Pao enterprise management. Public and non-public joint stock companies (NAO and PAO) - classification, comparison and transition
Civil Code of the Russian Federation Article 97. Public Joint Stock Company
ConsultantPlus: note.
If on 01.07.2015 the charter and the name of a JSC created before 09/01/2014 indicates that it is a PJSC in the absence of signs of publicity, such JSC must register a prospectus of shares before 07/01/2020 or change the charter, excluding the public status from the name (Federal Law of 06/29/2015 N 210-FZ).
ConsultantPlus: note.
JSCs created before 09/01/2014 and meeting the characteristics of PJSCs are recognized as such, regardless of the indication of this in their name. For exceptions to this rule and on the refusal of public status, see the Federal Law of 05.05.2014 N 99-FZ.
1. A public joint-stock company (clause 1 of Article 66.3) is obliged to submit, for entry into the Unified State Register of Legal Entities, information about the company name of the company, which contains an indication that such a company is public.
The joint-stock company has the right to submit information about the company name of the company, containing an indication that such a company is public, for entry into the unified state register of legal entities.
The joint-stock company acquires the right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded under the conditions established by the laws on valuable papers ah, from the date of entry into the unified state register of legal entities of information about the company name of the company, containing an indication that such a company is public.
2. The acquisition by a non-public joint stock company of the status of a public company (paragraph 1 of this article) entails the invalidity of the provisions of the charter and internal documents of the company that contradict the rules on a public joint stock company established by this Code, the law on joint stock companies and laws on securities.
3. In a public joint-stock company, a collegial management body of the company is formed (paragraph 4 of Article 65.3), the number of members of which cannot be less than five. The order of education and the competence of the specified collegial body management is determined by the law on joint stock companies and the charter of the public joint stock company.
4. The responsibilities for maintaining the register of shareholders of a public joint-stock company and the performance of the functions of the counting commission shall be carried out by an organization that has a license provided by law.
(see text in previous edition)
5. In a public joint-stock company, the number of shares owned by one shareholder, their total nominal value, as well as the maximum number of votes given to one shareholder, cannot be limited. The charter of a public joint-stock company cannot provide for the need to obtain anyone's consent to alienate the shares of this company. No one may be granted the right of pre-emptive purchase of shares of a public joint-stock company, except as otherwise provided by
Until recently, the concept of "joint stock company" (JSC) was unambiguous and did not raise questions from specialists. After the appearance of public joint-stock companies (PJSC), many began to ask a completely logical question - what is the difference between a PJSC and a joint-stock company?
About innovations
First, you need to remember the specifics of the work of the joint-stock company. The term means the involvement of the participants of any association in securities (shares), the owners of which they became after the purchase of similar assets or in another way, providing for the transfer of ownership.
Comparative characteristics indicate that earlier the words "open" and "closed" meant the possibility of using shares in open form. This refers to the ability to sell them on the stock exchange or transfer them to another person who has shown interest in them.
On September 1, 2014, Federal Law No. 99 came into force, which changed the content and names of legal forms of ownership. Instead of the usual OJSC and CJSC, public and non-public joint stock companies... Therefore, it is necessary to list those fundamental provisions that will be useful when working with them:
- Public communities assume free circulation of stocks and bonds on the market.
- Public organizations must provide information regarding their activities (description of shareholders' meetings, table of admission to certain inspections).
- When maintaining the register of securities, as well as establishing decisions of shareholders' meetings, it is necessary to use the services of specially appointed registrars.
- The number of PJSC shareholders is different in that there can be as many of them as you want.
- If the authorized capital of the public community has not yet been registered, and the savings account has not been opened, then there is no need to deposit additional funds.
Public and non-public joint stock companies appeared instead of the usual JSCs and CJSCs.
Obligations and rights of PJSC shareholders
If we are talking about the owners of ordinary shares, then they can:
- Participate in the general meeting of the owners of securities, while having the right to vote in accordance with the qualifications established by law.
- Usual shareholder of PJSC able to receive dividends.
- If the company is liquidated, they have the right to receive part of the PJSC's property.
An ordinary share gives its owner the same level of rights as compared to other owners.
