Or an organization whose authorized capital is divided into a certain number of shares distributed among shareholders.
Dictionary of financial terms.
Joint stock company
A joint stock company is an organizational and legal form of existence and operation of enterprises that form their capital through the issue and sale of shares. A joint stock company is created on the basis of a voluntary agreement between legal entities and individuals.
A joint stock company has as its goal joint economic activities aimed at generating profits in the interests of shareholders.
In English: Company limited by shares
Synonyms: JSC, Corporation
English synonyms: Corporation, Joint stock company, Public company
See also: Joint-stock companies Organizational and legal structures of enterprises
Finam Financial Dictionary.
Joint stock company
An association of several citizens, an enterprise, an association of several enterprises that forms its capital through the issue and sale of shares.
a company that is a legal entity, the capital of which consists of contributions from shareholders and founders. A form of organizing production based on raising funds through the sale of shares. There are closed and open joint stock companies.
Terminological dictionary of banking and financial terms. 2011 .
See what "JOINT STOCK COMPANY" is in other dictionaries:
Joint stock company- a company whose authorized capital is divided into a certain number of shares. Participants of a joint-stock company (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the cost... ... Administrative law. Dictionary-reference book
Joint stock company- (Joint stock company) - a business company created by agreement between legal entities and individuals by combining their contributions for the purpose of carrying out business activities. The authorized share capital of the company is divided into... ... Economic and mathematical dictionary
Joint stock company- (English joint stock company) a trading company or other enterprise that is a legal entity, based on the pooling of capital of legal entities and (or) individuals for joint management ... Encyclopedia of Law
A business company whose authorized capital is divided into a certain number of shares. Shareholders are responsible for the obligations of the company and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own; organ... ... Economic dictionary
JOINT STOCK COMPANY, a type of partnership whose capital is divided into a certain number of shares of equal par value. Recognized as a legal entity and liable for obligations within the limits of its property. Everyone's responsibility... Modern encyclopedia
Joint stock company- JOINT STOCK COMPANY, a type of partnership whose capital is divided into a certain number of shares of equal par value. Recognized as a legal entity and liable for obligations within the limits of its property. Everyone's responsibility... Illustrated Encyclopedic Dictionary
See Joint Stock Company Dictionary of business terms. Akademik.ru. 2001... Dictionary of business terms
In civil and commercial law, a type of partnership whose authorized capital is divided into a certain number of shares of equal par value. Recognized as a legal entity and liable for obligations within the limits of its property.... ... Big Encyclopedic Dictionary
According to the civil legislation of the Russian Federation, a company whose authorized capital is divided into a certain number of shares; members of the A.o. (shareholders) are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits... ... Legal dictionary
joint stock company- A business company created by agreement between legal entities and individuals by combining their contributions for the purpose of carrying out economic activities. The authorized capital of the company is divided into a certain number of shares. Participants... ... Technical Translator's Guide
Books
- Joint-stock company in the conditions of updated legislation, G. V. Alekseev, A. S. Semenov. The book contains an analysis of the main changes made to the law “On Joint Stock Companies,” which comes into force on January 1, 2002. At the same time, the authors did not set out to present the norms of the current...
Joint Stock Company (JSC)
Joint Stock Organization, joint stock company (JSC)
Open and closed joint stock companies.
Closed joint stock company (JSC)
Closed Joint Stock Company (JSC) (CJSC)
History in the Russian Federation - The first years of Soviet power - Joint stock companies in modern times Russian Federation
Creation of a joint stock company (JSC)
Founders and constituent.
Types of contributions from company participants.
Creation of a joint stock company
Establishment of a joint stock company (JSC).
Types of institution.
Founding of a joint stock company.
The emergence of a joint stock company (JSC).
Management Board (PR).
Control Council (CC)
General Meeting (GM)
Shareholder responsibilities:
3the meaning of joint stock companies.
Shareholder protection.
Protection of employees.
Loan protection.
Protection of the public.
The existence of two types of joint-stock companies - closed and open - is a logical embodiment of the ideas of legal science and law enforcement practice
A closed joint stock company (JSC) completely excludes the possibility of a hostile takeover
CJSC shares cannot be sold to third parties without the consent of other shareholders.
In case of transformation of an OJSC into a CJSC and vice versa, it is necessary to comply with the procedures provided for the reorganization
The constituent documents of a joint stock company are the constituent documents agreement and charter
At the time of state registration of a joint stock company (JSC), at least 50% of the authorized capital must be paid
Transneft, transport, Moscow
Creation of a joint stock company (JSC).
Founders and constituent.
To establish a joint stock company, it is necessary to have founders or a founder (according to the experience of Germany there are five, the Russian Federation - one, Ukraine - two, Belarus - three), who are obliged to make contributions (pay for shares) in the manner, amount and methods provided for in the constituent documents. The founders develop the constituent agreement and charter of the company, which is certified by a notary.
Types of contributions from company participants.
