How to open a joint stock company. What is a joint stock company

The organizational and legal form in which the authorized capital is divided into a certain number of shares is called a joint-stock company (JSC). Shares are securities issued by a company and placed on the stock exchange. Shareholders of the association have the right to manage the company, receive a share of its profits (dividends), claim property in the event of liquidation of the company. The property liability of securities holders is limited by the size of the contribution. A capable citizen or legal entity, except for civil servants and military personnel, can become the owner of shares.

The history of the emergence of AO

It is generally accepted that the emergence of such a form of a business company as a joint-stock company began with the opening of the Genoa Bank of St. George. The purpose for which this institution was formed was to serve the loans of the state. The bank was founded by a group of creditors who lent money to the state in exchange for the right to receive a share of the profits from the treasury. The presence of the following features indicates that the Bank of Genoa became the prototype of a joint-stock company:

• The capital with which the bank was opened was divided into parts and freely rotated.
• The bank was run by its members, who made the main decisions.
• Participants with shares received interest on them - dividends.

The former types of commonwealths (guilds and maritime partnerships) no longer meet the needs of the participants and protect them. So, at the beginning of the 17th century, the East India Company was formed. It looks even more like a modern AO. The company united existing Dutch organizations that needed new economic opportunities and protection. These firms had certain stakes in the East India Company. Subsequently, they began to be called shares, that is, documents proving the participant's right to own shares. Almost simultaneously, the English version of such a company appears.

Modern joint-stock companies in Russia

The considered form of activity of the organization is suitable for medium and large businesses. Among companies of this size of business, this type of economic association is popular. For large businesses, an open joint-stock company (OJSC) is being created, which, after amendments to the Civil Code of the Russian Federation in 2014, became known as a public joint-stock company or PJSC. Among medium-sized companies, one can more often meet closed joint-stock enterprises (CJSC or non-public JSC, which began to be called that way after the same changes in the code).

Examples of non-public joint stock firms (originally called CJSCs) are:

• Thunder, which includes the retail chain of stores "Magnit";
• Katai Pumping Plant;
• Comstar-region;
• Publishing House Kommersant.

Notable companies that are public entities would be:

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

Regulatory and legal framework

The activities of joint-stock companies are regulated by the Civil Code of the Russian Federation. It contains a definition of the fundamental features of a joint-stock company, the activities of this organizational and legal form. The Code also refers to the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ. This regulation includes all aspects that are important to know about a joint-stock company:

• conditions of creation, operation and liquidation;
• legal status of an economic entity;
• basic rights and obligations of shareholders;
• conditions for protecting the interests of holders of securities.

Types

There are two main types in the classification of joint-stock companies: it is an open and closed society. After the state introduced amendments to the Civil Code (to the articles regulating the activities of this organizational and legal form), open-type associations began to be called public ones. Meanwhile, closed organizations became non-public. The activities of associations have become more regulated, which is manifested, for example, in an increase in the number of audits.

In addition, dependent and subsidiary joint-stock companies are separated. If there is an organization (legal entity) that has more than 20% of the company's shares, then a dependent name is applied to it. A subsidiary company is recognized as such if the main company has a predominant participation in the authorized capital of the company and determines the decisions approved by it. These types of shareholding structures are used when opening corporations.

Features of OJSC and CJSC

There are the following differences between open and closed societies (now public and non-public):

How is it different from other organizational and legal forms

In addition to joint-stock economic associations, there are other forms of activity of a commercial organization. Therefore, we can consider the main differences between joint-stock companies and business partnerships, limited liability companies and production cooperatives:

1. The difference with business partnerships. The main difference between these organizational and legal units will be the nature of the associations. Capitals are combined in joint-stock companies, and individuals are combined in a partnership (individual firm). In addition, the comrades assume full responsibility for the activities of the partnership, they are responsible with all their property. Owners of equity securities bear joint and several liability in proportion to their contribution to the charter capital of the joint-stock company.
2. The difference with a limited liability company (LLC). A similar feature is that members of societies are liable within the limits of their contributions. The sale of shares in an LLC is complicated by the fact that the company has to change the charter due to the appearance of a new founder or an increase in the share in the management company of the old one. In addition to this, the exit from the company occurs through the sale of its shares, the exit with the payment of the cost of the contribution, as in an LLC, is not carried out.
3. Differences from the production cooperative. Everything is extremely simple here. The peculiarity that the participants in a cooperative bear joint responsibility for its obligations brings this form closer to a partnership. In joint-stock companies, the responsibility does not go beyond the investment funds of investors. Persons who are members of the cooperative and violate existing norms will result in exclusion from the firm. The exit of a shareholder from a joint-stock company is exclusively voluntary, carried out through the sale of shares.

