Open OJSC: features, advantages and disadvantages. Registration and obtaining the status of PJSC - a new procedure

Detailed guide how to open an open joint stock company, painted in stages. This is a logical and profitable step for a large, growing business.

Briefly answer the question how to open JSC impossible.

It would seem that the details of the procedure are spelled out in the law in stages.

And even despite this, it will be difficult for an unprepared person to register an OJSC.

When submitting documents, it is necessary not only to take into account the subtleties of their competent execution.

You also need to be aware of the current rules and amendments.

Therefore, many entrepreneurs have to contact firms that provide intermediary services for the opening of an OJSC.

The advantages of this choice are obvious: you do not waste personal time, the risk of rejection due to errors in the collection of documents is reduced to zero, and you do not have to be nervous during the whole process.

Why, if you and your future JSC are in the hands of specialists?

However, there are also disadvantages to be noted.

First of all, you will spend extra money that you could invest in the development of the enterprise or in general any other more pleasant goals.

But you also get one more disadvantage: by transferring documents to intermediaries (in fact, to strangers), you are not sufficiently aware of the affairs of your own OJSC.

And this is just as bad as the first named shortcoming.

Why open an JSC?

It is not so easy to register an OJSC, therefore it is worthwhile to clearly understand why this is necessary.

The main reason is to emphasize the solidity of the organization.

A joint-stock company is opened when the organization has a large authorized capital, serious potential, and significant amounts of work.

Therefore, the main thing that needs to be done before opening an OJSC is to assess the situation in the company on this moment and plans for its development in the future.

It should be borne in mind that, then re-registering is not as easy as it sounds.

In fact, it will be similar to what you open Joint-Stock Company from scratch.

After all, the differences in the legal basis are too significant.

There is a situation in which it is necessary to register an OJSC - this is the entry of functioning into the international arena.

Indeed, without a public status, you simply will not have the opportunity to trade shares, which means attracting large investments.

Another circumstance is the desire to jointly manage the company with several managers.

For these purposes, you can also use ZAO.

But only without international status, for the reasons stated above.

Additionally, unlike individual entrepreneurship, founders can choose any name for their organization (with the exception of some "buts").

Another plus is that the JSC can function even after the death of the founder.

Advantages and disadvantages of JSC

“Business is a lifestyle! The owner must control everything from mopping to the strategy itself.”
Dmitry Potapenko

Many entrepreneurs before how to open JSC, think a lot about the advisability of this step.

Why is this form of organization better than an LLC?

And what are the advantages and disadvantages of JSC?

Advantages of a joint stock company

1. The OJSC has various advantages, but the most outstanding is the possibility of free trading of shares.
2. At the same time, you can determine the number of shareholders yourself.
   This is not limited by law.
3. For many, it is also important that it is possible to open a joint-stock company without a savings account.
   In this, but not only, an OJSC differs from an LLC.

Disadvantages of a joint stock company

1. The time it takes to register an JSC.
2. Information about your organization will be open to everyone, including competing firms.
   Including accounting and annual report.
3. You will have to register the issue of shares.

Whether the advantages outweigh the disadvantages or not - you must decide for yourself, starting from the specifics of your organization.

Before you open an JSC, what do you need to decide?

If the shortcomings of an open joint-stock company did not bother you, then you will need to start solving the main issues:

Before submitting documents, you need to decide what share of the authorized capital each founder will contribute.

Duties and responsibilities are distributed within the specified limits.

You also need to designate who will take the position of CEO.

One of the small but important steps– choose a name to register an JSC.

How to do this is detailed below.

Need to choose legal address, with which the JSC should not have difficulties.

As options, there may be standard ones: purchased or rented premises, most often the main office.

Or less common: a home apartment (at the same time, it is important that all residents registered in it give the go-ahead for this).

How to register an JSC?

It doesn’t matter if you decide to open an open joint stock company on your own or contact intermediaries, you should know the main stages of registering an open joint stock company.

The first step is to address the organizational basic issues outlined above.

This includes a list of founders, and the distribution of shares between them, the total amount of the authorized capital, information on the composition and volume of issued shares.

You also need to indicate the name (all spellings, if there are several) and the legal address.

