Authorized capital of different types of joint-stock companies.

The procedure for the formation of the authorized capital of joint-stock companies is established by the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" (hereinafter - Law No. 208-FZ).

The authorized capital of a joint-stock company consists of a certain number of shares of various types with a fixed par value and, therefore, represents, on the one hand, the company's own funds as a legal entity, and on the other hand, the amount of shareholders' contributions.

A joint-stock company forms its authorized capital through the initial issue of shares, that is, the sale of shares to their first owners (investors).

Shares are property securities that certify the rights of their owners to a part of the net profit of a joint-stock company in the form of dividends, participation in management and a share in the property of a joint-stock company in the event of its liquidation and are divided into two categories:

privileged - do not give the right to vote at the general meeting of shareholders (except in cases specified by the charter of the company), bring fixed dividends, give priority rights to the distribution of property upon liquidation of the joint-stock company. The share of preferred shares in the total authorized capital of a joint-stock company must not exceed 25%.

The size of the authorized capital, the number and par value of shares, the ratio of ordinary and preferred shares, the rights granted by these shares are determined by the meeting of shareholders, indicated in the charter of the company and registered with the relevant bodies.

Joint stock companies are of two types: open and closed.

An open joint stock company may freely place its shares among an unlimited number of persons. JSC is obliged to annually publish for general information the annual report, balance sheet, profit and loss account. Shareholders have the right to freely alienate their shares without the consent of other shareholders.

Shares of a closed JSC may be distributed only among the founders or other predetermined circle of persons. The number of CJSC participants should not exceed 50 people. Shareholders of a CJSC have the right to pre-emptively acquire shares sold by other shareholders of the company in proportion to the number of shares owned by each of them, unless otherwise provided by the charter of the company.

When a joint-stock company is established, the amount of debt of the founders for payment of shares to be placed (in the amount of the authorized capital of the joint-stock company) is reflected in the credit of account 80 "Authorized capital" in correspondence with the debit of account 75 "Settlements with the founders", sub-account 75-1 "Settlements on contributions to the authorized (share) capital.

Upon actual receipt of funds in payment for outstanding shares, entries are made on the credit of account 75, sub-account 75-1, in correspondence with cash accounts.

In accordance with Art. 34 of Law No. 208-FZ, payment for shares distributed among the founders of a company upon its establishment can be made in money, securities, property or property rights. Monetary valuation of property contributed as payment for shares during the establishment of a company is made by agreement between the founders. In some cases (provided by law) an independent expert assessment is required.

Analytical accounting for account 80 should be organized in such a way as to ensure the formation of information on the founders of the organization, stages of capital formation and types of shares. To do this, it is advisable to open the following sub-accounts for account 80:

80-1 "Declared capital" - in the amount specified in the charter and other constituent documents;

80-2 "Subscribed capital" - for the value of the shares for which the subscription was made;

80-3 "Paid-in capital" - for the cost of shares sold;

80-4 "Withdrawn capital" - for the amount of redeemed shares.

On September 1, 2014, some changes in the Civil Code of the Russian Federation came into force. There was a division of joint-stock companies into two types, according to the principle of the possession of certain characteristics by organizations. The first type is public joint-stock companies. Such organizations are more open. The second type is non-public joint-stock companies, they are more closed, but at the same time the management system in them is less strict. Instead of the usual abbreviations, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint-stock companies in this article.

Public Joint Stock Company

This is the name of those enterprises whose shares have a public circulation in accordance with the legislative acts on securities. This may be access to stock exchanges, emission for the purpose of generating income, etc. Also, the publicity of a joint-stock company is determined by the fact that the statutory documents state that the organization is open in one form or another. The control of such firms is more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares in these organizations. For example, a supervisory board of five people must be present as a supervisory body. It should also be noted that all United Joint Stock Companies (JSC), based on the new legislation, become public. Moreover, new changes in the legislation provide for openness and transparency of data related to the owners of securities issued by PJSC. They also have a number of additional nuances and innovations, for example, a society will be considered public, provided that the number of its members exceeds five hundred. More detailed information is set out in the first paragraph of Article 66.3 of the Civil Code of the Russian Federation.

