What is a closed joint stock company: documents for opening a closed joint stock company, features, pros and cons of a closed type of management. Joint stock company (open and closed)
33. Joint-stock companies of open and closed type: concept, creation procedure, constituent documents. Shareholders
A joint stock company is a company whose authorized capital is divided into a certain number of shares.
The main provisions of the Sat of Joint Stock Companies are enshrined in the Civil Code of the Russian Federation, Federal Law of December 26, 1995 No. 208-FZ<Об акционерных обществах>.
The corporate name of a joint stock company must contain its name and an indication that the company is a joint stock company.
Participants of a joint stock company (shareholders) are not responsible for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own.
Types of joint stock companies:
1) an open company, the participants of which can alienate their shares without the consent of other shareholders.
Such a joint stock company has the right to conduct an open subscription for the shares it issues and their free sale;
2) a closed company, the shares of which are distributed only among its founders or other predetermined circle of persons.
Such a society does not have the right to conduct an open subscription for shares issued by it or otherwise offer them for acquisition to an unlimited number of persons.
The founders of a joint stock company enter into an agreement between 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, etc.
The agreement on the establishment of a joint stock company is concluded in writing.
The founders of a joint stock company are jointly and severally liable for obligations that arose before the registration of the company.
The constituent document of a joint stock company is the charter, approved by the founders.
The charter of the joint stock company contains: 1) name of the legal entity; 2) its location; 3) information about: a) the procedure for managing the activities of a legal entity; b) categories of shares issued by the company, their par value and quantity, the size authorized capital society; c) rights of shareholders; d) the composition and competence of the company’s management bodies and the procedure for their decision-making (issues are considered, decisions on which are made unanimously or by a qualified majority of votes).
A joint stock company has the right, by decision of the general meeting of shareholders, to increase or decrease its authorized capital by increasing or decreasing the par value of shares or issuing additional shares.
The highest management body of a joint stock company is the general meeting of its shareholders. The exclusive competence of the general meeting of shareholders includes:
Changing the company's charter;
election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;
decision on reorganization or liquidation of the company, etc.
34. Authorized capital of JSC. JSC funds
Minimum authorized capital should be not less than a thousand times the minimum wage, established by federal law on the date of registration.
An increase in the authorized capital is possible by increasing the par value of shares (the decision is made by the general meeting of shareholders) or by placing additional shares (the decision is made by the general meeting of shareholders or the board of directors (supervisory board), if in accordance with the company's charter it is granted the right to make such a decision).
Authorized capital can be reduced by reducing the par value of shares or reducing their total number.
The joint stock company has the right to issue and place two types of shares: ordinary and preferred.
Ordinary share gives the right to vote at the general meeting of shareholders, the right to receive a non-predetermined dividend from the company’s net profit for the current year and the right to receive part of the company’s property upon its liquidation. The par value of all ordinary shares of the company is the same.
Article 99. Authorized capital of a joint-stock company
1. The authorized capital of a joint-stock company is made up of the par value of the company's shares acquired by shareholders.
Authorized capital of the company determines the minimum amount of company property that guarantees the interests of its creditors. He can't be less the amount provided for by the law on joint stock companies.
2. It is not permitted to release a shareholder from the obligation to pay for the company's shares., including releasing him from this obligation by offsetting claims to society.
3. An open subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint stock company, all its shares must be distributed among the founders.
By Resolution of the Constitutional Court of the Russian Federation dated July 18, 2003 N 14-P, the provision of paragraph 4 of Article 99 in conjunction with the provisions of paragraphs 5 and 6 of Article 35 Federal Law dated December 26, 1995 N 208-FZ, on the basis of which a joint-stock company is subject to liquidation by a court decision if the value of its net assets becomes less than the minimum amount of authorized capital determined by law, was recognized as not contradicting the Constitution of the Russian Federation.
4. If at the end of the second and each subsequent financial year the value of the company’s net assets is less than the authorized capital, the company is obliged to declare and register in the prescribed manner reduction of its authorized capital. If the value of the specified assets of the company becomes less than specified by law minimum amount of authorized capital (clause 1 of this article), company subject to liquidation.
5. The law or the charter of the company may establish restrictions on the number, total par value of shares or the maximum number of votes belonging to one shareholder.
Article 100. Increasing the authorized capital of a joint-stock company
1. A joint stock company has the right, by decision of the general meeting of shareholders, to increase the authorized capital by increasing the par value of shares or issuing additional shares.
2. An increase in the authorized capital of a joint-stock company is allowed after it has been fully paid. An increase in the authorized capital of the company to cover losses incurred by it is not allowed.
3. In cases provided for by the law on joint stock companies, the company's charter may establish the preemptive right of shareholders owning ordinary (ordinary) or other voting shares to purchase additional shares issued by the company.
Article 101. Reduction of the authorized capital of a joint-stock company
1. A joint stock company has the right, by decision of the general meeting of shareholders, to reduce the authorized capital by reducing the par value of shares or by purchasing part of the shares in order to reduce their total number.
Reducing the authorized capital of the company is allowed after notifying all his creditors in the manner determined by the law on joint stock companies. In this case, the company's creditors have the right to demand early termination or fulfillment of the company's relevant obligations and compensation for losses.
The rights and obligations of creditors of credit institutions created in the form of joint-stock companies are also determined by laws regulating the activities of credit institutions. (paragraph introduced by Federal Law dated 07/08/1999 N 138-FZ)
2. Reducing the authorized capital of a joint-stock company by purchasing and redeeming part of the shares is permitted if such a possibility is provided for in the company’s charter.
Article 35. Funds and net assets of the company
1. Society is creatingRESERVE FUND in the amount provided for by the company's charter, but not less than 5 percent of its authorized capital.
(as edited by the Federal law dated 07.08.2001 N 120-FZ)
(see text in previous editors)
The reserve fund of the company is formed through mandatory annual contributions until it reaches the size established by the charter of the company. The amount of annual contributions is provided for by the company's charter, but cannot be less than 5 percent of net profit until the amount established by the company's charter is reached.