A charter for the OJSC is created, which is signed by all the founders.

1. All these documents are collected, certified by a notary and submitted to the tax office.
2. If everything was done correctly, you will be issued registration documents and put on tax records.
3. The final stage, for which they usually decide to open an open joint-stock company, is the registration of the first issue of shares.

Doing everything perfectly on the first try on your own is difficult and rarely succeeds.

The main reasons for refusal are an incomplete package of papers, errors in their execution, typos in documents.

The information in this article will help you minimize these risks.

But at the stage of registering the first shares, it is still worth using professional help.

How to open an OJSC: the main obstacles

For an OJSC, any number of founders is allowed, but there are certain restrictions on the composition of participants:

• the founder who is sole member and the organizer of another legal entity;
• The founder of an OJSC cannot be an individual who has been banned from maintaining entrepreneurial activity(the reasons can be both criminal and administrative).

But foreign citizens can create open joint-stock companies in the Russian Federation without much difficulty.

Unless, of course, they fall under the restrictions stated above.

It is also worth mentioning that founders from another country may be given a red light in certain areas (generally defensive and security-related states).

What documents to prepare to open an JSC?

So, full list documents that the organizers must submit to tax service to open JSC, looks like this:

• application for registration of JSC;
• a receipt that indicates that you have paid the state duty;
• documents confirming the legal address ( letter of guarantee from the owner of the address or a lease agreement);
• all founders must provide their data (also additional if the founder is a legal entity);
• a signed application for the appointment of a person to the position of head and his personal data (copies of passport pages and TIN);
• the personal data of the chief accountant are also required if you have found a person for this position before opening an OJSC.

Representatives of other countries should take into account that they need to submit the listed documents translated and notarized.

For citizens of most countries, you will also have to affix an apostille to a consular organization.

This does not apply to those states that are members of the CIS and the CU.

To open an JSC, choose a name

One of the important stages that can lead to a stupor of the organizers of the OJSC is the choice of the name.

This step is actually very simple, and there are not so many restrictions on names:

• the name cannot violate legislative rules (lead to inciting ethnic hatred, contain insults or be immoral);
• the name should not indicate the legal form;
• the name cannot include the words "Russian Federation", "Moscow" and similar abbreviations, cognate; in some situations, an exception is made, but for this you need to apply for special permission;

There are six variations for the name: full and abbreviated in Russian, in the language of the people Russian Federation and on foreign language(any).

The difficulty in choosing lies only in the fact that it should indicate the activities of the company, be creative, but at the same time recognizable.

At the same time, it is important to take into account that an OJSC is a more solid form of organization than an LLC.

Therefore, the "name" should also be solid and not have funny or offensive meanings in other languages.

In this regard, some large brands in the release of products may name the product differently in different countries.

A simple example: the Czech word "stink" will definitely cause laughter in Russian-speaking people, although it is translated as "spirits".

How to choose a legal address to open an OJSC?

If you explain in simple terms the concept of "legal address" (or, as it is called in the legislation, "location") is a specific address to which an OJSC is registered as the place of permanent operation of a legal entity.

Most often we are talking about the main (or only) office of the organization.

If the OJSC leases premises for these purposes, then a lease agreement must be attached to the documents for registration.

The second option is a letter of guarantee drawn up by the owner.

All this will be a confirmation that the OJSC will actually be located and operate in the specified location.

When you enter into a lease agreement, it is important to take one step to avoid unpleasant problems in the future.

Check the address of the building for mass registration.

Those premises are entered there in which at least 10 legal entities.

Most often they are office centers in which one-day firms are registered.

And the owners may not mention that you may have difficulties when registering.

So it's better to predict them yourself.

And for those who are interested in opening an OJSC by several persons,

It will be helpful to watch the following video:

Why do you need a constituent charter to open an JSC?

One of the important documents that you need to create in order to open an OJSC is the memorandum of association.

It is made up of the founders, if there are several of them.

Serves as an UD for the coordination of rights and obligations, the procedure for submitting documents, confirms the decision to open an open joint stock company in general.

The charter of the OJSC determines the future, the vector of the organization's development.