As far as preferred shareholders are concerned, the difference between their rights and ordinary holders of securities is barely noticeable. Here you can also receive dividends from the company, while the cost of such a package of securities should be 25% of authorized capital organizations. You can also participate in a meeting of shareholders and receive part of the property in the event of bankruptcy of a PJSC. The only difference is the right to convert assets into ordinary shares, which remains with their owners in case of liquidation of the company.
The most important difference from the previous format (OJSC) is the ability to monitor the state of affairs of the company and annual reports, the types of which may be different.
| Comparison criterion | Public societies | Non-public companies |
| Issue of shares | Promotions can be distributed among an unlimited number of persons | Only a certain circle of people can become a shareholder of the company |
| Company reporting | Strict reporting is published every year, authentication is required | Not provided for by legislative acts |
| Authorized capital | Not less than 100 thousand rubles. | At least 10 thousand rubles. |
| Number of active shareholders | There can be as many shareholders as you want | Maximum number of shareholders - 50 people |
The legislative acts of the Russian Federation in relation to the NAO do not provide for any prohibitions on their type of activity. It can be argued that a non-public joint-stock company is the same CJSC that does not issue shares on the stock exchange.
Greetings, dear readers. When opening an individual entrepreneur, everything is simple, it is enough to choose the right types of activity and choose the optimal form of taxation. In the case of an LLC, everything is more complicated, and in the case when there are many founders, and everything is planned to be done either through a CJSC or through an OJSC, the number of differences starts to go off scale. We have collected the most critical differences in one place, you can study the advantages and disadvantages of each of the types of legal entity organization forms, and choose the most optimal one for you. Happy business!
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LLC, CJSC, OJSC: differences and features in simple words, table
When opening his own business, every businessman thinks about the organizational and legal form of his future enterprise. He can register a company without forming a legal entity and engage in individual entrepreneurship or formalize in a legal entity. What is the difference - in simple words.
The most common are such legal entities as LLC, CJSC, OJSC. Each of them has both advantages and disadvantages. Below we will consider what are the differences and similarities between LLC, CJSC, OJSC. However, first of all, let's consider the difference between legal entities.
This is very important because even lawyers have great amount misconceptions about these forms of business, which often leads to unforeseen consequences.
Legal entity and individual - what's the difference?
The main difference in these concepts is that IP is individual, having a certain status, while a legal entity is a fiction (exist only legally, without material embodiment).
In accordance with the law, an individual must be liable for obligations with his property. And in accordance with this, we can conclude that for the debts that were received when doing business, individual entrepreneur you will have to pay even with property that had nothing to do with business.
The liability of participants and shareholders is different. Unlike individual entrepreneurs, legal entities are only liable for the obligations of their organization and risk only the value of their shares or shares. Therefore, in an unfavorable combination of circumstances, the members of such companies are not responsible for the activities of the organizations.
It can be noted that in this regard, the creation of a legal entity is more attractive than acquiring the status of an individual entrepreneur.
Benefits of a limited liability company and their types
Now we see what are the differences between LLC, OJSC, CJSC, individual entrepreneur and can move on to a more detailed examination of the characteristics of LLC, which is the most popular way of doing business in our country. This is justified by his simple registration and subsequent work.
As already noted, the participants of the LLC risk their obligations only to the extent of the amounts corresponding to their share in the business. It should be noted that the shares of the LLC participants are not securities, therefore they are not subject to the provisions of the legislation on securities. This fact makes it possible to increase the authorized capital faster and easier than in joint stock companies.
Similarities and differences between a limited liability company, an open joint stock company and a closed joint stock company
Consider the features of other legal entities.
The form of doing business in joint stock companies is more complicated than in LLC. LLC and JSC have a number of differences - both have their own pros and cons.
