Economic companies. Business companies as legal entities (concept, procedure for creation, governing bodies). Types of business entities
The activities of business companies (LLC, ADO, OJSC, CJSC), except for the Civil Code, are regulated by a special law “On Business Companies”.
A business company is a commercial organization established by two or more persons with a charter fund divided into shares (shares) of the founders (participants).
Economical society:
owns separate property created through the contributions of the founders (participants), as well as produced and acquired by the business company in the course of its activities;
bears independent responsibility for its obligations, can, on its own behalf, acquire and exercise property and personal non-property rights, perform duties, and be a plaintiff and defendant in court. A business company must have an independent balance sheet;
may have civil rights corresponding to the objectives of its activities provided for in its constituent documents. Certain types activities, the list of which is determined by legislative acts, a business company can engage in only on the basis of a special permit (license);
acquires civil rights and assumes civil responsibilities through its bodies acting in accordance with the law and constituent documents;
in accordance with the law may create legal entities, and also be part of legal entities;
in accordance with legislative acts, may participate in the creation of financial, industrial and other economic groups in the manner and under the conditions determined by the legislation on such groups, as well as be part of them.
The economic company has a name in Belarusian and Russian languages, containing an indication of its organizational and legal form.
A business company is liable for its obligations with all its property.
The founders (participants) of a business company are not liable for the obligations of the business company, and the business company is not liable for the obligations of the founders (participants).
A business company is recognized as dependent if another business company has a share in the authorized capital (shares) of this company in an amount corresponding to 20% (or more) of the votes of the total number of votes that it can use at the general meeting of participants of such a company.
The merger of business companies, business societies and legal entities of other organizational and legal forms is recognized as the creation of a new business company or legal entity of a different organizational and legal form by transferring to the new legal entity created as a result of the merger all the rights and obligations of the business companies, business companies and legal entities participating in the merger persons of other organizational and legal forms with the termination of their activities in the manner prescribed by law.
Business companies and legal entities of other organizational and legal forms participating in the merger enter into a merger agreement, which determines the procedure and conditions for the merger.
Affiliates of a business company are recognized as individuals and legal entities capable of directly and (or) indirectly (through other individuals and (or) legal entities) determining decisions or influencing their adoption by the business company, as well as legal entities whose decisions the business company has such influence on influence.
Affiliated persons of the business company are:
members of the collegial management bodies of a business company, an individual or legal entity exercising the powers of the sole executive body of this company;
a legal entity that is a member of an economic group that includes this company;
a legal entity that has the right to dispose of a share in the authorized capital (shares) of a business company and (or) another legal entity that is an affiliate of this company in the amount of 20% or more;
an individual who has the right, individually or jointly with one or more of his affiliates (spouse, parents, children, adoptive parents, adopted children, grandparents, grandchildren, siblings and parents of the spouse) to dispose of a share in the authorized capital (shares) of a business company and (or) another legal entity that is an affiliate of this company in the amount of twenty percent or more;
a legal entity in relation to which the business company is a subsidiary or is recognized as dependent;
a legal entity that is a subsidiary or is recognized as dependent in relation to a business company;
a legal entity in the authorized capital of which this company has the right to dispose of shares (shares) in the amount of twenty percent or more;
unitary enterprises created by a business company;
spouse, parents, children, adoptive parents, adopted children, grandfather, grandmother, grandchildren, siblings and parents of the spouse individual who is an affiliated person of a business company, with the exception of an individual who is a member of a collegial management body or exercising the powers of the sole executive body of a legal entity specified in paragraph three of this part;
members of the collegial management bodies of a legal entity that is an affiliate of a business company, an individual or legal entity exercising the powers of the sole executive body of this legal entity.
The business company determines the circle of its affiliated persons and, in the manner established by it, notifies in writing about this and keeps records of such persons.
Additional and limited liability companies
A limited liability company is a business company with a number of participants of no more than fifty, the authorized capital of which is divided into shares of sizes determined by the constituent documents. A limited liability company cannot have one participant.
