This article will consider who can be the founder of a joint-stock company, who he can be, what documents are needed for submitting to the founders. Consider the pros and cons of this feature, prestige and much more. Let's start with the most important thing - an explanation of the term. Who can be the founder of a joint stock company in Russia?
What it is?
A joint-stock company is a business company whose capital is divided into shares purchased by depositors, participants of the company. They invest their money in exchange for business, that is, securities, and they bring them income. Members can sell these securities for big money to other people. That’s the whole point.
A joint-stock company, expressed as a legal entity, is an organization of stock market participants, which is characterized by three characteristics:
- The authorized capital should be formed from contributions of shareholders of the company shareholders.
- The property liability of participants is limited by the size of their contributions to shares.
- Capital is divided by the number of cases issued in exchange for deposits held by its participants, and not the society itself.
Stock issue as a special ability
Who can be the founder of a joint stock company? Answer: only legal entity or citizen.
A joint-stock company sometimes functions as a legal entity that issues shares, and with the funds received from them fully begin to form its own capital. And, unlike others, AO cannot exist without issuing its business papers. Because it is possible and necessary to become a participant only through the exchange of your contribution to the paper itself. Along with this, all the funds that were received from the issue of these same shares go and are accounted for as capital. It does not send other funds other than the proceeds of capital from securities.
In this case, excess of earnings from the sale can also take place, as well as a minimum or even lower indicator. This is normal for joint stock companies. In case of loss, you have to reduce the size of shares and capital, make the lower limit established by the law of the Russian Federation.
A legal entity, if it issues business securities in the Russian Federation, becomes a joint-stock company. Such a right under the law can have only one type of commercial organization, and therefore any other companies cannot release them without breaking the law. This right belongs only to AO.
Who can be the founder of a joint stock company in Belarus? Those who are in the Russian Federation. Without the crime of law, securities can be issued by those who are registered in the state as AO.
Shareholder Society
Any organization in fact is an association of participants, team members who themselves exist without it. This is a single whole with participants, in which both the education itself and its co-investors exist separately from each other.
A joint-stock company is an organized company of market participants whose membership is determined by the presence of shares issued by this formation.
In such forms, it exists:
- As an independent commercial organization, where the participant is a separate member of the stock market.
- As a set of issued shares that belong to shareholders (i.e. owners)
It also exists in various, but completely inseparable forms, such as:
- First form: organizations.
- Second form: securities.
These two forms simultaneously characterize society, that is, it acts both as an organization and as a form of stock.
Can founders of a joint-stock company be individuals? Yes they can.
Another joint-stock company is a set of persons joining a group with the aim of issuing shares. An organization has its advantages and disadvantages. Next, we consider the differences in the structure of AO and partnership.
The main characteristic differences:
- Partnerships in the economy usually combine capital.
- A company of shareholders is a combination of all capital.
- In partnerships, people are responsible for solidarity and are always responsible for the obligations of their partnership. This has never been and never will be in joint-stock companies.
Who can be the founder of a joint stock company? Such a question can be asked by people who want or have long wanted to become shareholders.
Differences of a company of shareholders from a simple company
The differences are:
- Contribution can be exchanged per share. And she, in turn, can be resold in the stock market.
- The law sets the minimum capital of a joint-stock company. They are at the same time upper bounds for a simple society.
- The right to enter and exit a company is different.
- The rights of shareholders of the companies are the same. For participants in a simple society, exact rights have not been established.
- The company of people involved in the stock market reselling securities has a more complex management structure regulated by Russian law.
Who can be the founder of a joint stock company? The question is very popular among ordinary workers and among the founders of an ordinary simple society. Indeed, in a simple society, great demands are not made on the institution.
Differences of the company of shareholders from the cooperative
Here are the main ones:
- A capital association is a company based on shareholders, and a cooperative is a society of capital and persons who are required to work in it.
- Workers in a production cooperative are liable for certain obligations. Members of the joint-stock company should be responsible for their contributions, that is, at cost.
- A member of a cooperative can be expelled / dismissed from it because of a violation or non-fulfillment of his duties, and in the company of shareholders for this he has no right to dismiss or deprive shares, under any circumstances.
Who can be the founder of a joint stock company (JSC)? Answer: any citizen of the Russian Federation or legal entity. Next, let's talk about the positive aspects of this formation.
pros
Benefits:
- Unlimited action. The joint-stock form allows founders to unite any number of investors and their capital, even small ones. And this, in turn, makes it possible to raise a lot of funds, expand production and have advantages.
- Shareholder's choice of the size of his risk. By purchasing a security, the buyer chooses his own risk. Limited risk is when shareholders are not liable for the circumstances. In the event of bankruptcy, the AO company only loses the capital that it invested in the share.
- The stability of the association. If you have left society, then it does not cease to exist.
- Professionalism of management, which is determined by the fact that capital is separated. In a company of shareholders, not everyone can manage their capital, and therefore professional managers do it for them.
- The ability to freely return your invested capital or shares, in whole or in part.
- Availability of income forms. For example: receive earnings only from sold shares, sale of securities, etc.
- The cheapness of the capital that is given on credit Because of its size, openness and reputation, a joint-stock company may have capital mobilization through the “issue” of business papers.
- Prestige, the status of a group is determined by the fact that the economic role and social significance of society at a high level.
Who can be the founder of a joint stock company in the Russian Federation? Answering this question, only 2 answers can be given: a legal entity and a citizen of the Russian Federation.They can apply for this, become founders and manage shareholders.
disadvantages
Minuses:
- Openness of society. This makes it more vulnerable to competitors. Regular reporting and publicity.
- Professional management sometimes turn into conflicts.