Joint stock company as a legal entity

The concept of "joint stock company", considered from two different points of view: the community of the organization, its participants and the organization and its shares. Therefore, this type of organizational and legal form can be called unique. On the one hand, it is an independent organization, a market participant, which conducts commercial activities in accordance with certain rules. On the other hand, this is the totality of all issued equity securities (shares) that were bought by shareholders and began to belong to them.

Distinctive features of the considered organizational and legal form:

• JSC participants are liable, which is limited by the size of their "infusions" into the authorized capital of the company.
• The organization has full independent responsibility to its shareholders for the fulfillment of obligations. This also includes the payment of dividends made on time.
• The entire amount constituting the authorized capital is equally divided by the number of issued shares of the organization. The owners of the shares will be the participants of the joint-stock company, but not the founders.
• The authorized capital of a joint-stock company is collected with the help of contributions from participants. The investments made are immediately at the disposal of the economic enterprise.
• The activity of this form of economic association occurs indefinitely in time. If necessary, conditions regarding time and timing can be specified in the articles of association.
• Since, according to the law, the reporting of such an economic structure as a joint-stock company must be public, it is mandatory to publish an annual report, accounting and financial statements.
• It has the right to form its own representative offices of JSC, branches and affiliated companies. So, it is allowed to create branches even outside of Russia.

Structure and governing bodies

The economic organization under consideration has a three-stage management structure, which implies the presence of all the main governing bodies: the general meeting of shareholders, the board of directors, and the executive body (general director and board). Each such body has its own competences and makes independent decisions within their framework. Thus, the governing structures have the authority to:

• General Meeting of Shareholders. It is the highest governing body of society. With its help, shareholders carry out administration. At the same time, management can be performed only by those shareholders who have securities with the right to vote.
• Board of Directors. It has another name - the supervisory board. The competence of the body includes the administration of the company's activities. The Council organizes the fruitful work of the executive bodies of the organization, determines the development strategy, controls the activities of the bodies of lower levels.
• Executive agency. The Management Board and the General Director (President), who make up the executive body, are responsible for the losses incurred due to the actions they performed. It is possible to have only one form of executive body (director or sole body and board or collegiate body), which should be spelled out in the charter. The CEO may receive remuneration for his work.

Members of the joint-stock company

JSC shareholders are its participants. They are individuals and legal entities, state bodies and local governments do not have such a right. Among the main rights are the receipt of dividends, participation in management and obtaining information about the work of the joint-stock company. The duties are to follow the rules and regulations from internal documents, the implementation of decisions of the governing bodies, the fulfillment of obligations to the economic unit. The shareholder is not responsible for the obligations and debts of the company.

Charter of the enterprise

To register a company, you need to collect a whole package of documents, and only one will be constituent - the charter of the organization. This type of document defines the specifics of the activities of a legal entity, for example, how communication will take place with other market participants, competitors. The charter must comply with a strict structure (you need to draw up the document correctly) and contain:

• company name of the organization (abbreviated is also worth registering);
• legal address;
• rights and obligations of participants;
• information about the authorized capital;
• information relating to the governing bodies.

Authorized capital

The amount of the value of the organization's shares that were acquired by investors is the authorized capital. This is the minimum amount of property, which acts as a guarantee of the interests of the participants in the organization. According to the Federal Law "On Joint Stock Companies", the creation of the organizational and legal form under consideration is possible if there is a minimum amount of the authorized capital. This is a one-time form of creating authorized capital for a legal entity. During the period of direct activity of the company, capital can increase and decrease.

The final amount in the fund, agreed by the founders, is written in the Charter of the organization. It is important that the minimum amount of money constituting the authorized capital is approved by the founders of the legal entity before registration, but the amount is not less than the amount established by law (100,000 rubles for PJSC (OJSC) and 10,000 rubles for JSC (CJSC)). Before registration, you do not need to deposit money into the Criminal Code, it is better to put it in a savings account.

In all countries, three methods of creating such a company are known:

• the founders of a legal entity buy all the shares that the company issues, which can be called personification;
• the founders of a joint-stock company carry out the acquisition of equity securities of the company on an equal basis with other persons appearing on the market;
• the founders acquire only a certain share of the shares, while the rest of the securities are sold on the market on the basis of an open subscription.

Economic justification

It all starts with the birth of an idea, for which an organization is created. Those people who are planning to open their own business should be clearly aware of the goal pursued. It is necessary to determine the goals and objectives of the opening company. The founders must understand why the legal entity will be opened as a joint stock company. If, nevertheless, the choice is made in favor of this form of commercial activity of the organization, it is important to dwell on some type of this economic association.

The basic actions that reflect the economic feasibility of establishing a JSC and are carried out before registration include the preparation of a business plan. It should carry out the necessary calculations of financial costs and the future budget, which will help determine the size of the authorized capital. In addition, the business plan should reflect the attractiveness of the purchase of shares by the founders or investors, depending on the type of organization.