The authorized capital of a limited liability company is made up of the value of the contributions of its participants.
A limited liability company does not have the right to issue shares.
The name of a limited liability company must contain the words “limited liability company.” The abbreviated name of a limited liability company must contain the abbreviation “LLC”.
The constituent documents of an LLC are the memorandum of association and the articles of association.
Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made to the authorized capital of this company.
Part of the profit of a limited liability company remaining at its disposal after paying taxes and other obligatory payments, covering losses of current periods resulting from the fault of the company itself, and contributions to the funds of this company, can be distributed among its participants in proportion to the size of their shares in the authorized capital of the company, unless otherwise established by its constituent documents.
A participant in a company has the right to sell or otherwise alienate his share to one or more participants of this company or to the company itself (i.e., all of these persons have a pre-emptive right to purchase the alienated share).
The norms of legislation regulating the activities of LLCs apply to an ALC (limited liability company).
The main difference is the allocation of responsibilities of the participants.
The participants of such a company jointly and severally bear subsidiary liability for its obligations with their property within the limits determined by the constituent documents of the company, but not less than the amount established by legislative acts, in proportion to the contributions of these participants in the authorized capital of the company with additional liability.
The constituent documents of a company with additional liability may provide for a different procedure for distributing additional liability among its participants.
In the event of economic insolvency (bankruptcy) of one of the participants in a company with additional liability or insufficiency of the property of one or more participants in the company to ensure the share of additional liability due to them, his (their) liability for the obligations of this company is distributed among the remaining participants in proportion to their contributions, unless the constituent documents a different procedure for distributing responsibility is provided.
The organizational forms of LLC and ODO are most common in the business environment.
These forms already sufficiently ensure the safe conduct of business if it is carried out with the participation of the capital of several persons.
In an LLC, participants risk only their contribution, while in an ALC, the minimum amount of subsidiary liability is relatively small (50 basic units).
The number of participants (from 2 to 50) can be determined depending on the amount of capital required to organize the business.
Corporation ( Joint-Stock Company): types, characteristics, advantages and disadvantages.
A joint stock company is a business company whose authorized capital is divided into a certain number of shares.
The authorized capital of a joint-stock company is made up of the nominal value of shares.
A joint stock company can be open or closed.
A joint stock company, the participant of which can alienate shares belonging to him without the consent of other shareholders to an unlimited number of persons, is recognized as an open joint stock company. Such a joint-stock company has the right to conduct an open subscription for the shares it issues and freely sell them under the conditions established by the legislation on securities.
The number of shareholders of an open joint stock company is not limited.
A joint stock company, the participant of which can alienate shares belonging to him only with the consent of other shareholders and (or) to a limited circle of persons, is recognized as a closed joint stock company. Such a joint stock company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.
The number of participants in a closed joint stock company should not exceed fifty. Otherwise, it is subject to reorganization within one year, and upon expiration of this period - to liquidation in court, if the number of participants does not decrease to the specified limit.
The name of the joint stock company must contain the words “open joint stock company” or “closed joint stock company”. The abbreviated name of the joint stock company must contain the abbreviation “OJSC” or “ZAO”.
A share is a perpetual issue-grade security, indicating a contribution to the authorized capital of a joint-stock company and certifying the rights of its owner to participate in the management of this company, to receive part of its profit in the form of dividends and part of the property remaining after settlement with creditors, or its value in the event of liquidation joint stock company.
The par value of all shares issued by a joint stock company must be the same.
The issuance of shares as warrant securities or bearer securities is not permitted.
A joint stock company has the right to issue shares of two categories: ordinary (ordinary) and preferred.
The charter of a joint stock company may provide for the issue of preferred shares of one or more types.
Types of preferred shares differ in the volume of rights they certify, including the fixed amount of the dividend, and (or) the order of its payment, and (or) the fixed value of the property to be transferred in the event of liquidation of the joint stock company, and (or) the order of its distribution.
With the transfer of a share, all rights certified by it are transferred in aggregate.
