Joint Stock Company (JSC)- this is a form of activity of an economic (commercial) organization in which its authorized capital is 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:

1. Federal Law “On Joint Stock Companies” dated December 26, 1995 N 208 - Federal Law (read the law)
2. 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:

1. Dividing his capital into shares
2. 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 regulatory documents for its 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

1. 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 meeting, extraordinary meetings may be held at the request of both the board of directors and third-party organizations and persons: the audit commission, auditor, shareholder owning more than 10% of shares.
2. Board of Directors (supervisory board) – exercises general management of the enterprise, with the exception of issues within the competence of the general meeting of shareholders.
3. Sole and collegial executive bodies – general director 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:

1. Unlimited number of shareholders (in a closed joint stock company - maximum 50, if more, it must be transformed into an open joint stock company)
2. Free circulation of shares on the market
3. There is no need to contribute funds to 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:

1. Openness of information about the joint-stock company, including annual (in particular, accounting) reports, accounting of profits and losses
2. Lengthy establishment procedure
3. Registration of share issue
4. 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:

• Gazprom
• Sberbank
• Lukoil
• Rosneft
• Norilsk Nickel
• Surgutneftegaz

And other similar large corporations in 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:

1. Number of shareholders: less in closed joint-stock companies (up to 50 people, otherwise reorganization into an open enterprise); in an open joint-stock company the number of shareholders is unlimited.
2. Preemptive rights to purchase shares in the event of their sale, gift or bequest by other shareholders (for closed companies).
3. Distribution of shares - in a public company, shares are divided among everyone (they can be freely purchased on the stock market). In closed ones - only between the founders, or persons from the list compiled during registration.
4. 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.

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.

Which companies are considered non-public?

According to the new rules, those joint-stock companies that place their shares among a strictly limited circle of persons and do not issue them for circulation on the stock market are recognized as non-public companies. LLCs that do not meet the criteria acquire a similar status.

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 if it does not have any signs of publicity.

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

The name and constituent documents of joint-stock companies must be brought into line with the current edition of the Civil Code of the Russian Federation, in particular, the word “closed” should be excluded from the corporate name of the joint-stock company. Changes in the title documentation can be recorded later, when planned amendments are made to it.

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 activities of business entities in the form of an LLC are regulated by Art. 96-104 Civil Code of the Russian Federation:

• 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.

With the entry into force of amendments to the Civil Code of the Russian Federation, 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 amendments 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 closed joint-stock companies, the form of legal entities ALC (additional liability company) is also excluded from civil law. According to the new rules, such organizations must re-register as non-public LLCs.

Perhaps in the near future we should expect further changes to the legislative norms regarding legal entities, since the laws on joint stock companies, on the securities market and limited liability companies, regulating the activities of JSCs and LLCs, still exist in old versions (without division into public and non-public companies).

In recent years, many large companies, for example, Sberbank, Gazprom, have changed their status from open joint stock company to public joint stock company (PJSC). Legal subtleties, features of this organizational form, a sample of its charter - about this and more right now.

For a long time in Russia there was a division of all joint stock companies into 2 types:

• open (OJSC);
• closed (CJSC).

However, in the field of civil legislation, from September 1, 2014, important changes took place, as a result of which an open company began to be called a public joint-stock company, and a closed one - non-public. Accordingly, there is now another classification of these organizational forms:

• The OJSC was transformed into a PJSC;
• The closed joint-stock company was transformed into a non-public company, but the abbreviation did not change (however, NAO is sometimes used).

Thus, from the point of view of legislation and in fact, PJSC is the legal successor of OJSC, and these organizations differ only in name (amendments were made by Federal Law No. 99).

The law requires all founders to rename, and state duty is not paid for this, and the following must be changed in the constituent documents and other papers:

• seal;
• name of the organization in bank documents;
• name in all public contacts (sign, website, promotional materials, etc.).

Also, owners are required to notify all current counterparties of the organization in their intentions to rename. Otherwise, PJSCs are subject to the same legal requirements that applied to JSCs in the past (accordingly, for NJSCs the rules that applied to CJSCs apply).

PJSC and CJSC (NAO)

A comparison of a public joint stock company with a non-public one can be carried out in exactly the same way as in the case of OJSC and CJSC, respectively. The key differences are presented in the table.

From the point of view of business status, a public joint stock company inspires more confidence among investors, shareholders and other interested parties, since information about its financial activities is publicly available, thanks to which a more informed decision on cooperation can be made.

