home Accounting Public JSC. What is the difference between ooo, oao, zao, pao, ao

Public JSC. What is the difference between ooo, oao, zao, pao, ao

It is formed from the contributions (contributions) of its participants; these contributions come to the full disposal (property) of the joint-stock company;

the property liability of the company's participants is limited by the size of their contributions; the joint-stock company is independently responsible for all its obligations;

the authorized capital is divided into a certain number of shares, which are issued in exchange for a contribution and which are owned by its participants, and not by the joint-stock company itself.

The last sign is a distinctive feature of a joint-stock company as a legal entity, or as a specific form of existence. commercial organization.

Issue of shares as a specific feature of a joint-stock company

A joint-stock company functions as a legal entity that issues shares, and the funds received from this fully and completely form its authorized capital.

Unlike others legal entities, a joint-stock company cannot take place (be registered) without issuing the required number of shares, because one can become a member only by exchanging a contribution for a share.

However, all funds received from the issue of shares, in without fail are accounted for primarily as declared share capital. No funds other than proceeds from the sale of shares may be directed to it.

At the same time (depending on the procedure for the formation of the authorized capital), there may also be an excess of proceeds from the sale of shares over the declared authorized capital and their shortfall. In the latter case, it is necessary to reduce the size of the declared authorized capital, the lower limit of which is the minimum established by law.

A legal entity becomes a joint-stock company only because it issues shares. Only one type of commercial organization has the right to issue shares by law, any other organizations cannot issue shares without taking the legal form of a joint-stock company with all the ensuing consequences for them.

Joint stock company as an organization and as a set of shares

Any organization is an association of some participants, members that exist on their own, regardless of this association. The organization and its members are a single whole in which both the organization and its members exist separately from each other.

As an organization, a joint-stock company is a legal entity in one of the forms of a commercial organization. It is the unity of the organization and its members. But this is a unique form of unity, since it simultaneously exists not only as the unity of the organization and its participants, but also as the unity of the organization and the totality of shares issued by it, external to it, since the latter are the property of shareholders, not a joint-stock company. A share issued by a joint-stock company is a personification of a member of the latter. A member of a joint-stock company is not just an ordinary member of some organization, but a shareholder, i.e. the owner of a share. Only as a shareholder can a market participant become a member of a joint-stock company and nothing else.

Joint-stock company is an organization of market participants, membership in which is determined by the presence of shares issued by this organization.

A joint-stock company exists on the market in a double form:

as an independent commercial organization, as a separate market participant;
as a set of shares issued by him, owned by its shareholders.

A joint-stock company exists in two different, but inseparable forms: organization and shares. A joint-stock company is both at the same time. Speaking of a joint-stock company as an organization, one must always remember that it also exists as a set of shares. Speaking of shares, it should be remembered that they were issued by a certain joint-stock company.

Externally, a joint-stock company is just a kind of legal commercial entities united in the group "business companies" in Russian law. It has its own distinctive features, advantages and disadvantages in comparison with other commercial organizations, like any other legally permitted form of capital pooling.

The main differences between a joint-stock company and business partnerships:

economic partnerships unite not only capital, but also represent an association of persons who carry out joint activities in this partnership;
a joint-stock company is an association of capitals;
in partnerships, general partners are jointly and severally and subsidiarily liable for the obligations of the partnership, which is not the case in joint-stock companies.

The main differences between a joint-stock company and a limited liability company(hereinafter - a simple society). A joint-stock company, like a limited liability company (in its most massive form), has an authorized capital formed from the contributions of its participants, who bear property liability only in the amount of the contribution itself. The main differences between a joint-stock company and a simple company are as follows:

in exchange for the contribution made, its participant receives a security called a share, which can then be freely resold in a special market, different from the usual one. commodity market, in the stock market. The authorized capital of a simple company is divided into contributions of its participants, and in a joint-stock company - into shares;
the law establishes the minimum size of the authorized capital of a joint-stock company and the number of shareholders, which are at the same time the upper limits for a simple company;
the procedure and the right to exit a member of a simple company and a shareholder from the company are different;
the rights of shareholders holding shares of the same type are the same, additional rights and obligations may be established for individual participants in a simple company;
in a joint-stock company a more complex and more regulated by the state management structure by law than in a simple company.

The main differences between a joint-stock company and production cooperatives:

a joint-stock company is an association of capitals, and a cooperative is an association of capitals and persons obliged to work in it;
members of a production cooperative bear subsidiary liability for the obligations of the cooperative, and shareholders - only limited in the amount of their contribution (the price of the shares they acquired);
a member of a production cooperative may be expelled from it for non-fulfillment of his duties and other violations of the charter, a joint-stock company is not entitled to deprive a shareholder of his shares under any circumstances.