The company's reserve fund is intended to cover its losses, as well as to repay the company's bonds and repurchase the company's shares in the absence of other funds.
The reserve fund is not may be used for other purposes.
2. The charter of the company may provide formation from net profit of a specialCOMPANY EMPLOYEES JOINT STOCK FUND . Its funds are spent exclusively on the acquisition of shares of the company, sold by the shareholders of this company, for subsequent distribution to its employees.
In the event of a paid sale to the company's employees of shares acquired at the expense of the company's employees' corporatization fund, the proceeds are used to form the said fund.
In Russia, commercial enterprises operating as joint-stock companies are common. Until 2014, these entities were divided into closed and open joint-stock companies, but now they are designated according to the principle of publicity. This article will look at the main differences between these types of organizations.
Definition
To begin with, what is a joint stock company? This concept refers to commercial organizations whose capital is divided into shares - shares. These assets certify to their participants the rights of obligation regarding the management and organization of the company. Interestholders or shareholders may suffer some losses or, conversely, receive some income, in accordance with how many shares they have.
Characteristics
As a legal entity, a joint stock company has several distinctive characteristics:
- The authorized capital of the enterprise is formed from the funds (contributions) of the participants.
- The liability of shareholders for property is distributed according to the amount of their contributions.
- The capital of a joint stock company is divided into a specific number of assets - shares, which are exchanged at their par value. The shares are at the disposal of the participants, not the entire enterprise.
Types of joint stock companies
Let us give the definitions of a closed and open joint stock company. Thus, an open or public company is a company in which the founders are a certain, limited number of persons, but third parties can also be the owners of the assets of this organization.
Almost anyone can purchase company shares and receive dividends if the business form is open. The shareholder also has the right to alienate assets to third parties. At the same time, they do not need to ask the consent of other shareholders.
For forms of joint stock companies, it is mandatory to provide information on the company’s activities for the current reporting period. This information is published in the public domain, so investors can familiarize themselves with the company’s reporting via the Internet, the media and other sources.
Closed or non-public shareholder companies are also commercial organizations whose fund is divided into securities in the form of shares. The difference between a closed company is that its stock capital is distributed only among the founders, that is, individuals who formed the company. In addition, in closed organizations, third parties cannot acquire shares.
If a person decides to leave the circle of shareholders, he has the right to sell his assets, but only to persons from the founders of the organization. By the way, one of the advantages of a non-public society is the optionality of providing information to the media.
Why are JSCs created?
The main mission of joint stock companies (closed and open), as commercial enterprises, is to generate profits (dividends). There are many areas for JSC to conduct activities. Thus, an enterprise can engage in any type of activity if it does not contradict Russian legislation. It should be noted that some industries may require special permission (license): medicine, insurance, professional activity on the securities market and others.
Often the form of management of an organization as a joint stock company is created for long-term projects - the construction of any large object, for example, an oil pipeline.
The life of a JSC is not limited, unless otherwise specified in the Charter document. Also, the number of shareholders of the company is not limited, of course, if its form is open. For a closed organization there can be no more than 50 shareholders.
Specifics of societies
Among characteristic features open and closed joint stock companies, the main thing is the ability to transfer their own investment assets to other individuals and/or legal entities.
Open societies tend to be formed by the management of large, capital-rich business enterprises that require large investors. However, when it becomes necessary to hold meetings of the founders, it can be difficult to gather everyone, since the total number of shareholders can be in the thousands or even more.
What is the difference between an open joint stock company and a closed one? For a non-public company, which is designed for no more than 50 shareholders, more freedom is provided in managing the activities of the organization, in contrast to public forms of business. For example, the administration of a company may be completely transferred to the board of directors or other governing bodies of the business.
The meeting of shareholders of closed companies independently resolves many issues of the organization, for example: the value of assets - their nominal value, total quantity, granting additional rights to individual investors, and others.
What laws govern the activities of JSCs?
Legislatively, open and closed joint stock companies are regulated by the Civil Code, in particular, Article No. 66.3.
Also, the main federal law defining the activities of these forms of business is the Law “On Joint Stock Companies” 208-FZ.
Innovations in Russian legislation on forms of joint stock companies
In September 2014, the updated version of the Civil Code of Russia came into force. IN new edition the forms were divided legal entities, for example, into unitary and commercial, and also excludes some forms of enterprise organization (company with additional liability). In particular, open and closed joint stock companies began to be designated as public and non-public.
Thus, JSCs are public if:
- shares of the enterprise or securities that are exchanged for shares are published in the public domain;
- The turnover of the company's shares is carried out in accordance with Russian legislation regulating securities.
If the above criteria are not taken into account by the organization, but the name and charter indicate that the company has a public form of organization, then the rules of public societies apply to it (Article 66.3 of the Civil Code of the Russian Federation).
If the organizational form of an enterprise is a limited liability company, then all of them can only be non-public.
The difference between an open and closed joint stock company is that an indication of the “openness” of the company must be both in the charter and in official name. For example, if the institution was non-public, but then plans to place assets in the public domain, it is necessary to make these adjustments to the company’s charter and its name. Accordingly, the business form of the company will be listed as public, or PJSC.
If the company is closed, then it is enough to include this clause in the charter - the interpretation “non-public joint-stock company” may not be indicated in the company name.
Comparison of non-public forms of organization and limited liability companies
What are the similarities and differences between open and closed joint stock companies? We can say that closed, non-public forms of organization are something between a PJSC and an LLC:
- The authorized capital or capital of the company with closed form is divided into shares, unlike an LLC. In limited liability companies, the company fund is divided into shares.
- The similarity of non-public companies with LLCs is expressed in their limited liability. Thus, the number of participants - owners of shares / shares is limited, and the resale of assets is not carried out without the consent of all founders.
- When a public joint stock company is formed, the entire capital of the enterprise begins to trade on stock markets and circulate. In contrast, LLCs and closely held companies are not traded on exchanges, so they have no market value. However, an approximate price for shares and/or shares can be obtained if this is necessary for concluding, for example, a one-time agreement.
- Organizations operating as LLCs or non-public companies can be transformed into public (open) ones. However, while limited liability companies only need to re-register, non-public companies will need to completely change the type of company.