The share of preferred shares of all types in the total volume of the authorized capital of the joint-stock company should not exceed 25%.
Shareholders - owners of common (ordinary) shares have the right to:
receiving part of the profit of the joint-stock company in the form of dividends;
receiving, in the event of liquidation of a joint stock company, part of the property remaining after settlements with creditors, or its value;
participation in the general meeting of shareholders with the right to vote on issues within the competence of the general meeting of shareholders.
Shareholders - owners of preferred shares have the right to:
receiving part of the profit of the joint-stock company in the form of fixed dividends;
receipt in the event of liquidation of a joint stock company of a fixed value of property or part of the property remaining after settlements with creditors.
Shareholders who own preferred shares have the right to participate in the general meeting of shareholders with the right to vote when making decisions on the reorganization and liquidation of the joint-stock company, on introducing amendments and (or) additions to the charter of the joint-stock company that limit their rights.
When establishing a joint stock company, all its shares must be distributed among the founders.
The placement of additionally issued shares by a joint stock company can be open or closed.
During an open placement by a joint stock company of additionally issued shares, they are placed among an unlimited circle of persons, and during a closed placement - among a limited circle of persons.
An open joint-stock company has the right to conduct an open placement of additionally issued shares, and in the case of placement of such shares at the expense of the company’s own funds and (or) its shareholders, as well as in other cases provided for by legislative acts, also a closed placement of additionally issued shares.
A closed joint stock company has the right to conduct only private placement of additionally issued shares.
Before state registration shares in the manner established by securities legislation, the joint-stock company does not have the right to dispose of funds or alienate other property received in payment for the placed shares, and the owner of the shares does not have the right to alienate the acquired shares.
An open joint-stock company is obliged to annually publish for public information an annual report to the extent determined by law.
A closed joint stock company may, and in cases established by law, is obliged to publish for public information an annual report to the extent determined by law.
A joint stock company is the most complex business structure that represents the corporate community. The issue of securities makes it possible to attract investment and organize large-scale production. But at the same time, registering a JSC is more complicated; before issuing shares, it is necessary to form a constituent fund, and only after that can an open subscription for shares be carried out in the JSC. Registering securities also requires additional money and time. In addition, the JSC is obliged to enter into an agreement for depository services with the depositary, which creates and maintains a register of shareholders.
In the Republic of Belarus, at present, OJSCs are mainly organizations created on the basis of state property in the process of privatization and denationalization. Therefore there is whole line restrictions related to the alienation by shareholders of their shares. The stock market for securities is currently functioning ineffectively. All this hinders the development of joint stock companies.
CJSC as a form of joint stock company is present only in the legislation of countries former USSR. The relationships of the participants in this form of JSC are similar to those of an LLC (ALC), but the difference is that the authorized capital is divided not into shares, but into shares.
Civil Code of the Russian Federation Article 66. Basic provisions on business partnerships and companies
(see text in the previous edition)
1. Business partnerships and companies are recognized as corporate commercial organizations with the authorized (share) capital divided into shares (contributions) of the founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business partnership or company in the course of its activities, belongs by right of ownership to the business partnership or company.
The scope of powers of participants in a business company is determined in proportion to their shares in the authorized capital of the company. A different scope of powers of participants in a non-public business company may be provided for by the company’s charter, as well as a corporate agreement, provided that information about the existence of such an agreement and the scope of powers of company participants provided for by it is entered into the unified state register of legal entities.
2. In the cases provided for by this Code, a business company may be created by one person, who becomes its sole participant.
A business company cannot have as its sole participant another business company consisting of one person, unless otherwise established by this Code or another law.
3. Business partnerships can be created in the organizational and legal form of a full partnership or a limited partnership (limited partnership).
4. Business societies can be created in the organizational and legal form of a joint stock company or a limited liability company.
5. Participants general partnerships and general partners in limited partnerships can be individual entrepreneurs and commercial organizations.
Participants in business companies and investors in limited partnerships can be citizens and legal entities, as well as public legal entities.