The charter should stipulate in what form the contribution of the participants of the joint-stock company (JSC) is made (monetary or in kind):
With a cash contribution, the shareholder performs this transaction in the form of payment;
With an in-kind contribution, shareholders contribute to a joint-stock company (JSC) instead of money means or objects of labor, or rights to use land, natural resources, fixed assets, as well as copyrights, inventions, discoveries, patents.
Creation of a joint stock company
The founders open a subscription for shares, if it is an open joint-stock company (JSC), and publish a notice of the upcoming subscription for shares. After a certain period, the subscription is terminated. If by this time it has not been possible to cover the majority of the shares by subscription, then the establishment of a joint stock company (JSC) is recognized as failed. If all shares are distributed among the founders, then the subscription is considered completed. Appointment of the control board (audit commission), board and controllers. The supreme body of the company is the general meeting of shareholders, the exclusive competence of which includes: election of members of the board and members of the control board. For the first financial and economic year, the founders can appoint the first control board and controller to sum up the results, and the control board appoints the first board of the company.
The founders notify the public in writing about the progress of the establishment of the company. Public publication is reviewed by a supervisory board and an independent controller, usually not a member of the public company.
Registration.
The company acquires the rights of a legal entity from the moment of registration. For registration, registration applications and notarized copies of constituent documents are submitted. The state registration register contains information about the type of company, subject, goals and terms of its activities, composition of founders, company name, location, branches and amount of authorized capital.
After registration, the company has the opportunity to open bank accounts. Before being entered into the state register, the founders temporarily create a civil law society. Transactions made on behalf of the company before registration are considered concluded if they are subsequently approved by the general meeting of shareholders. Responsibility for the transaction lies with the persons who entered into it.
After submitting an application for registration and its verification, registration occurs and the data is published in the public press. State registration is a legal-creating action for a joint-stock company (JSC).
Establishment of a joint stock company.
Founder and agreement of the company.
To establish a joint stock company (JSC), at least five founders are needed, who must take over all the shares for contributions (German closed company). They develop an agreement and charter of the company. This document must be certified by a notary.
Types of institution.
The charter should indicate the type of institution being created - whether it will be monetary or property. - In a monetary institution, shareholders' contributions are made through payments.
In case of property establishment, the shareholder’s contribution to the joint-stock company (JSC) instead money may be: cars, patents (payment in goods) or other property (transfer of things).
Founding of a joint stock company.
The company is considered founded after the founders take over the shares.
Appointment of the control board, management board and controllers.
Carried out to sum up the results of the year. The founders appoint the first control board and controller to sum up the results of the first financial year. The Control Council appoints the first management board.
Reporting and checking the institution.
The founders report in writing on the progress of the establishment. This must be monitored by the management board, the supervisory board and, as a rule, also by external controllers.
The emergence of a joint stock company (JSC).
Before entry into the commercial register Republic of Germany The founders create a civil law society. Everyone who makes transactions on behalf of the company is liable personally and as a collective debtor. All founders, as well as all members of the management and control board, must apply. They must prove that all necessary in-kind contributions and contributions have been made to the fixed capital. The application must indicate what representative powers the members of the board have. All documents about the establishment must be attached. After the application has been verified by the court, registration and publication follow. As a legal entity with commercial property, a joint stock company (JSC) arises only after registration. Registration, therefore, has a legal-creating effect.
Structure of a joint stock company.
A joint stock company (JSC) consists of three elements: a board, a control board with observer functions, and a general meeting of shareholders.
Management Board (PR).
Legal status.
The executive body of a joint stock company (JSC), which manages its current activities, is the board work manages the board president board (chairman).
If the board consists of several persons, then by law they have the authority to collectively manage the enterprise and to have general representative power. The company's charter may establish powers for sole management and sole representative power. The sole management is limited by the opinion of the majority of the board members of the joint stock company. The company's charter may grant powers to one of the board members with the right to delegate powers to a trustee.
North-German joint stock company (AO) “Zellstof” Zeller with the transfer of powers to Mr. Horn.
The powers of the sole representative office and the powers of the authorized representative are entered into the state (trade) register.
Appointment and dismissal from office.
The board is elected by the general meeting, appointed by the control board, or in exceptional cases appointed by the court for a period of no more than 5 years, as stated in the company's charter. Re-appointment of board members is permitted. Members of the control board cannot simultaneously be members of the board of directors of a joint stock company. The Supervisory Board has the right to dismiss appointed members of the management board if there are serious grounds, such as violations of official duties.
Composition of the board.
The board may consist of several members or one president(directors), which is determined by the amount of the authorized capital. In joint stock companies Germany with an authorized capital of more than 3 million marks, the board must consist of at least two people. For industries with more than two thousand employees and in the mining industry of Germany, a director is additionally appointed to the board, who is appointed by the control board to manage labor, legal, social and personal affairs.
Effective management of a joint stock company with personal economic responsibility of each of its members.