LLC or closed JSC?
Thus, the main difference between an LLC and a non-public company is only formal - it is either an authorized fund formed from investment shares of the founders, as in the first case, or from another equivalent of securities - shares. However, what are shares of open and closed joint stock companies?
First of all, it is an investment tool that involves active growth in stock markets, exchange rate fluctuations, quotes, and so on. While shares, as securities of another type, may consist of shares of not one, but several companies. Therefore, it is more typical for joint-stock companies to form public, open companies that will function and trade on the stock exchange market.
Liquidation
How to close an open or closed joint stock company? Termination of activity is the liquidation of a legal entity as an independent market element. Also, the JSC may stop activities in connection with the transformation.
Upon termination of activities, the organization may be liquidated voluntarily or forcibly. The liquidation of a joint stock company is voluntary by a decision adopted at a general meeting of shareholders. Forced liquidation is the result of a court decision or, as it is designated in economics, an expression of the will of the market.
The company is considered liquidated after the body has made state registration corresponding mark in the register of legal entities.
Grounds and stages of liquidation
Grounds for forced liquidation:
- The organization operates without a license/permit.
- The legislation does not provide for or prohibits the type of activity of the company.
- Violations or non-compliance by the organization with laws and regulations, if they are detrimental to the interests of the company’s shareholders or are of an irreparable nature.
- Declaration of an organization as insolvent as a result of a court decision.
Unlike forced termination of activities, the process of voluntary liquidation of a company consists of several stages:
- Adoption of a collegial decision on liquidation at a general shareholder meeting.
- Providing information on termination of activities to state registration authorities within three days after the organization makes a decision.
- Appointment of a liquidation commission after approval from a government agency. If the company's shareholders include government agency, then their representative must be present on the commission.
- The commission examines the organization to identify debt on loans and other loans, and draws up an interim liquidation balance sheet.
- In the absence of creditor claims, the final balance sheet is approved and assets are distributed among the organization's shareholders.
Main characteristics of types of societies
Thus, we list the main differences between an open and closed joint stock company:
- The distribution of assets in a public joint stock company occurs through open subscription, that is, an unlimited number of investors. In closed institutions, the circle of persons - shareholders - is predetermined.
- The authorized capital of a public company enterprise starts from 100 thousand rubles, and a non-public company - from 10 thousand rubles.
- The number of shareholders for open companies is not limited. For non-public joint stock companies, the number of share owners cannot exceed 50 persons.
- The corporate name of an open society institution states that it is public.
- Shares of closed institutions are not listed on stock exchanges.
Conclusion
Due to changes in the edition of the Civil Code, since 2014 the definition of open and closed joint stock company is no longer used. In the current version of the code, societies are divided into public and non-public. If the institution was closed, the word “closed” must be excluded from the name. Thus, the absence of an indication of publicity is a sign of a non-public company, that is, simply a joint-stock company.
Regarding business status, it can be said that non-public joint stock companies are less interesting to investors. Shares, as primarily a commodity that is traded on stock markets, are more suitable for public forms of business and are most suitable for business partnerships and transactions.
LLC PFP "Quantex": Technologies for maintaining a register of shareholders, financial analysis, methodological materials
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In accordance with Part 1 of Article 2 of the Federal Law “On Joint Stock Companies”, it follows that a Joint Stock Company is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company’s participants (shareholders) in relation to the company. OPEN JOINT STOCK COMPANY in accordance with Article 7 of the law
CLOSED JOINT STOCK COMPANY in accordance with Part 3 of Article 7 of the Law
THE ADVANTAGED DIFFERENCE OF AN OPEN FROM A CLOSED SOCIETYHaving analyzed Art. 7 of the Federal Law "On Joint Stock Companies", which provides for the general concepts of Open and Closed Companies, can be reflected in the following table the main difference between these types of Joint Stock Companies: |
Sign by which distinction is made |
public corporation |
Closed joint stock company |
| 1. open subscription for issued shares | Has the right to conduct an open subscription for issued shares and sell them | Does not have the right to conduct an open subscription for shares and offer them to an indefinite number of persons |
| 2. total number of shareholders | The number of shareholders is not limited | The number of shareholders should not exceed 50 |
| 3. pre-emptive right to purchase shares | The right of pre-emption to acquire shares alienated by shareholders is not permitted. | Preemptive right to purchase shares sold by shareholders is allowed |
| 4. annual publication of information about the annual report, balance sheet, profit and loss account | Obligated to publish this information annually (Part 1, Article 97 of the Civil Code) | Only in certain cases provided for by the Federal Law “On JSC” may it be obligatory to publish these documents (Part 2 of Article 97 of the Civil Code) |
RIGHTS OF SHAREHOLDERS OF OJSC AND CJSC
1. Shareholders of a closed company have a preemptive right to acquire shares sold by other shareholders to another person.
The procedure and timing for exercising this right to acquire shares sold by shareholders are established by the company's charter. It is important to emphasize that the period for exercising the preemptive right cannot be less than 30 or more than 60 days from the date of offering the shares for sale.
2. Shareholders of an open company - owners of voting shares of the company have a preemptive right to purchase these securities in an amount proportional to the number of company shares they own.
A decision on the non-use of the pre-emptive right to acquire shares and securities in the case of their placement through an open subscription with payment in cash, as well as on the validity period of such a decision, can be made by the general meeting of shareholders by a majority vote of the owners of voting shares. Moreover, the validity period of such a decision cannot be more than 1 year from the date of the decision.
3. Shareholders have the right to fully or partially exercise their pre-emptive right to purchase shares. But to do this, they must send a written application to the company to purchase shares. The application must contain the following information:
- name (title) of the shareholder;
- place of residence (location) of the shareholder;
- number of shares purchased;
- payment document.
This statement must be sent to the company no later than the day preceding the start date of the placement of additional shares convertible into voting shares.