Charter of PJSC sample 2017

The activities of any joint stock company are subject to the requirements of the law. To specify all the issues of its work, during the establishment of a company, its Charter is necessarily developed and adopted - in fact, this is the main regulatory document, which spells out in detail:

• the basis for the creation of the organization (on the basis of what agreement, minutes of the General Meeting of Shareholders with the number and date);
• PJSC name;
• information about the direction of activity;
• information about the authorized capital;
• rights of shareholders and their responsibilities;
• features of company management;
• the procedure for its liquidation and other essential conditions.

In 2017, there were no significant changes in the design of the document; you can use the sample below as a basis.

In essence, the charter is the basic internal law of any joint stock company, including a public one. The document is divided into general and special parts.

General part of the charter

The document does not reflect which part is general and which is special. This division is based on the fact that in the general section all the information required by law is indicated, and in the special section, the founders and shareholders, at their request, provide additional information that they consider important.

General information includes:

1. Full name of the company in Russian and any foreign language (at the request of the founders).
2. The abbreviated name (abbreviation) is given if it exists.
3. The exact address of the organization - usually it coincides with the one indicated during mandatory state registration. All contractors, as well as government agencies, are expected to contact company representatives at this address. This is where the activities and/or management of the company take place. Registration is kept at the same address with the tax office.
4. Type – i.e. public or non-public.
5. The amount of authorized capital formed at opening.
6. Information about the shares: in what quantity they are issued, what their value is (at par value), as well as the type of securities (ordinary and preferred).
7. Governing bodies - who heads them, what relates to powers.
8. Information about the General Meeting of Shareholders - how often it meets, what it decides, and within what minimum time frame the company must notify shareholders about the meeting.
9. What is the procedure for paying dividends (in what order, within what time frame, etc.).
10. Information about regional representative offices and branches of the company, if any.

Special part

It describes in detail the operating procedure, as well as the specifics of the possible liquidation of the company. Some statements contain references to legislative acts, others are made without references, but they must not contradict any provisions of the law. The most frequently cited points are:

• when dividends will be paid in different situations;
• voting features of owners of preferred and common shares;
• the possibility of changing (including expanding) the competence of the board of directors if necessary;
• the procedure for reducing the amount of authorized capital in special cases;
• the possibility of changing the procedure by which votes will be counted at the meeting (if necessary);
• the possibility of expanding the range of issues that the General Meeting has the right to decide, as well as the requirements for quorum - the minimum number of votes by which a decision can be made.

The content of the charter depends, first of all, on the goals and objectives set by the founders for the company. The capital of each shareholder also plays an important role. If there are more large owners in a society, they often prefer not to prescribe all procedures in detail in order to have more opportunities to quickly change decisions when the market situation changes. If owners of small shares predominate, they would prefer to see a document with a detailed description of all aspects. Finally, the charter always strives to reflect real market conditions so that the PJSC can freely obtain loans and place its shares.

How the charter is adopted and amended

Initially, when the charter is adopted, it is discussed and approved by one or more persons who form the public joint stock company (founders). The document must undergo mandatory registration (Unified State Register of Legal Entities), otherwise it is not legally valid.

Some changes to the charter must be approved by shareholders who own so-called voting shares at the General Meeting. In order for a decision to be considered adopted, it is necessary to obtain votes of at least 75% of the votes, and there are also requirements for a minimum turnout (quorum), which are also specified in the charter.

All changes are subject to approval by shareholders, except:

• changes to the use of the so-called “golden share” - this is the name given to the exclusive power of the state (at the federal or regional level) to veto any decision to change the text of the charter;
• recording information in connection with the formation of local branches, structural divisions and representative offices of the company;
• recording data on changes in the authorized capital: its increase or decrease (for more details, see the diagram).

IMPORTANT. Regardless of how the change was made to the charter, the previous edition automatically ceases to be valid, and the new document comes into force only after state registration.

PJSC management bodies

There are 2 central structures that manage all areas of the PJSC’s work:

1. General Meeting of Shareholders.
2. Permanently functioning Board of Directors.

The company is managed by the shareholders themselves. Their interests are represented and expressed in the form of a General Meeting, which makes many key decisions. Most often, the meeting consists of all shareholders who own common shares, but sometimes it also includes holders of preferred securities.