Conclusion of the memorandum of association

When the decision to establish your own business unit is made, you should proceed to the next steps. So the registration of the memorandum of association is a necessary step in creating a business. This document contains the obligations of the founders on the activities of the JSC, determines the procedure for opening a company, determines the nature of the joint work of the founders. The agreement does not apply to constituent documents, it is signed by the general director.

Holding a general meeting of founders

To approve the desire of the founders, their general meeting is organized. This event discusses issues related to the creation of a legal entity, the approval of the charter, the assessment of property that the founders contribute to pay for shares. Owners of preferred shares have the right to vote at the meeting. Decisions on issues are made when everyone can vote. In addition, at the meeting bodies are created that will manage the company.

Formation of the Criminal Code

The property of the joint-stock company, which provides investors with their interests, will be the authorized capital of the joint-stock company. It is important that the minimum amount of capital is not lower than the level determined by law. Three months after the date of registration of a joint-stock company with state bodies, the number of unredeemed shares after the issue, divided among the founders, should not exceed 50% of their total number. Three years are then given for the final redemption of these securities.

State registration of the organization

Any emerging legal entity, no matter what legal form it has, must go through a long process of state registration. After this procedure, information about the new company enters the Unified State Register of Legal Entities. The company receives its own identification (TIN) and registration (OGRN) numbers. So, after registration, the organization is considered officially created.

The termination of the existence of the described economic association in the form of a legal entity is liquidation (it can be voluntary and forced). Another way that can be considered liquidation is the closure of the company without transferring the rights to it to another legal entity. If the existence of the company ceases due to transformation into another business entity, then this is not considered liquidation. Company reorganization may follow.

Voluntary

Such liquidation is applied after the adoption of the relevant decision by the general meeting of shareholders:

• A proposal to close a joint-stock company is submitted by the board of directors.
• Approval of the decision on liquidation by the general meeting of shareholders by voting.
• Bringing information about the upcoming completion of the company's activities to the state registration authorities. This information must be transferred within three days after the decision on liquidation is made. After these actions, it is forbidden to make any changes regarding the activities of the JSC.
• The company and the state registration authority appoint a liquidation commission that will manage the company.
• Finding creditors and taking actions to collect receivables. All this is carried out by the liquidation commission.
• Settlement with creditors (possible through the organization of bankruptcy proceedings or the onset of subsidiary liability), drawing up a liquidation balance sheet and redistributing the balance of shares between their owners.
• Making an entry on liquidation in the relevant register of legal entities.

Forced

In contrast to the voluntary form of liquidation of a joint-stock company, forced liquidation is applicable by a court decision. Actions after a positive decision to close a joint-stock company is similar to the steps taken under a voluntary form. This includes the creation of a liquidation commission, the repayment of borrowed funds and the return of debts of debtors, the appearance of an entry in the register of legal entities.

The basis for a compulsory form may be:

• carrying out activities that are prohibited by law;
• conducting activities without a license or in violation of applicable laws and regulations;
• identification of invalid registration of a legal entity, which is proved in court;
• recognition by the court of bankruptcy (insolvency) of a business association.

Advantages and disadvantages

The described organizational and legal form has its advantages and disadvantages. So the benefits of society are:

• The unlimited nature of the merger of capitals. This advantage helps to quickly raise funds for the necessary activities.
• Limited liability. The owner of the shares does not bear full property responsibility for the affairs of the company. The risk is equal to the amount of the deposit.
• Sustainable nature of the activity. For example, when one of the shareholders leaves, the work of the organization continues further.
• Possibility to get your money back. This means that shares can be quickly sold and paid for.
• Freedom of capital. The category is determined by the fact that, if necessary, it is possible to change capital up or down.

For all its advantages, AO has some disadvantages:

• Public reporting. The considered form of management is obliged to publish its statements in information sources, not to hide profit data.
• Frequent audits. The control is annual, which is regulated by the amendments made to the Civil Code of the Russian Federation.
• The likelihood of losing control due to the free sale of shares. Securities that are sold on the market almost unregulated can significantly change the composition of the company's participants. After that, loss of control over the firm is possible.
• Discrepancy and conflict of interests of owners of securities and JSC managers. The conflict may arise due to different desires of the participants: shareholders want to receive as many dividends as possible, increase profitability (the ratio of dividends to the nominal price of the security) and the share price. In a word, they pursue their own enrichment. Officials want to properly manage and distribute the income of the organization in order to preserve it, increase the capitalization of the company.

Video

Joint-stock company- this is a business association (commercial structure), which is registered and operates according to certain rules, and its authorized capital is distributed over a certain number of shares. The main task is the formation of capital for conducting certain business activities.

