Joint stock company is a fairly common type of commercial organization. The activities of such authorities are regulated by Federal Law 208-FZ, the provisions of which will be discussed in detail in this article.
Scope of the law
What is a joint stock company in accordance with Law 208-FZ? In the second article of the regulatory act, a definition is given, according to which, such a company is called a commercial organization, whose authorized capital is divided into several parts in the form of special shares. These shares are in the hands of members of society.
The Federal Law "On Joint-Stock Companies" was created to regulate the processes of formation, reorganization, liquidation and registration of the authorities in question. The provisions of the law establish norms on the powers, functions, duties and rights of shareholders making up the organization. It also establishes the legal status of the joint-stock company, secures the freedoms, rights and interests of its members. The provisions of the law apply to all joint stock companies located on the territory of the Russian Federation.
General provisions of the law
The concept and legal status of a joint stock company are enshrined in article 2 of the presented regulatory act. According to the law, such a company is a legal entity and has a number of civil rights and obligations. Members of the company should not be liable for the obligations of the organization. However, all of them bear the risk of losses, which may be associated with their professional activities. The limits of this risk cannot be greater than the value of shares acquired by shareholders.
All shareholders are required to bear general responsibility for incompletely paid shares. Moreover, members of the company have the opportunity to take back their shares without the consent of other members of the organization.
According to the law, any creation of a joint-stock company is not possible without obtaining special permission and a certificate of registration from higher state bodies. Any instance of the stock type must have its own seal, letterhead, logo and stamps.
Provision of information
According to article 4 of the Federal Law under consideration, any joint-stock company must have a company name in Russian - in full or abbreviated form. The name of the organization should briefly describe the type of its professional activity. In addition to the name, the company must provide full information about its location. Moreover, the data specified during state registration should not contradict the real location of the organization.
Section 3 of the law refers to the responsibility of society. So, an organization of joint-stock type must be responsible for all the functions and obligations assigned to it. Moreover, society itself is not liable for the obligations of its members.
The shareholders themselves may also be held liable. So, members of the organization must pay subsidies in cases where the company is declared insolvent due to improper actions of its shareholders. State bodies are not liable for the obligations of the company.
Types of society
Articles 5-7 of the normative act under consideration provide basic examples of joint-stock companies. According to article 7, the organizations in question may be of a public and non-public nature. This is reflected in the charter and name of society.A public company (PJSC) conducts all operations through open subscription. Non-public organizations (CJSC) distribute the number of shares only to an unlimited circle of persons. The most striking example of a PAO is the Rosseti company, which provides electricity distribution services throughout the country. This is a fairly well-known and large organization, and therefore its shares are open and accessible for all citizens. An example of a closed joint-stock company is a retail chain, a trading company Tander, which provides products to Russian stores of the same well-known brand.
Article 6 provides another classification. Here we are talking about examples of joint stock companies of a dependent and subsidiary type. A subsidiary organization is if there is another company that determines the decisions of the first organization, that is, a subsidiary. A similar system operates with affiliates. Here, the predominant society has more than 20% of the dependent. A striking example of a subsidiary is a federal passenger company, which is dependent on the Russian Railways joint-stock company. There are quite a lot of dependent societies in the country. As a rule, these are regional branches of gas or oil companies.
On the establishment of a joint stock company
What does the Federal Law "On Joint-Stock Companies" say on the procedure for the formation of joint-stock type organizations? According to article 8, a company can be created both “from scratch” and by reorganizing an existing legal entity. Reorganization may be in the nature of separation, transformation, merger, as well as separation. An organization can be considered final formed only after the conclusion of state registration of a joint stock company.
Article 9 of the normative act in question refers to the establishment of a company. It is easy to guess that the institution is possible only with the active participation of the founder. The decision to form a company is made at a special constituent assembly by voting or by one person individually (if there is only one founder).
About reorganization
Article 15 of the normative act in question refers to the procedure for conducting reorganization processes. Reorganization is always carried out on a voluntary basis, in strict accordance with the provisions of the Federal Law. The main feature of the presented process is the presence of the natural monopoly status of the reorganized entity, more than 25% of the shares of which are fixed in the ownership of the federation.