Non-public joint stock company

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

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

Terminology changes in accordance with legislation

As mentioned above, all enterprises referred to as JSCs are now called public joint stock companies. The changes also apply to other organizational and legal forms. CJSC is a non-public joint-stock company. The latter will also include some LLCs, but subject to the availability of the necessary features.

In addition, all firms established before the legislation was updated do not have to undergo any re-registration procedures. This rule only applies if there is no need to make any adjustments to the registration data. For example, the relocation of companies to another office or a change in the type of activity may be the basis for a change in legal form. It should be noted that it may be necessary to change the articles of association in accordance with the new legislation, if necessary. As for the new abbreviations in the names, the non-public joint-stock company is abbreviated - NAO, public - PJSC.

Information about the owners of securities

Both in the case of a public and in the case of a non-public company, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of getting a fine and bringing additional checks on your company. This rule was introduced in October 2013. The choice of a registrar company that will maintain the register of shareholders is a very responsible decision. Before accepting it, you should make sure that the company to which you entrust this task is fairly conscientious, has good experience in this area and has been operating for a long time. Otherwise, there is a risk of various problems and additional litigation. It is also recommended to look at the clients of such companies. The more serious these firms, the better for you. The decisions of all meetings must be included in the register by the company that takes responsibility for maintaining it.

Nominal capital

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

Statutory document of the NAO

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

Statutory document of PJSC

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

Authorized capital of NAO

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

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

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

Authorized capital of a public joint stock company

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

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

PAO members

In this case, the participants will be all the owners of the shares of the company. Any citizen of the Russian Federation who has reached the age of 18 can become a PJSC participant. Shareholders are not legally and financially responsible for the actions of the company, but only have certain rights. For example, they can take part in the general meeting and vote. The only possible losses for the owners of securities are associated with the value of shares or dividends.

NAO members

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

Reorganization from one form to another

The legislation provides for the possibility of changing one legal form to another. On the example of the transformation of NJSC into PJSC, the following obligations that arise before the organization can be distinguished:

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

Registration: public and non-public joint-stock companies

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

• The name of the organization in full and in the form of abbreviations, in the case of a public company, this should be reflected in the name.
• Legal address.
• Number and price of shares at par.
• Types of issued shares.
• The rights of shareholders owning one or another category of shares.
• The cost of the authorized capital.
• The procedure for holding various meetings, voting and decision-making.
• The powers and decision-making algorithm of the governing bodies - in accordance with applicable law.

Now you need to register the company with the local tax authority, which one depends on the city and region in which the registration is made. It is necessary to fill in and provide all the required documents, certify them with a notary and pay a fee. Registration will be done within 5 business days. Then you will have exactly 30 days to issue and register shares, and you will also need to choose a company to hold the register of shareholders.

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

The authorized capital of a JSC must not be less than the values ​​specified in the law. What are the values ​​of the minimum size of the authorized capital of a joint-stock company for non-public and public companies.

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When creating a new joint-stock company, the founders form the authorized capital of the JSC. This must be done in accordance with the requirements of the "On Joint Stock Companies", Art. 25 of the JSC Law, art. , And . In Art. 26 of the law on joint-stock companies specifies the minimum size of the authorized capital of a joint-stock company.

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The authorized capital of a joint-stock company is formed by investing funds from investors

The authorized capital of a JSC is the basic funds of a company that shareholders form by acquiring shares when creating a JSC:

“The authorized capital of the company is made up of the nominal value of the shares of the company acquired by shareholders” (Article 25 of the JSC Law, Article 99 of the Civil Code of the Russian Federation).

During capital formation, the company sells shares to investors. Shares are securities that confirm the owner's contribution to the JSC's property and certify his right to:

• to receive part of the company's profits (dividends);
• to manage the activities of JSC;
• on a part of the JSC's property in the event of liquidation of the organization.