Advantages of a joint stock company

A joint-stock company has a number of advantages over other organizational and legal forms of commercial activity:

The main disadvantages of a joint-stock company

The disadvantages of the joint-stock form of management include many of its advantages, but considered from the point of view of the joint-stock company itself:

the openness of a joint-stock company means the loss of its closeness, privacy. The obligation to publish annual reports, profit and loss statements, report on all significant events, etc., makes the joint-stock company more vulnerable to its competitors;
management professionalism turns into the possibility of a conflict of interest between the company's managers and its shareholders; the goal of shareholders is to maximize dividends and increase the capitalization of the company, and one of the possible goals of management is to redistribute the results of the company's activities in their favor;
possible loss of control over the company, since the free sale of shares of a joint-stock company may lead to such changes in the composition of shareholders that will lead to a change in control over the joint-stock company, etc.

joint-stock company as the most large form commercial organization. The previously given classification of commercial organizations essentially reflects their division according to the total amount of the combined capital in inseparable unity with the number of participants in the partnership. Legal practice in limited liability companies (and full liability partnerships of the same order, production cooperatives), closed joint stock companies, joint stock companies open type quite clearly traces the stages of transition of these quantitative characteristics into qualitative ones. The largest, without any upper limit, the association of individual capitals and their owners is allowed only in open joint-stock companies. In any other commercial organizations, explicitly or implicitly, there are appropriate restrictions on the number of participants and on the size of the authorized capital.

Joint stock company is legal form potentially unlimited association of separate (private) capitals.

The relationship between the concepts of a joint-stock company and a share. The definition of a joint-stock company, which is given in the Civil Code of the Russian Federation, is closely related to the concept of a share, which is not given anywhere in this code, but according to educational literature and regulatory documents it is difficult to figure out whether the concept of a share is based on the concept of a joint-stock company or vice versa.

The concept of a joint-stock company and the concept of a share are inextricably linked, but this should not lead to a tautology of their definitions. Only one of these definitions is primary, and the other, respectively, is secondary. A business company takes the form of a joint-stock company solely because it issues shares in exchange for contributions from its members.

A joint-stock company is an organization (association) of market participants, the certificate of membership in which is the possession of a security called a share. Consequently, the type of organization (economic company) is a secondary concept, and the action is the primary concept, since it is the action that determines the specific form of the economic company.

Commercial organizations and issuance of shares. According to the law, no commercial organizations, except for joint-stock companies, have the right to issue shares. However, they have the right, subject to certain conditions, to issue any debt securities.

The issue of other types of securities other than shares, which are representatives of shares (contributions) in the authorized capital of commercial organizations in Russia, is not allowed, since this is not allowed under the current legislation.

Theoretically, such securities may exist, differing from shares, for example, by the method of issue, the conditions of circulation on the market, and some other characteristics that are of interest to market participants. However, such potential types of securities similar to shares, by their nature, must always represent either parts of:

the authorized capital of a commercial organization;
capital, similar to the authorized capital.

Only in these two cases will it be securities similar to shares, and not new types of debt securities.

Establishment of a joint stock company

Creation of a joint-stock company as a market participant- these are relations between market participants aimed at registering a joint-stock company as a new legal entity.

Ways to create joint-stock companies. Joint stock companies may be created by founding or by reorganization.

Establishment of a joint stock company- this is its creation as a legal entity, not accompanied by a change in the legal status of market participants creating it.

The founders of the joint-stock company- these are market participants whose legal status does not change when a joint-stock company is created.

Reorganization (transformation) of a market participant (participants)- this is the creation of a joint-stock company as a legal entity, accompanied by a simultaneous change in the legal status of all or part of the market participants creating it.

Any market participants can establish a joint-stock company, including already existing joint-stock companies. The establishment process is in no way connected with a change in the legal status of the market participant participating in it, which is therefore called the founder. The founder participates in the creation of a new joint-stock company only with his own capital and at the same time remains the same market participant as he was before participating in the creation of this joint-stock company.

The creation of a joint stock company through reorganization means a change in the legal status of either joint stock companies from which a new joint stock company is organized, or the transformation of a market participant existing in the form of a non-joint stock commercial organization into a joint stock company. Relations associated with the reorganization of joint-stock companies are related to the corporate control market, and therefore are discussed in the third chapter of the manual.

Ways of establishing joint-stock companies

The world practice of joint-stock business knows three options for establishing a joint-stock company:

the founders acquire all the shares of the joint-stock company being created;
founders acquire shares on equal terms with all other market participants;
the founders acquire part of the shares, and the rest of the shares are sold by open subscription.

The procedure for establishing joint-stock companies in Russia

In accordance with Russian legislation, the first of the listed options for establishing a joint-stock company is the only one permitted. This procedure is established by the Law “On Joint Stock Companies” and is duplicated by the Decree of the Federal Securities Commission of the Russian Federation dated September 17, 1996 No. 19 “On Approval of the Standards for the Issue of Shares when Establishing Joint Stock Companies, Additional Shares, Bonds and Their Prospectuses”.

