home Magazine PAO is a commercial organization. Joint-Stock Company

PAO is a commercial organization. Joint-Stock Company

Joint-Stock Company(JSC) is a form of activity of an economic (commercial) organization in which its authorized capital divided into a certain number of shares (formed after their sale). Shares of a joint-stock company are securities that are issued by this enterprise and assign certain rights to their holder (shareholder of the joint-stock company), including the right to manage the company, receive a portion of the profit in the form of property upon liquidation of the company. A shareholder of a joint-stock company is the owner of its shares. In other words,

shares are equity securities that give their owners a stake in the company's business, and the shareholder is one of the owners of that company (despite the fact that in most cases it is a very small share).

The corporate name of the company must contain its name and also indicate that it is a joint stock company.

Authorized capital of a joint stock company

The authorized capital is the total nominal value of all shares of a joint-stock company purchased by shareholders and determines the minimum amount of the organization’s property, which guarantees the interests of its creditors. It cannot be less than the size established by the law of the Russian Federation.

When establishing a JSC, all shares must be distributed among the founders.

There are other provisions, the authorized capital can either increase or decrease, but read about this in more detail in the Civil Code of the Russian Federation, Articles 99-101 (see below).

Joint-stock enterprises in modern Russia

The activities of JSC in Russia are regulated by:

Federal Law “On Joint Stock Companies” dated December 26, 1995 N 208 - Federal Law (read the law)
Legislation on joint stock companies in the civil code of the Russian Federation (articles 96 to 104, read)

There, in particular, it is described that (participants of a joint-stock company) cannot be held liable for the obligations of the joint-stock organization and bear the risk of losses only within the value of their shares. Thus, the distinctive features of a JSC as a form of legal entity are:

Dividing his capital into shares
Limited rights of shareholders

JSC as an economic and legal form of enterprise is widespread among large and medium-sized companies. Moreover, among large ones there are more often open organizations, while among medium-sized ones there are closed enterprises (see below).

Responsibility of the JSC and its participants

The liability of a JSC for its obligations is limited to the scope of its property (Article 3, Clause 1 of the Federal Law “On JSC”) and it cannot be held liable for the obligations of shareholders.

Let me draw your attention once again to the fact that shareholders are exposed to the risk of losses depending on the company's activities, up to the value of the shares they own. However, if an enterprise has become bankrupt due to the fault of its shareholders or third parties (for example, a hired director) and he (the enterprise) does not have enough funds to pay off debts, then subsidiary liability may be imposed on the perpetrators (Article 3, paragraph 3 Federal Law on JSC).

Shareholders may also bear joint liability - within the framework of the unpaid part of the shares they own (Article 2, paragraph 1, Federal Law on JSC), if there are any (not fully paid shares).

JSC documents

The only constituent document of a JSC is its charter, however, this is only one of the documents necessary to register an organization and obtain the status of a legal entity. The charter is the documents on the basis of which the enterprise will carry out its professional activities, including interacting with other market participants, creating regulations for your own needs, etc.

Company names of joint-stock companies (full and abbreviated names)
Addresses
Type – open or closed enterprise (JSC)
Shareholders' rights
Information about company shares
Amount of authorized capital
Information about controls
Information on the general meeting of shareholders

As well as a number of other provisions provided for by law or not contradicting the law.

JSC management bodies

The highest management body of a joint-stock enterprise is the general meeting of shareholders, which must be held annually at the end of the financial year. In addition to the main one, they can take place extraordinary meetings at the request of both the board of directors and third-party organizations and individuals: audit commission, auditor, shareholder owning more than 10% of shares.
Board of Directors ( supervisory board) – carries out general management of the enterprise, with the exception of issues within the competence of general meeting shareholders.
Sole and collegial executive bodies – CEO and directorate (board), respectively.

Types and types of joint stock companies

There are 2 main forms (types, types) of joint-stock enterprises:

Closed
Open

Closed Joint Stock Company (CJSC)

Closed joint-stock companies (or closed joint-stock companies) - are organized when the number of participants is small (up to 50 people). In this case, the shares are distributed among the founders or within a limited circle of persons. At the same time, members of a closed joint-stock company have privileges when purchasing shares of other shareholders. The authorized capital of a closed company must be equal to at least 100 times the minimum wage (minimum wage).

The following companies are closed joint stock companies:

Thunder (Magnit chain of stores)
Comstar regions (telecommunications)
MAX (insurance company)

And others (there are a lot of them, this is the main part of medium-sized businesses).