6. Government bodies and local government bodies do not have the right to participate on their own behalf in business partnerships and societies.
Institutions may be participants in business entities and investors in limited partnerships with the permission of the owner of the institution’s property, unless otherwise provided by law.
The law may prohibit or limit the participation of certain categories of persons in business partnerships and companies.
Business partnerships and companies may be founders (participants) of other business partnerships and companies, except for cases provided for by law.
7. Features of the legal status of credit organizations, insurance organizations, clearing organizations, specialized financial companies, specialized project finance companies, professional participants in the securities market, joint-stock investment funds, investment fund management companies, mutual funds and non-state pension funds, non-state pension funds and other non-credit financial organizations, joint-stock companies of employees (people's enterprises), as well as the rights and obligations of their participants are determined by the laws governing the activities of such organizations.
It is precisely such societies that are the most universal, and therefore widespread. Business companies are created by one person (the owner), or several persons at once by separating property for the purpose of running their own business. entrepreneurial activity. They are a type of enterprise.
Russian legislation divides business companies and their types into three categories: with limited liability, with additional liability and joint-stock companies. What unites them is their authorized capital, which is divided into shares. Actually, this is precisely what distinguishes business societies from other commercial organizations. The property fund created by the participants (founders) belongs to all participants by right of ownership and is divided into shares.
Let us consider the types of business entities in more detail.
Limited liability companies are commercial organizations in which the authorized capital is divided into predetermined amounts (shares). They can be established by several persons or by one person. The property of the company is the contributions of its participants (they risk the invested funds). Hence the name.
Among them there must be (with two or more participants) a charter. The highest body is the assembly. Management can be carried out either by one (elected) person or by the board (collegially). The name of the company must contain the phrase “limited liability”.
Distinctive feature- in closer relations between participants, in a more closed nature of membership. The maximum permissible number of participants is 50. Otherwise, the company is subject to either transformation into (or a joint stock company) or liquidation.
Changes in the composition of participants, as well as their property status, are not grounds for liquidation.
This includes commercial organizations where the authorized capital is distributed into shares determined in advance. The founder can be either one person or several; in this case, the responsibility is paid according to the contributions to the authorized capital). The main provisions are reflected in Article 95 of the Civil Code. This society, according to its name, differs from the previous one in the presence of liability of members in proportion to their shares. If one of the participants becomes bankrupt, his share “increases” with those of the other participants.
Joint-stock companies include commercial organizations that have an authorized capital, which is divided among participants in the form of shares. They can be open or closed (Federal Law, Article 7, paragraph 1).
Exit from the company is possible only upon alienation of shares owned by the shareholder or payment of the equivalent in a specified amount. The risk of loss to shareholders is determined by the price of the shares. Participants who have not fully paid for the shares bear the risk (the risk is proportional to the unpaid portion of the shares).
A company can be created on the basis of an already existing legal entity (during reorganization), or it is possible to establish a new one. The relations of the founders are regulated constituent agreement.
Constituent document The organization is the charter approved at the meeting, which sets out the name (short and full), location (address), rights of shareholders, types of shares, their value and quantity, volume of authorized capital, representative offices and branches, etc. Governing bodies - board of directors or meeting of shareholders.
Business companies are legal entities engaged in any business activity that does not contradict the law. They independently maintain operational (accounting) records, determine static information and submit reports to bodies specified by law.
Business societies can be created in the following forms.
1. Limited liability company (LLC). A limited liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents. The participants of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, up to the value of the contributions they made. The number of participants in an LLC should not exceed the limit established by Federal Law of December 8, 1998 No. 14-FZ “On Limited Liability Companies.” Otherwise, it is subject to transformation into a joint-stock company within a year, and upon expiration of the total period - liquidation in court, if the number of its participants does not decrease to the limit established by law.
2. Additional liability company (ALS). An additional liability company is a company founded by one or more persons, the authorized capital of which is divided into shares of sizes determined by the constituent documents.