Below is the comparison table LLC, JSC, JSC in one word.
| Main features | Ltd | Company | OJSC |
|---|---|---|---|
| Constituent documents | The charter | ||
| registration | IFTS (entry in the Unified State Register of Legal Entities) | IFTS (entry in the Unified State Register of Legal Entities) Registration of the issue of shares with the FFMS | |
| Authorized capital | Share | Shares (uncertified securities | |
| Shareholders / Members | Not> 50 persons | Any quantity | |
| Sale / purchase of shares (shares) | In accordance with the minutes of the general meeting | Private subscription | Both private and public subscription |
| Change in composition | it is not necessary to make changes to the Articles of Association | it is not necessary to amend the Articles of Association, unless there are more than one shareholders | |
| Composition of governing bodies | General meeting; Board of Directors (optional) General Director and / or Management Board (Directorate) | General meeting. Board of directors - optional. In the event that the number of shareholders> 50 is mandatory. General Director and / or Management Board (Directorate) | |
| Transformation | Reorganization into ALC, CJSC or OJSC. In this case, it is necessary to notify the creditors, since they may submit early demands for the performance of obligations. | Reorganization into LLC or ODO. Obligatory notification of creditors. The transformation of a CJSC into a JSC and vice versa is not a reorganization, therefore no notification of creditors is required. | |
| Publicity | Publication of information is not required, except in cases of bond issue | Mandatory open reporting | No publication required |
This table shows all the advantages of an LLC over other commercial legal entities:
- greater simplification of the registration procedure;
- no need for an issue;
- optional publication of information about their activities;
- the possibility of changing the organizational legal form with fewer problems.
Conversion of CJSC and OJSC into PJSC NJSC and LLC, what is it: Video
Share capital and profit
In conclusion, we will consider the features of the finances of LLC, CJSC, OJSC.
The authorized capital of an OJSC is not less than a thousand times the minimum wage, and a CJSC - not less than a hundred times. Then, at least for the authorized capital of an LLC - ten thousand rubles.
It is much easier to increase the authorized capital of an LLC than that of a JSC, because this can be done only after the registration of the issue of shares, which is a rather expensive procedure. And finally, in all the considered forms of entrepreneurship, profits are distributed in the form of dividends, which increases the tax burden on organizations.
In general, depending on the planned type of business and the number of founders, you can choose a suitable form of business from those discussed above.
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The difference between a CJSC and an LLC - what is it, the difference from an individual entrepreneur
In everyday life, we often come across dozens of different abbreviations that denote legal forms economic activity: LLC, CJSC, NPO, individual entrepreneur and much more.
Why are the subjects of the economy called differently, if de facto they are doing the same thing? Especially often they confuse LLC and CJSC, although these legal forms differ significantly from each other. Despite the seeming simplicity of the terms, it is worth studying them more carefully and understanding the main differences.
CJSC is a joint stock company, whose authorized capital is divided among the participants by means of shares. The key characteristic of the legal form is its “closed nature”. The number of shareholders cannot exceed 50 people, while shares are alienated only among a limited circle of people, to whom the founders belong.
Free movement of the shares of the enterprise is difficult, which is associated with the peculiarities of the activity. If the number of persons holding shares has increased to 51 people or more, the association is subject to re-registration in an OJSC within a year.
LLC is a commercial company, the authorized capital of which is divided in certain shares between the founders.
This legal form is one of the most popular in Russia due to simple registration, loyalty to legislation, and other factors. An LLC can include no more than 50 people, while participants have the right to engage in different kinds commercial activities.
In this way, maximum amount members of LLC and CJSC agree: it should not exceed 50 people. In addition, participants in both types of commercial entities do not need to publish their accounts annually. The authorized capital of an LLC cannot be less than 10 thousand rubles, and for a CJSC the minimum value is 100 minimum wages (that is, also 10 thousand rubles).
To start an LLC, it is necessary to prepare documents in the form of a memorandum of association and articles of association, for a CJSC - only articles of association. The joint stock company issues securities that are subject to registration with the Central Bank. It is possible to increase the authorized capital of a CJSC only through an additional issue of shares. The management structure of the LLC has a general meeting and general manager, and the CJSC has a board of directors.
conclusions
- Change in composition. If the founder of the LLC alienates his share, then this transaction requires a mandatory state registration, and the data is entered into the Unified State Register of Legal Entities. When disposing of shares in a CJSC, no changes are made to the register, a notarial certification is not required.
- Increase the authorized capital. LLC can increase the share of participants by making amendments to the constituent documents. To increase the authorized capital of a CJSC, an additional issue is required.
- Access to information about participants. Information about the founders of the LLC is freely available, information about the shareholders of the CJSC is closed.
