The beginning of the 1990s is famous for the emergence of entrepreneurship, which fundamentally adapts to modern rules in relation to doing business. So, the process of forming joint-stock companies in the Russian Federation relates directly to the beginning of privatization. What says Federal Law "On Joint Stock Companies"? What types of AO are known today? What is the property issue? You can find answers to these and other equally interesting questions when reading the materials in this article.
Joint-stock company: concept and types
Today, a joint-stock company is usually interpreted as an organization with commercial objectives, the authorized capital of which is formed directly by issuing shares. It is important to add that the nominal value of the latter must be the same. Individuals who own shares of the company are called shareholders. One way or another, they do not assume responsibility associated with the resulting debts of the company. So, the risk of shareholders is limited solely to losses incurred within the value of the shares. It must be added that the activities of joint stock companies are regulated by the Civil Code, as well as Federal Law "On Joint Stock Companies". In practical terms, the presented form of legal entity is often used for organizations of medium and large businesses.
If we consider a joint stock company as a legal entity, then we can distinguish the following features that are characteristic of this association of market participants:
- The presence of authorized capital, the formation of which is carried out through contributions of shareholders. It is important to add that such contributions come into the ownership (absolute disposal) of the joint-stock company.
- AT joint stock company property do not include shares purchased by participants. However, in the broad sense, an AO independently bears responsibility for absolutely all of its own obligations.
- The appropriateness of dividing the authorized capital by a specific number of shares (shares). So, their issuance takes place in exchange for a certain amount of contribution from the participants, who are ultimately vested with the right to dispose of these shares of their own free will.
Public and non-public companies
It is interesting to know that until 2014, joint-stock companies were classified into closed and open forms. In September 2014, these concepts were abolished by government bodies and considered incorrect. As a result of this event, classification on public and non-public companies.
Under the first form, it is customary to understand companies that form the authorized capital directly from shares or through the conversion of fixed assets into shares. It must be added that the turnover of the relevant association in terms of shares must be based on the Law on Securities. In addition, according to new requirements, the name of this kind of organization must necessarily contain a note about publicity.
It is advisable to include limited liability companies as non-public companies. The activity of those did not concern the changes. So, re-registration, unlike the public form, was not.
Public Joint Stock Companies
This chapter fully discusses characteristics of a joint stock company public form. To begin with, it should be noted that the amount of the authorized capital in this case is determined in accordance with the Federal Law “On Joint-Stock Companies”. He fully reveals the main features in terms of public society. It is important to note that distribution of profits in a joint stock company public form is carried out in accordance with a special mechanism. So, this type of organization forms the authorized capital directly by issuing shares for a specific amount of cash. By the way, in the process of development of activity, its size, as a rule, can change both in the direction of increase, and in the opposite direction. It depends solely on the repurchase of shares by the participants, as well as their additional issue. Characteristics of a joint stock company public nature in accordance with Russian law implies the determination of the minimum authorized capital as 1000 minimum wages. If you translate the units presented in money, you get the amount of 100 000 rubles.
It is important to note that the charter of a public society reflects the fundamental points regarding the activities of the structure. Besides, in features of a joint stock company the form in question must include information on its openness. Mandatoryly, the charter also affects the procedures corresponding to the issue of shares, as well as their listing on the stock exchange. By the way, the charter reflects the analysis in an extremely detailed version, which is very important today. Need to be supplemented: the document also addresses in detail how payment is made dividends of joint stock companies (namely, their accrual to participants). The charter, as a rule, provides for the conversion of shares into promissory notes for public joint-stock companies, and vice versa.
It is interesting to know that the formation of the property complex is carried out directly by selling the company's shares on the market at the stage of its creation. By the way joint stock company funds appear in a similar way. It must be added that the net profit earned in the process of entrepreneurial activity is also considered the property of the company.
Members and Board of Directors
Characteristics of a joint stock company assumes that the main governing body in relation to the structure is the general meeting of shareholders. It is interesting to note: its collection is usually carried out once a year directly at the request of the board of directors. For this, in any company it is usually assumed maintaining the register of shareholders. In addition, if necessary, it is possible to organize a meeting on the initiative of other members of the company. Among them may be, for example, auditors or an audit committee.
The number of shares of a public company is often significantly higher than necessary because of the impossibility of collecting all company participants simultaneously in one place. Moreover, making a single decision to a couple of hundreds of people is very difficult. That is why two areas were identified that are directly related to the solution of the problem:
- The introduction of certain restrictions on shares that can take part directly in the meeting of shareholders, in quantitative terms.