According to Russian legislation, all shares of a joint-stock company, upon its establishment, must be distributed among its founders in accordance with the agreement on the creation of a joint-stock company. In other words, the first purchasers of shares of a joint-stock company being established are its founders.

From an organizational point of view, since the law does not establish upper limits on the number of founders, in practice it is quite possible that a small initiative group of persons carries out all the preparatory work for the creation of a joint-stock company and only at the last stage additional persons are involved who agree on the proposed conditions to purchase blocks of shares in the company. Formally, both are its founders as persons who are the first to acquire all the shares of the joint-stock company being formed, but in essence the process of organizing a joint-stock company, the contribution of the former is naturally much greater. The given example of the organization of a joint-stock company is essentially the second option for establishing a joint-stock company, which can also be realistically implemented in practice, without contradicting the current norms.

In pre-revolutionary Russia, the establishment of a joint-stock company by distributing shares among its founders was called the "inflated foundation." This was due to the cases of the establishment of joint-stock companies in order to enrich themselves through stock exchange speculation, when the shares of a newly created company were sold at an artificially high price. Modern systems trade in securities practically exclude the possibility for newly created joint-stock companies to enter the exchange markets. The distribution of shares among a predetermined circle of persons during the establishment of a company, according to the legislator, excludes cases of abuse by the founders.

The founders of the joint-stock company

The law does not define who the founders (founder) are, except for a reference to the fact that they can be any capable persons.

Types of founders.The founders of a joint-stock company can be both citizens and legal entities that have made a decision to establish it.

They cannot act as founders of the company government bodies and local self-government bodies, unless otherwise provided by federal laws. The ban applies to representative, executive and judicial authorities. The exception is the federal and territorial bodies of state and municipal property management. Their participation in the creation of joint-stock companies is associated with the privatization of state and municipal enterprises. These state bodies may act as founders of joint-stock companies on behalf of Russian Federation, subjects of the Federation or municipalities.

Number of founders.The number of founders of an open joint stock company is not limited, but in a closed joint stock company (as well as the number of shareholders) it cannot be more than 50.

sole founder.The founder of a joint-stock company may also be one natural or legal person, with the exception of business companies consisting of one person. Such companies, in accordance with the current legislation, cannot act as the sole founders of both open and closed joint-stock companies.

Rights and obligations of founders.The rights that arise for the founders in connection with the formation of a joint-stock company characterize the essence of the relationship that arises between the founders and the company. Forming the authorized capital of a joint-stock company, the founders exchange their financial and tangible assets owned by them for liability rights, which are certified by the shares received in return. The exclusive right of the founders to purchase shares of the first issue gives them the opportunity to form the "necessary" structure of the company's management and appoint their representatives to the management bodies. Often this allows, at least initially, to use the rights thus obtained in their own interests. The natural desire of the founders to receive a certain remuneration for their work in creating a new business should not be in conflict with the interests of other shareholders and society as a whole. The obligations of the founders end with the completion of the process of organizing a joint-stock company (its registration). In the future, only the joint-stock company bears obligations to its founders as ordinary shareholders.

The main stages of the establishment of a joint-stock company

The process of establishing a joint-stock company can be divided into a number of successive stages.

First stage - economic justification created joint-stock company. The commercial side of the foundation suggests that initially it is necessary to "invent a business." The founders must have a clear idea of the future direction of the joint-stock company, its expected profitability, place in the market, advantages over other market participants, etc. In particular, one should decide on such issues as:

whether a joint-stock company is the most preferred form of organization this business? It must be remembered that the joint-stock form of business organization is most characteristic of large business;
can the necessary capital be obtained from other sources and at lower rates?
how much capital is needed and for what purposes?

The economic side of things usually involves the development of what is commonly referred to as a business plan, which must be realistic and attractive to potential investors. The share capital must be valued in such a way as to guarantee a quick profit to the first shareholders. Based on the needs of capital, the circle of potential founders - shareholders is also determined, having received the consent and approval of the latter, it is possible to proceed to the second stage of creating a joint-stock company.

The second stage is the organization of a joint-stock company.It is necessary to carry out the following organizational measures when establishing a joint-stock company:

Conclusion of the founding agreement in which the founders assume the relevant obligations to create a joint-stock company with certain (agreed) characteristics. This agreement on the creation of a joint-stock company is not a constituent document of a joint-stock company, but is a type of a simple partnership agreement between the founders.

If the founder is one person, then in this case he draws up the document “Decision on the establishment of a joint-stock company”, which should determine the size of the authorized capital of the company, categories (types) of shares, the amount and procedure for their payment.

