Any joint-stock company is a business enterprise with several participants who hold shares of a certain nominal value on their hands. Shareholders are liable for the obligations of the created company only within the framework of the value of the shares they own. See below for more information.
Enterprise Features
This is not to say that a ZAO is very popular in our country, because the costs and efforts to create and maintain such an enterprise are much higher than if an LLC were created. This is due to the fact that the registration of a company involves maintaining a register of shareholders. In addition, the company is required to register the initial issue of its shares. Shareholders are not entitled to other options for the alienation of their shares as soon as by sale. The company does not have the right to conduct an open subscription to its shares, they can be offered only to a limited circle of persons, which should be agreed upon by the statutory documents.
If the limit on the number of participants is exceeded, that is, there will be more than 50, then you will have to change the legal form for OJSC.
Although a CJSC may have one member, this shareholder cannot be a legal entity.
General requirements for a closed society
You can open a closed joint-stock company if the following requirements are met:
- The number of participants may not exceed 50 persons. Minimum quantity - 1 participant. All shareholders must have the status of a competent person, both foreign and Russian citizens. Participants in the newly created enterprise may be legal entities.
- The minimum authorized capital is 10 thousand rubles. You can contribute to society not only cash, but also property. All conditions for the formation of the authorized capital should be stipulated in the charter documents. The founders of a closed joint-stock company have the right to put a restrictive framework on certain types of property that are not subject to inclusion in the charter of an enterprise. Before making property as a contribution to the authorized capital, it must be evaluated by an independent expert. The value of the property during the formation of capital cannot be higher than it was estimated by its independent appraiser.
- The purpose of the creation. Like any other business unit, a closed joint-stock company is created for profit. You can choose any type of activity that is not prohibited by applicable law, if necessary, you will need a license.
- The duration of the company is not limited, unless otherwise specified in the charter documents.
- A register of shareholders must be in every closed company. It can be conducted by the company itself or by a certified certified registrar.
- A responsibility. The company itself is not responsible for the obligations of its shareholders, but only for its obligations. If it comes to bankruptcy, and it was established that this was the fault of the shareholders, then they may be held subsidiary responsibility for the obligations of the company.
Governing bodies
Before creating a closed joint-stock company, it will be necessary to form governing bodies. The highest governing body in this case is the general meeting of shareholders. However, the competence of such a body should be spelled out in the charter and not contradict the norms of the law. The current management of the company is carried out by the executive body, for example, represented by the general director.A collegial board may be envisaged, for example, two directors who are responsible for certain activities of the enterprise. The established governing body is fully accountable to the general meeting of shareholders and the supervisory board.
The board of directors or the supervisory board is obliged to carry out general management of the company, except for resolving issues whose adoption is the prerogative of the general meeting of shareholders. The board of directors is subordinate to the general director or another person who carries out general management of the economic activities of the enterprise.
If the shareholders of the company are less than 50, then the functions of the supervisory board may be assigned to the general meeting of shareholders.
Control over the financial and economic activities of the enterprise is carried out by the revision committee. The commission cannot include members of the supervisory board or other persons who are involved in the management of the enterprise.
Auditors
All joint stock companies are subject to annual audits. The general director or the supervisory board is entitled to engage an auditor, but the highest governing body must approve one or another audit company. The amount payable to the auditor can be agreed upon both at the director level and at the level of the supervisory board.
Requirements for the charter of a company
To register a company, you will need to draw up a charter, which should include the required information:
- the name of the enterprise, both full and abbreviated;
- location information;
- legal form;
- full information about the shares, their value and quantity, categories, for example, preferred or ordinary;
- rights and obligations of members of the company;
- the charter should clearly spell out the structure of the enterprise, stipulate the functions of each governing body, and the decision-making procedure;
- a list of issues that can be taken solely by the general meeting of shareholders is prescribed separately, how decisions are made, unanimously or by majority vote;
- the total number of shareholders must be registered;
- the charter stipulates the amount of the authorized capital;
- describes the procedure for paying dividends;
- there should be information about representative offices and branches, what is the procedure for their creation;
- how property will be distributed in the process of liquidation.
If the company is organized by 2 or more persons, then they must sign a creation agreement between themselves, which will allow to regulate all relations before the creation of the company. Such an agreement is not classified as constituent documents.
The rights of members of the company
All shareholders of the company have a certain range of responsibilities and rights. If during the creation of a company the distribution of shares into ordinary and preferred is implied, the owners of the first type of shares have the following rights:
- take part in the general meeting of shareholders;
- vote;
- receive dividends;
- upon liquidation, receive property or cash equal to the value of the shares.
Each ordinary share has the same amount of rights.
Owners of preferred shares, in addition to the same rights as ordinary holders, may:
- demand the conversion of their shares into ordinary shares;
- participate in the vote on the liquidation or reorganization of the company.
Before creating a closed joint-stock company, it should be remembered that all shareholders will have the right to familiarize themselves with practically all documents of the company and not only legal documents, but also those related to financial and economic activities. Shareholders who together hold 25% or more have the right to access accounting reports, contracts, minutes created in the process of holding meetings of the supervisory board.
Profit sharing
Before you create a closed joint-stock company, you have to decide on the distribution of profit in the future.As a rule, the decision on the payment or non-payment of dividends is taken once a year by the general meeting of shareholders. Distribution of profits occurs according to the nominal value of shares of all participants. In addition to cash, the charter can provide for other forms of payment. The Supervisory Board has the right to make recommendations on whether to pay dividends for the past year.
Company registration procedure
As a result of registration, each company receives a unique number, with an extract from the register confirming its assignment.
Before submitting documents, it is necessary to conduct a number of events:
- choose the name of the company;
- determine the size of the authorized capital, which cannot be less than 10 thousand rubles;
- distribute the shares of all participants, which can be done by signing the corresponding agreement;
- determine the future legal address of the company, if more than 10 companies are already registered at this address, then the acceptance of documents will be refused;
- determine the types of activities;
- choose a tax system.
After that, you can proceed to the preparation of documents. The sample charter of the CJSC must be adjusted to the needs of its enterprise and the agreements reached between future participants.
Registration Steps
Once all the documents have been prepared, you can contact the tax office. Before you create a company, you will have to pay the state fee, which is about 4 thousand rubles.
Together with the receipt of payment, the following documents are submitted:
- notarized charter;
- creation agreement, if any;
- protocol of the participants with the decision to create a company;
- if the office or production building, the room where the company is registered, is leased, then a letter of guarantee from the lessor will be required.
If you want to use the simplified tax system, you can immediately attach the appropriate statement.
The application, which is required to be submitted with the package, must have the signature of the applicant certified by a notary. The applicant is responsible for the accuracy of all information in the application and documents submitted for registration.