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Step-by-step instructions for registering a CJSC or JSC. Registration and obtaining the status of PJSC - a new procedure

Registration of PJSC (public joint-stock company) makes sense, provided that the company requires third-party investments to develop and expand its sphere of influence. In this case, its authorized capital is converted into shares, and the number of their holders can be unlimited.

Registration of public joint stock companies: advantages

this is convenient way attraction of investments,
if necessary, shares can serve as collateral,
shares allow their holders to participate in the division of PJSC property in the event of its liquidation,
with a successful commercial activities company, the market price of its shares can be much higher than the nominal value.

And these are just the main advantages of this form of doing big business.

PJSC registration: the cost of the procedure

"Workshop of Business" offers you three packages of services.

"Base":
- execution of an application for registration (without notarization) and constituent documents of PJSC,
- preparation of an application for the application of a simplified taxation system.
The cost of the package is 10,000 rubles. Additional services paid separately.
"Basic +":
- preparation of documents,
- assistance in choosing OKVED codes,
- accompaniment to a notary (the procedure for certifying documents requires your presence) and to the tax office (as an alternative, it is possible for our employees to submit documents by notarized power of attorney),
- payment of state duty,
- obtaining documents from government agencies,
- printing production,
- preparation of documents that are necessary for opening a bank current account.
The cost of the package is 20,000 rubles.
"All inclusive":
Services have been added to the "Basic +" package, thanks to which the initial registration of PJSC shares will not take your nerves and time. Our staff will prepare all the documents that are required for the release valuable papers and pay the state fee.

The cost of the package is 60,000 rubles.

order service

Required documents for PJSC registration:

For individual founders:

the full name of the public joint stock company and its abbreviation,
copies of shareholders' passports and CEO,
certificate on the amount of the authorized capital and the distribution of its shares among the participants of the PJSC,
OKVED codes.

For founders-legal entities:

The above documents must be accompanied by

a copy of an extract from the Unified State Register of Legal Entities, TIN, KPP, certificate of PSRN, passport of the general director of the new PJSC,
a letter of guarantee to provide the organization with a legal address (if the client has this document).

You must also provide a telephone number for the tax office.

Possible reasons for denial of state registration:

submission to the registration authority of an incomplete set of documents,
submission of documents to the wrong registration authority.

PJSC registration procedure

First you need to hold a constituent assembly, the result of which will be a protocol. This document prescribes the choice of the form of ownership, the territory of its registration, the size of the authorized capital, the value and number of shares, etc. All these provisions will be further reflected in the Agreement and the Charter - the main constituent document of PJSC. It also prescribes the conditions for the issue of shares, the rights of shareholders, the procedure for the functioning and competence of the governing bodies, information about the branches of the company, etc.

After the charter and founding documents company, its head writes an application for registration of PJSC, certifies it with a notary and pays a fee. It will also be necessary to select OKVED codes and submit an application to the tax office for the application of a simplified taxation system.

After the PJSC is registered and you receive a letter of registration in the Statistical Register of Rosstat, you can order the production of a seal and open a bank account.

Registration of the company, namely the registration of a public joint-stock company in the Russian Federation, ends with the initial issue of shares. This is preceded by the collection of documents necessary to start the issue: issuer's questionnaires, applications for state registration of the issue of shares and other official papers. Their list will be given to you by the specialists of our company.

For these and other reasons, the question of how to register a CJSC,.

To open a CJSC, you must first decide on the constituent composition. This composition is legally limited.

Firstly, the number of shareholders should not exceed 50 people.

Secondly, entity with only one participant cannot become the sole shareholder.

And thirdly, the presence of an individual who is prohibited by law from doing business for the period of registration of a CJSC is unacceptable among the founders.

It also prohibits the participation of foreign investors in industries that are important for the state security and defense of the country. And before registering a CJSC, it is necessary to draw up an agreement of founders.

Name

Of course, CJSC is necessary in such a way as to stand out in the thick of competitors, but it will not work out freely, as there are restrictions.

Thus, the name should not serve as a pretext for racial or religious hatred and terrorism. The use of the abbreviation "RF", as well as the words and phrases "Moscow", " Russian Federation”and their forms is possible only when the state’s share in the CJSC is at least 70%.