Participants in an ALC jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different procedure for the distribution of liability is provided for by the constituent documents of the company. The corporate name of an ALC must contain the name of the company and the words “with additional liability.”
3. Joint stock company (JSC). A joint stock company is a company whose authorized capital is divided into a certain number of shares. The participants of the joint-stock company (shareholders) are not liable 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. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the JSC to the extent of the unpaid portion of the value of the shares they own. The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.
A joint stock company can be created in the form of an open joint-stock company (OJSC) or a closed joint-stock company (CJSC). A joint stock company whose participants can alienate their shares without the consent of other shareholders is recognized as an open joint stock company. Such a company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. An open joint stock company is obliged to annually publish for public information an annual report, balance sheet, and profit and loss account.
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 the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. The number of participants in a CJSC should not exceed the number established by Federal Law No. 208-FZ of December 26, 1995 “On Joint-Stock Companies”, otherwise it is subject to transformation into an open joint-stock company within a year, and after this period - liquidation in court order, unless their number decreases to the limit established by law.
Contributions to the property of a business partnership or company can be money, securities, other things or property rights or other rights that have a monetary value. The monetary valuation of the contribution of a participant in a business company is made by agreement between the founders (participants) of the company and, in cases provided for by law, is subject to independent expert verification. Business partnerships, as well as limited and additional liability companies, do not have the right to issue shares. Business partnerships and companies of one type can be transformed into business partnerships and companies of another type or into production cooperatives by decision of the general meeting of participants in the manner established by the Civil Code.
3. Production cooperative (artel). This is a voluntary association of citizens on the basis of membership for joint production or other economic activity(production, processing, marketing of industrial, agricultural and other products, performance of work, trade, consumer services, provision of other services) based on their personal labor and other participation and the association of its members (participants) of property shares. The law and constituent documents of a production cooperative may provide for the participation of legal entities in its activities. A production cooperative is a commercial organization. Members of a production cooperative bear subsidiary liability for the obligations of the cooperative in the amount and in the manner prescribed by Federal Law No. 41-FZ of May 8, 1996 “On Production Cooperatives” and the charter of the cooperative.
4. State and municipal unitary enterprises. In modern domestic economy state and municipal commercial organizations are created in the form unitary enterprise. In accordance with paragraph 1 of Art. 113 of the Civil Code, a unitary enterprise is a commercial organization that is not vested with the right of ownership to the property assigned to it by the owner. The property of a unitary enterprise is indivisible and cannot be distributed among contributions (shares, shares), including among employees of the enterprise.
In the form of unitary enterprises, only state and municipal enterprises. The property of a state or municipal unitary enterprise is respectively in state or municipal ownership and belongs to such an enterprise with the right of economic management or operational management. The corporate name of a unitary enterprise must contain an indication of the owner of its property. A unitary enterprise is liable for its obligations with all its property. It is not liable for the obligations of the owner of its property.
A unitary enterprise based on the right of economic management is created by decision of an authorized state body or local government body. The size of the authorized capital of an enterprise based on the right of economic management cannot be less than the amount determined by Federal Law of November 14, 1992 No. 161-FZ “On State and Municipal Unitary Enterprises” (hereinafter referred to as the Law on State and Municipal Unitary Enterprises) . If at the end of the financial year the value of the net assets of an enterprise based on the right of economic management turns out to be smaller size authorized capital, the body authorized to create such enterprises is obliged to reduce the authorized capital in the prescribed manner.
If the value of net assets becomes less than the amount determined by law, the enterprise may be liquidated by court decision.
In cases and in the manner prescribed by law, a unitary enterprise with the right of operational management (state-owned enterprise) can be created on the basis of state or municipal property.
The corporate name of a unitary enterprise based on the right of operational management must contain an indication that such an enterprise is state-owned. The owner of the property of a state-owned enterprise bears subsidiary liability for the obligations of such an enterprise if its property is insufficient. A state-owned enterprise may be reorganized or liquidated in accordance with the Law on State and Municipal Unitary Enterprises.