There are common and preferred shares. If, during the formation of the authorized capital of a joint-stock company, an investor acquires ordinary shares, he has the right to vote at general meetings and receive dividends after they are paid on preferred shares. The owner of preferred shares is usually limited in his ability to vote at the meeting, but receives a fixed income from the shares and has a pre-emptive right to distribute assets if the joint-stock company is liquidated. The authorized capital of a joint-stock company may contain no more than 25% of preferred shares.

“Public is a joint-stock company, the shares of which and the securities of which, convertible into its shares, are publicly placed (by open offering) or publicly traded on the terms established by the laws on securities. The rules on public companies also apply to joint-stock companies, the charter and company name of which contain an indication that the company is public” (clause 1, article 66.3 of the Civil Code of the Russian Federation).

If a JSC does not meet these criteria, it is considered non-public. Before creating a public joint-stock company, it is necessary to register a non-public one, after which it is possible to change its status (Article 7.1 of the JSC Law).

The minimum size of the authorized capital of a JSC is determined by law

According to Art. 26 of the JSC Law for public and non-public companies, different minimum amounts of the authorized capital are established:

1. The minimum authorized capital of a public joint stock company must be at least 100,000 rubles.
2. The authorized capital of a non-public joint-stock company must be at least 10 thousand rubles.

These rules have been in effect since July 1, 2015. Since that date, changes have been made to the law on joint-stock companies regarding the authorized capital of joint-stock companies. Changes have been introduced. Prior to these amendments, there was uncertainty. The law on joint-stock companies contained instructions only in relation to the authorized capital of a CJSC or OJSC, and from September 1, 2014, only public or non-public joint-stock companies could be created (Article 66.3 of the Civil Code of the Russian Federation). In Art. 66.2 of the Civil Code of the Russian Federation there was a reference to the fact that it is necessary to determine the minimum amount of the authorized capital of a joint-stock company in accordance with corporate legislation, but in the law on JSC itself, the explanations concerned only CJSCs and JSCs, which at that time were no longer created. Now there is no uncertainty, and when creating a new joint-stock company, one must be guided by the current version of Art. 26 of the JSC Law.

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Joint Stock»

The joint-stock form of organization has the ability and properties to combine various forms of ownership.

Share capital- this is the financial condition of the company of shareholders, which is formed in connection with the combination of several own capital in order to attract small entrepreneurs (depositors) using the sale of shares and bonds. Share capital is in general, but is only held by large financial representatives.

Types of share capital:

• main capital- this is a part of the capital that can be used in production, and which transfers its value to a new manufactured product in parts, its value is prescribed in the Charter of the enterprise;

• subscribed capital- these are shares that the company of shareholders has issued within the prescribed period and for the purchase of which investors have agreed and subscribed;

• - this is a certain part of the authorized capital, which represents the value of paid-in shares in general.

Equity capital can be viewed from two perspectives:

1. capital for production- production buildings, equipment, tools;

Entrepreneurial activity brings a good income and improves the well-being of people, and also allows you to actively develop in various areas of life. However, the existing competition among entrepreneurs creates conditions under which it is necessary to actively fight for each client.

Entrepreneurial activity is strictly controlled at the state level. In order to create your own business, it must be registered with state authorities and form an authorized capital.

The concept, functions and content of the authorized capital of a joint-stock company

One of the fundamental categories of joint-stock law is the definition of authorized capital.

In accordance with the provisions of Art. 99 of the Civil Code of the Russian Federation, the authorized capital is understood as the amount in monetary terms, which is equal to the total price of all shares that were acquired by the participants in the company.

Based on this definition, the authorized capital cannot be attributed to property values.

In this case, the property of the joint-stock company will include a variety of monetary resources that pay for the purchase of shares. In this context, the authorized capital will be a conditional value, the amount of which is tied to a specific period of time. And this leads to the fact that the nominal and actual value of all shares in total terms may not coincide.

Given the well-known circumstances, the authorized capital of the company is quite reasonably qualified as a permanent accounting code, the main task of which will be the expression of property in monetary form. That is, the authorized capital is a certain property value, the size of which is shown in monetary terms.

