What is modern joint-stock company, what types of joint-stock companies exist today, how they work, what are their advantages and disadvantages, in what cases it makes sense to open a joint-stock company for your business - we answer these and other questions in our new publication.

Joint stock company: the essence of the organizational and legal form

JSC can be recognized as a widespread form in which entrepreneurs clothe their business. At the same time, not every activity makes sense to carry out with the help of AO. For example, a car service, a store, a workshop, and even their network is better to register in a different structure, maybe even just register as an individual entrepreneur.

What is the essence of such a form of legal entity as a JSC, and who is more profitable to work this way? First, let's look at the laws. Thus, the Civil Code, which we will quote below, classifies joint-stock companies as a special category of legal entities: specifically, business companies.

Business partnerships are corporations, that is, legal entities whose founders acquire the right to membership in the established organization. In this JSC, they are seriously different from other organizations. Let's say the head of an institution has no right to a share of ownership in it. And the founder owns the property of the institution (or has the right to dispose), but, as it were, is outside this structure.

The property of legal entities of other types, other than JSCs, often belongs to the owners in some physical form: in the form of real estate, equipment, vehicles, etc. Moreover, such property may belong to one owner or several. It is different in the case of joint-stock companies.

A joint-stock company differs from other similar legal entities in that its capital is formed, in fact, by clubbing. Moreover, the participants do not each have their own property: one, say, premises, the other - machines, the third - transport. Ownership is expressed not in any physical objects, but in numbers, in shares of money capital, which was contributed by one or another participant.

As a result, the form of a joint-stock company acquires high stability (which we will discuss in more detail in the section on the advantages and disadvantages of a joint-stock company). In such a structure, there are no cases when one of the important co-owners decided to “leave the game” and take an important part of the property out of the business. For example, the key equipment of the technological cycle. A co-owner in a JSC, deciding to leave the business, simply sells his shares, sells them at market value. Or, in the case of a non-public joint-stock company, the shares are bought by the partners remaining in the business (a simple direct transaction is executed). Shares cannot be taken and thrown away, they are a "fireproof" financial instrument and can only either depreciate on the stock exchange or "disappear" when the JSC is liquidated.

Joint-stock companies are created solely for the purpose of commercial: all activities are carried out for the sake of one thing - profit. Charitable, social, cultural goals are realized in other legal entities. AT social sphere created, for example, non-profit organizations.

The AO form is used where really large investments are needed in some kind of business. For example, banking structures, extractive industries, large transport companies (railroads, air carriers, etc.) operate on the basis of equity capital. As a rule, the scale of such firms is very large, they spread their influence at the level of regions and even federations. Basically, it is precisely this hugeness that is the reason for the creation of a joint-stock company, because capital investments are really needed.

Types of joint-stock companies

When creating a joint-stock company, it is necessary to carefully study all legislative acts on the work and reporting of such legal entities. Per recent times many changes have taken place, mainly with regard to the relevant articles of the Civil Code. Please note that, starting in 2014, forms such as an open or closed joint stock company are no longer used. Societies began to be called public and non-public. Lawyers note that the current PJSC and NAO are not exactly the same as OJSC and CJSC, more on this below in our article.

So, the most important feature of a PJSC, that is, a public joint stock company, is that it can list its securities for free trading, and the number of owners, shareholders, is not limited. It can be dozens, and hundreds, and thousands of co-owners.

Ownership shares, when decided to operate in the form of a NAO, are distributed among a limited number of owners and are not released for free circulation on the market. If the NAO somehow starts selling shares, offers them to an indefinite circle of persons, it turns into a PJSC and, from the point of view of the law and control bodies, is obliged to report in detail on its work.

Detailed characteristics of joint-stock companies

Both types of joint-stock companies, which are described in the article, have rather sharp differences not only in terms of free trading in shares. The matter concerns both management and other nuances.

For PJSC, it is obligatory to indicate in the charter, in the name of the word “public”, while for NAO, only the legal form is indicated.

To open a NAO, it is enough to have 10,000 rubles in reserve, while a public company is a capital of 100,000 rubles or more.

As for the board of directors, a public company must have one, but NAOs have the right not to create a board if there are less than 50 shareholders. This rule makes it much easier to manage small JSCs.

Public joint stock companies: features

Since PJSC can trade shares, and the requirements for them are higher in terms of reports and management. The fact is that persons from a wide range of citizens are involved in the activities of PJSC, and the company is sometimes responsible to thousands of shareholders.

It is managed by PJSC on the basis of the approved charter, while the supreme management body is the meeting of shareholders. It is held annually by decision of the board of directors, the initiative may also belong to the control and audit commission.

If the number of shareholders is large enough, it is physically impossible to gather hundreds of co-owners in one place and at one time. Then they do it in two ways. Either absentee voting is carried out (for example, by mail) by filling out a pre-prepared ballot, or the number of shareholders who have the right to vote in the general meeting is limited.

The general meeting makes the most important, strategic decisions concerning the existence and development of the organization. The rest of the time, the joint-stock company is usually managed by the board of directors as the highest executive body of the joint-stock company.

If the JSC operates as a public company, every year it is necessary to publish detailed reports on many parameters. It is also important that anyone can look into such reporting: they post documents in the media, and always on the website of the joint-stock company.