Joint-stock company(JSC), or rather, its activities are regulated by the Civil Code of the Russian Federation, the Arbitration Code of Russia, the Law of the Russian Federation "On Joint Stock Companies" and other acts and laws.

The history of the emergence of a joint-stock company as a structure

It is believed that the origin of joint-stock companies, as a form, began in the 15th century, from the moment the Genoa Bank of St. George was formed. It was with him that the era of such formations began. The task of the newly created institution was to service state loans. At the same time, its founders were maons - formations of creditors who lent money to the state, and the latter paid them off with the right to receive part of the profits from the treasury.
Many principles of operation of the Bank of Genoa coincided with the current features of the JSC:

- capital of a financial institution divided into several main parts, which were distinguished by free circulation and alienability;
- bank management- a meeting of participants who met annually to make important decisions. Each proposal was then put to a vote. The main feature is that the officials of the financial institution did not have the right to participate in the meeting. The role of the executive body was performed by the council of protectors, which consisted of 32 members;
- bank members received interest payments on their shares. At the same time, the amount of dividends directly depended on the level of profitability of the bank.

Since the beginning of the 16th century, new markets have been actively opening up in Europe, the growth of trade volumes is accelerating, and industry is developing. The old forms of communities (guilds, maritime partnerships) could no longer protect the rights of the participants in the transaction and new economic needs. Thus, colonial companies appeared in Holland, England and France. In fact, the colonial states began to attract funds from outside for the further development of the land.

1602- Formation of the East India Company. Its essence is the unification of already existing organizations in Holland. Each company had its own shares, so the number of representatives in the governing bodies also varied. Over time, the shares of each of the participants were called "shares" - documents confirming the right to own part of the share. But massive stock speculation has forced the government to enact some tough restrictions on the misuse of company capital.

Almost simultaneously with the structure described above, the English version of the East India Company arose. Its feature is the annual meeting of participants to resolve key issues by voting. Only those participants who owned capital more than the percentage specified by the charter had a vote. The leadership was entrusted to the council, which consisted of 15 members elected by the meeting.

In the 18th century after several unsuccessful attempts to create his own bank, John Law succeeded. Subsequently, it was he who became one of the active participants in the creation of the West India Company. A few years later, other French organizations joined it. In fact, a powerful monopoly was formed on the market, which ensured a stable inflow of revenues to the treasury and economic growth. But this couldn't go on forever. Low dividends became the impetus for the mass sale of shares of the newly formed structure. The price of securities fell, and then completely collapsed. This caused serious damage to the country's economy.

In 1843 The first JSC law appeared in Germany. From the beginning of the 1860s, the number of such societies amounted to several dozen. Subsequently (in 1870, 1884) new laws were developed regarding the joint-stock company.

In 1856-1857 in England, the first legislative acts appeared that obligated newly registered communities to go through the registration procedure, have their own charter, indicate the goals of their activities, and so on. At the same time, established companies were allowed to issue only registered shares.

In 1862 all the acts and norms of England relating to joint-stock companies were collected in one law. In the future, it has not changed, but only supplemented with new items.
The rest of the countries (including the United States) used the experience already gained when creating joint-stock companies.

The essence of the joint-stock company

A joint stock company is a legal entity, an organization of several market participants. The feature of the structure is as follows:

- JSC participants have limited liability, which does not exceed the amount of their "infusions" into the company's authorized capital;

A joint stock company bears full responsibility to its shareholders in terms of fulfilling obligations (including the timely payment of dividends);

The entire amount of the authorized capital is equally divided by the number of issued shares of the JSC. At the same time, the participants of the joint-stock company, and not its founders, act as holders;

The formation of the authorized capital occurs at the expense of the participants' investments. At the same time, the contributions made go to the full disposal of the newly created structure;

JSC works without time limits, unless the opposite conditions are spelled out in the charter of the newly created structure;

The joint-stock company has the right to carry out any activities that are not prohibited at the legislative level. At the same time, in some areas, a joint-stock company can operate only on the basis of a license;

A newly created organization is obliged to publish an annual report, loss and income accounts, balance sheet and other data that are provided for by law (all these issues are discussed in Article 92 of the Federal Law “On Joint Stock Companies”);

JSC gets the right to organize representative offices, branches, subsidiaries and so on. At the same time, you can open your branches even outside the state.

Types of Joint Stock Companies

Today, there are two main types of such organizations:

1. Open Joint Stock Companies (JSC)- these are formations in which shareholders have the right to alienate (sell) shares without agreement with other shareholders. At the same time, the JSC itself can distribute the issued shares freely, without any restrictions. The total number of shareholders and founders of a JSC is not limited. If the state (municipal formation, subject of the Russian Federation) acts as the founder of the company, then such a company can only be open - OJSC. The only exceptions are small structures that are formed on the basis of privatized companies.