It contains information on the following items: the name of the OJSC, location, amount of authorized capital, composition of the organization, list of branches, if any, rules for holding meetings of shareholders, and so on.

Also, the founders can include some special items at their discretion, but only if they do not contradict the current legislation.

The founding charter must be created and signed only by all the founders.

The decision is valid only after it has been adopted unanimously, which must also be recorded.

Additionally, signatures on the constituent charter must be approved by a notary.

Such a future how to open JSC, seduces many entrepreneurs.

Although on the one hand, unlike an LLC, the registration process will cause difficulties for a person who is poorly versed in this category.

And also there are a number of shortcomings that can be found in Open Joint Stock Companies.

But at the same time, the founders have the opportunity to sell their own shares, enter the world market and, in general, scale the business.

Therefore, although the procedure is fraught with certain difficulties, OJSC is a logical and profitable step for a large, developing business.

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A public joint stock company is a new term in Russian civil law. At first glance, it may seem that non-public and public joint-stock companies are just new names for CJSC and OJSC. But is it really so?

What does a public joint stock company mean?

federal law dated 05.05.2014 No. 99-FZ (hereinafter - Law No. 99-FZ) The Civil Code of the Russian Federation was supplemented with a number of new articles. One of them, Art. 66.3 of the Civil Code of the Russian Federation introduces a new classification of joint-stock companies. The already familiar CJSC and OJSC have now been replaced by NAO and PJSC - non-public and. This is not the only change. In particular, the concept of an additional liability company (ALC) has now disappeared from the Civil Code of the Russian Federation. However, they were not very popular anyway: according to the Unified State Register of Legal Entities as of July 2014, in Russia there were only about 1,000 of them - with 124,000 CJSCs and 31,000 OJSCs.

What does public joint stock company mean? In the current version of the Civil Code of the Russian Federation, this is a joint-stock company in which shares and other securities can be freely sold on the market.

The rules on a public joint-stock company apply to a joint-stock company whose charter and name indicate that the joint-stock company is public. For PJSCs established before 09/01/2014, whose company name contains an indication of publicity, the rule established by paragraph 7 of Art. 27 of the law "On amendments ..." dated June 29, 2015 No. 210-FZ. Such a PJSC that does not have public issues of shares before 07/01/2020 must:

• apply to central bank with an application for registration of a share prospectus,
• remove the word "public" from its name.

In addition to shares, a joint-stock company may issue other valuable papers. However, Art. 66.3 of the Civil Code of the Russian Federation provides for the status of publicity only for those securities that are convertible into shares. As a result non-public companies may introduce securities into public circulation, with the exception of shares and securities convertible in them.

What is the difference between a public joint stock company and an open

Consider different from JSC. Although the changes are not fundamental, their ignorance can seriously complicate the life of the management and shareholders of PJSC.

Disclosure

If earlier the obligation to disclose information about the activities of an OJSC was unconditional, now a public company has the right to apply to the Central Bank of the Russian Federation with an application for exemption from it. This opportunity can be used public and non-public companies, however, it is for public release that is much more relevant.

In addition, for an OJSC, it was previously required to include information about the sole shareholder in the charter, as well as publish this information. Now it is enough to enter data into the Unified State Register of Legal Entities.

Preemptive right to purchase shares and securities

An open joint-stock company was entitled to provide in its charter cases when additional shares and securities are subject to preferential purchase by existing shareholders and holders of securities. Public Joint Stock Company is obliged in all cases to be guided only by the Federal Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ (hereinafter - Law No. 208-FZ). References to the articles of association are no longer valid.

Register keeping, counting commission

If for JSC in individual cases it was allowed to maintain the register of shareholders on its own, then public and non-public joint-stock companies always obliged to delegate this task specialized organizations licensed. At the same time, for a PJSC, the registrar must be independent.

The same goes for counting commission. Now, issues related to its competence should be decided by an independent organization that has a license for the corresponding type of activity.

Society management

Public and non-public JSCs: what are the differences?