The name should not contain the names of public movements and organizations international level. Therefore, before thinking about registering a JSC, should seriously think about its name.

Founders agreement

All obligations related to registration and collection of the required amount of documents are stipulated in the memorandum of association. It is he who regulates the relationship of the founders and is valid until the redemption of all shares of the CJSC.

Therefore, this agreement must necessarily include all the provisions necessary for registration and regulation of relations.

And no matter how well the founders treat each other, the contract must certainly spell out ways to resolve disputes.

Also, before drawing up an agreement and registering a CJSC all the nuances of the work of the founders should be written in the charter, after all, after the process of registration and payment of shares, the agreement of the founders is executed and becomes invalid.

How to choose the address of registration of CJSC

Usually, the registered office of a CJSC is the location of the main office of the legal entity.

But in cases where the CJSC does not have a permanent body, the head address of residence can become the registration address - this fact must be reflected in the application, and you should be prepared to present this confirmation.

But in the event that the address for registration of a CJSC is included in the list of so-called "mass" addresses that are already indicated in the registration of more than 10 enterprises and one-day firms, the inspection will most likely refuse to register. That's why the address should always be checked for blacklisting.

Documentation package for registration of CJSC

In order for a closed joint-stock company to be registered, it is necessary to collect a voluminous package of documents and carefully double-check them.

List of required documentation

Drafted charter of the CJSC;
Registration application in the form p-110001, signed during the registration of the CJSC either by the founders or authorized persons with the obligatory indication of their powers;
Memorandum of association, in the case of one founder - a constituent decision;
Letter of guarantee provided by the owner of the premises (a lease agreement is also accepted);
Receipts confirming the full payment of the state duty (4 thousand rubles);
Decision on the appointment of management with the application of the IIN certificate and a photocopy of the passport, as well as copies of the passports of all individual founders and their IIN certificates.

Submission of documentation

The assembled documentation package is submitted by the head to the tax office at the place where the registered address of the CJSC is located.

The decision to approve the registration of a CJSC will be reviewed and made on average five days, and if the refusal is caused by violations in the documents, then you can reapply, correcting and adding the missing papers.

Before registering a CJSC, you need to carefully select and double-check the necessary documentation package - then there will be no problems with registration, and the registration process will not take more than three to four weeks.

- one of the most common forms of company organization, which gives it a fairly wide freedom of activity, but, of course, imposes its obligations.

Why and when you need to open an JSC

The opening of a joint-stock company indicates that your company is large and serious, the company has an impressive charter and ample opportunities to work with a complex taxation system. Simply put, it's solid. In addition, this form of ownership allows you to name the company as you please, in contrast to the same individual entrepreneurship(IP). To understand whether it is worth opening an OJSC, you need to analyze the specifics of the company's activities and plans. If the company is focused on attracting major investments, constant development and expansion, as well as access to the international one, then you cannot do without the public status of the company, otherwise the placement of shares on the stock exchange will become impossible. A joint stock company implies joint control of the company, so this form of registration is almost inevitable if the business is owned not only by you, but also by several other co-founders. Of course, there is also a closed joint-stock company, but in order to receive large investments, as mentioned above, it is precisely an open joint-stock company that is needed. Joint-stock companies, among other things, are not limited in their existence by the period of life of the founder, as, for example, companies based on individual ownership. It is important to understand that changing the organizational and legal form of an enterprise means, in fact, its complete re-registration. Therefore, if your business starts with an LLC, then it will not be possible to simply and easily turn the company into an OJSC.

How to open an OJSC in Russia

It should be noted that the registration of an OJSC is more complicated and more expensive than the registration of many other forms of ownership of an enterprise. Various state fees, notary services, address registration and other services cost approximately 25 thousand rubles, and the registration of shares is already a separate process that costs around forty thousand rubles. Wherein authorized capital society must be at least one hundred thousand rubles. And remember that the OJSC is required to provide an annual report on its financial position. What steps need to be taken to open an OJSC in Russia? First of all, of course, the name is chosen and legal address. The last point is especially important for an open joint-stock company, because it is very important for investors to know where they are going. Also, before registration, the charter of the enterprise and the list of shareholders must be prepared. Only then, having collected all Required documents, you can start the procedure of registration, making a seal, opening a bank account, and only then you can register the issue of shares. It should be noted that since September 1 of this year, the concepts directly of JSC and CJSC have been abolished in Russia. An open joint stock company will now be called a public joint stock company.