The salient features of the JSC include:

The number of participants is unlimited;
- the amount of the authorized capital - from 1000 minimum salaries and above;
- shares are distributed by open subscription;
- securities can be freely sold and bought (without prior approvals);
- Education undertakes to issue and publish every year a report, accounts of losses, profitability, balance sheet.

2. Closed Joint Stock Companies (CJSC)- these are formations where issued shares can be distributed only within the formation (among the founders or a strictly defined circle of people). At the same time, an open subscription for CJSC is prohibited. In closed joint stock companies, shareholders have the right to be the first to buy securities.

The distinctive features of the JSC include:

The number of participants should not exceed fifty people;
- the value of the authorized capital should not be more than 100 minimum salaries determined at the legislative level;
- issued shares are distributed only among the founders (placement options are also possible among other persons, but only after agreement);
- current shareholders have the right to be the first to buy CJSC shares;
- a closed society may not publish any reports at the end of each year.

Differences of a joint-stock company

Modern joint-stock companies differ significantly from the following formations:

1. From business partnerships. JSC is an association of the capitals of several participants, and HT is an association of the capitals of participants and a group of persons who implement joint projects within the framework of one association. In addition, in HT, participants assume full responsibility for education obligations. AO does not provide for such liability.

2. From limited liability companies (LLC). The common features of LLC and JSC are the common capital of the participants, which is formed due to their investments in a common cause. But the joint-stock company has several characteristic features:
- the minimum value of the authorized capital for a joint-stock company is established at the legislative level (as well as the number of participants). For an LLC, this value is the "ceiling";

- all JSC participants receive shares in their hands, which can be disposed of at their own discretion (sell or buy on the stock market). In a simple community, the authorized capital is divided into simple contributions;
- the procedure for inclusion and exclusion from an LLC (JSC) is different;
- each shareholder of a joint-stock company has equal rights and obligations regarding the work of the structure. In a simple society, each participant can have his own obligations.
- The management structure of a joint-stock company is much more complicated than that of an LLC.

3. From production cooperatives. Here it is worth highlighting the following features:

- participants of the cooperative are liable for the obligations of the cooperative (that is, joint responsibility). In AO, each participant is responsible within the limits of his contribution;
- members of the cooperative may be expelled for non-fulfillment of obligations or violation of norms. No one in JSC has the right to deprive a participant of shares under any circumstances;
- a cooperative involves the formation of a community of people and their investments, and a joint-stock company is simply an association of investments.

Creation of a joint stock company

To organize your joint-stock company, you need to go through several stages:

1. Economically justify the future structure. That is, first you need to form the idea of ​​the future formation. All members of society must clearly understand the tasks assigned to them, development prospects, potential profitability, and so on. Particular attention should be paid to the following issues:

Is the AO the best form for the chosen line of business. Here it should be taken into account that joint-stock companies are better suited for large businesses;
- is it possible to obtain the necessary funds in other ways (for example, to get a loan from a bank). Here it is necessary to take into account financial feasibility, potential benefits;
- determine the required amount of capital.

2. Organization of JSC. At this stage, the following work is carried out:

A founders' agreement is concluded, which specifies the main activities and characteristics of the business. At the same time, the responsibility of each of the participants directly depends on the amount of investments made. The founders cannot oblige the joint-stock company with any transactions with third parties, they are forbidden to act on behalf of the company;

A meeting of founders is held, where the charter of the joint-stock company is adopted by voting, the appraisal of property is approved, issues of issuing shares are discussed. The governing bodies are also formed by the AO and are elected at the meeting. The applicant passes if more than ¾ of all participants voted “for”;

The authorized capital is formed - the minimum amount of funds of the JSC, which, in which case, will guarantee the protection of the interests of creditors. For a joint-stock company, the size of the authorized capital must be at least 1000 minimum salaries established by laws at the time of registration of the joint-stock company. From the moment of registration, more than half of the shares must be purchased. The rest is during the year.

3. Registration of an institution at the level of state structures.

Any joint-stock company can be liquidated, that is, it ceases to exist as a legal entity. There are several elimination options:

1. Voluntary liquidation. In this case, the relevant decision is made at the meeting of shareholders. At the same time, the desire to liquidate the joint-stock company is accepted directly by the participants. The process takes place in the following order:

The meeting decides on liquidation;
- the decision is transferred to the state registration authority, which makes an appropriate note. From this moment, making any changes to the documents of the JSC is prohibited;
- a liquidation commission is appointed. If one of the participants was a state representative, then there must be a representative;
- the commission does its best to identify all creditors and receive the current debt;
- requests of JSC creditors are satisfied;
- the remaining property is distributed among the shareholders.