Meeting of shareholders

The supreme governing body of a JSC, as already mentioned, is the meeting of shareholders. The meeting is held every year, it decides how to evaluate the results of work, whom to elect to the board of directors, how much to pay (and whether to pay) dividends.

There is also such a form of management as an extraordinary meeting of shareholders. It is convened when important issues arise regarding the activities of the JSC, holding extraordinary meetings is regulated by law (Law "On Joint Stock Companies").

Non-public joint-stock companies

The main characteristic of the NAO is its "closedness" from the external market. Shares are kept in a circle of participants, which is strictly limited, they are not allowed here simply for money. The form is less common than PAO, it is chosen when they want to report less to the authorities, to have greater freedom in all matters of management.

If one of the shareholders wants to get rid of their share by selling it, NAO shareholders have a pre-emptive right to purchase these shares, thus maintaining the principle of “non-publicity” of the JSC.

Unlike public JSCs, non-public JSCs are not obliged to publish information about their activities and their results in such a wide volume, but report only to a certain circle of people. Thus, NAO has more freedom in management, besides, the number of shareholders is quite limited, and large-scale absentee voting is not required. At the same time, NAO loses the opportunity to raise capital through an open sale of shares. Which form is more appropriate to choose is decided purely individually, based on specific conditions.

In the case of PJSC, by decision of the shareholders, the management of the enterprise can be delegated to the board of directors or the sole director.

Non-public companies, except for CJSCs, also include LLCs (limited liability companies) in the event that their activities do not contain signs of a public nature.

Charter of a joint-stock company

The charter is the main, but far from the only document on the basis of which a joint-stock company is registered. The charter, in addition to information and the full name, legal address, nature of the JSC, must contain information on the amount of the authorized capital, management bodies, shares of the company, etc.

A meticulously prepared charter is the cornerstone of further successful activity. The text should not contain provisions that can be interpreted ambiguously, since it is the charter that is the most important document in disputes and strategic decision-making.

Corporate agreement of a joint stock company

In addition to the charter, today a corporate agreement can be applied in the activities of a JSC. This is an agreement in which the participants fix their obligations to act in a certain way. For example, vote the same way.

It can be seen that the corporate agreement is also an innovation from 2014. The terms of a corporate agreement apply only to those persons who entered into it, and do not create any obligations for parties that are not parties to the agreement.

Responsibility of the participants of the joint-stock company

Members of a joint-stock company are not liable for its obligations and may suffer losses only in the amount of the value of the acquired shares. This is the fundamental difference between the owner of a share in a JSC and individual entrepreneur. The latter, according to the law, is liable for his obligations with all his property.

Joint stock company: advantages and disadvantages

A joint-stock company is a "two-faced Janus", which exists both as an organization and as a set of all shares issued by the company. It is the joint-stock form that makes it possible to increase almost unlimitedly, to pool capital, the main thing is the attractiveness of the joint-stock company for shareholders. And, of course, commercial success.

There is no risk for shareholders other than the risk of losing the funds invested in shares. In case of bankruptcy of a joint-stock company, the owner of a block of shares in it is liable with his property for the obligations of the organization. At the same time, the shareholder is free to choose the amount he is willing to risk by acquiring a particular number of shares.

A joint-stock company is considered a very stable structure in terms of capital: in the event of the sale of blocks of shares of any volume, the disposal of any number of shareholders, the company does not break up, but continues to function on the market.

Sustainability is complemented by the fact that at the helm of the JSC, as a rule, there are professional managers specially hired to manage the business. Each individual shareholder cannot influence the adoption of operational decisions, but only indirectly vote within the framework of the annual meeting on strategic issues.

Shares of successful companies have such a property as high liquidity. Therefore, the owner can almost at any time sell his market share, returning the capital invested in the joint-stock company. In this case, the property has an "impersonal" character, expressed in a certain price. Unlike the ownership of buildings, means of production, you do not need to look for buyers for a long time, discuss the terms of transactions, draw up a lot of documents, etc.

Stocks are a very interesting financial instrument that can generate income in several ways. First, there are dividends. Secondly, the growth of the share price. Thirdly, there are methods of making a profit when shares are lent to someone, and so on.

It is also important that the form of a joint-stock company is the most prestigious in the eyes of the public and indicates the serious nature of the business, its scale and responsibility.

The state is often among the shareholders of large companies, and this not only ensures the inflow of large shares of capital, but also high prestige, which works great for the image of the business.

In addition to the advantages, AOs also have some disadvantages. The main one is, paradoxically, openness. The potential for unlimited accumulation of capital turns into threats. This is the risk of mass resale of shares, when the composition of the owners changes so much that there is a risk of losing control over the JSC.

The need for open publication of detailed reports entails an information threat: the published information can be used by competitors for market struggle. Of course, we are not talking about the form of PJSC, but such companies cannot sell shares on the free market.

In the decision-making process, misunderstanding between managers and shareholders is possible. There are cases when management tries to transfer the maximum benefits from the business to its own advantage, to the detriment of the interests of shareholders.

