Surely every citizen has heard of the existence of so-called joint-stock companies. What are these associations, what are they? The answer to this question will best be provided by No. 208-FZ "On Joint Stock Companies".
General provisions of the law
Law No. 208-ФЗ "On Joint-Stock Companies" sets forth the basic provisions on the creation, reorganization and liquidation of the associations in question. The draft law regulates the legal status of shareholders, their duties and powers. The scope of this law is any joint-stock organizations located on the territory of the Russian Federation.
What is a joint stock company in general? The law under consideration suggests that commercial organizations whose authorized capitals are divided between participants in the company bear such names. All shareholders are required to bear responsibility for possible risks. At the same time, government authorities do not bear any responsibility for the obligations of the joint-stock company, as well as vice versa.
About creating a society
Articles 8 and 9 No. 208-FZ "On Joint-Stock Companies" establish the procedure for the formation of the organization in question. Thus, a company can be created in two main ways: either from scratch, or by reorganizing the corresponding legal entity. Reorganization can be different: in the form of a merger, division, transformation, spin-off, etc. The company must be subject to mandatory state registration.
In order for the joint-stock company to start functioning, it is necessary to register the consent of all the existing founders. Registration of consents is carried out at the constituent assembly by direct voting. The company must establish an auditor. It is necessary to conclude a written agreement on what kind of authorized capital the company will have, what type of shares will be, whether foreign investors will be able to intervene, etc.
Thus, the establishment of the organization in question is not a quick procedure. No. 208-FZ "On Joint Stock Companies" enshrines a fairly large number of rules and requirements for the procedure for the formation of an organization.
On the reorganization of society
It is easy to guess that the process of reorganization of a joint-stock company will be even more complicated, longer and more complicated than an ordinary institution. In this case, No. 208-ФЗ “On Joint-Stock Companies” establishes the provision that the formation of property of companies created in the process of reorganization should be carried out only at the expense of the property of those enterprises that just affect the process of reorganization. The company is still considered reorganized only after the completion of the state registration process. In this case, the created organization must be entered in a special register.
The second chapter of the bill under consideration describes in detail what constitutes a merger of societies, division, separation and transformation. It is not difficult to guess exactly how these processes are formed. A joint-stock company is created either by folding several organizations, or, conversely, by separation from some system.
On liquidation of a joint stock company
If the founders of the company want to liquidate the entire organization, then they will have to act in strict accordance with Federal Law No. 208-FZ "On Joint-Stock Companies". The following is indicated in this normative act:
- the company should be liquidated on a voluntary and legal basis only by court order;
- the board of directors is obliged to create a liquidation commission at which the issue of liquidation of the company would be submitted;
- from the moment the corresponding commission was created, all functions would have passed to it;
- it was the liquidation commission that would have acted in court.
Often a joint-stock company creates the state itself. In this case, the created liquidation commission would include a representative of the property committee or a person from the local government.
About authorized capital
The authorized capital is the most important element of any joint stock company - one might even say its core. What does the Law N 208-ФЗ "On Joint-Stock Companies" say about the authorized capital?
The first and most important thing - the authorized capital should always be made up of the face value of the company's shares. Almost always, companies place ordinary and preferred shares. At the same time, their nominal value should be the same. As soon as the company is established, all available shares should be distributed among the founders.
Another important point is that the value of preferred shares should not exceed 25 percent of the share capital. The law also speaks of fractional shares. They are supposed to be summarized to reflect in the charter the total number of shares placed.
About shareholder agreement
The second most important element after any authorized capital stock is called a shareholder agreement. This, in fact, is what the whole organization rests on. Article 32.1 of FZ-208 "On Joint-Stock Companies" (as amended from 2016) reads as follows:
- Shareholder agreement is an agreement on the exercise of rights certified by shares. Shareholders undertake to exercise the rights enshrined in the charter, certified by existing shares, or vice versa, to refrain from exercising their rights.