1. By and large, the rules that previously applied to OJSCs apply to PJSC. NAO, on the other hand, is mainly former ZAO.
2. The main feature of PAO is open list potential buyers of shares. NAO is not entitled to offer its shares on public auction: such a step, by virtue of the law, automatically turns them into PJSC even without amending the charter.
3. For PJSCs, the management procedure is rigidly enshrined in law. For example, the rule is still preserved, according to which the competence of the board of directors or executive body issues that are subject to consideration by the general meeting cannot be attributed. A non-public company, on the other hand, can transfer some of these issues to a collegiate body.
4. The status of participants and the decision of the general meeting in PJSC must be confirmed by a representative of the organization-registrant. The NAO has a choice: you can use the same mechanism or contact a notary.
5. Non-public joint stock company still have the right to provide in the charter or corporate agreement between shareholders the right to preemptive purchase of shares. For public joint stock company such an order is absolutely unacceptable.
6. Corporate agreements concluded in PJSC should be disclosed. For the NAO, it is sufficient to notify the company about the fact of concluding such an agreement.
7. The procedures provided for by Chapter XI.1 of Law No. 208-FZ, concerning offers and notices of securities repurchase, after September 1, 2014, do not apply to JSCs that, through changes in the charter, have officially fixed their status as non-public.

Corporate agreement in joint-stock companies

An innovation that largely concerns PJSCs and NAOs is also a corporate agreement. Under this agreement between shareholders, all or some of them undertake to use their rights only in a certain way:

• take a unified position in voting;
• establish a common price for all participants for their shares;
• allow or prohibit their acquisition in certain circumstances.

However, the agreement also has its limitations: it cannot oblige shareholders to always agree with the position of the JSC's governing bodies.

In fact, there have always been ways to establish a unified position for all or part of the shareholders. However, now changes in civil law have transferred them from the category of "gentleman's agreements" to the official plane. Now the violation of a corporate agreement may even become a reason to recognize the decisions of the general meeting as illegal.

For non-public companies such an agreement may be an additional means of management. If all shareholders (participants) participate in the corporate agreement, then many issues related to the management of the company can be resolved through changes not in the charter, but in the content of the agreement.

In addition, for non-public companies, an obligation has been introduced to pay Unified State Register of Legal Entities on corporate agreements, if under these agreements the powers of shareholders (participants) seriously change.

Renaming JSC into a public joint stock company

For those JSCs that have decided to continue working in the status public joint stock company required to amend the articles of incorporation. The deadline for this is not established by law, but it is better not to delay it. Otherwise, problems may arise in relations with counterparties, as well as ambiguity about which norms of the law should be applied in relation to PJSC. Law No. 99-FZ establishes that the unchanged charter will be applied to the extent that it does not contradict the new norms of the law. However, what exactly contradicts and what does not is a moot point.

Renaming can be done in the following ways:

1. At a specially convened extraordinary meeting of shareholders.
2. At a shareholder meeting that decides other current issues. In this case, the change in the name of the JSC will be highlighted as an additional item on the agenda.
3. At the mandatory annual meeting.

Re-registration of old organizations into new public and non-public legal entities

The changes themselves can only concern the name - it is enough to exclude the words “open joint stock company” from the name, replacing them with the words “ public joint stock company". However, at the same time, it should be checked whether the provisions of the previously existing charter contradict the norms of the law. In particular, special attention should be paid to the rules regarding:

• board of directors;
• pre-emptive right of shareholders to purchase shares.

In accordance with Part 12 of Art. 3 of Law No. 99-FZ, a company will not need to pay a state duty if the changes relate to bringing the name in line with the law.

In addition to joint-stock companies, signs of publicity and non-publicity now apply to other organizational forms legal entities. In particular, the law now directly classifies LLC as a non-public entity. For a public joint stock company, amendments to the charter must be made. But is it necessary to do this for those companies that, by virtue of the new law, should be considered as non-public?

In fact, for non-public companies, changes are not necessary. Nevertheless, it is still desirable to make such changes. This is especially important for the former ZAO. Otherwise, such a name would be a defiant anachronism.

Sample charter of a public joint stock company: what to look for?

During the time that has elapsed since the adoption of Law No. 99-FZ, many companies have already passed the procedure for registering amendments to the charter. Those who are just about to do this can use the sample PJSC charter.