Joint-stock company - complex structure, and therefore management and reporting here are also very difficult and rather cumbersome. A non-professional is not able to understand all the management issues of such an organization; it requires the involvement of specialists, sometimes very expensive.

However, the positive aspects and opportunities of AO still outweigh the risks. In addition, it is often impossible to build a business in a different organizational and legal form, especially when it comes to large-scale projects. When serious investments are needed in infrastructure, equipment, scientific and technological developments, JSC is the most correct choice from all other forms of business entities.

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. Availability the following signs indicates that the Bank of Genoa became the prototype of the 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 to which it refers retail network stores "Magnet";
• 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 normative act 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. Investments made are immediately available 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, executive body(CEO 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 direct activity firms 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 that makes up 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 is worth spending necessary calculations 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 may have, must go through a long process state registration. After this procedure, information about the new company enters the Unified State Register 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, do not 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.

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a business company formed by persons who have combined their property and funds into an authorized capital divided into a certain number of equal shares secured by securities - shares. AO - commercial organization having a corporate character and the status of a legal entity. JSC participants - shareholders have liability rights in relation to JSC, fixed in shares. A shareholder's liability for the obligations of a JSC is limited to the value of its shares (essentially, the value of a share determines the limits of a shareholder's entrepreneurial risk). The subject of ownership of funds and other property contributed by the founders and shareholders to the JSC is the JSC itself as a legal entity.

JSC as an organizational and legal form arose at the turn of the XVII-XVIII centuries. due to the need to concentrate capital for large business projects. One of the first JSCs was the East India Company, formed in England in 1600, and the East India Company in Holland, formed in 1602. In Holland, the top management of the company was appointed by the government of the States General from among the shareholders who had a certain number of shares. Shareholders owned only property rights, personal participation in the management of JSC affairs was not allowed. In 1628, the West India Company was founded in France, and in 1664, the East India Company. In the XVIII century. appear AO in Germany.

In Russia, the first legislative act providing for the creation of associations with the features of a JSC was the Decree issued on October 27, 1699 by Peter I on the formation of trading companies by merchants. The named and subsequent Decrees of 1706 and 1711 only expressed the idea of ​​the expediency of uniting merchants in companies to expand their business and replenish the treasury, but did not receive practical implementation. The first real operating joint-stock company was the Russian Trading Company in Constantinople, established on February 24, 1757. The company's capital consisted of 200 shares of 500 rubles each. each. 100 shares were distributed among the founders, 100 were sold to everyone. The company was managed by directors, but there was no detailed regulation of their activities.

By the end of the XVIII century. in Russia, the conditions for the functioning of equity capital have developed. But the management system of JSCs has not yet been established by law - issues related to the structure of management bodies, the procedure for expressing the will of shareholders, etc., were decided by the shareholders themselves. As a rule, management was in the hands of the founders of the company. The general meeting of participants determined the procedure for distributing profits, elected and dismissed officials, enjoyed the right to open new offices of the company, make changes and additions to the memorandum of association.

The main features of the joint-stock company were enshrined in the Named Supreme Decree of September 6, 1805. The provisions enshrined in the Decree, with some changes, were included in Ch. 10 "On partnership" of the Code of Laws Russian Empire 1830 The Manifesto of Emperor Alexander 1 of January 1, 1807 provided for two main types of partnerships - a full partnership and a limited partnership. Joint-stock companies - "partnerships in areas" - were considered as an exception. However, the need for legal regulation of the joint-stock form of combining capitals caused the emergence of the Law "Regulations on Companies on Shares", approved on December 6, 1836 by the Decree of Nicholas I.

The 1836 Law defines the essence of the joint-stock form of business organization: “Companies based on shares are formed by combining a certain number of private contributions of a certain and uniform size into one common share capital, which limits the scope of actions and responsibilities of members of the company, and may have as its subject reduction to the action of any, not constituting anyone's exclusive property, invention or enterprise in the field of science, art, art, craft, navigation, trade and industry in general. The law imposed certain requirements on the articles of association of companies, requiring that the means and purposes of the enterprise, the name of the company, the amount of capital and the number of issued shares, the procedure for compiling capital and the distribution of shares, the obligations, rights and responsibilities of the company and shareholders, the procedure for reporting, distribution of dividends, the procedure for managing affairs company, the structure and competence of the board and the general meeting of shareholders, the procedure for closing and liquidating the company. The law provided the company with the opportunity to independently regulate in its charter the rights of shareholders to participate in the general meeting and in its decisions in proportion to the number of shares they have, the procedure for participation in the meeting of authorized shareholders. The board could manage the affairs and capital of the company in accordance with the rules of the articles of association, which should indicate the maximum amount by which the board is authorized to "make expenses for the enterprise of the company" without a decision of the general meeting. The law also provided for the procedure for making decisions by the board - by a majority vote of the members present, and if it was impossible to obtain the required majority, the issue was raised before the general meeting. The competence of the general meeting was determined by the charter on the basis of an approximate range of issues attributed by law to the competence of the meeting. This is the appointment of reserve capital, the distribution of dividends, consideration of the report, the election of directors, amendments to the charter, the decision to close the company. Decisions of the general meeting were valid if they were adopted by "at least three-quarters of the shareholders who appeared at the meeting when calculating their votes according to the size of the shares."