- Managment structure. An LLC has only a general director and a general meeting, a CJSC also has a board of directors.
From the site: https://thedifference.ru/chem-otlichaetsya-zao-ot-ooo/
What is the difference between OJSC and CJSC and LLC
The main difference between LLC and CJSC is considered to be the division of the authorized capital into shares of participants in a limited liability company and into shares - in a closed joint stock company.
According to the charter of the LLC, the issue of shares is not possible, and the shares of the CJSC are securities, which are subject to the laws on securities. Members of CJSC are obliged to comply with these laws and be responsible in case of their violation.
The procedures for increasing the authorized capital in LLC and CJSC also differ. An increase in the authorized capital of an LLC occurs after documents by agreement of all participants.
For this purpose, a CJSC requires the issue of new shares, therefore, due to numerous costs, this procedure is much more complicated: additional shares are issued and amendments are made to the company's charter, their state registration is mandatory, as well as registration of additional shares.
The charter of an LLC can be drafted in such a way that the organization can be closed for access by third parties - you can completely prohibit and significantly limit the possibility of new members joining.
This is achieved by prohibiting in the charter of the LLC the possibility of alienation by the participants of their share in favor of third parties or, if necessary, obtaining the consent of all participants of the LLC for the entry of third parties. As for the CJSC, its charter is drawn up in such a way that the appearance of third parties among the participants is possible in the event of a gratuitous transfer of shares in their favor by one of the existing participants.
The receipt of profit by the participants of the LLC is stipulated in the charter, it does not directly depend on the shares of the participants.
CJSC members receive dividends, the amount of which directly depends on the category of shares they hold. The law also provides for the timing of the payment of dividends to the participants of the CJSC. All information about the participants of the LLC and their shares in the enterprise is contained in the Unified State Register of Legal Entities, and anyone who wishes can request an extract with the data of this or that LLC. Data on the members of the CJSC are entered into a special register of shareholders, the information in which is closed to unauthorized persons.
An open joint stock company (OJSC) is created to conduct business on a large scale, all of its shares are in free float. Shareholders may alienate their shares to third parties without coordinating their actions with other members of the OJSC. The subscription to the issued shares can be either open or closed.
The number of shareholders of an OJSC is not limited, and the authorized capital must be at least 100 thousand. Also, the differences between the forms of ownership lie in the methods of liquidation of a legal entity, and the liquidation of an LLC differs from the liquidation of joint-stock companies.
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What is the difference between LLC and CJSC: main differences and features
People who want to start an independent business are often interested in the similarities and differences in the organization of the most popular commercial structures, namely a closed joint stock company and a company whose liability for debts is limited by the size of its authorized capital.
But in 2009, the legislation changed, and since then the procedure for the sale of such companies has been greatly complicated. Therefore, businessmen began to register their newly created companies and firms as CJSCs.
What is the similarity between a closed joint-stock company and a company whose liability for debts is limited by its authorized capital? Let us examine in more detail the differences, as well as the pros and cons of LLC and CJSC. Firstly, both companies are commercial structures, with the division of their authorized capital into parts in accordance with the number of founders of a particular company of one of the two above types.
Second, required by law minimum size their authorized capital is exactly the same and amounts to ten thousand rubles.
Thirdly, the owner of the property of both types of society, regardless of whether it was formed at the expense of the contributions of its founders and other participants or appeared already in the process of carrying out economic activities, is the society itself, and not its participants (founders ).
Fourthly, both CJSC and LLC, as a constituent document, have only their own Charters, and the law does not require any information about their founders to be given in this document, as well as to indicate their total number.
Fifth, when registering a company of both types, its founders draw up an agreement on the creation of a new commercial structure, which has no legal force of the constituent document.
Sixth, both a CJSC and an LLC can be created by only one person, who is called the sole founder.
Seventh, the founders of both types of society can only be citizens, only existing commercial and other structures, or both.
Eighth, the law grants the participants of both CJSC and LLC the right to be informed about the state of affairs of the respective company, the right to familiarize themselves in accordance with the established procedure with the consolidated accounting documents, the right to jointly distribute the income received by the company, and upon completion of the liquidation process, the right to receiving part of the property of a CJSC or LLC in kind, or its value in money.