The liability of the founders of a joint-stock company is joint and several and is connected with the obligations to create a company before its state registration. All their obligations are of the value of private transactions concluded in their own name. Not having the right to act on behalf of the company, the founders do not have the right to oblige it with any transactions with them or with third parties. The joint-stock company is liable for the obligations of the founders associated with its creation, only in the event of subsequent approval of their actions. general meeting shareholders.

Holding a meeting of founders as legal registration the will of the founders. At the meeting, by voting on the principle of unanimity, decisions are made on the establishment of the company, the approval of its charter, the valuation of property contributed by the founders as payment for shares. If a joint-stock company is established by one person, the decision on its establishment is made by this person alone. The meeting also forms the governing bodies of the company. The election of the management bodies of a joint-stock company is carried out by the founders by a three-quarters majority of votes.
Formation of the authorized capital of a joint stock company. The authorized capital of a joint-stock company determines the minimum amount of the company's property that guarantees the interests of its creditors. The law determines the minimum amount of the authorized capital of a company, which must be for open society at least one thousand times the minimum wage and at least one hundred times the minimum wage for a closed company established by federal law on the date of state registration of the company. At least 50% of the company's shares distributed during its establishment must be paid within three months from the date of state registration of the company, the rest - within a year after its implementation.

The third stage is the state registration of the newly formed joint-stock company. Any joint stock company is considered established from the moment of its state registration. The procedure for registration will be discussed later.

Features of the establishment of certain types of joint-stock companies

For some groups of joint-stock companies, there is a procedure for their creation that differs from that established by the Law "On Joint-Stock Companies". This applies to the following groups of joint-stock companies:

in the field of banking, investment and insurance activities;
created on the basis of collective farms, state farms and other agricultural enterprises reorganized in accordance with the decree of the President of the Russian Federation "On urgent measures to implement land reform in the RSFSR";
created in the process of privatization of state and municipal enterprises;
workers (people's enterprises);
with the participation of foreign investors.

The procedure for creating the listed groups of joint-stock companies is regulated by special legislation. All other questions, except those that determine the order of creation and legal status joint-stock company are regulated by the Law of the Russian Federation "On joint-stock companies" and do not depend on its inclusion or non-inclusion in the listed groups.

Liquidation of a joint-stock company

The concept of liquidation of a joint-stock company. A joint-stock company may cease to exist as a given legal entity either by transformation into another legal entity (entities) or by liquidation.

The liquidation of a joint-stock company is the termination of its existence as a legal entity (or as a legally independent market participant without transfer of its rights and obligations to another legal entity, or without succession.

Methods of liquidation of a joint-stock company. A joint-stock company may be liquidated voluntarily or forcibly.

Voluntary liquidation of a joint-stock company is its liquidation by decision of the general meeting of shareholders (liquidation by the will of the company itself).

Forced liquidation of a joint-stock company — it is its liquidation by a court decision; in general economic terms, compulsory liquidation is an expression of the will of the market.

Voluntary liquidation of a joint-stock company. Voluntary liquidation of a company is adopted by the general meeting of shareholders by a three-quarters majority vote, unless the charter provides for more than high level decision to liquidate.

The issue of the liquidation of the company and the appointment of a liquidation commission is submitted to the decision of the general meeting by the board of directors.

Voluntary Liquidation Procedure

The procedure for voluntary liquidation of a joint-stock company includes the following stages:

adoption by the general meeting of shareholders at the proposal of the board of directors of the decision to liquidate the joint-stock company;
notification of the decision made within three days to the state registration authority, which makes a record that the company is in the process of liquidation. From this moment, state registration of changes made to the constituent documents of the company being liquidated, as well as state registration of legal entities, the founder of which is the specified company, or state registration of legal entities that arise as a result of its reorganization, are not allowed;
in agreement with the state registration authority, a liquidation commission is appointed, to which all powers to manage the liquidated joint-stock company are transferred. If one of the shareholders is the state, then its representative must be a member of the liquidation commission;
the liquidation commission takes measures to identify creditors and collect receivables. After the expiration of the period for presenting creditors' claims, an interim and final liquidation balance sheet of the joint-stock company is drawn up, which are approved by the general meeting of shareholders. The interim balance sheet includes all property on the balance sheet of the company, with the exception of property that is the subject of pledge, as well as property that does not belong to the company on the basis of ownership;
satisfaction of the requirements of creditors of the joint-stock company;
distribution of the remaining assets among shareholders.