A shareholder agreement must be in writing. The document must contain the signatures of all existing shareholders and founders. Here is what the consent notice itself should contain:
- name of the company;
- first and last names;
- all the necessary dates and dates;
- the number of shares of any type provided.
For non-fulfillment of obligations (or poor performance), shareholders may be subject to civil liability.
About shareholders meeting
According to N-208 of the Federal Law "On Joint-Stock Companies", shareholders must periodically arrange meetings. What is it for? Section 47 of this bill provides as follows:
- The annual meeting provides for the resolution of issues related to the election of the board of directors, the audit committee, approval of auditors, as well as the solution of some other problems related to the competence of a company.
- The Bank of Russia may from time to time demand extraordinary meetings.
Article 48 enshrines the competence of the general meeting of shareholders. Here it is worth highlighting the questions:
- on the reorganization of the company;
- on making amendments and additions to the charter;
- on liquidation of the company;
- on determining the composition of directors;
- on determining the quantity and value of shares and rights;
- an increase or decrease in the authorized capital;
- on the payment of dividends;
- on approval of annual reports and statements;
- profit distribution;
- on the acquisition of shares, as well as their consolidation or splitting;
- on approval of internal documents;
- on solving many other issues and problems referred to the competence of the joint-stock company.
About the Board of Directors
Each joint stock company has a board of directors. What is it for? What is its competence? Articles 64 and 65 of Law No. 208-ФЗ "On Joint-Stock Companies" (latest revision of 2016) provide answers to these questions.
In short, the board of directors is responsible for the management of the company. The competence of the council includes the following problems and issues:
- on the convocation of annual and additional stock meetings;
- on determining priority areas of society;
- on approval of shareholder agendas;
- on the determination of the date of compilation of the list of persons having the opportunity to participate in stock meetings;
- an increase or decrease in the authorized capital;
- on the placement of additional shares;
- on determining the price of the property of a company;
- recommendations on the amount of remuneration, dividends, etc .;
- on the use of reserve funds, etc.
We can say that the board of directors permits all the basic functions of a joint stock company. Separately, it is worth highlighting major deals. What is it and why are they needed?
On the economy of joint stock companies
Chapter 12 of the Federal Law-208 “On Joint-Stock Companies” (Articles 85-87) is devoted to the financial and economic activities of joint-stock companies, as well as their control. For quality control in the companies, an auditor or a special audit commission is selected. The competence of this commission includes an annual audit of the financial and economic activities of the company. Inspections can be premature, if the boss so wishes. Auditors have the right to request all necessary documentation. The powers of the commission include, among other things, the requirement to convene extraordinary meetings. The company’s auditor also monitors the organization’s business activities.
Both auditors and auditors are required to draw conclusions based on the results of inspections. The accuracy of the data provided must be confirmed; information on the facts of violations, as a rule, is received by the management of the joint-stock company.
Reporting of joint stock companies
An important element in the work of joint-stock companies is reporting. According to Chapter 13 of the Federal Law under consideration, the following persons are required to submit reports on the results of the work performed:
- accountants - based on the results of the financial activities of the company;
- company leaders are required to provide all necessary information to shareholders;
- affiliates (capable of influencing the activities of legal entities or individuals) must provide information to their management.
Reporting in the activities of joint stock companies is very important. In fact, the whole organization is built on it.
About major deals
No. 208-FZ "On Joint-Stock Companies (as revised in 2016), states that major transactions refer to transactions that go beyond the scope of ordinary business activities, which have the following characteristics:
- connection with the acquisition or disposal of property - directly or indirectly, the balance of which is at least 25% of the balance of all assets of the company;
- there is an obligation to transfer the property for temporary use to a third party (under the conditions of determining the same book value).
The Federal Law under consideration states that major transactions cannot be concluded by the following companies:
- in which 100% of the shares are held by one person;
- in which reorganization relationships arise;
- who are preparing for liquidation, and the corresponding commission has already been created;
- subject to some other conditions.