CONCLUSION
To sum up the difference between an OJSC and a CJSC, it should be noted that there is a fairly wide range of issues and problems devoted to the procedure for creation, the exercise by shareholders of their rights, the possibility or, on the contrary, the inadmissibility of an open subscription to shares. However, this range of issues cannot be called exhaustive, since the work of both OJSC and CJSC constantly requires solving more and more new problems. And for those who are just planning to create a joint-stock company, they must understand the peculiar differences between an open joint-stock company and a closed joint-stock company.
And in conclusion, I would like to emphasize a few more interesting points. In accordance with Article 44 of the Federal Law "On Joint-Stock Companies", in companies with the number of shareholders of more than 50, the holder of the register of shareholders of the company must be a registrar, while in companies with the number of shareholders of less than fifty there is no such obligation, but there is such a right. Because If more than 50 shareholders can only be in open joint-stock companies, then this obligation applies mainly to them.
Again, according to Art.
Differences between open joint stock companies and closed ones
56 of the Law, in a company with more than one hundred shareholders - owners of voting shares of the company, a counting commission is created, the quantitative and personal composition of which is approved by the general meeting of shareholders; in a company in which the registrar is the holder of the register of shareholders, he may be entrusted with performing the functions of the counting commission. In a company with more than 500 shareholders—owners of voting shares—the functions of the counting commission are performed by the registrar. It is clear that these norms also apply to open joint-stock companies. By the way, it is important that only a professional participant in the securities market can be a registrar.
And finally - according to Art. 64 of the above-mentioned Law, in a company with the number of shareholders - owners of voting shares of less than fifty, the company's charter may provide that the functions of the company's board of directors (supervisory board) are performed by the general meeting of shareholders. In this case, the company's charter must contain an indication of a specific person or body of the company whose competence includes deciding on the holding of a general meeting of shareholders and the approval of its agenda. This norm applies to both closed and open (nothing prevents an open joint-stock company with less than 50 shareholders) joint-stock companies.
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There are many types of formation of legal entities. One of the most popular types when creating is a joint stock company. From the name it is clear that the creation of this type of legal entity has something to do with shares and shareholders. What is a joint stock company, how does it function, and what types exist today? All these questions are of interest to budding entrepreneurs. Moreover, quite recently, at the legislative level, amendments were made to the regulations for the activities of joint-stock companies.
What do joint stock companies represent today?
What is a joint stock company? This is the subject economic activity(legal entity), the charter of which is formed not just by cash or property, but specifically by shares. At the time of registration of the enterprise, these shares are distributed among the participants (shareholders). If there is only one participant, then the entire package, accordingly, belongs to the sole founder. The share of each shareholder in the distribution of profits from the activities of the enterprise is determined in accordance with the number of shares.
It should be noted that this organizational and legal form is most popular among organizations and enterprises that belong to medium and large businesses. Not so long ago there were such types as open and closed societies. The wording “closed joint stock company,” according to most experts, was initially incorrect. The thing is that this interpretation appeared in the early 90s due to incorrect translation of legal literature from a foreign language.
The difference between open and closed was as follows:
- Shareholders of open companies had the right to sell shares to any person without the consent of other shareholders. In closed companies, preference in purchasing was given to the shareholders of the enterprise.
- The number of shareholders of a closed company was limited to a certain number, while companies open type could attract an unlimited number of new shareholders.
How does a joint stock company work?
In order to obtain JSC status, it is necessary to register with the tax office. To register, you must fill out the appropriate package of documents, which includes:
- Application of a certain form.
- The decision of shareholders on the creation and registration of a company.
- Decision on the issue and registration of shares.
- Charter
In fact, the most important document here is the Charter. It specifies the number and par value of issued shares, the rules for the distribution of shares between shareholders, and the regulations for the transfer of rights to shares. The charter also regulates the number of shares that can be owned by one shareholder.
Unlike a limited liability company, where sole power belongs to the director of the enterprise, the activities of a joint stock company are regulated by a meeting of shareholders. It is the meeting that exercises control and executive functions. This happens through the election of a board of directors and a control and audit commission at a meeting of shareholders. Instead of a collegial body (board of directors), the appointment of a single director is allowed, unless this contradicts the company’s Charter.
Meetings of shareholders must be held regularly (annually) on dates approved in advance. Whenever non-standard situations An extraordinary meeting is allowed, provided that it is initiated by a group of shareholders (or one shareholder) who own at least 10% of the total block of shares.
The following issues are considered at the annual meeting:
- Report of the audit commission based on the results of the past period of the enterprise’s activities.
- Review of reporting documents in the form of reports on profits, losses, annual balance sheets and changes in the company's capital.
- Distribution of profits received from current activities.
- Re-election of the board of directors, members of the audit or audit commission.
Thus, we can conclude that a joint-stock company is a subject of legal activity, acting for the purpose of making a profit, having an authorized capital formed by shares. Management of such a shareholder structure falls within the competence of the company's shareholders.
Types of joint stock company today
As already mentioned, since September 2014, the concepts of closed and open societies have been abolished at the legislative level. Instead of these legal forms, new types of joint stock companies appeared: public and non-public. What is their difference?
- Public organizations are those that own shares. These shares can belong to shareholders or can be obtained by converting contributed fixed assets into new shares of the enterprise. Publicity means that all shares of an enterprise can be sold without restrictions through public offering. The conditions for the circulation of shares must comply with the securities law and the current legislation of the Russian Federation. In addition, the company name and title documents of the company must contain a reference to the fact that the company is public.
- All other entities that do not have the above characteristics are considered non-public.
These are, in fact, all the changes that were made to the law on joint stock companies. The essence remains the same, in fact only the names have changed.
Circulation of shares of public and non-public joint stock companies
Having found out what a joint stock company is, we can come to the conclusion that the main difference between one form and another is only in the order of circulation of the company’s shares. The regulations for the issue and registration of shares for public and non-public companies are absolutely identical.
The algorithm for issuing shares consists of the following stages:
- The founders decide to create a company and place shares. The decision specifies the conditions for issuing shares (documentary or uncertificated issue).
- Having prepared all the necessary documents for registering the company, they are submitted to the Federal Tax Service and the moment of placement of shares actually coincides with the procedure for registering the joint-stock company. The placement of shares can occur by distributing them among several members of the company (founders) or through acquisition by a single shareholder.