How to open an OJSC in the USA

The process of registering a business in the United States is fundamentally different from domestic realities. Most of the company documentation is issued after the registration itself (director, articles of association, etc.), an application for which must be submitted to the secretary of the state in which you open a joint-stock company. Before registering, it is important to take care of the address of the company and the social security number that is needed to open an organization account. To obtain an address, you can contact a special company that provides a legal address. in different states it can radically differ (on average it is 450-850 dollars). Usually, it is easiest for a domestic businessman to contact a registered agent who helps with the development of a block of shares, a seal and other attributes necessary for the company's activities. Another important point- without registering with the IRS (US Internal Revenue Service) it is impossible to conduct business. In the United States, an analogue of an OJSC is, which are public companies. In America, this is the most prestigious form of business. An open joint stock company is the most preferred form of registration of a large business.

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You have decided to go into business and create your own Closed Joint Stock Company (CJSC). The principles of opening a CJSC are no different from LLC and OJSC. To do this, you must comply with a number of mandatory rules.

Gather around the circle of persons whom you have decided to take as partners, and make a unanimous decision to open a joint-stock company. Record this decision in the minutes of the meeting. From now on, you are called the founders. Founders can be from 1-50 people. If you open a CJSC on your own, then you also need to draw up this decision on paper. The legislation of the Russian Federation does not clearly provide prescribed form such a document. The founders must develop and adopt the Charter of the CJSC. By the meeting of the founders, you can prepare the Charter in advance and present it for discussion. If you cannot develop the Charter on your own, then contact a legal or notary office for help.

The meeting of founders evaluates the shares of the CJSC, selects the applicant for submission of documents to the Tax Authority for registration. Approves the full and abbreviated name of the CJSC. The next step is to choose audit commission, which consists of members of the CJSC (if there are more than 3 founders). Then all the shares of the CJSC are distributed among its members in the amount determined by the meeting.

Determine according to OKVED what type of activity the CJSC will be engaged in, select the taxation system. Compose a letter to certify copies of the Charter.

Pay 2 types of state fees at the bank: the fee for registering a CJSC and the fee for certifying copies of the articles of association. After that, certify the Charter with a notary.

The full package of documents, together with a receipt of payment of the state fee, the applicant submits to tax office for registration. The package of documents includes:

Application for registration of CJSC;
Charter in triplicate;
The decision of the participant or the Minutes of the meeting of the founders;
Letter for certification of copies of the Articles of Association;
Copies of passports with the data of the founders, certified by a notary.

Creation of a joint-stock company: step-by-step instruction(main steps)

General issues of the creation of joint-stock companies are regulated in Art. 98 of the Civil Code of the Russian Federation. This issue is discussed in more detail in Chapter 2 (Articles 8-13) of the Law “On Joint Stock Companies” No. 208-FZ dated December 26, 1995 (hereinafter referred to as Law No. 208-FZ, the Law “On Joint-Stock Companies”). The procedure for placing shares when creating a JSC is also regulated:

Law "On JSC" (Art. 9, 25);
Bank of Russia Regulation No. 428-P dated August 11, 2014 “On Securities Issue Standards…” (clauses 1.2, 12.1, 12.2).

Step-by-step instructions for creating a joint-stock company include several stages, during which the following actions are performed:

Preliminary agreement on the conditions for the formation of a company, preparation of draft constituent and other related documents. This stage is not provided for by law and is not mandatory, however, in practice, prior approval and elaboration, as a rule, require not only constituent documents, but also issues that must be resolved when creating a company (selection of a field of activity, study of the composition of participants, etc.) .).
Holding a meeting of founders and making a decision based on its results. If there is only one founder, then he makes the decision to create it alone. In addition, the charter of the joint-stock company is approved at the meeting.
Conclusion of an agreement between the founders of the future company. The contract document is writing and governs, among other things:

the procedure for the general activities of the participants;
the powers of the founders to create a company.

Preparation and submission to the IFTS at the location of the JSC documents for the state registration of the company.
Registration of JSC (obtaining documentation) and distribution of shares (securities) among the founders.
Approval and registration of the decision to issue securities.
Registration of a report on the issue of securities.