The sequence of satisfaction of the requirements of creditors of the joint-stock company. Creditors' claims are satisfied in accordance with the sequence established by law for all liquidated legal entities. There are five priority groups of creditors:

claims of citizens to whom the liquidated joint-stock company is liable for causing harm to life and health. It is carried out by capitalization of the corresponding time payments;
labor relations requirements. Calculations are made for the payment of severance pay and wages to persons working under an employment contract, including contracts, and for the payment of remuneration under copyright agreements;
claims of creditors for obligations secured by a pledge of property of the liquidated company;
requirements for mandatory payments to the budget and extra-budgetary funds;
other requirements.

After completion of settlements with creditors, the liquidation commission draws up the final liquidation balance sheet of the joint-stock company.

The order of distribution of the property of the liquidated joint-stock company among the shareholders. The property remaining according to the final liquidation balance sheet is distributed among its shareholders in the following order:

shareholders who have the right to demand the repurchase of shares;
holders of preference shares on accrued but unpaid dividends;
holders of ordinary shares.

The property of each next turn is distributed after the full distribution of the previous one. In case of insufficient funds for full payment on preferred shares, the property is distributed among them proportionally.

Forced liquidation of a joint-stock company. The decision on compulsory liquidation is taken by the court. The grounds for a court decision on the liquidation of a joint-stock company may be:

carrying out activities without proper permission or license. For example, the Bank of Russia has the right to apply to the arbitration court with a claim for liquidation credit institution if, within one month from the date of revocation of its license, a liquidation commission has not been created or the bankruptcy procedure is not applied to the organization;
carrying out activities prohibited by law;
carrying out activities with other violations of the law or violation of other legal acts. If the violations cannot be considered as gross and they are remedied, and also if there is no evidence of damage to the interests of the company's participants, the court may dismiss the claim for liquidation of the joint-stock company;
recognition by the court of invalid registration of a legal entity in connection with the violations of the law or other legal acts committed during its creation, if these violations are of an unrecoverable nature;
declaring a joint-stock company bankrupt by a court. The forced liquidation of a joint-stock company in the event of bankruptcy is carried out in the manner of bankruptcy proceedings by decision of the arbitration court in accordance with the law "On Insolvency".

Documents required for registration of liquidation of a joint-stock company. For state registration in connection with voluntary liquidation joint-stock company, the following documents are submitted to the registering body:

an application signed by the applicant for state registration of liquidation in the prescribed form;
liquidation balance;
In the event of forced liquidation of a joint-stock company, when applying the bankruptcy procedure, the following shall be submitted to the registering authority:
determination of the arbitration court on the completion of bankruptcy proceedings;
document confirming the payment of the state fee.

Registration of liquidation of a joint-stock company. Registration of the liquidation of a joint-stock company is carried out by its liquidation commission which is obliged to notify the registering body of the completion of the process of liquidation of the joint-stock company not earlier than two months from the date of publication in the press by the liquidation commission (liquidator) of the publication on the liquidation of the company.

The liquidation of a joint stock company is considered completed, and the joint stock company itself is considered to have ceased to exist from the moment the state registration authority makes an appropriate entry in State Register legal entities.

The process of reforming corporate law has made changes to the traditional classification of economic entities, and since 2014 a special form of joint-stock company has appeared, which has come to replace the joint-stock company.

What is a non-public joint stock company

A non-public joint stock company (abbreviated JSC) is a form of organization not public company(previously generally accepted abbreviation closed joint stock company, abbreviated as CJSC), whose shares are distributed only among the founders or a predetermined circle of individuals and legal entities (as opposed to public or open).

The difference between JSC and PAO

In fact, public and non-public companies differ only in the choice of the method of subscription for shares - open or closed.

Closed subscription gives the opportunity to buy shares only to the founders or members of a narrow, predetermined circle of persons. Shareholders at their discretion choose: to whom to sell shares, and to whom not.
Open Subscription allows each citizen to buy shares of the company in the manner regulated by law.

Two key PAO differences defined in Art. 66.3 of the Civil Code of the Russian Federation:

Shares and securities of the company are sold publicly or by open subscription on the terms specified in the securities legislation;
The company included in its charter and in the corporate name a direct indication that it is public.

What regulates the legal form

The status is regulated by Federal Law No. 208 "On Joint Stock Companies" and Article No. 96 of the Civil Code (CC) of the Russian Federation.
This form was introduced by Federal Law No. 99-FZ, adopted on May 5, 2014, which entered into force on September 1, 2014. A similar status is acquired by LLCs that do not meet the criteria of a public company.

An example of the full name of a non-public joint stock company

This opinion was expressed by the Federal Tax Service in a letter dated 04.09.2014 No. SA-4-14 / [email protected], namely:

According to the Federal Tax Service of Russia:

the names of public joint stock companies must contain the words "public joint stock company" or "PJSC";
in the names of non-public companies - the words "joint stock company" or "JSC".

According to paragraph 2 of Art. 7 Federal Law No. 208 "On Joint Stock Companies" The charter of a non-public company may provide for the pre-emptive right of its shareholders to acquire shares alienated under paid transactions by other shareholders at the offer price to a third party or at a price that or the procedure for determining which is established by the charter of the company.