- Possible loss of control and supervision of the company due to the free sale of shares. Characteristic for new and newly created companies.
Who can be the founder of a joint-stock company, only legal entities? No, all citizens of the Russian Federation have this right.
Shares by the law of the Russian Federation
By law, commercial organizations are not allowed to issue their securities with shares, but AOs can. But commercial organizations still have the right, under certain conditions, to issue securities, usually debt securities.
The issuance of other securities that would be representatives of deposits is not allowed in Russia.
Theoretically, this is possible, but according to other conditions of the issue, other characteristics, etc. Moreover, securities should always represent:
- Part of the authorized capital of a commercial organization.
- Part of the capital, similar to the authorized capital.
Only in the above cases, securities similar to these shares will be truly valuable.
Who can be the founder of a joint stock company? Foreigners can? Answer: yes, they can. If they have Russian citizenship.
Establishment of a joint stock company
Who can be the founder of a joint-stock public company in the Russian Federation? Basically, these are only legal entities.
The ways of creating joint-stock companies are as follows: either reorganization, or its establishment by someone.
Founders are participants whose legal status is equal and does not change when creating a company.
Reorganization is the creation of a group of shareholders as a legal entity, accompanied by a change in the legal status of all participants creating it.
Any market participants, even existing joint stock magnates, can establish a company.
Many people ask the question: who can be the founder of MIT? Answer: an accomplished businessman with his own business plan and the necessary amount of money. With few financial resources in your pocket, it will be difficult for you to hire workers and make a good joint-stock company.
Ways to establish societies
There are several of them:
- Founders buy all shares of the company shareholders.
- Founders buy business papers on equal terms with others.
Who can be the founder
Who can be the founder of MIT? Let's see who such a founder is in general.
The law does not give a clear definition of who it is. Therefore, we present the types of these founders.
This can be both citizens and a legal entity that has decided to become a founder.
State bodies and any other self-government bodies cannot act in this role, unless this is established by individual laws.
The number of founders
Who can be the founder of a joint stock company? Foreign citizens, legal entities and individuals.
The number of founders can be unlimited, but usually in a closed society there are about forty, but not more than fifty.
The founder of a joint stock company may be one person. Yes, both an individual and a legal entity. Only economic companies, consisting of one person, according to the current legislation, cannot act as the sole founders. Even if the society is closed.
Rights and obligations
Who can be the founder of a joint-stock company of foreign citizens? Those who have citizenship of the Russian Federation.
The rights of the founders are characterized by the nature of the relationship. Forming capital, the founder exchanges his assets. His natural desire to receive a certain monetary reward for the work to create a company should not contradict the interests of other shareholders individually and society as a whole.
Institutional Stages
First: business case. Initially, it is necessary to think over all stages of the business, the direction of future activities, the amount of invested capital.
The following questions should be asked:
- Is an AO the form of business organization that is considered the most preferable for the founder?
- Can capital be obtained from other sources and at low rates?
- How much starting capital is needed?
A business plan should also be developed. A good business plan should be attractive to future investors.
The second stage: the organization of the company of shareholders. After thinking over a business plan, you need to implement it. To do this, the following is undertaken:
- A founding agreement is concluded. There, the founder accepts obligations, subscribes to them. However, this agreement is not a constituent document, but is a kind of simple partnership agreement.
- Holding a meeting of founders.
- Formation of the authorized capital.
Third stage: state registration of an already formed society.
Any joint-stock company is considered as such after registration in state bodies.
Liquidation of a company of shareholders
A joint-stock company may terminate its business by transforming into another legal entity by the founder, or by way of its own liquidation.
The company may be liquidated by force or voluntarily. Voluntary liquidation - by decision of the general meeting of all shareholders. Forced - liquidation by court order.
The liquidation procedure includes the following steps:
- Meeting of shareholders: approval.
- Notification of the decision to all shareholders within three days.
- By agreement with the state registration authority, a liquidation commission is appointed.
- Satisfaction of all requirements of the creditors of the company.
- Distribution of remaining assets among all shareholders.
Claims of creditors are satisfied in order of priority. For this, four priority groups are provided:
- The requirements of citizens.
- Requirements related to labor relations.
- Creditors requirements.
- Requirements for Mandatory Payments.
After completing all settlements with all, the liquidation commission will draw up the final balance sheet of the joint-stock company.
What is the sequence of distribution of shares of the liquidated joint-stock company?
Everything happens in this order:
- Shareholders entitled to demand this repurchase.
- Privilege holders.
- Common stock holders.
The property of each queue is distributed after the complete distribution of the previous one. If the property is not enough, then when drawing up a plan for the issue of funds, it should be borne in mind that finances are sorted proportionally for each order.
Forced liquidation is carried out if:
- The activities of shareholders without the permission of the state, without a license.
- Activities prohibited by law are performed by a completely legal joint-stock company.
- Legal activities are carried out with violations of other laws.
- The court invalidates the registration of a legal entity of a joint stock company.
- Recognition by the court of the bankruptcy of the company.
What documents should be prepared for liquidation?
List:
- A statement signed by a legal entity.
- Liquidation balance sheet.
- Tax payment document.
In case of forced liquidation:
- Court ruling.
- State tax payment document (original check).
Registration of liquidation of a company
Registration of liquidation is carried out by the commission, which is obliged to notify the relevant body about this two months before the commission itself. The liquidation is considered completed after the state registration authority makes an entry in the state register of legal entities.
Conclusion
Who can be the founder of a joint stock company? Any citizen of the Russian Federation from eighteen years of age. However, there are many conditions that must be observed.It is also important to know what a joint-stock company is, what are the obligations and rights of its founder, how to register a joint-stock company and what to do if it is liquidated.