeting of shareholders.

The audit commission performs the control function.

Feature: members of the board of directors cannot be members of the audit committee.

A meeting of the company's shareholders is held annually - the dates must be specified in the charter document of the organization.

The concept and characteristics of a non-public company

Non-public company is a form of organization of a legal entity, distinctive feature which is the lack of possibility of free alienation of shares. Shares are distributed only among the founders.

Signs and features of a non-public company:

• Limited number of society members (the number should not exceed 50).
• Capital can be money, securities, property.
• The closed nature of the distribution of shares.
• There is no indication of the public nature of the company in the charter document.
• A restriction on the authorized capital has been introduced - no less than 10,000 rubles.
• Shares cannot be listed on stock exchanges.

The registrar maintains the register of company participants. Shareholder decisions must be confirmed by a registrar or notary.

Features of public and non-public companies

Features of the activities of public and non-public companies are determined by legal norms.

The main law regulating the activities of legal entities is the Civil Code.

Recent changes in legislation concern the organization and features of the work of societies:

• Decisions made by members of the society must necessarily be confirmed by a registrar or notary - thus, the procedure has become more complicated, since before the introduction of such changes confirmation was not mandatory.
• A provision has been introduced requiring an annual audit.
• Liquidation of this legal entity is impossible if the company has not paid all obligations to creditors.
• If a reorganization is carried out, it is necessary to fix all the changes in the transfer deed - without this, it is impossible to transfer rights and obligations to the legal successor.
• One organization, by law, can have several directors.
• When registering, do members of the company have to pay? authorized capital, the remaining amount - within a year after the date of official registration.
• If capital is contributed not by money, but by property, it is necessary to use the services of an independent property appraiser. Capital can be formed by securities.
• Financial responsibility lies with the managers - if necessary, creditors can demand that the manager cover losses.

Charter of the company, list of provisions that may be included in it

The charter of the company is the main document on which the activities of the partnership are based, has a normative nature and determines the features of the functioning of the legal entity.

The provisions of the document are accepted by shareholders upon registration of the company.

The document must indicate the norms and rules of internal and external relations of the company.

The Charter contains a general and a special part.

The first contains general provisions of activity and their relationship with the laws of the state.

The special part reflects individual characteristics and signs of activity of a legal entity, therefore this part cannot be identical for two different societies.

The text of the document must indicate:

• Name of the organization.
• Address/Metro of registration of the company.
• Type of legal entity.
• Features of the organization's capital.
• Rights of society participants.
• Features and controls.
• Responsibility of participants.

The charter must reflect the specifics of electing the audit commission, holding shareholder meetings, and paying income on shares.

Concept and functions of a corporate agreement

Corporate agreement (agreement) - characteristic feature economic society. For the legal field of the Russian Federation, this documentation is an innovation. The purpose of signing a corporate agreement is to fix an agreement on the implementation of certain corporate rights.

The text of the agreement may indicate actions and methods for exercising corporate rights by legal means. Participants of a company who have decided to enter into a corporate agreement must notify the company of which they are members.

A corporate agreement is concluded between members of an organization and represents the interests of this category of participants of a legal entity.

Information presented in the contract is publicly available if we're talking about about public societies. In non-public companies, the information specified in the contract is confidential - this is an important feature of this type of company.

The information specified in the corporate agreement can expand and clarify the provisions of the organization's charter.

The parties to the agreement, by signing of this document, can regulate certain aspects of managing the organization, exercise rights or refuse to exercise them, in certain circumstances.

Participants may, in accordance with the agreement, acquire or alienate shares of the authorized capital. The provisions of the agreement must not contradict the law.

A corporate agreement cannot:

• Force a participant to vote in a certain way;
• Determine or change the structure and features of management of a legal entity;
• Change the competence of functional units of a legal entity, whose functions are defined by the constituent documents;
• Create certain obligations for persons who did not participate in signing the document;
• Disclose the information contained in the document, unless otherwise permitted by law.

The presence of contradictions between the text of the agreement and the charter of the company does not make the agreement invalid.

Also, the validity of the contract is not interrupted if one of the parties withdraws from this agreement and terminates the right of a party to the contract.

