In 2014, serious improvements were introduced regarding the activities of enterprises. Very often, the media began to ask: "What is a PAO instead of an OJSC?" In this article, we will try to answer it, and also consider the related innovations.
Changes since September 2014
Since September 2014, amendments to the Civil Code of the Russian Federation were adopted. They made an innovation in the names, as well as some adjustments to the functioning of various forms of ownership. Most often in entrepreneurship, the question began to be asked: "What is a PJSC instead of an OJSC?"
With the introduction of these changes, the abolition of OJSC and CJSC is connected, namely, a change in their names, that is, the concept of closed and open joint-stock companies is canceled.
Instead, societies will now be public and non-public. In fact, these will be the same associations of shareholders, but some points in their work will still change.So, according to the Civil Code of the Russian Federation, the following organizations will operate on the territory of the Russian Federation:
• Public.
• Non-public.
Non-public companies, in turn, will be divided into:
• Joint-stock companies (abbreviated name AT).
• Limited liability companies (abbreviated name of LLC).
That is, the essence of enterprises will remain the same, but the name will need to be changed.
The essence of change
We will try to answer the question: "What is a PAO instead of a public company?"
After the renaming, the activities of joint-stock companies should become more open. In fact, it turns out that public companies will have to justify their name.Previously, for the normal functioning of a company or a company, it was enough to place its shares and bonds at the exchange trading and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be kept by a special registrar.
Moreover, all meetings held by the enterprise should become more public. And also established a mandatory notarization of all decisions taken on them. Certification of documents by the registrar is also allowed.
Significant changes are also noticeable in the need for an annual audit. Previously, it was established only for OJSCs, now all joint stock companies are subject to mandatory annual audits without exception.
What is OJSC?
OJSC, or as they used to say Open Joint Stock Company, - an enterprise whose fixed capital was formed through the issuance of relevant shares and bonds. Until January 1, 1995, such enterprises were called "open joint stock company."At the legislative level, the publicity of such a society was already determined, that is, all information about it should have been available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. An example is Sberbank OJSC (now Sberbank PJSC).
To manage this company, a director or even several directors were hired, who, in turn, formed a board of directors.
OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited in the territory of the Russian Federation.
Why PJSC instead of OJSC?
PAO (transcript sounds like a public joint stock company) is a company whose shares should be publicly placed on the securities market.
In turn, this change (renaming the company into a PJSC) imposed a number of obligations on the companies.Public Joint Stock Company in the Unified State Register of Legal Entities should contain information that it is public.
From now on, open joint-stock companies have the right to exist, but they must amend their charter, provide the minutes of the meeting of shareholders, as well as statements in the approved form to the registration authority.
After making such changes, the activities of the former public companies will be slightly adjusted, as it will become public.
Corresponding changes have already been made to their statutory documents by such enterprises as PJSC Sberbank, PJSC Gazprom, PJSC VTB. The clients of these organizations do not have significant reasons for concern, because in fact, they remained the same enterprises with the same activity, only they changed their name, according to the norms of the current Civil Code of the Russian Federation.
Differences between PAO and OJSC
The main differences between PAO and OJSC are defined as follows:
1. Shareholders can be both ordinary citizens and enterprises of any form of ownership.
2. The number of shareholders is not limited.
3. Shares may be transferred to third parties without the consent of other shareholders. The right of preemptive purchase is not allowed.
4. Reporting must be published.
5. Decisions made in the PJSC must be certified by notaries or registrars.
6. Annual audit. This rule is established for all joint stock companies without exception.The main difference between JSC and PAO is their name. The existing OJSC needs to go through the re-registration procedure, although a clear time frame has not been established in this regard.
If, for one reason or another, the enterprises do not make the corresponding changes to their charter, the provisions of the current Civil Code of the Russian Federation that regulate the activities of the PJSC (decryption - public joint-stock company) will apply to them from 01.09.2014.
How to make changes?
In order to pass state registration, in accordance with the amendments, it is necessary to submit to the tax authority:
1. Application in the form P 13001.
2. Minutes of the general meeting shareholders.
3. The new edition of the charter in the amount of two pieces.
However, there is no need to pay state fees. After the documents are submitted to the registration authority, after 5 working days he makes a decision in registration or sends a reasoned refusal. Such documents can be submitted by both the head of the enterprise and a person by proxy.
After the relevant changes are registered, the renamed OJSC in PJSC will need to perform the following operations:
1. Change the appropriate name in all seals and stamps of the enterprise.
2. Report the change to all banking institutions and reissue accounts.
3. Notify all of its counterparties about the changes.
4. Change your name in all publicly available sources.
Additional innovations
In addition, additions and changes have been made since September 1, 2014:
1. An enterprise may have two or more directors. They can work both jointly and separately, but at the same time, the powers of each of them must be prescribed in the charter of society. But the chief accountant is still left alone.
2. The innovation concerned the contribution to the authorized capital. An independent appraiser is now required. For joint stock companies this is a must.
Answering the question: “What is a PAO instead of an OJSC?”, We can say that this is practically the same enterprise, only renamed. OJSC is an open joint-stock company, and PJSC is a public joint-stock company. The main activities carried out by the OJSC remained the same, however, in some areas significant changes were made that are binding.