In the event of the alienation of shares under transactions other than a sale and purchase agreement (exchange, compensation, and others), the pre-emptive right to acquire such shares may be provided for by the charter of a non-public company only at a price that, or the procedure for determining which, is established by the charter of the company. Unless otherwise provided by the charter of the company, shareholders enjoy the pre-emptive right to acquire alienated shares in proportion to the number of shares owned by each of them.

Legislators consider, what economic organizations in the form of a CJSC, in fact, they 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 practically do not differ from limited liability companies and can be transformed into an LLC or a production cooperative.

Reorganization of a closed joint-stock company in a limited liability company is not required. A CJSC has the right to retain a joint stock form and acquire the status of a non-public company if it does not have any signs of publicity.

Amendments to civil law practically do not affect LLCs. According to the new classification, these legal entities are recognized as non-public automatically.

Criteria for a non-public joint stock company

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

the minimum amount of the authorized capital is 10,000 rubles. (During registration, it is not required to deposit the entire amount of capital, funds can be deposited gradually. After 90 days, at least 50% should be ready);
the number of shareholders is not more than 50;
the name of the organization does not indicate that it is public;
the company's shares are not placed on the stock exchange and are not offered for purchase by open subscription.

Liability of participants for obligations and debts

PJSC is liable for its obligations with all its property on its balance sheet.

PJSC participants who have transferred any property to the company lose their rights to it, receiving in return corporate rights of claim against the company.

Control Features

NPAO has the right to work without a board of directors and a supervisory commission if the total number of participants does not exceed 50 people. The organization is governed by general meetings of shareholders. Meeting decisions are certified by notaries. If necessary, a counting commission is formed. However, if NPAO members feel they need a board of directors or an appointed leader, they simply form it and the number of members.

Requirements for the charter of JSC

name with the wording "joint stock company" and location;
rights and obligations of shareholders with the distribution of powers;
the pre-emptive right to purchase shares and the procedure for coordinating the sale of securities to third parties;
audit rules.

Disclosure of information by non-public joint-stock companies

In connection with the numerous questions that arise for joint-stock companies when establishing the obligation to carry out mandatory disclosure of information and determining its scope, we provide the following explanations on the procedure for disclosing information by public and non-public joint-stock companies.

According to Art. 3 federal law dated 05.05.2014 No. 99-FZ, the norms of the civil code, in force as amended by the said law, apply to joint-stock companies regardless of whether their charter and company name are brought into line with it.

Thus, at present, all joint-stock companies are divided into public and non-public and are guided in their activities by the relevant provisions of the law, regardless of their name.

In accordance with Art. 92 of the Federal Law "On Joint-Stock Companies" as amended, effective from July 1, 2015, the obligation to disclose information applies to public joint-stock companies and non-public joint-stock companies with more than 50 shareholders.

An open joint-stock company, and from September 1, 2014 a public one, is a legal entity whose activities are regulated by the Civil Code, Federal Law No. 208 of 12/26/1995. on JSC (hereinafter - Federal Law No. 208) and other regulatory acts. Please note that in the fall of 2014, many changes regarding AO come into play.

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

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

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

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

Shares of public (open) joint-stock companies

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

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

In a public joint-stock company, a shareholder has no restrictions on the number of shares he owns, as well as their total nominal value and the maximum number of votes that are granted to one shareholder (Article 97 of the Civil Code of the Russian Federation). The charter of a joint-stock company should not contain a clause that in order to alienate the shares of the Company, it is necessary to obtain consent to this. Also, no one has advantages for acquiring shares in a public joint-stock company (exceptions are clause 3 of article 100 of the Civil Code of the Russian Federation).

The Company may place both ordinary shares and preferred shares (of one or more types). However, the nominal value of the placed preferred shares must not exceed 25% of the JSC's charter capital (Article 25 of Federal Law No. 208).

Maintaining the register of JSC shareholders

From October 1, 2014, the register of shareholders of all JSCs must be maintained only by specialized registrars who have a license (FZ No. 142 of July 2, 2013). And if earlier in Companies in which the number of shareholders was up to 50 it was possible to keep the register on their own, now there are no exceptions (letter of the Bank of Russia dated July 31, 2014). If the JSC does not transfer the register to a third-party registrar, then it can be fined up to 1 million rubles.

Public (open) joint stock company and authorized capital

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

Before the creation of the Company, the founders conclude an agreement in which they prescribe, among other things: the amount of the authorized capital, types and categories of shares, the procedure and amount of their payment, etc. However, this agreement is not a constituent document and is valid until the moment (indicated in the agreement) until all shares will not be paid by the shareholders (Article 9 of the Federal Law No. 208). If the Company has one founder, then a similar list is contained in its decision.