If all participants of the company are members of the corporate agreement, a decision that contradicts its provisions may be declared invalid.

An important feature of the document is that it is drawn up in writing and must be signed by the parties to this agreement.

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Types of joint stock companies

Comparison Public and non-public joint stock companies

Doner 12/20/2018 21:24

Good afternoon The main difference is the different placement and circulation of shares. PJSC: all of its securities and shares are offered by public offering and are publicly traded in accordance with applicable securities laws. NAO: operate closed, their shares or securities cannot be placed by public subscription, since they are not publicly traded. Minimum authorized capital PJSC: 100 thousand rubles. NAO: 10 thousand rubles. Differences in controls PJSC: A board of directors (collegial management body) must be assembled, which includes at least 5 members. At the general meeting, only those issues that fall within its competence in accordance with the law are discussed. It is impossible to delegate certain powers of the general meeting to the board of directors. NAO: it is not necessary to assemble a board of directors. If it is created, it can assume all the functions of the board. The General Meeting is able to independently resolve issues that are not provided for by law. However, it is better to spell this out in the charter in advance. If any issues relate to the competence of the general meeting, they can be referred to the board of directors. Scope of Disclosure PJSC: they must disclose the information in full, plus they do not have the right to hide the content of the corporate agreement. NAO: are not required to disclose information or may provide it incompletely. The importance of confirming the adoption of a certain decision by shareholders, and is it necessary to indicate which shareholders were present? PJSC: information can only be confirmed by the holder of the register, just like the composition of shareholders. NAO: The registry holder can also confirm the information, but his duties can be delegated to a notary. Who usually gives consent to the alienation of a block of shares? PJSC: No one’s consent is needed, and it is also impossible to establish a rule that it must be obtained. NAO: No one's consent is required. But sometimes, the charter contains information about obtaining the consent of certain shareholders or the company to alienate shares. Who has the right to purchase shares? PJSC: shareholders cannot receive any preference to purchase shares. But there are exceptions - this right applies to additionally issued shares, as well as securities convertible into shares. NAO: provides in advance in its own charter the rights of shareholders, incl. for the purchase of shares if they are sold by other shareholders. What is the purpose of limiting the number of shares a particular shareholder owns? Do such shares have a par value, and is the maximum number of votes granted to one shareholder taken into account? PJSC: All of the above restrictions are absent. NAO: Some of the restrictions can be prescribed in the charter, taking into account the decision of the shareholders, which they made unanimously. What determines the name of a joint stock company? PJSC: It is impossible to do without the word “public”; accordingly, the abbreviated name of the company will begin with the word “PJSC”. NAO: The concept of “non-public” is not specified, it is not added anywhere, that is, you can get by with the phrase “JSC”. How is the placement of preferred shares carried out? PJSC: You cannot issue any preferred shares if their price is lower than the price of ordinary shares. NAO: on the contrary, they are able to place preferred shares if their price is less than ordinary ones.

Dubrovina Svetlana Borisovna 21.12.2018 14:31

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Zakharova Elena Alexandrovna 22.12.2018 10:00

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The familiar abbreviation OJSC began to fade into oblivion - according to Federal Law No. 99 of 05/05/14, this organization is being replaced by public joint-stock companies. It’s worth figuring out whether there are differences between OJSC and PJSC, what are the characteristic features of this form of organization of activity, and who can now become a shareholder. And today we will talk about the number of participants in a public joint-stock company, governing bodies, as well as how to open a public joint-stock company (it).

Public joint stock company as a type of legal entity

Concept and essence

In fact, a PJSC is a complete analogue of an open joint-stock company - now it is a more specific form of organizing activities, indicating the degree of publicity.

PJSC (Public Joint Stock Company) may differ:

1. Choice of activity.
2. Number of shareholders.
3. Management organization.

In all other cases, all PAOs have similar features. The features that characterize a public joint stock company are quite specific and cannot be confused with other forms of organizing activities.

Read about the joint stock company below.

The video below talks about how joint stock companies are being replaced by PJSCs and similar organizations:

Features

The first thing that distinguishes a PJSC from and several other forms of organization of activities is the presence of shares. At the same time, it also has them, but here PJSC has its own characteristics.