What you need to know before opening a JSC

JSCs can be created in the form of public or non-public companies. At the same time, public companies (hereinafter referred to as PJSC) include companies whose shares are publicly traded. Other companies are non-public.

In addition, paragraph 1 of Art. 66.3 of the Civil Code of the Russian Federation establishes that the legislative norms on public firms also apply to JSCs whose constituent documents and names contain information about their publicity (that is, PJSCs). Consequently, the question of the form of society must be addressed immediately.

The question of whether to register a PJSC or JSC is decided solely by the founders. The procedure for registration in both cases is practically the same, except for the need to submit information about the publicity of the JSC to the registration authority and to include in the constituent documents information that the JSC is public.

Registration of a decision on the creation of PJSC or JSC

The final document of the meeting of founders on the issue of the formation of a JSC and other issues related to its future activities should be a decision (Article 9 of Law No. 208). The document reflects the list of information reflected in paragraph 2 of Art. 9 of Law No. 208 and including:

decisions taken at the meeting and the results of voting on them;
information on the approval of the company's charter (we will discuss its content below);
information on the election of governing bodies, the auditor or the revision commission and the approval of the registrar.

Charter JSC/PJSC

The charter of a joint-stock company is approved during the constituent assembly. The document must include:

information about the name (short and full), address of the company;
information about shares (number, basic value, categories and type) and rights of shareholders;
information about the governing bodies, their competence and work procedure;
other necessary information.

The charter of a non-public JSC may include:

restrictions on the number of shares per shareholder and their total initial value;
the maximum number of votes per shareholder.

PJSC should reflect in this document:

publicity information;
the presence of a board of directors in the company, its competence and work procedure.

How to create a joint-stock company to attract investments and place shares

The procedure for creating a joint-stock company to attract investments is no different from the procedure for creating any other joint-stock company. The only thing that needs to be taken into account is that a JSC for attracting investments can be public (registered in the form of a PJSC). The most effective means of attracting investments is the issuance of bonds (long-term loans secured by JSC shares). Bank loans, bill loans, etc. are also used as investments.

An important stage in the formation of a JSC is the placement of shares and registration of the issue. A sufficient condition for the placement of shares before the state registration of their issue is the creation of a JSC. At the same time, their placement occurs through distribution among the participants of the company. If the JSC has one founder, then the shares, respectively, are acquired by one person.

The placement of shares during the formation of a joint-stock company is based on an appropriate agreement concluded between the founders, when a company is created by one person - on the basis of a decision. At the same time, both the agreement on the creation of a JSC and the decision of the sole founder must contain information:

on the amount of the authorized capital;
categories (types) of shares;
the price and payment of shares.

On the basis of the same documents (an agreement or a decision on the establishment), in the presence of a certificate of registration of the company, the following occurs:

transfer of shares to the issue account;
write-off of shares from the issuing account;
crediting shares to personal accounts.

These procedures are carried out by the registrar of the company.

To register an initial issue of shares, you must:

Prepare a decision on the issue and a report on the results of the issue of the company's shares.
Approve the decision on the issue of shares at the board of directors.
Approve the report on the results of the issue of shares by the head of the company.
Submit documents for state registration of the issue of shares and a report on the results of their issue to the Bank of Russia.

The state registration of the issue and the report on the results of the issue of shares during the formation of the company is carried out simultaneously.

When is a joint stock company considered established?

It is not controversial, but it may cause some difficulties to determine the moment from which a joint-stock company can be considered created (from the date of registration of a company or issue of shares).

According to Art. 8 of the Law "On JSC", a joint-stock company is considered established from the moment of its state registration, that is, the entry of information about it into the Unified State Register of Legal Entities. Moreover, transactions with shares performed by the registrar (crediting shares to the issuing account, debiting them from the issuing account and crediting them to personal accounts) are carried out on the same day - the day the company is registered by the tax service.

In the future, all activities for the registration of the initial issue of shares are carried out by the already operating company. Documents for registering the issue of shares must be submitted to the Bank of Russia no later than 30 days from the date of registration of the company.

Thus, the establishment of a joint-stock company involves the coordination and settlement of a large number of nuances. At the same time, it is especially important to resolve issues related to the choice of the field of activity, the issue of shares and their state registration.