Open Joint Stock Company (OJSC)

Open JSC (or OJSC) is a form of JSC activity in which the free purchase and sale of shares of this company to individuals or legal entities (investors) is possible without permission from the general meeting of shareholders. The features of the JSC include:

Unlimited number of shareholders (in a closed joint stock company - maximum 50, if more, it must be transformed into an open joint stock company)
Free circulation of shares on the market
No need to deposit Money into the authorized capital of the enterprise before its registration and opening of a savings account

What can be considered as the advantages of such joint stock companies.

Other features are:

Openness of information about the joint-stock company, including annual (in particular, accounting) reports, accounting of profits and losses
Lengthy establishment procedure
Registration of share issue
The size of the authorized capital as of the date of registration of the JSC is not less than 1000 minimum wages

All this can be taken as shortcomings of the OJSC.

Public joint stock companies are:

And others like that large corporations Russia (just look at the list of securities traded on the stock exchange, you can immediately determine which company is an open joint stock company).

In Russia, many JSCs arose through corporatization - during the privatization of state-owned enterprises.

Differences between a closed joint stock company and an open joint stock company

Thus, we can highlight the following differences between these types of joint-stock organizations:

Number of shareholders: less in closed joint-stock companies (up to 50 people, otherwise reorganization into open enterprise), in an OJSC the number of shareholders is unlimited.
Preemptive rights to purchase shares in the event of their sale, gift or bequest by other shareholders (for closed companies).
Distribution of shares - in the company open type shares are divided among everyone (you can freely buy them on the stock market). In closed ones - only between the founders, or persons from the list compiled during registration.
The size of the authorized capital is equal to 100 minimum wages for a closed joint-stock enterprise and 1000 minimum wages for an OJSC as of the date of registration of the joint-stock organization.

Dependent joint stock company

A special type of joint stock company. A JSC is considered dependent if another organization owns more than 20% of the voting shares of this company. The organization that owns the shares is called the controlling (dominant) company.

Announcement

In this chapter, we learned what a joint-stock company is, talked about its authorized capital, charter and governing bodies; identified 2 main types of joint stock companies. In the following chapters, you will learn in more detail about what a public and private company is, how they operate, and the management of such organizations.

Public joint stock company is one of the key concepts new classification business entities. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.

The concept of “public joint-stock company (PJSC)” is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes a form of organization of a public company whose shareholders have the right to alienate their shares. Its main differences are

presence of an unlimited number of shareholders
free placement and circulation of shares on the market valuable papers
permission not to contribute funds to the authorized capital of the company until it is registered and an account is opened.

The definition of “public” means that this type The JSC must adhere to a policy of more complete disclosure of information compared to non-public disclosure. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).

PJSC structure can be represented as follows (see Fig. 1)

To understand the features of the creation and activities of a PJSC, let’s compare it with other types of joint stock companies and consider examples of existing organizations with this form of ownership.

Public or open?

Since in regulations there are several concepts that are close to each other in meaning, even among specialists in corporate law Disputes about their legal interpretation continue. Many questions concern the differences between “new” PJSC and “old” OJSC. At first glance, “only the name has changed,” but this is not so (see Table 1)

Table 1. Differences between a public joint stock company and an OJSC

Comparison options
Disclosure	Disclosure of information about activities was mandatory It was necessary to include information about the sole shareholder in the charter and publish them	They can apply to the Central Bank for exemption from disclosure It is enough to enter information into the Unified State Register of Legal Entities
Advantage for purchasing shares and securities	It was possible to reflect in the charter the advantage of purchasing free shares by existing shareholders and security holders
Maintaining a register, having a counting commission	It was allowed to maintain the register of shareholders on their own	The register is maintained by third-party organizations that have a license for this type of activity; the registrar is independent
Control	A board of directors was required if the number of shareholders exceeded 50 people	It is mandatory to form collegial body of at least 5 members

Thus, although the changes related to public joint stock companies do not seem fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.

Public or non-public?

From the point of view of a non-specialist, a public joint-stock company in its own words is a former OJSC, and a non-public company is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business entities to organizations of different legal status:

A characteristic feature of a PJSC is an open list of prospective buyers of shares, while a non-public joint stock company (NAC) does not have the right to sell its shares through public trading
The law requires PJSCs to have a clear gradation of issues falling within the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and carry out other reforms in the activities of governing bodies
Decisions made by the general meeting and the status of participants in the PJSC need to be confirmed by a representative of the registrar company. The NAO may contact a notary on this issue
A non-public joint stock company has the right to include in its charter or corporate agreement a clause stating that, in relation to other interested parties, priority in purchasing shares remains with existing shareholders. While for PJSC this is unacceptable
All corporate agreements concluded in a PJSC must undergo a disclosure procedure. For the NAO, it is sufficient to notify that the contract has been concluded, and its contents can be declared confidential
All procedures for the repurchase and circulation of securities, which are provided for by Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.