Thus, civil law Russian Federation gave different types domestic business activity legal form. This means that the state protects the equality of participants in business activities, the inviolability of property, freedom of contract, and civil rights. At the same time, domestic civil legislation is structured in accordance with the norms international law. All this contributes to the development of civilized forms of entrepreneurship in Russia
Earlier: business companies – LLC, OJSC, CJSC, ODO. Business companies are recognized as commercial organizations with authorized (share) capital divided into shares (contributions) of founders (participants). Property created through the contributions of founders (participants), as well as produced and acquired by a business company in the course of its activities, belongs to it by right of ownership.
A business company can be created by one person, who becomes its sole participant.
Participants business entities can be citizens and legal entities. State bodies and local government bodies do not have the right to act as participants in business companies, unless otherwise provided by law.
The law may prohibit or limit the participation of certain categories of citizens in business companies, with the exception of open joint-stock companies. Business societies may be founders(participants) of other business partnerships and companies. By contribution The property of a business company may include money, securities, other things or property rights or other rights that have a monetary value. Limited and additional liability companies are not entitled to issue shares.
has the right: participate in managing the affairs of the company, receive information about the activities of the company, take part in the distribution of profits, take part in liquidation.
Participants of a business company are obliged: make contributions, not disclose confidential information about the activities of the company.
Economic companies of one type can be transformed into business partnerships and societies of another type or into production cooperatives.
Limited Liability Company
LLC - a company whose authorized capital is divided into shares; Participants in a limited liability company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of their shares. The corporate name of a limited liability company must contain the name of the company and the words “limited liability”. Number of company participants with limited liability should not exceed 50 people. Otherwise, it is subject to transformation into a joint-stock company within a year, and upon expiration of this period - liquidation through a judicial procedure, if the number of its participants does not decrease to the limit established by law.
A limited liability company can be established one person or may consist of one person, including when created as a result of reorganization. A limited liability company cannot have another business company consisting of one person as its sole participant.
Constituent document of a limited liability company is its charter. The authorized capital of a limited liability company is made up of the value of the shares acquired by its participants. The authorized capital determines the minimum amount of the company's property that guarantees the interests of its creditors. The size of the authorized capital must be at least 10 thousand rubles. Supreme body limited liability company is general meeting of its participants. In a limited liability company, an executive body is created (collegial and (or) sole), which carries out the current management of its activities and is accountable to the general meeting of its participants. The sole management body of the company can also be elected not one of them its participants. A limited liability company may be reorganized or liquidated voluntarily by unanimous decision its participants. A limited liability company has the right to transform into a business company of another type, business partnership or a production cooperative.
A participant in a limited liability company has the right to leave the company by alienation to society its share in its authorized capital, regardless of the consent of its other participants or the company, if this is provided for by the company's charter. When a participant in a limited liability company leaves the company, he must be actual value paid his share in the authorized capital of the company or property corresponding to such value is issued in kind, in the manner, manner and within the time limits provided for by the law on limited liability companies and the charter of the company.
Additional liability company
An additional liability company is a company whose authorized capital is divided into shares; Participants of such a company jointly and severally bear subsidiary liability for its obligations with your property in the same multiple for everyone to the value of their shares, determined by the charter of the company. Federal Law No. 99 ODO is excluded from the number of possible forms of business entities. Concept: there are no sufficient grounds for maintaining additional liability companies (Article 95 of the Civil Code), which have not received practical distribution.
Joint stock companies
A joint stock company is a company whose authorized capital is divided into a certain number of shares; Participants of a joint-stock company (shareholders) are not liable 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. The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.
A joint stock company whose participants can alienate their shares without agreement other shareholders is recognized as an open joint-stock company. Such a joint stock company has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts.
Joint stock company whose shares 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 the shares it issues or otherwise offer them for acquisition to an unlimited number of persons. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. The number of participants in a closed joint-stock company cannot exceed 50.