Ninth, for the debts of both the CJSC and the LLC, its participants bear exclusively additional, or so-called. subsidiary liability, i.e. they have to pay on them only if the property and funds of such a society itself are not sufficient to repay them.
CJSC and LLC differ from each other only in the way the participant leaves its membership. Legally, there is no way for shareholders of closed joint-stock companies to withdraw from them: they can only sell or donate their shares.
With their alienation, the membership of the participant who parted with these securities in the corresponding CJSC also terminates. The participants of the LLC, who do not issue any securities, donate or sell their shares to exit from its structure. That is, the whole difference lies in the fact that in the first case we are talking about shares that can be issued both in the form of a document (printed) and in non-documentary form, and in the second - about shares, the presence of which is confirmed only by the corresponding records.
From the site: https://wikilaw.ru/biznes/chem-otlichaetsya-ooo-ot-zao/
What is the difference between PJSC and OJSC
Among the variety of existing organizational and legal forms of legal entities, the name "Open Joint Stock Company" differed from others in that it was the most understandable.
Joint-stock company "- means that the members of this association are holders of shares of this enterprise that they bought or otherwise acquired in property. Open "as opposed to" closed "- means that these shares can be traded in the public domain, i.e.
From September 1, 2014 of the Russian Federation No. 99-FZ dated 05.05.14, which amended Civil Code, in particular in the names and contents of certain legal forms of ownership.
The name of PJSC - Public Joint Stock Company - was assigned by the aforementioned law to the same OJSC. Simply the legislator has excluded the concept of "open" (OJSC) and "closed" (CJSC) joint stock company. This means that PJSC differs from OJSC in that it is, in fact, a new name for the same association of shareholders. JSCs will exist for some more short time until changes are made to their charter. Then they must decide and become "public". The law introduces the concept of "public" and "non-public". "Public" means the same free circulation of shares and bonds of a given company.
The new law adopted amendments that increased the requirements for the regulation of some aspects of the activities of PJSCs, as opposed to OJSCs.
In addition to the fact that the signs of a PJSC are considered to be an open placement of shares and bonds, their admission to exchange trading, the company must also justify the name "public". What does it mean? PJSCs will pursue a more open information policy: more often hold shareholders' meetings, allow inspections, i.e. before the adoption of the new law, a legal entity with the organizational and legal form of an OJSC was obliged to hire a lawyer or legal organization to accompany their activities.
Now it will be necessary to use the services of special registrars to maintain a register of shares; decisions of shareholders' meetings must be certified by a notary or registrar. The requirements for auditing are also increasing.
From the site: http://www.ami-tass.ru/news/chem-otlichaetsya-pao-ot-oao.html
What is the difference between a public joint stock company and an OJSC?
What does public joint stock company mean?
Federal Law of 05.05.2014 No. 99-FZ (hereinafter referred to as 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 customary CJSCs and OJSCs have now been replaced by NJSCs and PJSCs - non-public and public joint-stock companies. This is not the only change.
What does a 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 traded on the market.
The rules on a public joint-stock company apply to JSC, the charter and name of which indicates that the JSC is public. For PJSCs created before 09/01/2014, whose company name contains an indication of publicity, the rule established by clause 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 prospectus of shares,
- exclude the word "public" from its name.
In addition to shares, the JSC can issue other securities. However, Art. 66.3 of the Civil Code of the Russian Federation provides for publicity status only for those securities that are converted into shares. As a result, non-public companies can enter into public circulation securities with the exception of shares and securities convertible in them.
What is the difference between a public joint-stock company and an open
Consider the difference from a public joint stock company. Although the changes are not fundamental, their ignorance can seriously complicate the life of the management and shareholders of the PJSC.
Disclosure of information
If earlier the obligation to disclose information about the activities of a JSC 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 by public and non-public societies, but it is for the public that liberation is much more relevant.
In addition, for an open joint stock company, it was previously required to enter information about the sole shareholder in the charter, as well as publish this information. Now it is enough to enter the data into the Unified State Register of Legal Entities.
Pre-emptive right to purchase shares and securities
The OJSC had the right to provide in its charter for cases when additional shares and securities were subject to preferential purchase by existing shareholders and owners of securities. A public joint stock company is obliged in all cases to be guided only by the Federal Law "On Joint Stock Companies" dated 26.