The authorized capital performs three main functions:

• Warranty. The organization is liable to shareholders within the limits of the property in monetary terms, which belongs to the joint-stock partnership;
• Distribution. With the help of the authorized capital, the equity parts of the capital are determined, which belong by right of ownership to the shareholders or founders. This determines the payment of dividends that each of the founders will receive in the course of their activities;
• Financial support. The total amount of property forms the material base of the company, which, if necessary, can be attributed to the fulfillment of obligations to creditors.

Minimum values ​​of the authorized capital of a joint-stock company

The minimum size of the statutory fund in accordance with the current legislation is determined in agreement with all the founders of the organization and is fixed in the statutory documentation. But at the same time, the total amount of capital should not be below the limits that are established at the state level.

Over time, there may be an increase in the authorized capital of the joint-stock company. However, this is possible only in cases where these requirements are provided for by the charter of the company.

The law determines that the minimum authorized capital for a JSC will depend on its type. For open-type partnerships, it is equal to 1000 minimum wages, and for closed joint-stock companies - not less than 100 minimum wages.

On average, the minimum amount of the authorized capital in joint-stock companies is:

• 10 thousand rubles for LLC and non-public companies;
• 100 thousand rubles for PJSC;
• 5,000 minimum wages for state-owned organizations;
• 1000 minimum wages for municipal joint stock partnerships.

If the size of the authorized capital is higher than specified in the legislation, then this should be noted in the charter. In addition, if in the future it is planned to increase the authorized capital of a joint-stock company, then this should also be noted in the statutory documentation.

Any change that concerns the statutory fund must be displayed in accordance with legal requirements.

Regulation of the value of the net assets of a joint-stock company

Despite the fact that many users believe that the concepts of "authorized capital" and "net asset" are identical, in reality this is absolutely not the case.

The authorized capital is a monetary expression of the property that should be in the enterprise. At the same time, actual data on cash assets may differ significantly.

At the same time, net assets are the actual price of all property owned by a joint-stock company. However, even here there are some nuances.

The amount of net assets is formed exclusively with the deduction of all debt obligations of the joint-stock company. Therefore, we can conclude that net assets act as a guarantee obligation for all transactions of the organization that are associated with accounts payable and debt.

If it is determined that the company has a large number of debts and their payment on account of the value of net assets is impossible in principle, then this will be considered a violation of the rights of the creditor, and they will have the right to file a claim for compensation of all damage to the courts. The order of this procedure is also regulated by the valid legal framework.

Depending on the ratio of net assets and debt obligations in monetary terms, the authorized capital may also be subject to some changes.

In particular, if the amount of net assets is insufficient, the authorized capital may be partially transferred to fulfill obligations and be reduced.

If the amount of capital decreases, the payment of dividends to the founders will take place in a different order and in a reduced form. In any case, the formation of the authorized capital of a joint-stock company and the basic procedure for this procedure takes place with the active participation of all participants in the structure in compliance with all legal requirements.

If the total cash equivalent of the net asset significantly exceeds all debt obligations, then in this case the authorized capital can be increased, which will bring additional dividends to all shareholders of the company.

Limitation on the number of total nominal value of shares or the maximum number of votes held by one shareholder

All issues related to the authorized capital of a JSC are considered by the provisions of Article 99 of the Civil Code of the Russian Federation.

The requirements of the current legal framework state that a joint-stock company has the right to issue an unlimited number of shares. However, this should be noted in the statutory documentation. As for the distribution of votes among shareholders, everything here will also depend on the internal policy of the company.

In some situations, the state sets restrictions.

In particular, shares cannot be owned by one person, and the composition of the founders of a joint-stock company must be more than two participants.

All features of this issue are regulated in accordance with Article 99 of the Civil Code of the Russian Federation. However, one should not forget that in most cases JSCs independently determine and establish the procedure for issuing shares in an organization, their total amount in monetary terms and discuss their distribution among all the founders of the company.