What is the difference between a closed joint stock company and an open joint stock company?
All placement data is reflected in the registration application form and is duplicated in the Unified State Register of Legal Entities. Please note that information about placement must be identical to the information specified in the Charter of the enterprise.
- After registering the company with the tax control authorities, it is necessary to go through the process of registering the issue of shares in a division of the Central Bank of Russia. This division is called the financial control service. The registration period is 1 month from the date of assignment of the OGRN (the moment of registration of the legal entity).
- To complete registration, it is necessary to prepare a package of documents, which includes constituent documents, a decision on the issue and distribution of shares, certificates of payment for shares upon their redemption and payment orders (receipt orders) from the bank. The registration authority is given a month to review the package of documents, after which a positive or negative opinion can be issued. However, during this time, by agreement with the registrar, you can have time to eliminate all existing shortcomings.
- Based on the results of successfully completed registration, the representative of the JSC receives the following package of documents: notification of registration, decision on the issue, which was submitted earlier, with the registrar’s mark, a report on the results of the issue of shares.
- The final stage is the submission of received documents to the registration authority ( tax office). A ten-day period is allotted for this from the date of registration of the issue of shares with the Central Bank.
When issuing shares, and especially during the process of registering the issue, it should be remembered that compliance with the deadline during which the documents must be submitted to the Central Bank is extremely important. Missing the deadline means serious financial penalties. The amount of the fine ranges from 500 to 700 thousand rubles.
In the Russian economy there is such a concept of an economic entity as a joint-stock company, which is divided into two types - closed and open. What are the differences between these types of societies? Or maybe there are no differences between them at all? This question is quite interesting, so let’s try to understand it in more detail.
Definition
CJSC (Closed Joint Stock Company) represents commercial organization, whose authorized capital is divided into a certain number of shares (securities). A characteristic feature of a closed joint stock company is the fact that shares can only be owned by individuals who created this organization, that is, the founders. Outsiders cannot purchase securities of a closed joint stock company. In addition, if any shareholder decides to leave the founders, he can sell his shares, but only to those persons who are among the company’s shareholders. In addition, a closed joint stock company has a certain advantage - it has the right not to publish its reports in the media.
OJSC (Open Joint Stock Company) is a commercial organization whose authorized capital also consists of shares. The founders of a given company may be a limited number of persons, but the owners may be persons not included in this composition. This nature of the relationship allows almost any person or legal entity to purchase shares of any JSC and become its shareholder, and, consequently, receive a certain income in the form of dividends. It should be said that each shareholder can at any time decide to alienate his securities in favor of third parties, and he is not obliged to ask permission from other shareholders. In addition, the JSC is obliged to publicly present its reports for the past period to potential investors for review.
Comparison
In conclusion, we must conclude that CJSC and OJSC are types of joint stock companies that have their own characteristic features that are unique to them. Thus, only the founders of a closed joint-stock company can own securities, and alienate them only in favor of other shareholders, while the shareholders of an open joint-stock company can become both individuals and legal entities who are not part of the founders of the company, while shares of an open joint-stock company can be sold without consent then existing shareholders. In addition, the reporting of an OJSC must be published in public media, and a CJSC has the right not to publish its documentation.
The number of participants in an open joint stock company is not limited. But a closed joint-stock company can include no more than 50 people at a time, which can significantly complicate doing business. But to start operations, a closed joint-stock company will need an authorized capital of 100 minimum wages, while an open joint-stock company will need 1000 minimum wages. There are also nuances in terms of the company's development.
The difference between an open joint-stock company and a closed joint-stock company
So, if the number of participants in a closed joint-stock company exceeds 50, within a year it must be re-registered as an open joint-stock company.
Conclusions TheDifference.ru
- Shareholders of a CJSC can only be the founders of the company, and shareholders of an OJSC can be both individuals and legal entities who have expressed their desire and purchased the securities of this organization;
- Authorized fund. For CJSC it is 100 minimum wage (10 thousand rubles), for OJSC – 1000 minimum wage (100 thousand rubles).
- A closed joint-stock company cannot include more than 50 people at the same time. The number of shareholders of an OJSC is not limited by law.
- The shares of the JSC are redistributed only between the founders and with their consent, the securities of the JSC can be sold to third parties without the consent of existing shareholders;
- An open joint-stock company is obliged to publish its reports, but a closed joint-stock company is not.
- Business status. Due to its closed nature, the closed joint-stock company is perceived worse by investors and business partners. In the eyes of the business world, JSC has the highest business status, which allows us to count on special treatment of its business.
1.Introduction…………………………………………………………………………………..2
2. The concept of a closed joint stock company……………………………..3
3. The purpose of creating a closed joint-stock company………………………………………………………4
4. Advantages of JSC………………………………………………………..4
5. Disadvantages of CJSC………………………………………………………………5
6. Legal characteristics of a closed joint stock company………………5
7. Responsibility of the JSC………………………………………………………5
8. Rights and obligations of shareholders of CJSC………………………………………………………6
9. Management bodies of the CJSC……………………………………………………..6
10. Constituent documents of the CJSC………………………………………………………7
11. The procedure for distributing profits in a closed joint-stock company…………………………………..8
12. Transformation of CJSC……………………………………………………..8
13. List of references……………………………………………………….8
14.Test………………………………………………………………………………………9
Introduction
The joint stock form of ownership is a fundamentally different form of business organization. This new quality is acquired by the joint stock company due to the emergence of a new tool for it - attracting external capital from all possible sources financing - through shares issued by a joint-stock company. The joint stock form of ownership arose from the needs of the economic life of society and has a rather long history, although it is generally shorter than history business partnerships.
The first joint stock companies began to appear in Europe in early XVII century, when the implementation of large commercial and industrial projects required significant financial resources, which could only be mobilized by pooling the funds of many people and enterprises.
What is the difference between a joint stock company and a joint stock company?
