Public Joint Stock Company - a legal entity whose shares are placed through open subscription, are publicly traded on the securities market. Today, such enterprises are increasingly appearing in our country. The first peak of PAO popularity occurred in the last years of the 19th - early 20th centuries. In modern realities, such enterprises have replaced ZAO and OAO.
PJSC Features
The legislation sets forth certain requirements that must be met before registering a PAO. Both legal entities and individuals can act as founders in a PJSC, and their number is not limited to normative acts. The minimum authorized capital should not be less than 100 thousand rubles, and profit should be distributed only in proportion to the shares of all participants. The company is obliged to create reserve funds and establish a supervisory body in the form of an audit commission, a board of directors.
Information about all shareholders of PJSC is open to third parties. The company is obliged to keep a register of shareholders, which contains information about the sale and other movements of shares. It is impossible to exclude a shareholder from the company until he sells the shares. The company is obliged to submit annual public statements, conduct an audit regardless of the number of shareholders.
Step-by-step instruction
PAO registration consists of several steps. First of all, if certain individuals decided to create a public company, then initially they would have to create an ordinary joint-stock company.
Creation of AO
The whole procedure for creating a company is described in Federal Law-129. According to this regulatory act, future shareholders must:
- decide on the creation of an AO at a meeting;
- or sign a creation agreement;
- draw up a charter;
- to pay the state fee;
- conclude a lease agreement for the premises if there is no own real estate;
- fill out an application.
All documents are submitted to the tax authority for registration. If the documents are in perfect order, then the registration of JSC takes place in three days. As a result, the new legal entity will receive an extract from the Unified State Register of Legal Entities, one copy of the registered Charter.
After this, the new company must be registered with the tax office, open current accounts.
Registrar selection
PAO registration should begin with the choice of a registrar who will keep a register of shareholders, conclude a preliminary agreement with him. It is advisable that at that moment the charter already spells out the number of shares. If the authorized capital does not reach 100 thousand rubles, then it must be increased.
Board of Directors
Now it is recommended to form a Board of Directors. This is especially true if it is supposed to issue shares of small face value, from 1 ruble. The presence of the Council will allow not convening a general meeting of shareholders on each issue.
Registry Transfer
At this stage of preparation for the registration of the PAO, it is recommended that a meeting be held and an appropriate decision be made. An agreement is concluded with the chosen registrar, and the shareholder register is transferred to him. After that, you can immediately submit documents to the central bank for registration of the issue of shares.
The registrar, in turn, does not have the right to carry out any actions with the registry until the issuer submits to it the registered documents in the prescribed manner.
Primary release
The PAO registration instruction step-by-step explains all the stages and makes it clear that this is practically the penultimate action. At this stage, the company is obliged to register the initial issue of shares and generate a report on this.
If there are enough shares for public offering, then the joint-stock company may register the Prospectus. Next, a preliminary listing agreement for securities that are already in free circulation is concluded.
In cases where there are not enough shares, an additional issue of securities will have to be done. Issue can be made both through open and closed subscription, that is, to sell them to existing shareholders.
General Meeting of Shareholders
The next stage of the transformation of the joint-stock company and the registration of the PJSC is the convening of a general meeting of shareholders. At this meeting, shareholders must recognize that the existing company meets all the signs of public formation and may decide to change the legal form of the legal entity.
In addition, the minutes of the meeting should highlight the issue of approving the new edition of the charter. We should not forget that PJSC must have a collegial governing body - a board of directors, in which there must be at least five members. Therefore, if a council has not yet been formed, at this meeting it is imperative to select its members and approve the composition.
Registration of changes
Regardless of whether PAO is registered on its own or with the services of a specialized company, after a meeting of shareholders, all changes should be registered by submitting documents to the tax service. If everything is in order with the documents, then in five days all the changes will be made to the registry, and the applicant will be given a new extract from the register.
After this, the Central Bank should be notified of the changes.
Approximate terms of transformation in the PAO
Registration of joint-stock companies and other forms of legal entities takes about two weeks. This period includes the holding of a meeting of shareholders, a visit to a notary public and registration with the authorities of the Federal Tax Service.
It takes about one month to register the decision of the PJSC on the issue of securities and the report on the results. If an additional issue is carried out (making a decision on an additional issue of shares and their registration with the Central Bank), then it will take as much time.
It will also take 2 weeks to register a PAO. Naturally, these are approximate terms, the duration of the procedure largely depends on the correctness of the submitted documents, on the number of additional issues, and so on. In general, you should count on 5 or more months.
What is the Prospectus of Shares?
In order to register PAO yourself, you need to clearly understand what a prospectus is, how it is filled out and registered. The essence of such a document is to help investors make a balanced decision on the contribution of their funds to society.
General requirements for issuance prospectus:
- generalized information about the enterprise;
- accounting and financial indicators of economic activity;
- if an audit has already been conducted, then conclusions from the conclusion;
- full information about the issue (terms for the issue of shares, price, quantity and placement procedure).
The main requirement of the Central Bank is the veracity and reliability of the information provided. The actual validity of the information is confirmed by the head and chief accountant of the enterprise, affixing their signatures. In addition, it is recommended that the prospectus be signed by an independent financial advisor.
After compiling the prospectus, it should be registered with the Central Bank (territorial branch). There is a preliminary procedure for checking documents, that is, the company has the right to first submit the prospectus and supporting documents to specialists at the bank and after 30 days receive conclusions about the reliability and correctness of the document.
What you need to submit to the bank for registration:
- the prospectus itself;
- statement;
- questionnaire of the issuing company;
- title documents of the applicant;
- decision of the general meeting of shareholders on the issue and placement of shares;
- receipt of payment of state duty;
- the decision that the text of the prospectus was adopted at a meeting of shareholders.
If the documents were submitted for preliminary consideration, then a notice of their verification should be submitted. In the event that the issuer had to correct inaccuracies, it is necessary to draw up a certificate of this.
For the decision to register the prospectus, 30 days are allotted. If the bank’s specialist does not have enough submitted documents to verify the information, then he has the right to suspend consideration and request additional information from the issuer.
After consideration, the bank’s specialists must make a decision on the registration of the issue or a reasoned refusal. The grounds for refusal may be:
- false information;
- non-compliance of the submitted package of documents with applicable regulatory acts;
- the financial consultant who signed the document does not meet the requirements for such specialists.
In what cases is it not necessary to register the “Prospectus for issue”?
In some cases, documents are not required during the registration of a PAO, which will confirm their placement by subscription and execution of a prospectus:
- if the issue is conducted through closed bidding, but provided that no more than 500 persons participate in them;
- if the value of the shares sold per year does not exceed 200 million rubles;
- the issue is carried out exclusively among qualified investors, and the number of persons with a preemptive right to purchase securities does not exceed 500 people;
- if each buyer pays no more than 4 million rubles, provided that persons with pre-emptive right have no more than 500 shareholders;
- if the issue is conducted among existing (including former) shareholders;
- in the case when shares are offered to persons in the amount of less than 150 people.
Why listing agreement?
Regardless of where the registration of the PJSC is carried out: in Moscow or another region, all enterprises must, by July 1, 2020, conclude agreements with the organizers of the securities trade. AO itself from the trader is only required to obtain confirmation of the legitimacy of its actions, the listing agreement is drawn up by the representatives of the exchange themselves. It should be remembered that all PAOs that do not conclude an agreement before 2020 will be deprived of the status of publicity.