How to re-register an OJSC into a PJSC?

The renaming procedure is carried out by replacing words in the name of the organization. Next, the charter should be revised, especially as it relates to the board of directors and the rights to benefits when purchasing shares, and brought into compliance with the provisions of the legislation on public joint-stock companies.

The Civil Code states that the rules on public companies are applicable only to joint-stock companies whose charter and corporate name directly indicate that they are public. These rules do not apply to other legal entities.

The most famous PJSCs in Russia

The largest representatives of this form of ownership regularly top the rankings of the richest organizations in the country and the world. Here are a few legal entities included in the TOP-10 RBC rating for 2015:

In 2014, serious improvements were introduced regarding the activities of enterprises. Very often the question began to be heard in the media: “What is a PJSC instead of an OJSC?” In this article we will try to answer it, as well as consider the related innovations.

Changes since September 2014

Since September 2014, amendments have been adopted to Civil Code RF. They introduced innovations in the names, as well as some adjustments to the functioning various forms property. The question most often asked in business is: “What is a PJSC instead of an OJSC?”

The introduction of these changes is associated with the abolition of OJSC and CJSC, namely, a change in their names, that is, the concept of closed and open joint-stock companies has been abolished.

Instead, there will now be public and non-public societies. In essence, these will be the same associations of shareholders, but some aspects of their work will still change. So, according to the Civil Code of the Russian Federation, the following organizations will operate on the territory of the Russian Federation:
Public.
Non-public.

Non-public companies, in turn, will be divided into:
Joint-stock companies (abbreviated name AT).
Companies with limited liability(short name LLC).

That is, the essence of the enterprise will remain the same, but the name will need to be changed.

The essence of the changes

Let's try to answer the question: "What is a PJSC instead of an OJSC?"

After the renaming, the activities of joint stock companies should become more open. In essence, it turns out that public societies will have to live up to their name.
Previously, for the normal functioning of an OJSC or CJSC, it was enough for a company to place its shares and bonds on stock exchanges and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be maintained by a special registrar.
Moreover, all meetings held by the enterprise should become more public. Mandatory notarization of all decisions made is also established. Certification of documents by a registrar is also allowed.

Significant changes are also noticeable in the need for annual audits. Previously, it was established only for JSCs, but now all joint-stock companies without exception are subject to mandatory annual audits.

What is an OJSC?

An open joint-stock company, or as they used to say, an open joint-stock company, is an enterprise whose fixed capital was formed through the issue of corresponding shares and bonds. Before January 1, 1995, such enterprises were called “open joint stock companies.”
At the legislative level, the publicity of such a society was already determined, that is, all information about it should have been available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. An example is Sberbank OJSC (now Sberbank PJSC).

To manage this company, a director or even several directors were hired, who, in turn, formed a board of directors.

The OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory of the Russian Federation.

PJSC (the decoding sounds like a public joint stock company) is a company whose shares must be publicly placed on the securities market.
In turn, this change (renaming OJSC to PJSC) imposed a number of obligations on the companies. A public joint stock company in the Unified State Register of Legal Entities must contain information that it is public.

From now on, open joint-stock companies have the right to exist, but they must amend their charter, submit minutes of the shareholders’ meeting, as well as statements in the approved form to the registration authority.

After such changes are made, the activities of the former JSC will be slightly adjusted, as they will become public.

Such enterprises as Sberbank PJSC, Gazprom PJSC, and VTB PJSC have already made the corresponding changes to their charter documents.
The clients of these organizations have no significant reasons for concern, because in essence, these are the same enterprises, with the same activities, only they have changed their name, in accordance with the norms of the current Civil Code of the Russian Federation.

Differences between PJSC and OJSC

Basic PJSC differences from JSC are defined as follows:
1. Shareholders can be both ordinary citizens and enterprises of any form of ownership.
2. The number of shareholders is not limited.
3. Shares may be transferred to third parties without the consent of other shareholders. Right of first refusal is not permitted.
4. Reporting must be published.
5. Decisions made in PJSC must be in accordance with mandatory certified by notaries or registrars.
6. Annual audit. This rule is established for all joint stock companies without exception.
The main difference between OJSC and PJSC is their name. Existing JSCs must undergo a re-registration procedure, although no clear time frame has been established for this.

If enterprises, for one reason or another, do not make the appropriate changes to their charter, from September 1, 2014, the provisions of the current Civil Code of the Russian Federation, regulating the activities of PJSC (interpretation - public joint-stock company), apply to them.

How to make changes?

In order to pass state registration, in accordance with the entered changes, in tax authority must provide:

1. Application in form P 13001.
2. Minutes of the general meeting of shareholders.
3. Charter in new edition in the amount of two pieces.