The financial resources of general and limited partnerships were no longer sufficient here. The new form of combining capital to achieve any commercial goal is called corporate (from the Latin corporatio - association) or joint stock. The first joint-stock company was the East India Trading Company, formed in 1602 to trade with countries South-East Asia(we are talking about a Dutch trading company that existed in 1602-1798. There was also an English East India Company in 1600-1858).
The need to create a joint stock company, rather than any other form of enterprise, was necessitated by the fact that an expedition of this kind was a very expensive and risky undertaking; if one or two very rich people invested money in it, and the expedition was unsuccessful, they would become bankrupt. Wanting to limit commercial risks by the size of the contribution made, merchants and industrial entrepreneurs pooled their capital into a single fund, which they divided into equal shares - shares (from the Dutch Aktie - share, share), which could be resold to anyone. Along with the share, the right to participate in the management of the joint-stock company and the right to receive a dividend were transferred to the buyer. This was the beginning of the joint stock business in Europe.
In Russian economic practice, joint stock companies began to appear much later than European ones: the charter of the first of them, the Russian-American Joint Stock Company, was approved only in 1799. However, by the end of the 19th – beginning of the 20th centuries, joint-stock entrepreneurship had received significant development in our country.
In the modern world economy, joint stock companies are the most acceptable organizational and legal form for medium and large enterprises. There are closed joint stock companies - CJSC (private corporations) and open joint stock companies - OJSC (public corporations). Let us consider each of the noted forms, and also indicate their advantages and disadvantages.
The concept of a closed joint stock company.
This form of business organization is similar to the principles of organizing a limited liability company. The main difference is that when forming the authorized capital of a limited liability company, shares are not provided. In the case of the formation of a joint stock company, the authorized capital is divided into a certain number of shares of equal par value - shares. If they talk about a closed joint-stock company, then it is understood that the shares of the closed joint-stock company are not available for free sale and are sold to third parties only with the consent of the shareholders of this company.
A closed joint stock company is a joint stock company whose shares are distributed only among its founders or another predetermined circle of persons.
Participants in a closed joint-stock company can be capable Russian and foreign citizens, stateless persons, and legal entities that create the authorized capital.
A joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons, is recognized as a closed joint stock company. Such a company does not have the right to conduct an open subscription for shares issued by it, or offer these shares to an unlimited number of individuals and legal entities for acquisition by other means.
Closed Joint Stock Company (CJSC) is entrepreneurial firm, the capital of which is divided into parts and dispersed among a limited number of shareholders who have obligatory rights in relation to the property of the closed joint-stock company and bear limited liability for its obligations. Shares of a closed joint stock company may be distributed different ways, but at the beginning, at the stage of creating a given company - between its founders. Each of them is assigned the right to subsequently sell these shares to new participants of the closed joint-stock company, among whom there may well be employees of the specified closed joint-stock company.
A closed joint stock company is a joint stock company whose shares are distributed among the founders or a previously known limited circle of persons who cannot alienate their shares to non-members of the company without the consent of its other members. The procedure for such “consent” usually boils down to the fact that, during a specified period of time, the shareholders of a given company have a preferential right over other persons who are not members of the company to acquire the shares being sold.
A closed joint stock company is a legal entity organized by participants from one to fifty people for the purpose of making a profit, which can engage in any non-prohibited business activity. The type of activity is determined by the meeting of shareholders.
The CJSC bears responsibility for its obligations to the extent of its entire property. CJSC shareholders do not risk their property, only their shares.
In a closed joint stock company, shares can be transferred from one participant to another only by decision of the majority of shareholders.
The purpose of creating a joint stock company
A closed joint stock company is created for the purpose of making a profit and can engage in any activity not prohibited by law. At the same time, for certain types of activities it is necessary to obtain a special permit (license). The term of activity is unlimited, unless otherwise established by the Charter of the Company.
Advantages of CJSC (Closed Joint Stock Company)
What is the main advantage of a closed joint stock company for businessmen? different levels? After all, the price of registering a CJSC is comparable to the price of registering an LLC; only the issue of shares in government bodies (FSFM) is additionally paid. The main advantage is a flexible form of management of a closed joint-stock company compared to an LLC while maintaining control over the fixed capital and assets of the closed joint-stock company. Why and for what reason can such a distinctive advantage be identified? There are several reasons for this:
1. Internal corporate control, as in an LLC, reaches a high degree of importance. Shareholders may provide for a ban on the sale of shares to third parties; on the other hand, even if there is no such ban, then Art. 97 part 2 of the Civil Code of the Russian Federation (Civil Code of the Russian Federation), which states that if there is no prohibition, the remaining shareholders have the right of first refusal to purchase shares put up for sale by one of the owners;
2. The second aspect of internal corporate control is that, unlike an OJSC, in a CJSC shareholders control the conduct of business independently. External corporate control over an OJSC provides for numerous obstacles to majority (predominant) ownership, including: cumulative voting at a general meeting of shareholders, the institution of independent directors on the supervisory board (board of directors), collegiality of the board, in some cases, inaccessibility to the financial statements of an enterprise in the form of an OJSC , serious influence of minority shareholders, high control over the activities of the JSC from the state, the public and financial institutions, etc.
3. The flexibility of share capital management provides for the possibility of quick - without notarization and immediate state registration - movement of share capital among shareholders within the framework of secrecy. After the period established by law, information about changes is transmitted to the Federal Tax Service and the Federal Financial Markets Service.
4. Another advantage of a closed joint stock company is the impossibility for competitors to secretly buy up a fairly large block of shares in the enterprise and thereby put it in a subordinate position. Since the shares of a closed joint stock company are sold only with the permission of the general meeting of shareholders and do not have free circulation, the noted option of a hostile takeover is practically excluded.
A fairly low level of liability of participants for the Company’s debts;
Large-scale management capabilities of the Company;
It is very prestigious to be the owner of a Closed Joint Stock Company;
You can choose any name for the CJSC and conduct its activities in any territory;
Absence of any restrictions in choosing licenses and obtaining permits;
A simple procedure for selling shares, plus the availability of pre-emptive rights;
High confidentiality of business ownership.