According to the law, this supreme body of a public joint stock company does not resolve all issues, but only within the limits of its competence (the whole range is spelled out in detail in the charter). Shareholders meet at a certain frequency - once a year (i.e. this structure is not permanent).

The law obliges the company to hold an annual meeting of shareholders. At the same time, participants must constantly make decisions to approve:

• key reporting documents of the financial activities of the PJSC;
• reporting accounting documents (based on the results of the financial year);
• key officials: members who serve on the board of directors, authorized auditors, and audit staff.

To constantly monitor the situation, work with current issues and make urgent decisions, there is a management body that operates without interruption - the so-called sole executive body. It is represented either by the director himself (personally) or by the board of directors. Its responsibilities and the list of issues that it regulates are also clearly defined in the charter and relevant legislative acts. The Board of Directors has the right to elect from its circle an authorized representative - the President of the PJSC.

Directly reporting to this official are vice presidents (each of them can oversee his own area of ​​​​issue), directors of individual departments, as well as special committees, as shown in the diagram.

On September 1, 2014, some changes to the Civil Code of the Russian Federation came into force. A division of joint stock companies into two types has emerged, based on the principle that organizations possess certain characteristics. The first type is public joint stock companies. Such organizations are more open. The second type is non-public joint stock companies; they are more closed, but their management system is less strict. Instead of the abbreviations familiar to everyone, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint stock companies in this article.

Public joint stock company

This is the name given to those enterprises whose shares are publicly traded in accordance with securities laws. This could be an entry to the stock exchange, an issue for the purpose of generating income, etc. Also, the publicity of a particular joint stock company is determined by the fact that the charter documents state that the organization is open in one form or another. Control of such companies is more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares of these organizations. For example, a supervisory board of five people must be present as a supervisory body. It should also be noted that all United Joint Stock Companies (JSC), based on the new legislation, are becoming public. Moreover, new changes in legislation provide for openness and transparency of data related to the owners of securities issued by PJSC. They also have a number of additional nuances and innovations, for example, a society will be considered public provided that the number of its participants exceeds five hundred. More detailed information is provided in the first paragraph of Article 66.3 of the Civil Code of the Russian Federation.

Non-public joint stock company

This is an enterprise whose participants are strictly defined, information about these persons is recorded at the time of creation of the organization. The innovation allows you to correct and make changes to the organization's charter, form management bodies, influence the board of directors and shareholders' meeting on various issues through voting. All closed joint stock companies, as well as some LLCs, will now be called non-public.

It is important to note the lower obligations in relation to the owners of securities that a non-public joint stock company bears. Responsibility to investors is less than in the case of open organizations. This is due to the fact that a non-public joint stock company has a limited number of securities owners, strictly limited by the charter documents. In simpler terms, participants are initially warned about all risks and possible losses. Often shares in such companies are not issued at all, and such enterprises are partly the result of privatization or a consequence of a unique management model with equity participation to delegate responsibility.

Changes in terminology in accordance with legislation

As stated above, all enterprises called OJSC are now called public joint-stock companies. The changes also apply to other organizational and legal forms. CJSC is a non-public joint stock company. The latter will also include some LLCs, but subject to the presence of the necessary characteristics.

In addition, all companies created before the legislation was updated do not have to undergo any re-registration procedures. This rule applies only if no adjustments are required to the registration data. For example, moving companies to another office or changing the type of activity may become the basis for a change in the organizational and legal form. It should be noted that the charter may have to be changed in accordance with new legislation if there is such a need. As for the new abbreviations in names, a non-public joint-stock company is abbreviated as NAO, a public joint-stock company is abbreviated as PJSC.

Information about the owners of securities

Both in the case of a public and non-public company, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of receiving a fine and attracting additional checks on your company. This rule appeared in October 2013. Choosing a registrar company that will maintain the register of shareholders is a very important decision. Before accepting it, you should make sure that the company to which you entrust this task is quite conscientious, has good experience in this field and has been working for a long time. Otherwise, there is a risk of various problems and additional litigation. It is also recommended to look at the clients of similar companies. The more serious these companies are, the better for you. The decisions of all meetings must be included in the register by the company, which assumes responsibility for maintaining it.