The law of 1836 was in effect until 1917. After the October Revolution of 1917 and the broad nationalization of industry, joint-stock companies in Russia practically disappeared by the middle of 1918. However, with the transition to the NEP, interest in various forms of entrepreneurial activity revived again. Prior to the adoption in 1922 of the Civil Code of the RSFSR, the activities of joint-stock companies were practically not regulated. At the same time, separate steps were taken that created the prerequisites for the appearance in the Civil Code of a set of norms on commercial partnerships. These include the decree of the All-Russian Central Executive Committee on foreign trade of March 1, 1922, which granted the People's Commissariat of Foreign Trade the right to organize, with the approval of the Council of Labor and Defense, joint-stock enterprises: Russian, with foreign capital, mixed. The Decree of the Council of People's Commissars of April 4, 1922 on the establishment of the Main Committee for Concessions and Joint Stock Companies established the procedure for approving the statutes of JSCs. The Law of May 22, 1922 "On the Basic Private Property Rights Recognized by the RSFSR, Protected by Its Laws and Protected by the Courts of the RSFSR" provided all legally capable citizens with the opportunity to organize industrial and commercial enterprises, including joint-stock companies.

On January 1, 1923, the Civil Code came into force on the territory of the RSFSR, which contained the basic rules governing the legal status and activities of the joint-stock company. The Civil Code designated them by the terms "joint-stock partnerships" and "share partnerships". JSC was defined as "a partnership (company), which is established under a special name or firm with a fixed capital divided into a certain number of equal parts (shares) and for whose obligations it is liable only with the property of the company." Here, as an independent feature, the division of fixed capital into a certain number of equal parts represented by shares is indicated. The number of founders could not be less than five. The charter, which was submitted for government approval, had to contain an indication of the purpose of the joint-stock company, its name, the size and procedure for the formation of fixed capital, the face value and procedure for paying for shares, a description of the management bodies of the joint-stock company, their competence and reporting procedure. For the formation of a joint-stock company, two meetings of founders were required: preliminary and constituent. Not later than one month, but not earlier than 7 days after the preliminary meeting, the constituent meeting of shareholders was convened. The resolution on the establishment of a joint-stock company was recognized as valid, provided that it was adopted by a majority vote of the shareholders present, representing at least half of the share capital contributed by the time of the founding meeting. The JSC acquired the rights of a legal entity only after registration. The system of governing bodies of the company included the general meeting of shareholders, the board and the audit commission. However, the AO was given the opportunity to form a council, which occupied an intermediate position between the general meeting and the board and, in the periods between meetings, was called upon to exercise control over the activities of the board. The formation of the council should have been provided for in the charter of the society. The JSC form was also used for organizations whose shares could belong exclusively to the state. The Regulations on joint-stock companies of August 17, 1927 extended general rules to state joint-stock companies regarding all state self-supporting enterprises. In the second half of the 30s. state joint-stock companies were either liquidated or transformed into state associations, trusts, auctions.

Due to the almost complete nationalization National economy the norms of the Civil Code on commercial partnerships became invalid and were formally excluded from the Civil Code of the RSFSR.

The transition of the Russian Federation to a market economy required the revival of organizational and legal forms capable of ensuring the unhindered movement of goods and services, the rational organization of production, trade, banking, etc. The use of the JSC form has become one of the most important tools for the privatization of state and municipal enterprises. The restoration of the legislation on joint-stock companies began with the approval by the Council of Ministers of the RSFSR on December 25, 1990 of the Regulations on joint-stock companies. In a number of subsequent acts - the Law of the Russian Federation of July 3, 1991 No. 1531-1 "On the privatization of state and municipal enterprises in the Russian Federation", Decrees of the President of the Russian Federation "On organizational measures to transform state enterprises, voluntary associations of state enterprises into joint-stock companies "" On the state program for the privatization of state and municipal enterprises in the Russian Federation "and others. normative base to create an AO. Part one GC

RF. adopted in 1994, and the Federal Law of the Russian Federation of December 26, 1995 No. 208-FZ “On Joint Stock Companies” regulated relations related to the establishment and activities of JSCs.

The law is applicable to all joint-stock companies operating in the territory of the Russian Federation. Features of the creation and legal status of JSCs in the areas of banking, insurance and investment activities, as well as companies formed on the basis of enterprises of the agro-industrial complex, are determined by the Federal Law.

The creation of a joint-stock company is possible either through the establishment of a new company, or through the reorganization of an existing one. A necessary condition for the acquisition by JSC of the rights of a legal entity is its state registration. The creation of a joint-stock company is an act of will, committed by persons with civil legal and legal capacity - the founders. Both citizens and legal entities can act as founders. Owner-funded institutions may become AO members with the permission of the owner. The decision to establish a joint-stock company is taken by the founders jointly and unanimously, but the Law allows the establishment of a joint-stock company by one person, and then the will of this person is sufficient. The Constituent Assembly decides on three main issues: the creation of a joint-stock company, the approval of its charter, and the election of management bodies. By critical issues decisions are taken unanimously. The decision to form the governing bodies is made by a majority 3/ of the number of votes belonging to the founders in accordance with the total number of voting shares due to them in accordance with their property contributions. The agreement on the establishment of a JSC concluded by the founders is a simple partnership agreement (an agreement on joint activities) and does not apply to constituent documents. Therefore, like any civil law contract, it can be declared invalid if there is sufficient grounds. In addition, an obligatory condition for the normal activity of a JSC is the registration of an issue of securities (shares) of a company with the Federal Securities Commission of the Russian Federation, without which it is impossible to conduct any transactions with JSC securities.