Disadvantages of JSC
The highest cost of creating a closed joint stock company compared to other organizational and legal forms;
Longest period for company registration;
The statutory obligation to register the issue of shares with the Federal Financial Markets Service;
Most high level penalties imposed on the CJSC and the amount of established duties;
Existing restrictions on the number of participants in a closed joint stock company - no more than 50 persons;
Possible difficulties associated with the liquidation and reorganization of a closed joint stock company and the presence of a control body.
Legal characteristics of a closed joint stock company
The main features of a closed joint-stock company available in the law are as follows:
a closed joint-stock company can distribute its shares only among the founders or another, previously known circle of persons, total number which does not exceed fifty;
a closed joint stock company does not have the right to conduct an open subscription for its shares;
shareholders of a closed joint-stock company have a pre-emptive right to purchase shares sold by other shareholders of the company.
Responsibility of the JSC
The company is liable for its obligations with all its property. The company is not liable for the obligations of its shareholders.
If the insolvency (bankruptcy) of a company is caused by the actions (inaction) of its shareholders or other persons who have the right to give instructions binding on the company, or otherwise have the opportunity to determine its actions, then the specified participants or other persons in the event of insufficiency of the company’s property may be charged subsidiary liability for his obligations.
Rights and obligations of CJSC shareholders
Rights of shareholders - owners of ordinary shares:
participate in the general meeting of shareholders with the right to vote on all issues within its competence in the manner established by the Law;
in case of liquidation of the company - the right to receive part of its property.
Each ordinary share of the company provides the shareholder with the same amount of rights to its owner.
Rights of shareholders - owners of preferred shares:
right to receive dividends;
if provided for by the company's charter - the right to receive part of the company's property in the event of its liquidation;
if the company's charter provides for the right to demand the conversion of preferred shares into ordinary shares or other types of preferred shares;
the right to participate in the general meeting of shareholders with the right to vote when resolving issues of reorganization and liquidation of the company.
Shareholders have the right to access the company's documents, such as the establishment agreement, charter, documents confirming the company's rights to property on its balance sheet, internal documents of the company, annual reports and others in accordance with paragraph 1 of Art. 89 Federal Law "On Joint Stock Companies". Shareholders (shareholders) having in aggregate at least 25 percent of the company's voting shares have the right to access accounting documents and minutes of meetings of the collegial executive body.
Shareholders have the right to sell their shares, but other shareholders have a pre-emptive right to purchase these shares.
The charter may provide for the preemptive right to acquire shares by the company itself.
CJSC management bodies
The highest management body in a closed joint-stock company is the General Meeting of Shareholders of the company. The exclusive competence of the General Meeting is established by Law (Article 48 of the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies”). The General Meeting of Shareholders does not have the right to consider and make decisions on issues not within its competence by law.
JSC is a form of association, the funds of which are formed by adding the capital of participants, issuing and placing shares.
Promotion- a security indicating that the owner has contributed a certain amount of money to the capital of a joint-stock company and gives the right to receive annual income - a dividend from the profit of the specified company.
The difference between an artel, partnership, LLC, on the one hand, and a joint-stock company, on the other, consists mainly in the fact that in the first case people (entrepreneurs) unite with their property to work together, and in the second, capital is united primarily for its sharing. In both cases, the participants of the association are responsible for the results of its activities, primarily with their contributions.
JSC is created on the basis of a voluntary agreement between legal and individuals(including foreign ones).
Joint Stock Company (JSC)
Joint-Stock Company:
Is a legal entity;
Bears property liability to creditors;
Has property completely separate from the property of individual shareholders;
Owns cash share capital, divided into parts (shares).
Associations joint stock type receive the following advantages:
The ability to attract additional investment by issuing shares;
Limiting the property liability of shareholder partners only to the value of the shares they own;
Reducing business risk;
Facilitating the flow of capital funds from industry to industry.
A joint stock company usually operates for an indefinite period, unless its charter provides otherwise. The transfer of ownership interest (shares) is carried out through the sale of shares (sometimes the constituent documents may establish a different procedure). The appearance of additional shareholders is stipulated by the charter. The management function is performed by the board, which selects executive bodies(director, his deputies, chief accountant, etc.).
The authorized capital of a joint-stock company represents a certain nominal value of shares acquired by shareholders. The size of the authorized capital is determined by the founders of the company based on the needs for cash and other funds to start its activities. The company is liable to creditors within the limits of not only the authorized capital, but also the entire value of its property. The authorized capital at the time of establishment of the company must consist of an agreed number of shares, a multiple of ten, of the same par value. Usually, a lower limit for the authorized capital is set, which, for example, in Russia at the end of the 1990s could not be less than 100 thousand rubles. The contribution of a company participant can be cash in rubles and foreign currency, as well as buildings, structures, equipment and other material assets, securities, including inventions, patents, rights to use land, water and other material resources. The value of the property is determined by the general meeting of participants.
The authorized capital of a JSC is replenished in two ways:
Through public subscription to shares;
Through the distribution of additional shares among the founders.
In the first case, an open joint-stock company is formed, in the second - a closed one.
JSC shares can be transferred from one person to another without the consent of other shareholders. Shares of CJSC distributed among its participants, their transfer to third parties is carried out only with the consent of the members of the company. The number of participants in a closed joint stock company should not exceed 5 people. Otherwise, it is subject to transformation within a year into an OJSC.
An increase in the authorized capital is usually achieved by issuing new shares or increasing the par value of shares. The authorized capital is reduced by reducing the par value of shares or by purchasing part of the shares from their owners with further cancellation.
JSC management bodies:
· general meeting of shareholders - develop a general development line, changes to the charter, etc.,
· board (board of directors, administrative council) – management of the current activities of the company and representation in external organizations.
Large enterprises operate in the form of joint stock companies. This is due to the need to concentrate a large amount of capital for such a company to carry out its activities. Share capital forms the authorized capital. It is these tools that make it possible to solve production problems at the initial stages of the organization’s functioning.
There are several forms of work large companies. Open and the most common types of such organizations. The correct choice of one form or another depends on further work enterprises.