Management of a public (open) joint stock company

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

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

general meeting of shareholders (GMS);
Board of Directors ( supervisory board);
sole executive agency (CEO);
collegial executive body (executive directorate, board);
audit committee(auditor).

The Board of Directors is elected at the general meeting of shareholders. The General Director of a public JSC (OJSC) is proposed and elected by the GMS or the board of directors (supervisory board). It depends on what is written in the charter of the Society.

Please note that from September 1, 2014, changes are introduced in the procedure for preparing and holding the GMS in accordance with the Federal Law No. 99 of 05/05/2014. Thus, for public JSCs, an obligation is introduced to certify the decisions of the GMS by a person who maintains the register of shareholders and performs the functions of a counting commission (clause 3, article 67.1 of the Civil Code of the Russian Federation).

Also, thanks to the changes, the responsibility for authorized persons and members of the collegiate body JSC management, as well as the obligation to act in the interests of the organization (Articles 53 and 53.1 of the Civil Code of the Russian Federation).

Reporting of a public JSC (OJSC)

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

keep accounting records;
submit tax returns;
submit financial statements;
submit reports to extra-budgetary funds: PFR, FSS;
submit reports to statistical authorities, etc.

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

the executive body is responsible for the maintenance and reporting of JSCs;
the audit commission (auditor) confirms the accuracy of the annual financial statements and the Company's report for the year;
annually, the Company must engage an independent auditor to verify and confirm the annual financial reporting JSC;
the annual report of the JSC is approved by the board of directors (supervisory board), and in its absence the sole executive body (general director) no later than 30 days before the annual GMS.

JSC disclosure

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

A public joint stock company is one of key concepts new classification of business entities. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and stricter 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 the form of organization of a public company whose shareholders have the right to dispose of their shares. Its main differences are

having an unlimited number of shareholders
free placement and circulation of shares on the securities market
permission not to contribute to authorized capital company before its registration and opening of an account.

The term "public" means that this species A JSC must adhere to a policy of more complete disclosure of information than a non-public one. 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 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?

Because 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 do not subside. Many questions relate to the differences between the "new" PJSC and the "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	May apply to the Central Bank for exemption from disclosure It is enough to enter information into the Unified State Register of Legal Entities
Preference for the acquisition of shares and securities	It was possible to reflect in the charter the advantage of buying free shares by current shareholders and holders of securities
Maintaining the registry, the presence of a counting commission	It was allowed to maintain the register of shareholders on their own	The registry is maintained by third-party organizations licensed for this type of activity, the registrar is independent
Control	The board of directors was necessary if the number of shareholders exceeded 50 people	It is obligatory to form a collegiate body of at least 5 members

Thus, although the changes related to public joint-stock companies seem not 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 one is a former CJSC, but this is an overly simplified vision. Let us consider what rules are applied in the new classification of business entities to organizations of different legal status:

A characteristic property of a PJSC is an open list of prospective buyers of shares, while a non-public joint stock company (NJSC) does not have the right to sell its shares through public auction
The law prescribes PJSC to have a clear gradation of issues related to 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 make other reforms in the activities of the governing bodies
Decisions made by the general meeting and the status of participants in PJSC need to be confirmed by a representative of the registrar. NAO can contact a notary on this issue
A non-public joint-stock company has the right to include in the charter or corporate agreement a clause stating that, in relation to other interested persons, the advantage in buying shares remains with the existing shareholders. While this is unacceptable for PAO
All corporate agreements that are concluded in a PJSC must undergo a disclosure procedure. For NAO, a notification that the contract has been concluded is sufficient, and its contents can be declared confidential
All procedures for the redemption and circulation of securities, which are provided for in 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 the words in the name of the organization. Further, the charter should be reviewed, especially with regard to the board of directors and rights to advantages when buying shares, and bring them into line with the provisions of the legislation on public joint-stock companies.

The Civil Code states that the rules on public societies are applicable only to JSCs, in the charter and company name of which there is a direct indication that they are public. These rules do not apply to other legal entities.

The most famous PAOs of Russia

The largest representatives of this form of ownership regularly top the ratings 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:

Hello! A legal entity can exist only on the basis of a certain form of ownership. Until September 2014, the legislation of the Russian Federation recognized three types of organizations: LLC, OJSC and CJSC. However, the changes in the Civil Code of the Russian Federation, which occurred on the basis of the Federal Law No. 99 of 05.05.2014, introduced some adjustments. So, if the form of ownership of a legal entity was previously called OJSC, now it is called PJSC, and JSC has replaced CJSC. We have already written about.

Since the entry into force of the above law, all legal entities that existed as JSCs can re-register and become PJSCs. The legislator has not established a time frame for such a procedure, so all that is needed is to make the appropriate changes to the charter and contact the tax office.