The law distinguishes between two types of JSC - open and closed. Open JSCs (JSCs) have the right to conduct an open subscription for the shares they issue, the number of shareholders in them is unlimited, the shareholders have the right to alienate their shares without the consent of other shareholders. In closed JSCs (CJSCs), the number of shareholders should not exceed 50, shares are distributed among the founders or a limited number of persons, CJSC shareholders have the pre-emptive right to purchase shares sold by other shareholders of the company. The possibility of having an unlimited number of founders and shareholders in an open joint-stock company creates the conditions for mobilizing significant capital, which ensures the solution of major economic problems. Limiting the number of shareholders of a CJSC brings this form of business companies and limited liability companies (000) closer together.

The only founding document of a joint-stock company is its charter. This is a local normative act that regulates the internal relations that develop between shareholders and the management bodies of the JSC. The legal force of the charter, its obligation for all shareholders and bodies of the joint-stock company is based not only on the fact of approval of the charter by the founders, but also on the subsequent state registration of the joint-stock company. The law gives an approximate list of information that should be contained in the charter. The founders have the right to include in it any provisions that do not contradict the law. The charter distinguishes between informational and regulatory provisions. The information that an interested person can obtain from the charter should give a complete picture of the JSC as a subject of civil law, i.e. first of all, to individualize the joint-stock company, to characterize the main directions of its activity, to indicate the state of its property. The charter defines the rights of shareholders for various categories of shares. It fixes the organizational structure of the joint-stock company, determines the structure of its bodies and normalizes the procedure for the formation and activities of these bodies. Protecting the interests of shareholders. The law established that only in the charter adopted unanimously, restrictions on the number of shares owned by one shareholder, or their total nominal value for one shareholder, could be provided. The statutory limitation of the maximum number of votes belonging to one shareholder is also allowed, regardless of the number of shares he has. Amendments and additions are made to the charter of a joint-stock company by decision of the general meeting of shareholders and become effective for third parties from the moment of state registration.

The structure of the bodies of the joint-stock company provided for by the Law is designed to ensure the interests of shareholders, the ability to really influence the economic activity of the joint-stock company. A peculiar system of "checks and balances" has been created. The main body is the general meeting of shareholders, which forms the executive and control bodies. The executive body may be the board, the directorate - collegial executive bodies or the director, the general director - the sole executive body. The current activity of these bodies is controlled by the board of directors (supervisory board) and the audit commission (auditor) created by the general meeting of shareholders.

General Meeting of Shareholders in without fail is convened annually at the time determined by the charter on the basis of the Law. An extraordinary general meeting is convened by the board of directors (supervisory board) on its own initiative, as well as at the request of the audit commission (auditor) of the JSC, the auditor of the company, the shareholder (shareholders) who owns at least 10% of voting shares. The meeting can be held both with the presence of shareholders and by absentee voting (by poll). Many issues can be resolved by absentee voting, with the exception of the election of the board of directors, the audit commission (auditor), approval of the company's auditor, consideration and approval of annual reports, balance sheets, profit and loss account, distribution of profits and losses.

Decisions adopted by the general meeting are binding on the shareholders. However, the Law grants the shareholder the right to challenge the decision and demand in court that it be declared invalid in case of: untimely notification (lack of notification) of the date of the general meeting; failure to get acquainted with necessary materials(information) on issues included in the agenda of the meeting; untimely submission of ballots for absentee voting, etc.

The shareholder may apply to the court to declare the decision invalid if: a) the decision was made in violation of the law, other regulatory legal acts or the charter of the JSC; b) the plaintiff did not take part in the meeting at which the decision was made, or voted against it: c) this decision violated the rights and legitimate interests of the shareholder. In the presence of all three conditions, the claim can be satisfied by the court.

The Law defines the competence of JSC management bodies. The redistribution of competence between bodies is not allowed, except for a limited number of cases provided for by the Law. Thus, the charter may provide that the formation of the executive body and the early termination of its powers fall within the competence of the board of directors (supervisory board). The same applies to resolving the issue of changing the charter in connection with an increase in the authorized capital. For its part, the board of directors is not entitled to transfer its exclusive powers to the executive body. Not all of its powers can be exercised by the general meeting on its own: in some cases, its actions must be initiated by the board of directors (supervisory board). In particular, on the proposal of the council, issues of reorganization of the joint-stock company are resolved - merger, accession, division, separation and transformation, as well as its voluntary liquidation.