2. The forced liquidation of a company and the liquidation of a company are similar in nature. In our case, the joint-stock company ceases to exist after the decision of the court. In fact, the termination of the activity of the structure in a general economic format is the will of the market. Reasons for the liquidation of a joint-stock company may be as follows:

Conducting JSC activities that are not prescribed in the license or for which there is no appropriate permit;
- violation of laws in the performance of work;
- performance of activities that are prohibited by law;
- Violations during registration and their detection by the court. In this case, the latter must recognize the invalidity of all registration documents;
- bankruptcy of JSC, which is also recognized in court.

Advantages and disadvantages of a joint stock company

Of the positive features of AO, we can distinguish:

The fact of capital pooling is not limited by any limits. A JSC can have any number of investors (even small ones). This feature allows you to quickly raise funds for the implementation of plans;

When buying a certain number of shares, the future shareholder himself decides on the level of risk that he assumes. At the same time, his risk will be limited solely by the amount of investment. In case of bankruptcy of a joint-stock company, the holder of securities can lose only that part of the funds that he has invested no more than;

Sustainability. As a rule, joint-stock companies are stable formations. If one of the shareholders leaves the JSC, the organization continues its activities;

Professional management. Capital management is a function of professional managers, and not of each shareholder individually. Thus, you can be sure of a competent investment of capital;

The possibility of a refund. Shares can be sold in whole or in part at any time;

different types of profits. Income can be obtained in different ways - from receiving dividends, selling shares, lending securities, and so on;

Kudos. Today, joint-stock companies are respected structures, and their members have a high social and economic significance;

Availability of capital. JSCs always have the opportunity to raise additional funds by obtaining loans at favorable interest rates or by issuing shares.

Cons of a joint stock company:

JSC is an open structure, which obliges to publish annual reports, disclose its profits, and so on. All this is additional information for competitors;

The likelihood of reduced control over the flow of shares. Often, the free sale of securities can lead to drastic changes in the composition of participants. As a consequence, control over the AO may be lost;

Conflict of interests. When managing a company, managers and shareholders may have different views on the further development of the structure. The task of the first is to correctly redistribute income to preserve society, and the task of shareholders is to get the greatest profit.

A joint-stock company (JSC) is an enterprise whose authorized capital is divided into a certain number of shares. Each of these parts is presented in the form of a security (share). Shareholders (participants of a joint-stock company) should not be liable for the obligations of the enterprise. However, they may incur the risk of losses within the limits of the value of the shares they own.

Essence of AO

A joint stock company is an association that can be either closed or open. Thus, the shares of an open joint-stock company (an open form of a joint-stock company) are transferred to other persons without the consent of the shareholders. And the shares of a CJSC (a closed form of a joint-stock company) can only be distributed among its founders or other persons agreed in advance.

Creation of an enterprise

AO is an entity based on an agreement on its creation. This document is called Represents an agreement on joint activities aimed at creating a society. It becomes invalid only after the registration of the company as a legal entity. Then another memorandum of association is drawn up - the charter.

The supreme management body of the JSC is the general meeting of shareholders. The executive body of such a company can be both collegiate (in the form of a board or directorate) and sole (for example, represented by the general director). If the company has more than 50 shareholders, then a supervisory board must be established.

A company is assigned the status of a subsidiary if it depends on the parent company or partnership.

Definition of AO

A joint-stock company is an enterprise whose authorized capital is divided into a certain number of shares. At the same time, the founders (shareholders) should not be liable for obligations, but they may incur losses in the process of carrying out the activities of the enterprise in the amount of the value of the shares owned by them.

It is also necessary to take into account the fact that in case of incomplete payment by the founders of their shares, they must be jointly and severally liable for all obligations of the JSC in terms of the unpaid value of the shares owned by them.

The company name of a joint-stock company is a name with a mandatory indication of its shareholding.

Types of joint-stock companies

This type of enterprise can be divided into two main types:

• An open joint stock company is a company whose shareholders have the right to alienate the shares they own without the consent of other shareholders. This joint-stock company conducts an open subscription for the shares issued by it. At the same time, this enterprise must publish annual reports for public review every year.
• A closed joint stock company is a company whose shares are subject to distribution among the founders or a certain circle of persons. The authorized capital of JSC is the shares distributed among them.

A package of constituent documents

The enterprise under consideration is created both by several persons and by one citizen. If the founder has acquired all the shares of the enterprise, then according to the documents he passes as one person. The charter of a joint stock company is a document that contains information about the name of the company and its location, about the rights of shareholders and the procedure for managing the activities of the joint stock company.

The founders are jointly and severally liable for those obligations that arose even before its registration. The company is also responsible for the obligations of shareholders that are associated with its creation, subject to the approval of the general meeting of founders.