However, when using the sample, it is necessary, first of all, to pay attention to the following:

• The articles of association must contain an indication of publicity. Without this, society becomes non-public.
• Be sure to involve an appraiser in order to authorized capital made a contribution. At the same time, in the event of an incorrect assessment, both the shareholder and the appraiser must respond subsidiarily within the amount of the overstatement.
• If there is only one shareholder, it may not be indicated in the charter, even if such a clause is contained in the sample.
• It is possible to include in the charter provisions on the audit procedure at the request of shareholders owning at least 10% of the shares.
• Convert to non-profit organization is no longer allowed, and there should not be such norms in the charter.

This list is far from complete, so when using samples, you should carefully check them with current legislation.

The term "public joint stock company": translation into English

Since many Russian PJSCs carry out foreign trade operations, the question arises: how should they now be officially called in English?

Previously, the English term “open joint-stock company” was used in relation to OJSC. By analogy with it, the current public joint stock companies may be called a public joint-stock company. This conclusion is also confirmed by the practice of using this term in relation to companies from Ukraine, where PJSCs have existed for a long time.

In addition, one should take into account the difference in the legal terminology of English-speaking countries. Thus, by analogy with UK law, the term "public limited company" is theoretically acceptable, and with US law - "public corporation".

The latter, however, is undesirable, since it can mislead foreign contractors. Apparently, the public joint-stock company option is optimal:

• it is mainly used only for organizations from post-Soviet countries;
• quite clearly marks the organizational and legal form of society.

So, in the end, what can be said about the innovations in civil law relating to public and non-public legal entities? In general, they make a system of organizational and legal forms for commercial organizations in Russia more logical and harmonious.

Making changes to the bylaws is easy. It is enough to rename the company according to the new rules of the Civil Code of the Russian Federation. A step forward can be considered the legalization of agreements between shareholders (a corporate agreement in accordance with Article 67.2 of the Civil Code of the Russian Federation).

In 2014, there were serious changes that affected legal entities, in particular, joint-stock companies: instead of OJSC and CJSC, there are now public () and non-public joint-stock companies (JSC), and other important amendments to the Civil Code that affect the activities organizations. In addition, all joint-stock companies were previously obliged to transfer the registers of shareholders to registrars, etc. However, the changes did not end there, since July 1, 2015, the procedure for creating a PJSC has changed significantly, which will be discussed in this article.

Former PJSC registration procedure

Until 09/01/2014 in the Russian Federation there were two types of joint-stock companies - an open joint-stock company (OJSC) and a closed joint-stock company (CJSC). State. registration of these Companies was carried out in accordance with Federal Law No. 129. As for registration, it was necessary to prepare a package of other documents, as well as fill out an application in the prescribed form and submit to the Federal Tax Service. In addition, the creation of joint-stock companies provides for its own characteristics due to the fact that, unlike LLC, joint-stock companies consist of shares, the initial registration of which is carried out after the state registration. registration.

At the same time, it was initially possible to create both open and closed societies. After 2014, all joint-stock companies that met the criteria of publicity, that is, placed their shares in the public domain, or had the word “public” in their name, automatically became public joint-stock companies (PJSC). And the rest of the joint-stock companies that do not meet the signs of publicity -. At the same time, LLCs are now also classified as non-public companies.

PJSC registration - a new procedure from 2015

After the changes were introduced, and joint-stock companies began to be divided into public and non-public, it seems that there were no amendments regarding the features of registration of these companies, but over time they nevertheless appeared. Yes, as of July 1, 2015. Initially, a joint-stock company can be registered as an exclusively non-public one, and only then, if necessary, acquire the status of a joint-stock company.

Federal Law No. 210 of June 29, 2015 was adopted, which already introduced changes to Federal Law No. 208 on joint-stock companies. According to the amendments and new article 7.1 in the JSC Federal Law, a non-public JSC can acquire the status of a public JSC only after:

• introduce into the Charter indications of publicity;
• the name will indicate publicity if the prospectus of the Company's shares is registered and an agreement has been concluded with the trade organizer on the listing of shares.

Changes come into force after their state. registration and entering new information about the JSC in the Unified State Register of Legal Entities, only then the Company can receive the status of PJSC.