The reorganization of a JSC is that its rights and obligations are transferred to other legal entities in the order of succession. Among the forms of reorganization of a legal entity, the Civil Code of the Russian Federation, and after it the Law on JSC, mention the transformation. AO can be transformed into 000 or into a production cooperative. Transformation into a business partnership (full or limited) or into a consumer cooperative is not allowed. When carrying out the transformation, the rules established by law for the specified types of commercial organizations must be taken into account. It does not contradict the law to transform a joint stock company of one type into another: an open joint stock company into a closed joint stock company, and vice versa. The restrictions here are due to the established maximum number of shareholders in a CJSC - no more than 50, therefore, an OJSC with a larger number of shareholders cannot be transformed into a CJSC. On the other hand, a CJSC is not subject to transformation into an OJSC if the amount of its authorized capital is below the minimum level established for an OJSC.

Termination of a joint stock company in the form of liquidation is subject to the norms of the Civil Code of the Russian Federation, common to all legal entities, and the relevant norms of the JSC Law. A joint-stock company may be liquidated voluntarily by the shareholders themselves or forcibly by a court decision. The Civil Code names only two reasons for which the voluntary liquidation of a joint-stock company occurs - the expiration of the period for which the legal entity was created, and the achievement of the purpose for which it was created. The decision on liquidation must be immediately submitted in writing to the appropriate body of state registration.

The forced liquidation of a JSC is carried out by a court decision in accordance with the grounds specified in the Civil Code: carrying out activities without a proper permit (license), or activities prohibited by law, or with other gross violations of the law or other regulatory legal acts. The basis for compulsory liquidation is also the insolvency (bankruptcy) of the JSC. The conditions and procedure for declaring a JSC bankrupt, as well as the specifics of the liquidation procedure, are determined by the Federal Law of the Russian Federation dated January 8, 1998 No. 6-FZ “On Insolvency (Bankruptcy)”.

The basis of the commercial activity of a joint-stock company is the authorized capital, which is made up of the nominal value of the shares of the company acquired by the shareholders. The authorized capital of a company determines the minimum amount of its property that guarantees the interests of creditors. According to the law, the minimum amount of the authorized capital for an OJSC is at least 1000 times the minimum wage established by the Federal Law, and for a CJSC - at least 100 times. The formation of the authorized capital takes place in the process of establishing a JSC by paying for shares. Shares can be paid for in money, securities (bills, checks, warrants, etc.), other things or property rights or other rights having a monetary value, including property rights - the exclusive rights of a citizen or legal entity to the results of intellectual activity and equivalent to them means of individualization of a legal entity, products, work performed or services (company name, trademark, service mark, etc.). Certain information (trade secret), which is also included in the payment for shares, may also have commercial value. Valuation of property (including property rights) is carried out at the market price. The market price is the price at which the seller, who has full information about the value of the property and is not obliged to sell it, would agree to sell it, and the buyer, who has complete information about the value of the property and is not obliged to buy it, would agree to purchase it.

A reserve fund must be created in a joint-stock company to cover the losses of the company, redeem its bonds and buy back shares in the absence of other funds. Spending of the reserve fund for other purposes is not allowed. The charter may provide for the formation of another special fund - a corporatization fund, spent on the acquisition of shares with their subsequent placement among JSC employees. The law does not name any other funds, but does not prohibit their creation either.

The authorized capital, fixed during the creation of the JSC, may later be subject to change, which is fixed in the charter. The decision to increase the authorized capital is made by the general meeting or the board of directors, if such powers are granted to it by the charter. The decision to reduce can only be taken by the general meeting of shareholders. It is possible to increase the authorized capital by increasing the par value of shares or placing additional shares, and to decrease it by reducing the par value of shares or reducing their total number. A reduction in the total number of shares is allowed, in particular, by purchasing own shares, which are then redeemed. JSC is not entitled to make a decision on the acquisition of a part of the placed shares if, as a result, shares with a total nominal value of less than the level of authorized capital specified by law remain in circulation.

The redemption of shares is carried out not only by a decision to reduce the size of the authorized capital, but also at the request of shareholders in cases provided for by law. The owner of voting shares has the right to demand the repurchase of his shares if a decision is made to reorganize the company or make a major transaction, and he voted against or did not take part in the voting. The same right belongs to the owner of voting shares in the event of a decision to introduce amendments and additions to the charter of the joint-stock company or approve the charter in a new edition, as a result of which his rights were limited.

An essential feature of the new joint-stock legislation is the desire to protect the rights of shareholders, especially the minority, from abuse by persons who are members of the governing bodies of a joint-stock company. Therefore, the JSC Law includes rules on the possibility of challenging decisions of the general meeting, the board of directors, and the executive body. The protection of the rights and interests of a shareholder is carried out in two directions - the protection of his property rights and the protection of his right to participate in the management of the JSC.

The most important property right of a shareholder is the right to receive dividends from JSC profits. The decision to pay dividends is made by the general meeting of shareholders (annual dividends) or the board of directors (interim dividends - for a quarter, for half a year). The company is obliged to pay only declared dividends. The right to receive dividends arises for a shareholder only after the company makes a decision on their payment, which determines the amount of dividends for various categories of shares. In case of delay in payment, the shareholder has the right to apply to the court with a claim to recover from the JSC the amounts due to him. If dividends for the relevant period are not declared, the right to demand their payment does not arise. Owners of preference shares are not entitled to demand payment of dividends, the amount of which is provided for in the charter, if the general meeting has decided not to pay dividends on shares certain type or pay them in full. In the absence of such a decision, shareholders - owners of preference shares, the amount of dividends for which is determined in the charter, may file claims for their payment within the prescribed period, and in case of violation of the period, they may apply to the court.