What is PAO

is a public joint stock company. This form of ownership for a legal entity means that the securities issued by the organization can be freely available to everyone, as well as participate in the turnover on the securities market. Moreover, there are no restrictions on the question of how many shares one shareholder can have.

Another distinguishing feature of the existence of a PJSC is that the issue of so-called prolonged shares, the nominal price of which was an order of magnitude lower than the rest, was canceled. In addition, PJSC activities should become public. This means that meetings of shareholders of companies should become more frequent, and any of their decisions are now notarized, audits are carried out more often, with the participation of independent specialists. The results of such checks must be made public and available.

Thus, the activity of PJSC has become strictly regulated. The legislator has not established any specific deadlines during which an OJSC should change into a PJSC, however, legal entities operating on this form of ownership are required to pay certain changes to the documentation.

What is LLC

- a limited liability company. In other words, it is a form of ownership of a commercial organization created by one or two legal or individuals for the purpose of making a profit. In practice, LLC is more common than PAO. This circumstance is connected with the fact that the form of ownership in the form of LLC is easy to create. All that is needed is the decision of the organization, the existence of a charter, the creation of an authorized capital.

It would be useful to note that it is created at the expense of the contributions of the participants in the company themselves and is divided into shares. There is a minimum amount of such capital, which is established by law and is equal to the amount of one hundred times the minimum wage.

All activities of the LLC are strictly regulated by the Federal Law No. 14-FZ of February 8, 1998 (as amended on April 23, 2018) and Civil Code RF.

Features of PJSC and LLC

The key features of an LLC are as follows:

The founders of this form of ownership form the authorized capital of their enterprise independently;
The amount of authorized capital at which a limited liability company can start its activities should not be below the threshold of ten thousand rubles;
The number of founders is strictly defined by law. So, their number should be at least one, but not more than fifty. In cases where the number of founders exceeds 50, then such an organization will be asked to change the form of ownership;
The body authorized to manage an LLC is the board of founders, director, board of directors, supervisory board, etc.;
The charter of the company is the main founding document;
An LLC, like any other organization, has a number of obligations and is liable with its property. The risk of the organization's participants is equal to the amount of their investment in this company during its formation;
A limited liability company is created for the purpose of making a profit, which is distributed among the participants according to their shares. And the results of the activity itself are not subject to publication;

PAO features include:

As for the authorized capital for a public joint-stock company, there is a rule here: it is not formed immediately when the organization is created, but accumulates gradually as it issues blocks of shares. Due to this, the amount of the company's capital can reach an impressive size and amount to hundreds of thousands of rubles;
The company's shares are freely placed on the stock markets, and can be sold and bought in any quantity, while the number of shareholders of the company can be unlimited. The number of shareholders will depend only on the volume of issued securities;
The formation of the authorized capital of a PJSC is not required when organizing such a form of ownership. Cash can be credited to the company's account in the process of stock turnover;
A public joint stock company is obliged to submit an annual report on the results of its activities.

Comparative table of PJSC and LLC

Main differences	OOO
Number of founders	At least 1 but not more than 50	Any
Authorized capital	At least 10,000 rubles	At least 100,000 rubles
List of participants	It can be changed only with the obligatory participation of a notary who certifies the fact of the alienation of the participants. Data is entered in . This procedure is costly.	Shareholders are free to sell their shares. At the same time, information about such transactions is not subject to notarization and is entered only in the register of shareholders of the company.
Information about the composition of the meeting participants	Confirmed by the participants unanimously	Confirmed by a special body registrar. The procedure is costly
Mandatory actions after registration	Mandatory maintenance of a list of organization members, which is notable for its simplicity	Without mandatory registration of shares, all transactions with the company's securities are prohibited. Records of shareholders are constantly maintained by the registrar, which requires constant payment
The possibility of increasing the authorized capital	There is. The procedure is distinguished by its simplicity	There is. Only after registration of the next issue of securities
Publicity	Not required to publish reports	Annual reports must be publicly available
Closing procedure	Complex. May take 3-4 months	Complex. Takes a long time

Pros and cons of PJSC and LLC

As noted earlier, each of these forms of ownership of legal entities has its pros and cons. It is impossible to say with exact certainty which one is better. Because in the case of an LLC it is easier to form an authorized capital, the activity does not require publicity, but this form of ownership does not allow entering the world market in the near future. It will take years to achieve this goal.

When organizing a Public Joint Stock Company we are talking already about companies that want to acquire not only a solid income, but also an appropriate reputation. It is much easier to attract investors with PAO.

However, this form of ownership is not suitable for everyone. Issuing securities and registering them with the relevant authority is an expensive procedure. Capital investment in PJSC is long-term in nature and implies a profit in a rather large amount, but after a few years.