On September 1, 2014, some amendments to the Civil Code of the Russian Federation entered into force. There was a division of joint-stock companies into two types, according to the principle of possession of certain characteristics by organizations. The first type is public joint stock companies. Such organizations are more open. The second type is non-public joint-stock companies, they are more closed, but the management system in them is less strict. Instead of the usual abbreviations, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint-stock companies in this article.
Public Joint Stock Company
This is the name of those enterprises whose shares are publicly traded in accordance with the legislative acts on securities. This may be access to exchanges, emission for the purpose of generating income, etc. Also, the publicity of a joint-stock company is determined by the fact that the charter documents state that the organization is open in one form or another. The control of such firms is more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares of these organizations. For example, a supervisory board of five people must be present as a regulatory body. It should also be noted that all united joint-stock companies (OJSC), based on new legislation, become public. Moreover, new legislative changes provide for the openness and transparency of data related to holders of securities issued by PJSC. They also have a number of additional nuances and innovations, for example, a company will be considered public, provided that the number of its participants exceeds five hundred. For more information, see the first paragraph. Article 66.3 Civil Code of the Russian Federation.
Non-public joint-stock company
This is an enterprise whose members are strictly defined, information about these persons is recorded at the time of creation of the organization. The innovation allows you to correct and amend the charter of the organization, form the governing bodies, influence the board of directors and the meeting of shareholders on various issues by voting. All CJSCs, as well as some LLCs will now be called non-public.
It is important to note the lower obligations with respect to owners of securities carried by a non-public joint-stock company. Responsibility to investors is less than in the case of open organizations. This is due to the fact that a non-public joint-stock company has a limited number of owners of securities, strictly limited by the statutory documents. In simpler terms, participants are initially warned of all the risks and possible losses. Often shares in such companies are not issued at all, and such enterprises are partly the result of privatization or the result of a peculiar management model with shared participation for delegation of responsibility.
Changes to terminology in accordance with the law
As mentioned above, all enterprises called OJSC are now called public joint-stock companies. The changes apply to other legal forms. CJSC is a non-public joint-stock company. The latter will include some LLCs, but subject to the availability of the necessary features.
In addition, all firms created before updating legislation should not undergo any re-registration procedures. This rule is valid only if it is not required to make any adjustments to the registration data. For example, moving companies to another office or changing the type of activity may become the basis for a change in the legal form. It should be noted that you may have to change the charter in accordance with the new legislation, if necessary. As for the new abbreviations in the names, the non-public joint-stock company in abbreviated form - NAO, public - PJSC.
Information on holders of securities
In the case of both a public and a non-public company, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of getting a fine and bringing additional checks to your company. This rule appeared in October 2013. The choice of a registrar company that will keep a register of shareholders is a very responsible decision. Before its adoption, you should make sure that the company to which you entrust this task is fairly conscientious, has good experience in this field and has been working for a long time. Otherwise, there is a risk of various problems and additional litigation. It is also recommended to look at clients of similar companies. The more serious these firms are, the better for you. The decisions of all meetings should be included in the register by the company, which assumes the responsibility of its conduct.
Nominal capital
This means the enterprise formed by issuing securities. They are also called authorized or share capital due to the fact that their size is specified in the charter of the organization. This is the amount invested by the participants to ensure the charter activities of the company. The sizes of these funds are fixed in constituent documents organizations in accordance with applicable laws. Based on the Civil Code, equity is the smallest amount of funds guaranteeing solvency to creditors. The law provides for the possibility of increasing nominal capital. This is possible if at least two-thirds of the participants vote in favor of such a decision and subject to the laws provided for specific cases. As funds, equity can be contributed to property both in the form of cash and their equivalents in kind, for example, in the form of property. In the case of depositing funds in another form or in the form of ownership, they are evaluated using an independent examination.
The charter document of NAO
When creating a non-public joint-stock company, it is necessary to have various papers and completed forms with you. The charter of a non-public joint stock company is a key document. It contains all the information about the organization, it tells about its property, participants and their rights, the activities of the enterprise being formed, etc. In case of problems and disputes, the Charter will be a supporting document in legal proceedings. Therefore, it should be written in such a way that it does not have loopholes and flaws that can be applied in court against the organization. When drafting the Charter, it is recommended that you study in detail all legislative acts that are somehow related to the organization’s activities, or contact lawyers who are experienced in this field or specialize in the development of such documents.