The constituent document of a joint stock company is its charter, approved by the founders. A joint stock company can be created by one person or consist of one person if one shareholder acquires all the shares of the company. Information about this must be contained in the company's charter, registered and published for public information. A joint stock company cannot have another business company consisting of one person as its sole participant, unless otherwise provided by law.
The authorized capital of a joint stock company is made up of the par value of the company's shares acquired by shareholders. The minimum authorized capital of an open company must be at least a thousand times the amount minimum size wages established by federal law on the date of registration of the company, and closed society- not less than one hundred times the minimum wage established by federal law on the date of state registration of the company.
Supreme governing body joint stock company is general meeting of its shareholders. In a company with more than fifty shareholders, a board of directors (supervisory board) is created. The executive body of the company can be collegial (board, directorate) and (or) sole (director, general director). He carries out the current management of the company's activities and is accountable to the board of directors (supervisory board) and the general meeting of shareholders. A joint stock company may be reorganized or liquidated voluntarily by decision of the general meeting of shareholders. A joint stock company has the right to transform into a limited liability company or a production cooperative, as well as non-profit organization in accordance with the law.
From September 1, 2014: Business companies are divided into public and non-public. The former include joint stock companies whose shares and securities convertible into such shares are publicly placed (through open subscription) or publicly traded under the conditions established by securities laws. The provisions on public companies also apply to joint-stock companies, the charter and company name of which indicate that the company is public. Non-public companies include limited liability companies and joint-stock companies that do not meet the characteristics of a public company (analogous to a closed joint-stock company). However, this does not mean that CJSC and ALC will be liquidated or subject to mandatory reorganization. From the date of entry into force of the Law, the provisions of the Civil Code on LLC will be applied to ALCs, and the provisions of the Civil Code on JSC will be applied to CJSCs. Also, the provisions of the Federal Law“On joint stock companies”, but before the first change in their charters, during which the closed joint-stock companies will be required to make corresponding changes in their names - i.e. be called non-public or public joint-stock companies.
Concept: The features of public joint stock companies should include, in particular: 1) increased requirements for the minimum amount of authorized capital; 2) the mandatory inclusion of independent directors on the board of directors; 3) in the public conduct of its affairs by such a company, manifested in the disclosure of information about its activities; 4) the presence of a specialized registrar who maintains the register of shareholders and performs the functions of the counting commission at general meetings of shareholders.
Joint stock companies that do not have public status should not turn into limited liability companies, which actually happens with closed joint stock companies. In this regard, it seems unacceptable to restrict the circulation of shares of such companies, including by assigning to their participants preferential rights to acquire shares alienated to third parties (clause 2 of Article 97 of the Civil Code). In this regard, it is necessary to abandon the artificial separation of types of joint stock companies (open and closed).
Federal Law No. 99: A public joint stock company is obliged to submit information about the company's corporate name, containing an indication that such a company is public, for inclusion in the unified state register of legal entities. Joint-Stock Company has the right to present to enter into the unified state register of legal entities information about the company's corporate name, containing an indication that such a company is public.
A joint stock company acquires the right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded under the conditions established by securities laws, from the date of entry into the unified state register of legal entities of information about the company's corporate name containing an indication that such a society is public.
In a public joint stock company there is formed collegial governing body society, the number of members cannot be less than five. Responsibilities for maintaining the register of shareholders of a public joint stock company and performing the functions of the counting commission are carried out by an independent organization that has a license provided by law.
In a public joint stock company, the number of shares owned by one shareholder, their total par value, and the maximum number of votes granted to one shareholder cannot be limited. The charter of a public joint stock company cannot provide for the need to obtain anyone's consent to alienate shares of this company. No one can be granted the right of pre-emption to acquire shares of a public joint-stock company, except for the cases provided for in paragraph 3 of Article 100 of this Code.
A public joint stock company is obliged disclose information publicly provided by law.
Also new: Unless otherwise provided by laws on business companies, the founders of a business company are required to pay at least three quarters its authorized capital before the state registration of the company, and the rest of the authorized capital of the business company - during the first year of the company’s activity.