Register keeping, counting commission
If for JSC in individual cases Since it was allowed to maintain the register of shareholders on its own, public and non-public joint-stock companies are always obliged to delegate this task to specialized organizations that have a license. At the same time, for a PJSC, the registrar must be independent.
The same goes for the counting commission. Now, issues related to its competence should be decided by an independent organization that has a license for the relevant type of activity.
Society management
For an OJSC, the board of directors was a mandatory body only if the number of the company's shareholders was more than 50. Now, a collegial body with at least 5 members is an integral part of the PJSC. How to draw up a regulation on such a body can be found in the article Regulation on the Board of Directors of JSC - a sample.
Public and non-public joint-stock companies: what are the differences?
- By and large, PJSCs are subject to the rules previously applied to OJSCs. NAO, however, are mostly former CJSCs.
- The main feature of PAO is open list potential buyers of shares. NAO does not have the right to offer its shares on public auction: such a step by force of law automatically turns them into PJSCs even without amending the charter.
- For PAO order management is rigidly enshrined in the law. For example, there is still a rule according to which the competence of the board of directors or executive body it is impossible to include issues to be considered by the general meeting. A non-public society can transfer some of these issues to a collegial body.
- The status of the participants and the decision of the general meeting in the PJSC must be confirmed by a representative of the registrar organization. The NAO has a choice: you can use the same mechanism or contact a notary.
- A non-public joint-stock company still has the right to provide in the charter or corporate agreement between shareholders for the right to pre-emption of shares. For a public joint-stock company, such a procedure is absolutely unacceptable.
- Corporate agreements entered into with a PJSC must be disclosed. For the NAO, it is enough to notify the society of the fact of the conclusion of such an agreement.
- The procedures provided for by Chapter XI.1 of Law No. 208-FZ concerning offers and notifications of securities redemption after September 1, 2014 do not apply to JSCs, through changes in the charter that officially fixed their non-public status.
Corporate agreement in joint stock companies
A corporate agreement is also an innovation, in many respects related to PJSC and NAO. Under this agreement, concluded between the shareholders, all or some of them undertake to use their rights only in a specific way:
- take a single position when voting;
- establish a common price for all participants for their shares;
- permit or prohibit their acquisition in certain circumstances.
However, the agreement also has its limitations: they cannot oblige shareholders to always agree with the position of the governing bodies of a JSC.
In fact, there have always been ways to establish a single position for all or some of the shareholders. However, now changes in civil legislation have transferred them from the category of "gentlemen's agreements" to the official plane. Now, a violation of a corporate agreement may even become a pretext for declaring the decisions of the general meeting unlawful.
For non-public companies, such an agreement can be an additional management tool. If all shareholders (participants) participate in a 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 make Unified State Register of Legal Entities on corporate agreements, if under these agreements the powers of the shareholders (participants) are seriously changed.
Renaming of JSC into a public joint stock company
For those OJSCs that have decided to continue working in the status of a public joint stock company, it is required to amend the statutory documents. The deadline for this is not established by law, but it’s better not to delay.
Otherwise, there may be both problems in relations with counterparties and ambiguity as to which legal provisions should be applied in relation to PJSCs. Law No. 99-FZ establishes that the unchanged charter will be applied in the part that 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:
- At a specially convened extraordinary meeting of shareholders.
- At a meeting of shareholders deciding other current issues. In this case, the change in the name of the JSC will be highlighted as an additional issue on the agenda.
- Mandatory Annual Meeting.
Re-registration of old organizations into new public and non-public legal entities
By themselves, the changes can only relate to 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, it should be checked whether the provisions of the previously valid statute are in conflict with the norms of the law. In particular, special attention should be paid to the norms concerning:
- board of directors;
- the preemptive right of shareholders to purchase shares.
In accordance with Part 12 of Art. 3 of Law No. 99-FZ, the society will not need to pay the state duty if the changes concern bringing the name in line with the law.
In addition to JSC, signs of publicity and non-publicity now apply to other organizational forms of legal entities. In particular, the law now directly classifies LLCs as non-public entities. For a public joint stock company, amendments to the charter must be made. But should this be done by those societies that, by virtue of the new law, should be regarded as non-public?