PJSC charter document
The charter in such enterprises is in many respects similar to a similar document of a non-public joint-stock company. The exception is that it must state that the organization is open. For example, the procedure for issuing shares, their circulation, access to exchanges is indicated, a dividend payment policy is prescribed.It may also prescribe the procedure for circulation and issue of other securities, but it must be possible to convert such bills into stocks. In general, the Charter of a public joint-stock company should be developed even more responsibly than in the case of the NAO. This is due to the high potential responsibility and obligations to shareholders, which, in fact, can be all comers. So, the risk of claims from various individuals and legal entities and government representatives in the case of PJSC is much higher. The development of documentation requires a responsible approach and the work of specialists.
NAO authorized capital
At formation of authorized capital the supporting legal acts will be the Civil Code of the Russian Federation and Federal Law 208 “On Joint-Stock Companies”.
According to the Civil Code of the Russian Federation, these include organizations in which the nominal capital is divided into any number of securities. Members of the company cannot suffer losses or liabilities in excess of the value of the securities they own.
In this case, when the authorized capital of a non-public joint stock company is considered, securities cannot be placed openly. The share of bills owned by the holder may be limited by statutory documents. The number of votes that can be given to one securities holder may also be indicated. In this case, the minimum authorized capital of the joint-stock company must be equal to at least one hundred minimum wages (minimum wages).
The authorized capital of a public joint stock company
In the situation with PAO, the rules similar to the previous case apply. The key acts will be the latest revisions of the Civil Code of the Russian Federation and Federal Law 208 “On Joint-Stock Companies”.
The authorized capital of a public company consists of shares acquired by the owners at historical cost at the time of issue. nominal cost securities should be the same. In the same way as the rights of shareholders, which should be equal. The size of the authorized capital may either increase or decrease in accordance with the current market situation. This is due to the issue of additional securities or due to the repurchase of own shares from large investors. The authorized capital must include at least 1000 minimum wages.
PAO participants
In this case, the participants will be all shareholders of the company. Any citizen of the Russian Federation who has reached 18 years of age can become a PAO participant. Shareholders do not bear legal and material responsibility for the actions of the company, but only have some rights. For example, they can take part in the general meeting and vote. The only possible losses of securities owners are related to the value of shares or dividends.
NAO participants
The order of membership in organizations of this type is different from PAO. Only participants in a non-public joint-stock company will be founders. This is due to the regulatory features of such firms. The founders will also be shareholders, and their bonds are not distributed outside the organization. Participants can not be more than fifty people, otherwise the NAO must be reorganized into a public joint-stock company.
Reorganization from one form to another
Legislation provides for the possibility of changing one legal form to another. On the example of the transformation of NAO into a PAO, the following obligations arising to the organization can be distinguished:
- Increase of authorized capital to the required minimum (1000 minimum wage).
- Development of documents confirming a change in the rights of shareholders.
- Issue of shares.
- Complete inventory.
- Attraction of an auditor.
- Development of a new charter and related documentation.
- Re-registration in the register.
- Transfer of property to a new legal entity.
Registration: public and non-public joint-stock companies
The first step is to choose the legal form, public joint stock company or another type, in accordance with the needs of the organization being created. Next, you need to prepare all the necessary documents: an agreement between the founders, if there are more than one person, then documents on the types and types of shares, their value and quantity. After the charter is developed, which includes:
- The name of the organization in full and in the form of abbreviations, in the case of a public company, this should be reflected in the name.
- Legal address.
- The number and price of shares at par.
- Types of shares issued.
- The rights of shareholders holding a particular category of shares.
- The cost of share capital.
- The procedure for holding various meetings, voting and decision-making.
- The powers and decision-making algorithm of governing bodies are in accordance with applicable law.
Now you need to register the company with the local tax authority, in which one it depends on the city and region in which registration is made. It is necessary to fill out and provide all the required documents, certify them with a notary and pay a fee. Registration will be made within 5 business days. Next, you will have exactly 30 days for the issue and registration of shares, and it will also be necessary to choose a company that holds the register of shareholders.
It should be noted that the process of registration and creation of joint stock companies is a very responsible decision. Problems with documentation and various forms can arise even when registering an IP, so you should not save on creating a future organization, if you encounter any difficulties, it is recommended that you contact competent specialists in the tax, legal and financial fields. The right legal form is the first step on the path to a successful business, and this choice should be made as thoughtfully as possible.