When making a major transaction, which, like other transactions, is associated with entrepreneurial risk, probable losses can seriously undermine the property stability of the JSC. Therefore, the Law requires, in the interests of the JSC itself and sustainability civil circulation special care and compliance with special rules. One or more interconnected transactions for the acquisition or alienation of property or with the possibility of alienation by the company of property, the value of which is more than 25% of the balance sheet value of the assets of the JSC as of the date of the decision to conclude such transactions, are recognized as major ones. This also includes a transaction or several interconnected transactions for the placement of ordinary or preferred shares convertible into ordinary shares, constituting more than 25% of ordinary shares previously placed by the company. The decision to make a major transaction in the amount of 25 to 50% of the book value of assets must be taken by the board of directors (supervisory board) unanimously, and if unanimity is not reached, the issue may be submitted to the general meeting.

For the first time, the category of affiliated persons appeared in the joint-stock legislation of the Russian Federation, which is associated with the problem of interest in the company's transaction. Affiliates are usually called persons who, as a result of the acquisition of a certain block of shares in a JSC, either by virtue of their official position in the company (member of the board of directors, executive body), or due to other circumstances, can control the activities of the company to one degree or another. Affiliated persons of a JSC may be the main economic company, in relation to which the JSC is a subsidiary;

a shareholder having the right to dispose of more than 20% of the voting shares of this company; member of the board of directors of the company; a person holding a position in other management bodies of the company, etc.

The law recognizes as interested in the transaction a member of the board of directors of a JSC, a person holding a position in other management bodies, a shareholder (shareholders) holding with his affiliate (persons) 20% or more of the voting shares of the company, if these persons, their spouses , parents, children, brothers and sisters, as well as all their affiliates: a) are a party to such a transaction or participate in it as a representative or intermediary; b) own 20 or more percent of voting shares (shares, shares) of a legal entity that is a party to the transaction or participates in it as a representative or intermediary; c) hold positions in the management bodies of a legal entity that is a party to the transaction or participates in it as a representative or intermediary. In order to reduce or completely eliminate the negative impact for the JSC of personal or group interest in the transaction and the determination of its conditions. The law has set special rules. If one or more members of the board of directors are interested in the transaction, the decision is made by a majority of votes of non-interested members of the board. If the entire board of directors is interested, the decision must be made at the general meeting by a majority of shareholders who are not interested in this transaction.

JSC can carry out economic expansion in various forms, including through the creation of branches and representative offices, as well as the subordination of other companies (partnerships). Branches and representative offices of a joint-stock company are incompetent subdivisions of a joint-stock company acting on behalf of the company that created them. In this regard, a power of attorney to represent the interests of a JSC can only be issued in the name of the head of a branch or representative office.

A subsidiary company is an independent legal entity created by the main economic company (partnership). JSC and 000 can be a subsidiary. Both JSC and 000, as well as business partnerships - full and limited, can act as the main one. Relations between the main and subsidiary companies are formed on the basis of the predominant participation of the first in the authorized capital of the second, or an agreement between them, or the ability to otherwise determine the content of decisions made by the subsidiary. The size of the predominant participation in the authorized capital of a subsidiary is not established by law. Here, influence can be exerted various factors, and above all, the fragmentation and large number of shareholders of a subsidiary, which makes it possible to exert a decisive influence on its affairs, having 10-15% of the shares. What kind of contracts can serve as the basis for the relationship "main - child", the Law does not establish. Given the fact that the civil legislation of the Russian Federation does not know an exhaustive list of contracts, any contract that does not contradict the Law can become such a base. But at the same time Special attention should be drawn to compliance with antimonopoly legislation, since when creating an extensive network of subsidiaries, the main company can take a dominant position in the market, and this is contrary to the task of developing competition. The main company can influence the affairs of the subsidiary in two ways: a) determine the general direction of activity without interfering in specific decisions and transactions; b) give mandatory instructions on specific transactions. In the second case, the main company (partnership) is jointly and severally liable with the subsidiary for the latest transactions concluded. But the right to give mandatory instructions must be provided for in the agreement between them or in the charter of the subsidiary.

A dependent economic company, by its legal nature, is close to a subsidiary. But if the economic partnership may also be the main one in relation to the subsidiary, then the predominant (participating) in relation to the dependent may be

just another business entity. Relations of dependency occur when the dominant company has a 20% stake in the authorized capital of an LLC or it has 20% of voting shares in a dependent joint-stock company. The prevailing company is obliged to immediately publish and inform the antimonopoly body about the emergence of dependence relations.

In legal forms that involve the existence of subsidiaries and dependent business companies, holding companies are created that concentrate in their hands controlling stakes in other JSCs in order to manage their activities. The name "holding company" itself does not have a specific legal content, since any other business company or partnership that has sufficient funds and economic interest for this can acquire a controlling stake in a company.