In fact, changes are not necessary for non-public companies. Nevertheless, it is still desirable to make such changes. This is especially important for the former CJSCs. Otherwise, such a name would be defiantly anachronistic.
Sample Articles of Association 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, can use the sample PJSC charter.
However, when using a sample, one must first of all pay attention to the following:
- The charter must contain an indication of publicity. Without this, society becomes non-public.
- It is imperative to involve an appraiser in order to make a property contribution to the authorized capital. At the same time, in the event of an incorrect assessment, both the shareholder and the appraiser must be liable subsidiary to the extent of the overstatement amount.
- If there is only one shareholder, it may not be indicated in the charter, even if the sample contains such a clause.
- It is possible to include in the charter of norms on the audit procedure at the request of shareholders owning at least 10% of shares.
- Converting to non-profit organization is no longer allowed, and there should be no such rules in the charter.
This list is far from complete, so when using samples, you should carefully check them with the current legislation.
Public Joint Stock Company Term: English Translation
Since many Russian PJSCs carry out foreign trade operations, the question arises: how should they now be officially named in English?
Previously, the English term "open joint-stock company" was used for OJSC. By analogy with it, the current public joint-stock companies can be called public joint-stock company. This conclusion is 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 right terminology of the English-speaking countries. So, 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 counterparties. Apparently the public joint-stock company option is optimal:
- it is mainly used only for organizations from post-Soviet countries;
- clearly enough marks the organizational and legal form of society.
So, in the end, what can you say about the innovations in civil legislation concerning public and non-public legal entities? In general, they make the system of organizational and legal forms for commercial organizations in Russia more logical and harmonious.
It is not difficult to make changes to the statutory documents. It is enough to rename the company according to the new rules of the Civil Code of the Russian Federation. Legalization of agreements between shareholders (corporate agreement in accordance with article 67.2 of the Civil Code of the Russian Federation) can be considered a step forward.
From the site: https://rusjurist.ru/akcionernye_obwestva_ao/publichnoe_akcionernoe_obwestvo/v_chem_otlichie_publichnogo_akcionernogo_obwestva_ot_oao/
Comparison of LLC and JSC
| Limited liability company | Category | Joint-stock company |
| A limited liability company (generally accepted abbreviation LLC) is a business company created by one or more persons, the authorized capital of which is divided into shares; members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in authorized capital Society. | Concept | Joint stock company (hereinafter referred to as JSC) is commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the members of the Company (shareholders) in relation to the Company. |
| For the establishment of an LLC, it is sufficient to comply with the procedures for making decisions by the founders on the establishment of an LLC (making a decision, signing the Agreement of incorporation, approval of the Charter, the formation of governing bodies, etc.) and the subsequent passage of the procedures for creating an LLC in the registering authority. | Legal entity establishment | When creating a JSC, after registration procedures (similar to the establishment of an LLC), it is necessary to go through an additional stage - the initial placement of shares (issue). |
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Governing bodies |
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| The founders / participants may provide in the Charter of the LLC for the possibility of making property contributions by them without changing the size of the charter capital and the shares of participants. The charter of an LLC may provide that such property contributions may be made disproportionately to the size of the participants' shares. | The procedure for financing activities | Making property contributions to JSCs without increasing the authorized capital (with procedures for additional issues) is impossible. |
| In relation to LLC I act General requirements to legal entities for compliance with the legislation of the Russian Federation. | State control | The activities of the JSC are controlled by the Federal Financial Markets Service, including:
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| In LLC, the procedure for increasing the Criminal Code contains the need to make a decision, make appropriate contributions and register changes to the Charter with the registering authority. | Increase the authorized capital | The procedure for increasing the authorized capital, in addition to registering changes to the Articles of Association, contains the need to comply with the procedures for the additional issue of shares, which may take more than six months in total. |
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Reserve and other funds |
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The sale of shares of participants requires mandatory notarization and subsequent notification of the registering authority about the changes in the composition of the LLC participants. It should also be taken into account that:
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Sale of shares / shares | The sale of shares is carried out only through the register of shareholders, which can be maintained both by the JSC itself and by a specialized participant in the securities market.