The concept of a joint stock company
And a public organization is limited solely by the value of their securities. If it is necessary to pay off their debts with creditors, the participants of the organization do not have to answer with all their property. When a company is liquidated after paying all debts, each owner of securities claims a part of the organization’s property according to his degree of participation in the authorized capital.
If bankruptcy occurs due to the fault a certain person, for example, a group of shareholders or a hired director, increased liability of such persons is provided. It occurs when a company does not have the funds to pay its debts in full. In this case, the perpetrators bear subsidiary liability.
State participation
Closed joint stock company, management which is performed by a limited circle of people, has several more features. They arise when part of the company's shares are owned by the state.
The founders of companies in some cases may be the governing bodies of the country. The state most often owns such type of financial instruments as “golden” shares. This type of securities gives the right to governing bodies of various levels of subordination, in cases specified by law, to interfere in the course of making strategic decisions of the organization.
If part of the company's shares are owned by the state, it can only be an open public organization. The ruling bodies cannot own shares of a closed company. Information about all enterprises in which the state participates must be posted publicly. This fact excludes the possibility of the ruling bodies owning shares in the CJSC.
Changing the form of organization
CJSC (closed joint stock company) may change the form of its organization. A public enterprise can also become non-public. To do this, it is expected to carry out a certain procedure of registration and reorganization. In this case, the amount of funds in the authorized capital, as well as the obligations and rights of securities owners, are subject to change.
In the case when the authorized capital of a closed company has decreased and ceased to comply with the law established level, reorganization is underway. In this case, the company can continue its activities, but in the form of a limited liability company. When its own capital reaches the level of 1000 times the minimum salary, a non-public company can become a public joint stock company. In this case, new prospects open up for its development and attracting investment capital.
JSCs can also be reorganized. In this case, the company can become a non-public organization. Similar solutions adopted by the meeting of shareholders. Accounting data confirms the need for such a procedure.
Documentation
A closed joint stock company is a specific form of operation of the enterprise. In order for an OJSC to become a CJSC, it is unacceptable to carry out the transformation procedure. The company will first reorganize. In this case, the board of directors must prepare appropriate documentation.
A project is being drawn up. It consists of several mandatory points. They clearly describe how the reorganization process will be carried out. The shares are subject to exchange for new securities. At the same time, all emission conditions that correspond to the form of business being created are met.
During the reorganization process, a detailed list of the company's assets is compiled. It will be transferred to the new society. At the meeting of shareholders, the size of the fund is established and new managers are appointed. The state registration authorities record the fact of termination of the old company's activities. After this, a new organization is created.
Open and closed joint stock company is the most common forms of management in the structure of medium and big business. Their correct choice allows the company to function in accordance with its capabilities and market share.
A closed joint stock company is one of the organizational and legal types of an economic entity, a method of securing and using property, as well as the resulting legal status and goals entrepreneurial activity. The correct choice of organizational and legal form provides the founders with additional tools to implement plans to protect and develop business.
A closed (according to the latest amendments to the Civil Code of the Russian Federation, non-public) joint-stock company (CJSC) is a joint-stock company whose shares are distributed exclusively among the founders and a predetermined circle of persons.
Distinctive features of the company
One of the features that distinguishes a non-public joint-stock company from a public one is the sale of shares only between participants in the joint-stock company itself. According to the law, the composition of a closed joint stock company should not exceed 50 people. Thus, the charter of this joint stock company is significantly less than the capital of an open joint stock company.
In a closed joint-stock company, participants have an advantage when purchasing shares of other participants in this joint-stock company. If the participants do not exercise their right to purchase shares, then the shares of the non-public JSC may be sold to other persons. To make this decision, a quorum is required; this is specifically stated in the charter of the closed joint stock company.
During the registration of a non-public JSC, its property is assessed with the involvement of an independent appraiser. Following registration, a closed joint stock company undertakes to issue and place its shares. The fact of issue of shares is recorded by the registration authority. During registration, it is necessary to carefully comply with all legal requirements for CJSC ( required amount participants, valuation of authorized capital, etc.). When registering a closed joint stock company, the founders pay the assigned part of the authorized capital; this can be done by making a cash contribution or a share in the form of property.
Increasing the capital of a joint stock company is carried out in various ways. This can be done by making additional contributions by participants, increasing the value of the CJSC’s property, or by attracting funds from other persons (this is noted in the CJSC’s charter).
All activities of a non-public joint stock company, from the moment of registration until its liquidation, require proper legal registration.
Advantages and disadvantages of JSC
A closed joint stock company, like any other type of organizational and legal form, has its advantages and disadvantages.
The first advantage of a closed joint-stock company should be mentioned that the sale of shares between the participants of the joint-stock company does not require registration with any government body, but is carried out in simple written form using a purchase and sale agreement. The corresponding mark is made only in the register of shareholders, which is maintained by a third-party organization, or by the joint-stock company itself.
The charter of a non-public joint stock company does not mention either the company's shareholders or its founders. A closed joint stock company has an impersonal charter. This means that the unified state register will not contain any information about the participants of the JSC. CJSC is perfect for people who value high confidentiality and do not want to disclose information about themselves and their own business.
Also, a non-public joint stock company is a beneficial organizational and legal form for those who seek to create the authority of their own company and attract additional investment in their company. Being a founder is always elitist.
The founders of a closed joint-stock company are united by joint and several responsibility; this type of joint-stock company is managed not by one person, but by a collegial body - a general meeting of shareholders, which is designed to resolve all important issues. This type of joint stock company is characterized by the presence of an excellent management structure.
The disadvantages of a non-public joint stock company include a limited number of participants - no more than 50 people, otherwise the joint-stock company is subject to liquidation or reorganization. The lengthy process of registering a closed joint stock company associated with registering the issue of shares and creating a report on the issue is negative side this type of joint stock companies.
Also, minor difficulties may arise for a company participant if for some reason he decides to leave the CJSC. You can take your share of property in the authorized capital only by selling shares, which are a kind of equivalent to the valuation of the company’s capital.
Suitable legal form for conducting own business can only determine, based on their characteristics, the direction of activity, because when different conditions advantages different types AO can turn into disadvantages and vice versa.
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