How to create a joint-stock company and obtain the status of a joint-stock company

As we noted earlier, now businessmen can first create only a non-public JSC and only then acquire the status of a public JSC, therefore:

Stage I of the creation of the future PJSC - state. AO registration.

This procedure is carried out, as before, in accordance with Federal Law No. 129: The decision to establish a joint-stock company, the Agreement on the creation, the Charter, the document on the payment of the state. fees, documents confirming the location of the legal entity. persons (lease agreement, sale and purchase agreement, etc.), as well as an application in the prescribed form, are sent to reg. organ. If the specialists do not have a question, then the state procedure. registration takes 3 business days (otherwise, the procedure may take up to 1 month). Upon completion, information about the new legal entity is entered. person in the Unified State Register of Legal Entities and documents are issued: certificate of registration, Charter, etc. In addition, it is necessary to register new company in the tax office, open a r / account, receive notifications from funds, a letter with codes from the State Statistics Committee, etc.

Please note that the AO that wants to obtain the status of PJSC already in advance:

• it is necessary to select and conclude an agreement (preliminary) with the registrar for maintaining the register of shareholders;
• it is desirable for the management company to make at least 100 thousand rubles. ( minimum size UK for PAO);
• specify the required number of shares in the Articles of Association;
• form and prescribe the powers of the Board of Directors (BoD) in the Charter, etc.

Stage II - transfer of the register of shareholders to the registrar.

Stage III - state. registration of the initial issue of shares and the report on the results.

Stage IV - full payment of the Company's Criminal Code.

In this case, if after the full payment of the MC, the number of shares for public offering is sufficient, then it is possible to proceed with the registration of the Prospectus and conclude the Listing Agreement (preliminary). If the number of shares is insufficient, then you can spend additional. release through an open (or even possibly closed) subscription.

Stage V - adoption of the Decision on the change of JSC in PJSC.

This stage includes the General Assembly shareholders (OSA) and the adoption of the Decision that the JSC has acquired characteristics and can become a PJSC, changing its name accordingly.

VI - registration of changes in the Charter in the Federal Tax Service Inspectorate and amendments to the Unified State Register of Legal Entities.

Stage VII - notification of the Central Bank of the Russian Federation about new information about the issuer.

Termination of PJSC status

In addition to the changes already mentioned, another article 7.2 was also added to the Federal Law on JSCs (introduced by Federal Law No. 210), which introduces new provisions regarding the termination of the status of a PJSC, when and under what conditions this is possible. That is, since the status of PJSC needs to be obtained, then it is also possible to lose it.

Thus, a joint-stock company may lose its status as a PJSC if:

• Society from the Charter (hence the name) will remove the indication of publicity.

Changes to the Charter and the name come into force after their state. registration and entering new information about the Company in the Unified State Register of Legal Entities. After that, the JSC ceases to be public.

At the same time, termination of the PJSC status is possible if the following conditions are met:

• the shares of the company cease to be publicly placed by open subscription and are not allowed to be traded;
• The Central Bank of the Russian Federation exempted the Company from the mandatory disclosure of information, which is provided for by the Federal Law on Securities.

SUMMARY:

As you can see, the changes regarding PJSC registration, which were made in the middle of 2015, are really significant, since such a procedure as obtaining the status of a particular legal entity was not previously envisaged. faces. Despite the fact that earlier the creation of an open joint-stock company was multi-stage and not as simple as even a CJSC and even more so an LLC, at present the procedure has become much more complicated. Thus, if you are planning to create a public joint-stock company, then you will most likely need the help of a competent lawyer or one specializing in state affairs. company registration. Be careful and stay tuned with us for changes in legislation.

From September 1, 2014, the registration of JSC, CJSC is carried out in a new way. According to the new rules, it will be impossible to open a CJSC. Therefore, the only possible option would be the creation of a non-public joint-stock company.

Advantages and disadvantages of a non-public JSC

The main advantage of a non-public joint-stock company (compared, for example, with an LLC) is an unlimited number of shareholders. The main drawback is considered to be a rather complicated registration procedure and a considerable number of option costs (maintenance of the register of shareholders by a specialized registrar, the obligation to notarize the decisions of the meeting, etc.)