There is no need to pay state duty. After the documents are submitted to the registration authority, after 5 working days it makes a decision on registration or sends a reasoned refusal. Such documents can be submitted either by the head of the enterprise or by a person with a power of attorney.

After the corresponding changes are registered, the renamed OJSC to PJSC will need to perform the following operations:

1. Change the corresponding name in all seals and stamps of the enterprise.
2. Notify all banking institutions about the change and re-register accounts.
3. Notify all your counterparties about the changes that have occurred.
4. Change your name in all publicly available sources.

Additional innovations

1. An enterprise may have two or more directors. They can work both jointly and separately, but the powers of each of them must be specified in the company’s charter. But Chief Accountant however, there is still only one left.
2. The innovation affected the contribution to the authorized capital. Now the involvement of an independent appraiser is required. This is mandatory for joint stock companies.

Answering the question: “What is a PJSC instead of an OJSC?”, we can say that this is practically the same enterprise, only renamed. OJSC is an open joint-stock company, PJSC is a public joint-stock company. The main activities carried out by the OJSC remained the same, however, significant changes were made in some areas that were mandatory.

The process of government reform also affected the sphere of joint-stock organizations. Back in 2014, closed and open joint-stock companies were liquidated. Now at the legislative level there are public companies, and non-public. The difference between these forms is rooted in the way the company's shares are distributed. If shares are placed on the stock exchange and access to them is open to a wide range of people, then this is a public company. If not, then the company is non-public.

Legislative changes were indeed necessary primarily for normal legal regulation work of societies. But, as often happens, the question arises: “PJSC – what kind of organization is this?”

As mentioned earlier, the amendments came into effect in September 2014. From now on, previously valid abbreviations such as LLC are no longer valid. Instead of them, PJSC (public joint stock company), JSC and LLC organizations can now operate on the market.

Previously, before the amendments were made, the activities of both large and small companies were regulated according to a single scheme. Before the changes took effect, the management of each organization, regardless of the number of its shareholders, had to create councils, hire people to serve as auditors who would control the actions of this management and protect shareholders. Moreover, such a scheme was mandatory, even if only two people owned the company’s shares. Obviously, such a scheme was incomplete. Changes in legislation have corrected this problem.

Differences between PJSC and OJSC

The most significant difference between these two forms is the more stringent requirements that must be met. public society. This is due to the fact that public joint stock companies have a large number of investors, whose interests must be protected at the legal level. You can find out more specifically how a PJSC differs from an OJSC from the following table:

Algorithm of actions for creating a PJSC

In order to create a public joint stock company it is necessary:

Create an economically sound business plan;
Organize a PJSC. Such a decision must be made individually or through the constituent assembly. After the decision is made, a written agreement is concluded;
Conclude a founding agreement. With its help, the company’s activities will be regulated;
Register with the state. In this case, you will have to pay a state fee. Registration allows a company to operate legally.

To register, you must provide a package of documents. It looks like this:

Statement;
Charter of the company in two copies;
Foundation Agreement;
Documents of a legal entity;
A receipt confirming payment of the state duty.

The organization of a public joint stock company is impossible without the provision of all these documents.

Registration of shares and opening of a PJSC branch

The procedure for registering shares is a separate nuance. In order to do this, the founder must prepare a package additional documents, with the help of which it will be possible to legitimize the issued shares. These documents must be submitted no later than one month from the date of registration of the company. It is worth noting that if the founder does not have time to do this in given period, then he faces a fine of up to seven hundred thousand rubles. An increase in the authorized capital, an additional issue of shares, reorganization - these are also cases in which you will also have to go through this procedure.

In addition, it is important to take into account that in accordance with the legislation of the Russian Federation, a joint-stock company has the right to create both a representative office and a branch. Both can act independently.

Distinctive features of public joint stock companies

There are no restrictions on the number of persons who can own shares;
The sale of shares is not limited and occurs on the open market;
The formation of the authorized capital occurs through the issue of shares. Its minimum amount is one hundred thousand rubles;
Until the company is registered, funds may not be contributed to the authorized capital;
Important information regarding the work of the society can be found in the public domain;
Responsible for its obligations with its property.

The company is managed by shareholders through the use of a tool such as general fees. The current work of the company is controlled by the executive body - the general director, board, directorate. Executive agency is required to report on the company's activities to its directors. The board of directors elects an auditor who will control the financial and economic life of the enterprise. Once a year, a meeting of all people holding shares in the company is called.

The amendments made in September 2014 made it possible to create a model that would meet the needs of the business sector. Today, perhaps the most convenient and effective form organization of the enterprise's work is considered a PJSC. The way PJSC is deciphered fully reflects the essence of the activities of such companies.