Nominal capital

These are the funds of an enterprise formed through the issue of securities. They are also called authorized or share capital due to the fact that their size is indicated in the organization’s charter. This is the amount invested by the participants to ensure the statutory activities of the company. The amounts of these funds are recorded in the organization’s constituent documents in accordance with current laws. Based on the Civil Code, share capital is the smallest amount of funds guaranteeing solvency to creditors. The law provides for the possibility of increasing nominal capital. This is possible if at least two thirds of the participants vote for such a decision and in compliance with the laws provided for specific cases. As funds in the share capital, property can be contributed both in the form of cash and their equivalents in kind, for example in the form of property. In the case of depositing funds in another form or in the form of property rights, they are assessed using an independent examination.

Charter document of the NAO

When creating a non-public JSC, you must have various papers and completed forms with you. The charter of a non-public joint stock company is a key document. It contains all the information about the organization, it tells about its property, participants and their rights, about the activities of the enterprise being formed, etc. In case of problems and disputes, the Charter will be a supporting document in legal proceedings. Therefore, it must be written in such a way that it does not contain loopholes and flaws that could be used in court against the organization. When drawing up the Charter, it is recommended to study in detail all legislative acts that are in one way or another related to the activities of the organization, or contact lawyers who have experience in this area or specialize in the development of such documents.

Charter document of PJSC

The charter in such enterprises is in many ways similar to a similar document of a non-public joint stock company. Exception - it must state that the organization is open. For example, the procedure for issuing shares, their circulation, listing on stock exchanges is specified, and the policy for paying dividends is prescribed. It may also prescribe the procedure for circulation and issue of other securities, but it must be possible to convert such bills into shares. In general, the Charter of a public joint stock company should be developed even more responsibly than in the case of a NJSC. This is due to the high potential responsibility and obligations to shareholders, which, in fact, can be anyone. This means that the risk of claims from various individuals and legal entities and government representatives in the case of a PJSC is much higher. Documentation development requires a responsible approach and the work of specialists.

Authorized capital of NAO

When forming the authorized capital, the supporting legal acts will be the Civil Code of the Russian Federation and Federal Law 208 “On Joint-Stock Companies”.

According to the Civil Code of the Russian Federation, these include organizations whose nominal capital is divided into any number of securities. Members of the company cannot incur losses or liabilities exceeding the value of the securities they own.

In this case, when the authorized capital of a non-public joint stock company is considered, securities cannot be placed publicly. The share of bills belonging to the owner may be limited by the statutory documents. The number of votes that is granted to one holder of securities may also be indicated. In this case, the minimum authorized capital of the joint-stock company must be equal to at least one hundred minimum wages (minimum wages).

Authorized capital of a public joint stock company

In the situation with PJSC, rules similar to the previous case apply. The key acts will be the latest editions of the Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.

The authorized capital of a public company consists of shares acquired by the owners at their original cost at the time of issue. The par value of the securities must be the same. Just like the rights of shareholders, which should be equal. The size of the authorized capital can either increase or decrease in accordance with the current market situation. This occurs through the issuance of additional securities or through the repurchase of own shares from large investors. The authorized capital must include at least 1000 minimum wages.

PJSC participants

In this case, the participants will be all owners of shares in the company. Any citizen of the Russian Federation who has reached 18 years of age can become a PJSC participant. Shareholders do not bear legal and financial responsibility for the actions of the company, but only have certain rights. For example, they can take part in the general meeting and vote. The only possible losses for security holders are related to the value of shares or dividends.

NAO participants

The procedure for membership in organizations of this type is different from PJSC. Only participants of a non-public joint stock company will be founders. This is due to the peculiarities of regulation of such companies. The founders will also be shareholders, and their bonds do not extend beyond the boundaries of this organization. There cannot be more than fifty participants, otherwise the NJSC must be reorganized into a public joint-stock company.

Reorganization from one form to another

The legislation provides for the possibility of changing one organizational and legal form to another. Using the example of transforming a NJSC into a PJSC, we can highlight the following obligations arising before the organization:

• Increasing the authorized capital to the required minimum (1000 minimum wage).
• Development of documents confirming changes in the rights of shareholders.
• Issue of shares.
• Complete inventory.
• Involvement of an auditor.
• Development of a new charter and related documentation.
• Re-registration in the Unified State Register of Legal Entities.
• Transfer of property to a new legal entity.

Registration: public and non-public joint stock companies

The first step is to choose a legal form, public joint stock company or another type, in accordance with the needs of the organization being created. Next, you need to prepare all the necessary documents: an agreement between the founders, if there is more than one person, then - documents on the types and types of shares, their value and quantity. Afterwards, a charter is developed, which includes:

• The name of the organization in full and in the form of abbreviations; in the case of a public company, this should be reflected in the name.
• Legal address.
• Number and price of shares at par.
• Types of shares issued.
• Rights of shareholders owning a particular category of shares.
• Cost of authorized capital.
• Procedure for holding various meetings, voting and making decisions.
• The powers and decision-making algorithm of management bodies are in accordance with current legislation.

