Joint Stock Company Participants: List, Responsibility and Features

The participants of the joint-stock company are the shareholders, holders of shares who received them at the time of formation of the company, by inheritance, by a court decision or bought on the securities market. Owners of shares are given a certain amount of rights. Knowledge of compiling a list of participants and regulating their rights is necessary for the competent management of a public company or a closed joint-stock company.

List of AO Participants

To compile a list of participants in a company (OJSC or a closed joint-stock company) requires Federal Law 51, Part 1 "On filing applications," in accordance with which the list must be drawn up 10 days after the decision to hold a general meeting.

All participants in the general meeting of shareholders have the right to request a list for informational purposes if they possess at least 1% of the shares.

The list of participants consists of the following items:

1. Name of shareholder, name for legal entity persons.
2. Personal (passport) data of an individual: date of birth, series and number, when and by whom the document was issued.
3. Personal data persons (KPP, TIN, PSRN).
4. Mailing address for sending notifications - published with the consent of the participant.
5. Telephone number.
6. Number of shares.
7. Percentage of total capital.

Number of CJSC Participants

The number of participants in a closed joint-stock company is determined by law, in accordance with Art. 7 of the Federal Law on JSCs, there can be no more than 50. If there are more participants, then the excess is liquidated or the company is transformed into JSC. Moreover, the minimum size of the authorized budget is not lower than 100 minimum wages.

The preemptive right to purchase shares is enjoyed by other members of the company. Sale to third parties is possible only in case of member refusal. Additional reporting and state control is not provided.

Number of participants in OJSC

The number of participants in an open society is not limited, but the capital is at least 1000 minimum wages.

Members have the right to sell shares to both other shareholders and third parties. But because of the free sale of shares, OAO is obliged to publish annual activity reports: balance sheet, annual report, loss account and profit.

Company Management Bodies

A large or small joint-stock company cannot function without a leading circle of persons. Such a circle is the auditor elected by the general meeting and the audit commission. Their powers are defined in the Law on Business Companies, Articles 59 and 86, respectively.

In addition, in a company with more than 100 shareholders, an additional counting committee is elected by the number of participants of at least three people. The commission may not include members of the board of directors. Its functions:

1. Validation of the conduct of the OCA.
2. Clarification of questions about the rights of shareholders to participate in the meeting, voting.
3. Fixing the rights of shareholders in accordance with the charter of a company
4. To document the voting, count the votes, keep the results and ballots with the elections.

Participants in a joint-stock company with at least 1% of the shares are entitled to be elected to the governing bodies.

Unity of governance

In the event that only one member of the board remains, the company, in accordance with Article 104 of the Civil Code of the Russian Federation, is transformed into a unitary enterprise. To approve the wholly-owned right to resolve issues of the CCA of the sole shareholder of the joint-stock company, in state. a notarized copy of the charter document is sent to the authorities and partners, which lists the rights of the shareholder with 100% of the shares.

The law obliges to notify in the charter that the shares belong to one person. LLC are exempted from this obligation.In addition, the joint-stock company cannot have in the form of a sole holder another business company with one member of the board.

If the number of participants in the joint-stock company increases, then the partners and the state are also notified. These rules are described in paragraph 6 of Art. 98 of the Civil Code of the Russian Federation and Section 2, Art. 10 Federal Law.

Shareholder Rights

The participants of joint-stock companies have a number of rights fixed in the law, they are divided into three groups:

1. Rights established in the Law on the Securities Market: to receive part of the profit in the form of dividends, to participate in management and to part of property in the liquidation of the company.
2. Rights established in the Law on Joint Stock Companies and the Law on the Privatization of State and municipal enterprises: on the acquisition and disposal of shares, on compensation for losses through the fault of the company.
3. Rights fixed in the articles of association of the company.

Rights are allocated separately from the charter of a company, because they can be fixed in law as optional. The charter of the company more specifically specifies the capabilities of the shareholders of this circle.

There are also a number of rights that arise in certain situations, for example:

• upon their purchase of a new block of shares;
• upon acquisition or issue by the company of a new block of shares;
• upon acceptance by the company of a major transaction, reorganization of the structure of the company, amendments to the charter.

Participant Responsibility Level

The society itself, more precisely, the circle of participants in the OSA, is not responsible for the actions of each of the participants and other employees. However, if due to the action or inaction of the shareholders the company went bankrupt, then the culprits are obliged to pay losses.

The liability of participants in a joint-stock company is limited solely to these two cases. With any other option, the stock remains intact.

In accordance with Art. 2 of the Law on Joint-Stock Companies, participants who have not fully paid the cost of shares are jointly and severally liable.

Also, in case of shortage of the immovable or movable property of the company during ruin, the shareholders are subject to subsidiary liability in accordance with Art. 3 of the Law on AO.

Features of the company

The participants of the joint-stock company strive to increase the capital of the OJSC or CJSC. Despite their activities, the ordinary shareholder (holder of a smaller part of the shares) is not entitled to large-scale activities in relation to the capital of the company without the consent of the holder of the majority of the shares (more than 35%) or a controlling stake.

Any joint-stock company, whether it is closed or open, must own property, the volumes of which are fixed by the charter or law at the beginning of activity. The first property consists of the capital of each participant. It is primary deposits in law that are referred to as charter deposits, or charter capital.

In relation to society, a participant has only rights. His only obligation, not fixed by law, is to replenish the company's fund with deposits.

Each shareholder can participate in the management if he has a sufficient number of shares. Holders of preferred shares enjoy other rights.

Preference shares

Participants in the joint-stock company with preferred shares have separate rights on the one hand, but on the other, some rights are restricted. In particular, on a management initiative.

According to the law, the price value of shares for such type of shares cannot rise above 25% of the fixed capital.

Unlike an ordinary share, the preferred dividend is fixed, not fluctuating. In some cases, holders of shares of this type have the right to the floor regarding the merger of the company with another organization, the incorporation or opening of a subsidiary, etc. Each of the rights is stipulated in the charter.

Legislative changes

Starting September 1, 2014, OAO and ZAO were renamed into public and non-public joint-stock companies.Participants in a public joint-stock company have the right to apply to the Central Bank for exemption from disclosing full information about activities. In addition, the PJSC may not enter information about the sole participant, as required by the OJSC. It is enough to enter data into the register.

It was obligatory for the OJSC to create a collegial body when the number of shareholders is more than 50. PJSCs are required to convene a meeting when there are more than 5 participants. The legally permitted number of participants in joint-stock companies has remained unchanged.

For the most part, the changes did not affect the organization of the society and the allowed number of participants. Transformations relate to the documentary part of the organization and do not limit the rights of shareholders and employees.

Thus, shareholders hold more rights than obligations. Even without participating in the life of the company, the shareholder receives a dividend every month, has the right to sell, donate or inherit his share of the shares. Strict sales regulations apply only to CJSC participants, where financial actions are possible only between participants and in rare cases with third parties.

To know how the company is organized and what rights the participants have, it is necessary for the competent management of their shares, the calculation of actions in advance.