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| The law allows the founders to be provided in the Charter with the right to leave the LLC at any time and receive actual value shares in the manner prescribed by the Charter. | Withdrawal from the membership of a legal entity | The law does not allow at any time to terminate the participation of a shareholder in a joint-stock company without a procedure for selling their shares. |
From the site: http://www.yurprestizh.ru/sravn
COMPARISON OF LIMITED LIABILITY COMPANY (LLC) AND JOINT STOCK COMPANY (CJSC AND OJSC)
Zezekalo Alexander Yurievich
Cand. jurid. Sci., Associate Professor KSU, Abakan
A limited liability company is a business company, the authorized capital of which is divided into shares of the size determined by the constituent documents. The members of the LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.
A joint-stock company is a company, the authorized capital of which is divided into a certain number of shares; members of a joint-stock company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares.
Joint stock companies and limited liability companies have a lot in common.
However, LLC is more simple legal form than CJSC. A limited liability company is the most suitable form for creating a legal entity with a small number of founders. A joint stock company assumes a more complex management structure than a limited liability company, despite the fact that it is possible to register a CJSC even with one founder.
Registration of an LLC is cheaper (in particular, because it does not imply registration of the issue of shares).
The most significant features of an LLC that distinguish it favorably from a CJSC are: a fairly simple procedure for creating a limited liability company, which involves the preparation of a package of documents established by law and sending it to the tax authority.
Unlike the creation of a CJSC, which also requires registration of the issue of shares, the process of creating an LLC is formally completed. All that remains is to register a new legal entity with various funds and open a current account in a suitable bank.
Another advantage of a limited liability company is the protection of the property interests of the members of the LLC. Each of the participants can leave the Company at any time, demanding payment of the actual value of his share or the allocation of a share in kind. But, there is one important point here.
Such a free policy is not always beneficial for the interests of the Society itself, in particular, and business in general, for which it can be dangerous. In addition, the Company does not always have free cash to pay for the share of the leaving participant, therefore, in order to satisfy the demand of the latter, the Company has to say goodbye to part of the property necessary for the operation of the LLC. Therefore, a limited liability company is traditionally considered a form of "family" business, in which there is an exclusively trusting relationship between the founders, and guaranteeing that there may not be a division of property;
From the point of view of the possibility of doing business, obtaining licenses for a particular type of activity, certification of manufactured products, etc., the factors of LLC and CJSC are also equal.
The measure of property liability of LLC participants and participants (shareholders) of CJSC is also the same: LLC participants (CJSC shareholders) are not liable for the company's obligations and bear the risk of losses associated with its activities, within the value of their contributions to the authorized capital (respectively, for CJSC - owned them shares).
Separately, it should be said about the possibility of a participant's withdrawal from society. For a participant (shareholder) of a closed joint-stock company, the law does not provide for the possibility of leaving the CJSC.
A shareholder of a CJSC may terminate his participation in it only by selling or otherwise assigning his shares to other shareholders, the company itself, or a third party, or after the liquidation of the company. As for the LLC, until July 1, 2009, the founder (participant) of the limited liability company had the right to leave the company at any time, regardless of the consent of the other participants, while he should have been paid the value of a part of the LLC's property corresponding to his share in the authorized capital. Since July 1, 2009, the possibility of a participant's withdrawal from the LLC has been significantly complicated - now the participant can also withdraw from the LLC, but only by alienating (in fact, selling) his share to the company.
Such a tightening of legislation regarding the possibility of a participant's withdrawal from an LLC, on the one hand, makes a limited liability company more reliable and stable, insuring against an unexpected situation when an LLC participant who decides to withdraw from it puts the company on the brink of bankruptcy, since the company's assets may not be enough for the continuation of his economic activity after payment to the withdrawn participant.
From July 1, 2009, any transactions on the alienation (sale, donation, assignment in any other way) of shares in the authorized capital of an LLC can only be concluded in a notarial form.
The person transferring the share and the acquirer of the share must jointly visit the notary and certify the agreement concluded between them.
After notarization, documents confirming the change in the owner of the share are submitted to the tax authority for state registration. It is not easy to certify a deal with a notary - for this you need to collect a solid package of documents (read more about this here))
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