The Charter is the constituent document that is approved by the shareholders and contains certain information. The property of a joint-stock company is the investment of the founders, which are fixed by the relevant agreement, which does not apply to the package of constituent documents. This agreement contains information regarding the procedure for organizing activities by shareholders to create an enterprise, the size of the authorized capital of the company, and the procedure for their placement.

The essence of the authorized capital

The authorized capital is a kind of food for JSC. Let's take a closer look at what it is.
The authorized capital of a joint-stock company is represented by the total nominal value of the shares of the enterprise, which were acquired by the founders with the determination of the minimum amount of the enterprise's property. At the same time, the interests of all creditors of the company must be guaranteed. The release of the founder from the obligation to pay for shares (even when it comes to offsetting claims) is not allowed. It is necessary to take into account the fact that when creating a JSC, all shares must be distributed among the founders.

In the event that at the end of the year the value of the assets of the joint-stock company is lower than the authorized capital, the company announces and necessarily registers in the prescribed manner the reduction in the amount of the authorized capital. If the size of the authorized capital is estimated below the minimum approved by the current legislation, then in this case the enterprise is liquidated.

An increase in the size of a joint-stock company can be adopted at a general meeting of shareholders. The mechanism of such an increase is an increase in the par value of a share or an additional issue of securities. In this case, one nuance must be taken into account. An increase in the size of the authorized capital may be allowed after its full payment. This increase can in no case be used to cover losses incurred by the enterprise.

Joint stock company management

As mentioned above, the main governing body of a JSC is the general meeting of its founders. Their competence includes resolving issues on the authorized capital of the enterprise, forming a supervisory board and choosing an audit commission, as well as early termination of the powers of these bodies, liquidation or reorganization of the company, as well as approval of annual reports.

In a JSC with more than 50 shareholders, a board of directors, called a supervisory board, may be established. Its competence is to resolve issues that cannot be considered at the general meeting of shareholders.

The executive body is the board, directorate, and sometimes just a director or general director. This body carries out the current management of the enterprise. It is accountable to the general meeting of founders and the supervisory board. By decision of the general meeting, the powers of the executive body are sometimes transferred to another organization or to a separate manager.

Thus, summing up the material presented, one can judge the complex system of functioning of a joint-stock company, the structural elements of which are: the management body, the executive body and ordinary shareholders.

Thinking about starting a business, a future entrepreneur must decide on the form of ownership of his company.

In the modern economy, there are quite a few organizational forms for doing business. One of them is OJSC, or Open Joint Stock Company.

OJSC, or Open Joint Stock Company, is a form of organization of an enterprise whose capital is formed by, and shareholders have the right to freely dispose of their shares - to sell, buy, donate, etc.

The legislation defines such an enterprise as a public one, that is, information on its activities should be available to the general population, which may become shareholders in the future. The number of shareholders of an OJSC is limited only by the number of shares issued and present on the market.

An important feature of an OJSC is the absence of a requirement to deposit the entire amount of the authorized capital to the account of the enterprise before its registration - funds will be received as the issued shares are sold.

Open joint-stock companies can operate in all areas of activity permitted by law. They have the right to engage in trade, industrial production, the organization of musical shows or training in cutting and sewing. It is important that the activities of the OJSC do not conflict with the law.


In fact, OJSC is the same company as all others, the only difference is that it has many owners. Therefore, to manage current activities, the company hires a director or several directors who form a collegial body - the board of directors.

However, the highest authority in the JSC is the meeting of shareholders, which is held at least once a year.

The main difference between an OJSC and an LLC is the scale of its activities. To open an LLC (limited liability company), you need to contribute an authorized capital of only 10 thousand rubles, and in total no more than 50 people can become the founders of an LLC. The number of co-owners of an OJSC is not limited, and its authorized capital must be at least 1,000 minimum wages.

Another difference is in the possibilities for the alienation of shares. The co-owner of the OJSC may at any moment get rid of them without informing other shareholders.


An LLC participant must first offer his share in the enterprise to the co-owners, and only if they refuse to buy it out, he can offer the acquisition to third parties.

A closed joint stock company (CJSC) is a fairly common type of enterprise organization, typical for family companies. Its main difference from OJSC is its closeness: the shares of the enterprise belong only to the founders, and none of them has the right to transfer them to third parties.

If one of the co-owners decides to withdraw from the business, he can only sell his share to the other owners. CJSCs have the right not to publish their reports and work in a closed mode from the general public, while JSCs are required to annually announce the results of their activities in the press.

PJSC (Public Joint Stock Company) is a company whose shares are publicly placed on the stock market, and the results of its activities become known to the general public. Since the beginning of September 2014, a law of the Russian Federation has come into force, which has amended some of the names and legal relations of legal forms of business registration.