Two characteristic features PJSC:

1. Free sale of shares.
2. Unlimited number of shareholders.

A public joint stock company (PJSC) also has its pros and cons:

The disadvantages of this form are liability for obligations with personal property for the debts of the joint-stock company and the need for an external audit of activities every year. It is important to know that personal liability directly depends on the size of the shareholding.

This form of organization has much more advantages - in fact, any shareholder is a co-owner of the business. Anyone can become a member of a PJSC with small investments, without having any entrepreneurial skills.

For the main initiators of the creation of a public joint stock company, this approach to organizing activities makes it possible to attract additional material resources, maximizing the chances of successful development of the enterprise.

A public joint stock company is somewhat different from other forms of entrepreneurship in its management bodies. Such companies now have additional opportunities.

Controls

The supreme governing body is the general meeting of shareholders. In PJSC their meetings are now forced to be attended by registrars or notaries. Depending on the type of activity, the size of the company and the presence of subsidiaries, a different structure of management bodies is possible.

The basis of the management structure looks like this:

• General Meeting of Shareholders
• Supervisory Board (Directors)
• General manager
• Executive Directorate
• Audit Commission.

The structure can be more ramified - several directors are legally allowed. It is also possible for legal entities to participate in the management bodies.

Currently, the number of members of a collegial governing body cannot be less than five. All members of the board cannot participate with their shares during decision-making at the general meeting of PJSC participants. These aspects are usually reflected in the constituent documents.

Read below about the constituent documents of a public joint stock company, the number, composition and responsibility of participants.

A specialist will tell you about PJSC registration in the video below:

Constituent documents and participants

The documents of the PJSC and its corporate name legislate the need to indicate the publicity of the organization. The main constituent document of a PJSC is the charter of the organization, which defines the full and abbreviated name of the company, the rights of shareholders, the size of the authorized capital, the management structure and much more.

Previously, the opportunity for preemptive acquisition of shares by persons who were already their holders was available to OJSC participants. Public joint stock companies are now guided only by federal laws; now they cannot provide for such purchase features in their charters. This gives anyone the opportunity to purchase shares without regard to existing shareholders.

Shareholders of PJSC have the same rights as participants of open joint-stock companies. This does not depend on the size of the shareholding. They can:

• Receive dividends
• Study a number of documents
• Be part of the governing bodies
• Manage your own shares
• Participate in the general meeting of shareholders
• In the event of liquidation of the PJSC, claim part of the property.

At the same time, the participants also have responsibility - the debts of the PJSC apply to its participants according to the volume of their shareholding. Members of the organization are responsible with their personal funds if the property of the PJSC is not enough to pay off debt obligations. At the same time, the personal obligations of shareholders do not play a role for the joint-stock company; the PJSC is not responsible for the debts of its participants.

Read below about the minimum authorized capital of a public joint stock company.

Capital Formation

The capital of the PJSC is provided by its shareholders in different proportional shares. For a public joint stock company, the minimum authorized capital is set at 100,000 rubles. Property contributions are also acceptable - their value is determined by an independent appraiser.

According to changes from 2014, now 3/4 of the authorized capital must be paid before registering a PJSC. The rest is due throughout the year.

The public joint stock company replaced the OJSC. In this organizational form new nuances have appeared in the activity, but the principle remains the same - shareholders form capital, have voting rights and the opportunity to receive dividends. They also retained responsibility for repaying the debt obligations of the joint-stock company. The management structure has the opportunity to branch out, and the openness of data has become even more public.

Until the full amount of the authorized capital is paid, it is impossible for a PJSC to organize open sale their shares.

This video will tell you what joint-stock companies can hide:

Public and non-public companies as subjects of business law

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

1. This form of legal entity, such as a closed joint stock company, has now been abolished.

2. All business entities are divided into public and non-public companies.

What are public and non-public joint stock companies

Public joint stock company is considered public if its shares and securities publicly posted or circulated on the securities market. A joint stock company is also considered public if the charter and company name indicate that the company is public. All other joint stock companies (JSC) and limited liability companies (LLC) will become non-public

What is a public company

Such organizations are subject to mandatory disclosure requirements about owners and affiliates, as well as material facts that could affect the issuer’s activities. This is necessary in the interests of potential shareholders to increase the transparency of the process of investing in the company's securities.