As you might guess, the financing of the presented process is carried out at the expense of the reorganized property. As in the case of the creation of a company, the reorganization process is recognized only after the corresponding state registration.
About the public charter
An important place in the legal status of a joint-stock company is occupied by the charter. According to article 11 of the normative act under consideration, it is adopted at the constituent assembly under the constituent document. The requirements of the charter are formed by members of the organization, after which they become generally binding on all shareholders.
What should the charter contain? The law indicates the following provisions:
- location of the organization;
- company name;
- cost, categories and types of preferred shares, as well as their number;
- amount of authorized social capital;
- rights of members of the organization;
- the procedure for the formation and implementation of general meetings of shareholders, the date and place of meetings;
- structure of management bodies of the company, decision-making procedure;
- other provisions in accordance with the Federal Law under consideration and the Civil Code.
Thus, the organizational charter should contain features of the legal status of the joint-stock company.
About authorized capital
Article 25 of the normative act under consideration sets forth the norms relating to the authorized capital and shares.According to the law, an organization has the right to place ordinary shares and several preferred ones. Moreover, all of them are uncertificated. The nominal value of ordinary shares must be the same. As soon as a society is formed, all shares should be transferred to the ownership of its members. There are also fractional shares, a certain amount of which may be one specific share. They are in circulation on a par with ordinary ones.
In accordance with the regulatory enactment, the value of preferred shares should not exceed 25% of the authorized social capital. Public companies may not place them if the value of such shares is lower than ordinary ones.
The authorized capital consists of the total value of all shares of the organization that were acquired by members of the company.
About shareholders
The legal status of joint-stock companies is for the most part the legal status of their members. What is known about the shareholders themselves and what does the law say about them? Shareholders are individuals or organizations that own a certain share of the authorized capital of a joint-stock company. The latter should provide, form and store a register of shareholders, which is filled immediately after registration of the organization. The rights to the shares of a shareholder are confirmed by issuing a special statement, which is not a security.
According to article 47, the supreme body in the system of a joint-stock company is a meeting of shareholders. It should be convened annually. What questions does such a meeting raise? The law states the problems of ownership of a joint stock company, election of the board of directors, audit and audit commissions, etc. The competence of the meeting also includes the reorganization and liquidation of the company, amending the charter, increasing or decreasing the authorized capital, etc.
Board of Directors
The board of directors is also called the supervisory board. This authority is engaged in the management of the activities of the entire organization, its members and the assets of the joint-stock company.
Sometimes the board of directors is also a meeting of shareholders. In most cases, the supervisory commission is elected every year in the course of voting at a joint stock meeting. It all depends on what kind of provisions are spelled out in the charter of the organization.
The competence of the board of directors includes determining and implementing priority areas, convening meetings, approving agendas, placing additional shares, and more.
Joint stock company control
For internal control over the professional activities of the organization, audit and audit commissions are created. Auditors check the financial statements, that is, they work with the accounting staff. As a result, they give a special assessment. Auditors control the economic activities of the organization. Each of them is included in the corresponding commission, which is elected annually at a meeting of shareholders.
Both the audit and the audit committee should act only in strict accordance with the legislation of the Russian Federation.
On the liquidation of a joint stock company
The liquidation process of a stock type organization must have a strictly voluntary basis. According to article 21, the final liquidation is possible only by a court decision.
What does the liquidation process entail? The company completely ceases to fulfill its powers without the right to transfer duties to other persons in succession. Voluntary liquidation processes begin with the convocation of the board of directors of a joint stock company. On the agenda is the question of the removal of the company and the appointment of a liquidation commission. As soon as the liquidation commission is fully formed, all functions of the organization will be transferred to it. The duties of the commission include timely speaking at court hearings.
Article 22 of the Federal Law "On the Legal Status of Joint-Stock Companies" refers to the procedure for the liquidation of organizations under consideration. If the company does not have obligations to third parties, then all of its property is distributed among the shareholders. The remaining payments to creditors are made, the liquidation balance is calculated. And society is closing.