- Conducting absentee voting by providing participants with specific surveys.
Usually, director of a joint stock company forms a controlling stake. It accounts for fifty percent of all shares plus one more unit. It is important to note that at a meeting of shareholders strategic issues are usually resolved in terms of the development of the organization in future periods. By the way, for the time between meetings, the company is headed directly by the board of directors. In large-scale organizations, its number often reaches twelve people, and this is a lot.
Forms and methods of management
To begin with, it should be noted that the forms of managing joint-stock companies in the Russian Federation considered in this chapter have been integrated directly from foreign legislation. In this way, characteristics of a joint stock company suggests the presence of the following types:
- Revision Commission.
- Collegial executive body.
- General meeting of participants, i.e. shareholders (it is connected with them maintaining the register of shareholders)
- Board of Directors.
Of the above types, four forms of managing public joint-stock companies are forming:
- Full three-stage form. It is important to add that it includes all types of the above forms of management.
- Reduced three-stage form. In this case, the collegial executive body is excluded.
- A two-stage form in which there is no board of directors. In addition, the general meeting in this case is followed by the collegial and sole executive bodies.
- The abbreviated two-stage form, in which case the general meeting is followed only by the sole executive body.
Activities
It is important to know that as a type of activity for a public joint-stock company, in accordance with the legislation of the Russian Federation, absolutely any one is chosen if it is not prohibited by law. By the way, only one direction is determined as fundamental when there are several of them. In addition, for certain types of activities, it is important and mandatory to have an authorization document (license). A striking example of this is the sale of alcohol and tobacco products, as well as the sale of small arms.
Annual report generation
It is interesting to note that in accordance with the new provisions of the legislation of the Russian Federation, public joint-stock companies undertake to generate reports posted directly on the official resources of companies. It should be added that the financial result of the structure, certified annually, is checked for authenticity by engaging audit organizations.
Non-public joint-stock companies
In accordance with current legislation, the minimum amount of authorized capital for a non-public joint-stock company is 10,000 rubles. It is also important that it is formed thanks to the contributions of shareholders, as well as due to property complexes of the structure itself. By the way, the latter, one way or another, are subject to independent analysis and evaluation by experts for accounting in terms of contributions to the authorized capital of the company.
It is important to note that before the registration of a non-public company, not only its charter is formed, which subsequently becomes the basis for the business of the company directly for the period of existence, but also a corporate agreement between the participants of the company. Both papers give owners the opportunity to make decisions regarding the scope of rights and obligations of shareholders and determine the procedure for meetings of their council.
The participants of a non-public joint-stock company are solely the founders, one way or another, acting as shareholders. Why? The fact is that, in any case, shares are not subject to distribution more distant than this circle of persons. It is worth noting that the number of participants is usually limited to fifty people. In case of exceeding the number of shareholders in relation to a non-public company, it is necessary to re-register.
It is necessary to add that in order to ensure effective management of a non-public form joint-stock company, as a rule, general meetings of shareholders are organized.It is important that decisions made in the process thereof are notarized or certified directly by the person conducting the counting commission procedure.
Types of activity of non-public companies
To begin with, it should be noted that the legislation of the Russian Federation in the plan of joint-stock companies of a non-public form does not provide for prohibitions and restrictions directly on the type of activity. Of course, the exception is those that are prohibited by law a priori. In their meaning, non-public companies are limited liability companies (LLC), closed joint-stock companies (CJSC), as well as open joint-stock companies (OA), which have not issued shares on the exchange market.
It is important that the legislation of the Russian Federation does not under any circumstances provide for the open publication of the financial results of the organization, which in the case of a public company is carried out annually. Why? The fact is that this information is necessary exclusively for investors so that they can consciously make decisions. But in fact in the case under consideration they are the founders, one way or another, having access to the reports of the structure.
Comparative characteristics
What is the difference between public and non-public joint-stock companies? But with what:
- In the case of a public company, the distribution of shares is relevant to an unlimited number of persons. With non-public shares, only certain people are entitled to purchase shares.
- Publicity implies unlimited circulation of shares in circulation. Non-publicity, however, suggests that shareholders are directly endowed with the purchase of shares.
- In the case of a public type of company, publication of annual financial reports is relevant, in the case of a non-public one, one way or another, they are excluded.
- The first option provides for an authorized capital of one hundred thousand rubles, the second - ten thousand.
- The number of participants in a public joint-stock company can reach infinity, while in a closed one there are no more than fifty shareholders.