Public societies are characterized the following signs:

- shares of the company can be purchased and freely sold by an unlimited number of persons;

Information on ownership structure and results economic activity joint stock company is located in open sources;

Securities public company are listed on stock exchange or are sold by open subscription, including using advertising;

Data on completed transactions with the company's shares (their quantity and price) are available to all market participants and can be used to analyze the dynamics of the value of securities.

Conditions for classifying a company as a public company

According to the new standards (Article 66.3. No. 99-FZ), a joint-stock company is recognized as public in 2 cases:

1. The company issues its shares for free circulation through open subscription or placement on the stock exchange, in accordance with the Law “On the Securities Market”.

2. The name and charter indicate that the organization is public.

If an existing company has the characteristics of an open joint-stock company, it receives public status, regardless of whether this is mentioned in the company name. CJSC and other organizations that do not have these characteristics are considered non-public.

Consequences of acquiring public status

Publicity of a company implies increased responsibility and stricter regulation of its functioning, since it affects the property interests of a large number of shareholders.

1. open joint stock companies operating as of September 1, 2014 must register changes in their corporate name in the Unified State Register of Legal Entities, including an indication of publicity. There is no need to make adjustments to the title documents at the same time, if they do not contradict the norms of the Civil Code - this can be done during the first change constituent documents JSC.

2. From the moment the status of publicity in the name of the organization is recorded in the Unified State Register of Legal Entities, it acquires the right to place their shares on the securities market

3. A public company must have a collegial management body consisting of at least 5 members.

4. Maintenance of the register of shareholders of a public JSC is transferred to independent licensed company.

5. Organization has no right interfere with the free circulation of their shares: impose restrictions on the size and value of the package in the hands of one investor, give individuals a preemptive right to purchase securities, and prevent in any way the alienation of shares at the request of the shareholder.

6.The issuer is obliged to open access post information about your activities:

annual report;

annual financial statements;

list of affiliates;

JSC charter;

decision to issue shares;

notice of holding a meeting of shareholders;

other data required by law.

Legislators believe that business organizations in the form of closed joint stock companies, in fact, are not joint stock companies, since their shares are distributed among a closed list of participants and may even be in the hands of a single shareholder. Thus, these companies are practically no different from limited liability companies and can be transformed into an LLC or a production cooperative.

Reorganization of a closed joint-stock company into a limited liability company is not required. A closed joint-stock company has the right to retain its shareholder form and acquire non-public status in that case, if he has no signs of publicity.

Amendments to civil legislation practically do not affect OOO. According to the new classification, these legal entities are recognized non-public automatically. They are not assigned any responsibilities for re-registration in connection with the new status.

Non-public joint-stock companies

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

the minimum amount of authorized capital is 10,000 rubles;

number of shareholders – no more than 50;

the name of the organization does not indicate that it is public

The company's shares are not listed on the stock exchange and are not offered for purchase by public subscription.

from the corporate name of the company it follows delete the word "closed".

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

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

LLCs as non-public companies

The minimum amount of authorized capital is 10,000 rubles;

Number of participants – maximum 50;

The list of participants is maintained by the company itself, all changes are registered in the Unified State Register of Legal Entities;

The powers of participants are by default established according to their shares in the authorized capital, but can be changed if the non-public company has a corporate agreement or after introducing the relevant provisions into the company’s charter with fixation of amendments in the Unified State Register of Legal Entities;

The transaction for the alienation of shares is formalized by a notary, the fact of transfer of rights is entered into the Unified State Register of Legal Entities.

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

Registration of decisions of company participants must be carried out in the presence of a notary. However, there are other possibilities that do not contradict the law, namely:

Introducing changes to the charter that define a different method of confirming decisions of the meeting of LLC participants;

Mandatory certification of the company's minutes with the signatures of all participants;

The use of technical means that record the fact of document acceptance.

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