Great Definition

Incomplete definition ↓

Joint stock company (JSC) - a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants in relation to the company, and which:

1. Has complete economic independence (wages, price fixing, distribution net profit etc.).

2. Bears responsibility for its obligations with all property, is not liable for personal property and non-property obligations of shareholders. 3. Is a legal entity, has a company name, a round seal, acquires and exercises property and personal non-property rights on its own behalf, and bears obligations. 4. Valid for an unlimited period, unless otherwise specified in the charter. 5. Carries out any types of economic activity not prohibited by law, and certain types activities, the list of which is determined federal laws, JSC has the right to engage on the basis of a specially issued permit (license). 6. Publishes the annual report, balance sheet, profit and loss account, and other information provided for in Art. 92 of the JSC Law, in the mass media available to all shareholders of this company. 7. The right to open subsidiaries, branches and representative offices (including abroad. A joint-stock company, as a commercial organization, pursues profit making as the main goal of its activities. Non-profit organization unlike commercial, if and in accordance with the legal form to conduct commercial activities (in particular non-commercial partnership), has no right to distribute profits between the participants.

Shareholders-founders of the company contribute to the authorized capital, money, securities, other things or property rights or other rights having a monetary value. The right of ownership to the contributions of the founding shareholders is acquired by the joint-stock company (if the founder does not contribute, for example, the right to use). Instead of a contribution, the shareholder receives securities-shares (at least one), in which the shareholder's obligations in relation to the joint-stock company are formalized, i.e. the shareholder acquires a certain set of rights. A joint stock company, as a legal entity, forms a separate Property Complex(as opposed to cases of individual entrepreneurship and simple partnership), which is responsible for its obligations. A joint stock company implements the principle of limited liability for obligations. Shareholders are not liable for the obligations of the company and bear the risk of losses associated with the activities of the company within the value of their shares, the company is also not liable for the obligations of shareholders. At the same time, shareholders who have not fully paid the value of the shares are jointly and severally liable for the obligations of the joint stock company within the unpaid part of the value of their shares.

The legal capacity of a legal entity is acquired by a joint-stock company, as well as all other legal entities, from the moment of state registration. A joint stock company also has all the other attributes of a legal entity, i.e. seals, forms, stamps, have the right to open bank accounts in accordance with the established procedure, to have a company name.

Public corporation Joint-stock companies can be open and closed, which is reflected in the charter of the company and company name.

A joint-stock company whose members may alienate their shares without the consent of other shareholders is recognized open joint stock company

Features of an open joint stock company:

Its shareholders have the right to alienate their shares without the consent of other shareholders of this company;

The Company has the right to carry out an open subscription for shares issued by it and to carry out their free sale, taking into account the requirements of the JSC Law and other legal acts of the Russian Federation;

The company is also entitled to subscribe for shares issued by it, except for cases when the possibility of holding a closed subscription is limited by the charter of the company or the requirements of legal acts of the Russian Federation

The number of members of such a society is not limited by law;

The company is obliged to annually publish for general information the annual report, balance sheet, profit and loss account;

It should post:

1) notification of holding a general meeting of shareholders in the manner prescribed by the JSC Law;

2) lists of shareholders of the company indicating the number and categories (types) of shares they own;

3) other information determined by the Federal Commission for Securities and Stock Market.

Closed Joint Stock society

Closed Joint Stock Company- this is a joint-stock company, the shares of which are distributed only among its founders or other, predetermined circle of persons. - the number of shareholders of a closed company should not exceed fifty. If the number of its shareholders exceeds this limit, the company must be transformed into an open company within a year. If the number of its shareholders has not decreased to fifty, the company is subject to liquidation in court, the above limitation on the number of shareholders was adopted in relation to those companies that were created or are being created after the entry into force of the JSC Law. The same closed companies that were created before the entry into force of the JSC Law continue to function regardless of the number of their shareholders. - a closed joint-stock company is not entitled to conduct an open subscription for the shares it issues or otherwise offer them for purchase to an unlimited number of persons; - the minimum authorized capital of the company must be at least one hundred times the amount of the minimum wage established by federal law on the date of state registration of the company; - the shareholders of such a company have a pre-emptive right to purchase shares sold by its other shareholders at the offer price to another person. The procedure and terms for exercising the pre-emptive right to acquire shares sold by shareholders are established by the charter of the company. The period for exercising the pre-emptive right cannot be less than 30 and more than 60 days from the moment the shares are offered for sale;

The company's charter may provide for the company's preemptive right to acquire shares sold by its shareholders, if the shareholders have not exercised their preemptive right to acquire shares;

Shares of a company are distributed only among its founders or other predetermined circle of persons;

So, as can be seen from the above, one of the main differences between an open joint stock company and a closed one is that a closed joint stock company is not entitled to conduct an open subscription for the shares it issues, the shares of a closed joint stock company are distributed only among its founders, or other predetermined circle of persons, shareholders of a closed joint-stock company and the company itself, if it is provided for by its charter, have a pre-emptive right to purchase their shares.

The sale of shares in a closed joint-stock company does not require the consent of the majority of its participants, but the shareholders of a closed joint-stock company enjoy the preemptive right to acquire shares alienated by other shareholders of this company, provided that they agree to purchase at the offer price to another person who is not a shareholder.