Now you need to register the company with the local tax authority, which one depends on the city and region in which the registration is made. It is necessary to fill out and provide all required documents, have them certified by a notary and pay a fee. Registration will be completed within 5 working days. Next, you will have exactly 30 days to issue and register shares, and you will also need to select the company that holds the register of shareholders.

It should be noted that the process of registration and creation of joint stock companies is a very responsible decision. Problems with documentation and various forms can arise even when registering an individual entrepreneur, so you should not save on creating a future organization; if any difficulties arise, it is recommended to contact competent specialists in the tax, legal and financial spheres. The correctly chosen organizational and legal form is the first step on the path to a successful business, and this choice should be made as thoughtfully as possible.

This is a joint-stock company, the participants of which can alienate the shares they own without the consent of other shareholders; it has the right to conduct an open subscription for shares issued by it without the consent of other shareholders and their free sale on the terms established by law and other legal acts.

Peculiarities. An open joint-stock company (OJSC) has the right to conduct an open subscription for the shares it issues and carry out their free sale. It has the right to conduct a closed subscription for shares, except for cases where the possibility of conducting a closed subscription is limited by the company’s charter or the requirements of legal acts of the Russian Federation. In an OJSC, it is not allowed to establish the preemptive right of the company or shareholders to acquire shares alienated by its participants.

Responsibilities. The JSC is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.

Profit distribution. In an OJSC, shares can be sold to any person, a subscription can be announced for them and they can be put on free sale.

If there is only one participant (founder), then this must be reflected in the charter (clause 6 of article 98 of the Civil Code of the Russian Federation). The number of shareholders is unlimited.

Joint stock company (JSC)

This is a company whose authorized capital is divided into a certain number of shares; Participants in a joint stock company are not liable for their obligations and bear the risk of losses associated with the activities of the company within the value of the shares they own.

Capital Formation. The capital of a joint stock company is made up of the nominal value of the company's shares acquired by shareholders. The authorized capital of the company determines the minimum amount of the company's property that guarantees the interests of its creditors. It cannot be less than the size provided for by the law on joint stock companies. Each participant buys shares, thereby forming the authorized capital. The authorized capital cannot be less than 1000 minimum wages, i.e. 100 thousand rubles.

Establishment procedure. The founders of a joint-stock company enter into an agreement among themselves that determines the procedure for their joint activities to create a company, the size of the company’s authorized capital, the categories of shares issued and the procedure for their placement. The constituent document of a JSC is its charter, approved by the founders. A JSC can be created by one person or consist of one person if one shareholder acquires all the shares of the company.

Responsibility. The founders of a joint stock company are jointly and severally liable for obligations that arose before the registration of the company. Participants are not liable for the obligations of the CJSC with their property and bear the risk of losses in the amount of the value of the shares they own. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the joint stock company to the extent of the unpaid portion of the value of the shares they own.

People's Enterprise (NP)

This is a type of closed joint stock company with a lower limit on the number of participants (at least 50 people). The enterprise is created on a voluntary basis, with a workforce of 15 people or more. It can be formed by transforming any commercial organization based on private capital; employees of a national enterprise must own at least 75% of the authorized capital. Only a limited number of employees can be non-shareholders, usually up to 10% of their total number in the enterprise; newly hired employees are allocated shares, usually depending on their labor contribution; one employee can own a limited number of shares. Upon dismissal, he is obliged to sell his shares to the national enterprise, the latter is obliged to buy them. In this case, partial sale of shares within the enterprise is possible; in the management of an enterprise, when making decisions, voting is allowed on the principle of “one shareholder - one vote”, regardless of the number of shares owned by the shareholder; executive compensation is strictly limited. At the same time, the elected director of the enterprise is vested with broad powers. The relationship between hired labor and capital is replaced by partnership. Instead of paying wages and salaries, employees receive a percentage of the company's income based on the number of shares they own and their labor contribution. Despite the fact that Russian legislation delays the legal registration of a national enterprise, many teams were already working in the country according to its rules at the end of the 20th century. Practice confirms the prospects and feasibility of creating this kind of enterprise.