In fact, a PJSC is the same form of organization of an enterprise as an OJSC, but instead of an “open” company, it should be called “public”. Within a certain time, all existing OJSCs must be re-registered as PJSCs.


After that, the conduct of business should become even more open: the maintenance of the register of shares and their owners is shifted from the legal department of the OJSC to special registrars, and each decision of the meeting of shareholders must be certified either by the registrar or a notary.

This decision should contribute to greater transparency in the work of the business and prevent attempts at raider takeovers of enterprises.

Joint-stock companies are one of the most common and well-studied forms of organizing business activities. JSCs flexibly form capital, you can change its size, monitor capitalization, and so on. The main difference of the form from all the others is the division of capital into parts. Shares are the primary proof of ownership of assets and can be transferred fairly easily. An open joint-stock company can generally sell them to almost any person. The closed type is less common in the business field: the impossibility of free ownership of shares significantly limits its activities.

When is it profitable to create an JSC?

Before opening an open joint-stock company, it is necessary to analyze the company's activities, determine the scale and prospects. If a business needs large investments, entering the international market, a public status is indispensable. Otherwise, it will be impossible to place shares on the stock exchange.

Another argument "for" - collective ownership. If the business does not belong to you entirely, you must register a joint stock company. An important point is also that OJSCs are not limited by the life of the founders, unlike individual entrepreneurs, for example. This is convenient from the point of view of the rationality of time management, since the change of the owner / organizational and legal form requires, in fact, a complete re-registration. It's time, money, paperwork.

Documentation and characteristics of joint-stock companies

To be recognized as a JSC, a company must have capital, which consists of contributions from the founders. They are made by purchasing shares owned by the acquirers, and not by the company itself. All risks are limited by the value of the Central Bank package, and both state residents and foreign legal entities and citizens can be shareholders and founders.

Open Joint Stock Companycharacterized by shareholders who can alienate them to the Central Bank without obtaining the approval/consent of the other owners. Their number is not limited, and there can be no more than 50 founders. The highest governing body in it is the meeting of shareholders. The executive management (directorate) carries out direct activities and management.

Among the basic constituent documentation of a joint-stock company there should be:

• charter in duplicate: it indicates the name in all forms (full, short), type, information about shares (number, categories, conversion, availability of preferred securities), structure and rights of shareholders, the procedure for holding meetings, the amount of dividends and capital - these are the main, very complex and voluminous document;
• creation agreement - it is provided to the registering authorities in the original;
• minutes, which is drawn up on the basis of the results of the meeting of owners.

In addition to them in the filed at registration Open joint-stock company the package includes applications, confirmation of payment of the fee (it is received by the Federal Tax Service) and the presence of a legal address. If a transition to simplified tax models is envisaged, an appropriate application must be written. All signatures must be certified by notaries, and if deposits are made in non-monetary form, the participation of a professional appraiser will be required.

The creation of a joint-stock company is associated with various nuances, which are often difficult to predict for people who do not do this all the time. Therefore, the participation of RosCo experts in the process, who know how to properly open an open joint-stock company or a closed joint-stock company, will help to avoid the risk of making a mistake.

Stages of registering an open society

Creating such an enterprise is a complex process. Despite the popularity of OJSCs in the Russian Federation, it is not easy to open them and quite expensive (in comparison with other forms). The company needs a UK in the amount of at least 100,000 rubles, the name (it is important to check it for compliance with the requirements of the law and the specifics of the activity), the legal address. It is necessary to generate annual financial reports.

The process of creating an OJSC requires the intervention of experts who are well versed in the features of the issue of the Central Bank, capital structuring, and the execution of all documents. At RosCo, customers will find specialists who have extensive practical experience, understand the nuances of such work, and are always ready to help and advise on issues related to joint-stock companies.

Among our services:

• Assistance in choosing the type of activity and obtaining licenses if necessary.
• support in organizational matters: holding a meeting of founders, filing papers with regulatory authorities.
• Consultations and work in the issue of shares.
• Obtaining the seal of an open joint-stock company, creating bank accounts for it, and so on.

The whole work of opening a society can be divided into several steps. At the first stage, a business case is created - a business plan is developed, and the founders receive the approval of potential shareholders. Further public corporation need to go through the formation:

• conclude a memorandum of association;
• to hold a meeting;
• structure the capital and pay 100% of the Central Bank within four months from the date of registration.

After preparing the basic package of papers, you will need to pass it through government agencies. It is carried out by the Federal Tax Service and within 5 days issues certificates (registration and tax statement), the charter and sheet of the Unified State Register of Legal Entities. Next, you will need to make a seal, receive statistical codes and go through the registration procedure at the bank (create an account, confirm signatures) and extra-budgetary funds.