Preparatory stage

At this stage, it is necessary to decide on the name and place of registration of the joint-stock company, select the most appropriate codes of activity and registrar (share register), and prepare everything for the first meeting of participants. As part of the same phase, it is necessary to hold a meeting of shareholders and formalize all important issues (registration) in the form of a protocol. At the same time, a vote is taken on each issue of the meeting, and a decision is made based on its results. The meeting minutes are one of important documents submitted as a set for registration of a non-public JSC. Constituent documents, submitted in the registration kit and which are indispensable for further business activities, also deserve special attention within the framework of preparatory phase. It is necessary to approve the version of the Articles of Association (which will be considered valid) and sign the Agreement on the establishment of the company, the purpose of which is to regulate the general actions of the founders to establish the company, as well as to determine the procedure for the formation of the Authorized Capital.

In addition, participants need to agree on the categories and types of shares to be issued, set their nominal value and deal with the payment procedure as part of the preparatory stage.

If there is only one founder of a non-public JSC, then instead of the minutes of the meeting, all the issues indicated above must be formalized by his decision. In this case, the contract is not concluded, but the approval of the Charter is also mandatory.

MC size

At present, the minimum size (lower threshold) of the authorized capital for a non-public JSC is still 10,000 rubles. Wherein minimum amount must be contributed in cash, not in property, as is possible in an LLC. If the size of the UK is more than 10,000 rubles, then everything contributed in excess of the minimum can be in the form of property or securities. The property is subject to independent evaluation. This requires 2 copies of the report.

The law establishes the procedure for the introduction (payment) of the MC for non-public JSCs: 50% is paid within three months after registration, the rest is paid during the first year

State registration

After carrying out preparatory activities and forming a set of documents, it must be submitted to state registration to the competent authority, which is tax office. The package of documents includes:

• 1) Completed (by hand or using computer software) the current version of the P11001 form (the applicant's signature is notarized);
• 2) Charter of JSC in two copies;
• 3) Protocol or decision (on the establishment of a non-public JSC);
• 4) Receipt of payment of state duty;
• 5) Documents confirming the ownership of the legal address or a letter of guarantee from the owner, when the lease of the location is supposed;
• 6) Notarized power of attorney, if the documents are submitted by a representative;
• 7) Appraiser's report in the original;
• 8) Application for the simplified tax system, if the application of this tax system is expected.

Transfer of the register of shareholders to the registrar

The next step, which must be completed before registering the issue of shares with the Central Bank of the Russian Federation, is the transfer of the register of shareholders to the registrar. Without it, it is impossible to hold a subsequent meeting of shareholders.

As part of this phase, it is necessary to prepare all the necessary documentation, the list of which depends on the specific registrar. Instead of the submitted documents, he must issue an act of acceptance of the transfer and sign the contract. There are situations when, at the time of transfer to the registrar, the shares are not paid in full. Here it is necessary to make an entry about the encumbrance of shares in the register.

Issue registration

When describing how to create a joint-stock company, it is necessary to separately stipulate the issue of shares (securities), the procedure for which is established by the "Issue Standards". Issues the Central Bank of the Russian Federation. The period allotted by law for the registration of the primary issue is 30 days from the date of registration of a non-public joint-stock company and making the corresponding entry in the Unified State Register of Legal Entities.

Simultaneously with this process, it is necessary to register a report on the issue of shares.

It should be noted that the nominal value of shares should be distinguished from the price of its placement. Since these concepts are different, no one will be able to prohibit shareholders from setting an offering price that exceeds the nominal value of the share (but it cannot be lower). Such measures allow attracting additional investments and forming additional capital of the company.

Shares can be paid for in cash and property. If the JSC shares were paid in non-cash form, then a report will be required independent appraiser about the price of the property; if we are talking about real estate, then in addition to the appraiser's report, copies of documents confirming ownership will be required.

The final list of documents submitted for registration of the issue is quite extensive. Accordingly, it must be clarified immediately before the issue.

It should be emphasized that the current "Emission Standards" do not exclude the possibility of submitting documents (for issue registration) in electronic form using EDS.