Regular informing of society members. At least once a quarter, a report on the progress of financial and economic activities and the economic situation of the company is compiled and submitted to the control board.
Preparation of a report for the past budget year and a report for the inspector-controller.
Development of proposals for the rational use of the balance sheet profit of a joint-stock company (JSC) with their subsequent defense at the general meeting.
Careful and conscientious performance of functions in managing the affairs and finances of the company. Maintaining competitiveness at a sufficient level. If the debt increases, and in the event of insolvency, the board opens bankruptcy or takes the case to court for a compromise decision.
Publicity.
The composition of the board of a joint stock company and all changes in composition are entered into the state register and published in the open press. Each document or statement of the board is signed by its members. The names of board members are published in business newspapers and circular letters. Business correspondence is signed by the chairman and members of the board, indicating their positions.
Payment labor.
The board receives a fixed salary, specifically stipulated by the company's charter. In addition, the board participates in the distribution of profits at the end of the year, which certainly stimulates its economic interest. The amount of the annual increase in profit is reduced by the amount of losses, contributions are made to the company's accumulation funds, and the remainder of the profit, in accordance with the provisions of the charter, serves to stimulate the board.
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Control Council (CC)
Purpose and composition:
The control board (audit commission) of a joint stock company (JSC) is appointed in Germany for four years (in the Russian Federation for two years) and is formed according to the following rules:
In companies with no more than 2000 employees. the control board is selected two-thirds from representatives of shareholders and one-third from representatives of employees. The minimum number of members of the control board in this case is three. The charter may also regulate a larger number of shareholder representatives on the control board, depending on the volume of the authorized capital:
up to 3’000’000 marks 9 people,
over 3’000’000 marks 15 people,
over 20’000’000 marks 20 people,
In companies with more than 2,000 employees. The control board is elected on a parity basis from representatives of shareholders and employees according to the following rules:
With the number of employees from 2,000 to 10,000 people. - 12 members, of which four are representatives from employees and two from trade unions;
When the number of employees is more than 10,000 people. - 16 members, of which six representatives from employees and two representatives from trade unions;
With more than 20,000 employees -20, of which seven are representatives from employees and three from trade unions.
In fact, the laws of a developed market encourage honest ways of accumulating capital. This creates an atmosphere of confidence and trust in the relations of partners among themselves and with the state.
Payment of dividends (share capital). The General Meeting decides on the amount to be paid to shareholders from the balance sheet Profit.
Increase in profit balance. The remainder of the Profit is transferred to the new account.
Using savings. The capital accumulation of a joint stock company serves as protection for the shareholder, since shareholders are not personally liable. These savings are the financial base of the joint stock company (JSC), and it is not recommended to turn to them to cover losses. In case of bankruptcy, an appropriate decision is made regarding capital savings. If the savings exceed the standard established by law and allowed by the charter, then the excess part of the savings can be used to cover losses, if other types of savings were not used to pay dividends.
The excess amount of savings can be converted into fixed capital. Other types of savings (Profits) can be spent for the intended purpose or without it. Savings serve to ensure and expand production, to stabilize fixed capital by covering losses, increasing capital and for dividend policy. Targeted savings can be created for promising investments, for tourist travel companies, etc. The transformation of savings into authorized capital is called capital growth from the company’s funds. The capital and legal savings of German joint-stock companies can be converted into authorized capital to the extent that they together exceed 10% or a higher part of the previous authorized capital determined by the articles of association. Other types of savings can be completely converted into authorized capital. Targeted savings may only be used for their intended purpose.
The general meeting of the joint-stock company decides to increase the company's funds in a ratio of two to one. The authorized capital increases from 4 to 6 million rubles. by redistributing savings in the amount of 2 million rubles.
Publicity. The annual report and other final documents are immediately communicated to all shareholders by including statistical data in the trade register and publication of the message in the federal press. The volume and type of publication depend on the size of the company's authorized capital.
3the meaning of joint stock companies.
Joint stock companies arose in the mid-19th century, during the period of general industrialization of the economy, to meet the enormous needs of large ship, railway and industrial enterprises. Many large modern enterprises use the services of joint stock companies to finance their own technical projects. In Germany in 1992 there were about 2,500 joint stock companies. The number of transformations into this social form is increasing and is due to the need to concentrate capital for the purposes of technical progress. Low par values of shares encourage the emergence of a large number of shareholders, even if they are limited by their own funds.
Swedish share ownership is both distributed and concentrated. One in four Swedes owns a share. Ownership of key controlling interests in large enterprises is concentrated in the hands of a small number of families and large institutions. The concentration of influence is reinforced by the fact that in many cases voting rights are unequal. This means that some shares have a greater weight at the general meeting. In Sweden, the major shareholders are various institutions, whose share has recently increased significantly. Shareholder ownership is concentrated in large enterprises that own blocks of shares in other enterprises, which in turn own the next ones, etc. There is a well-known example of a large share capital of the “matryoshka” type - the ownership of the Wallenberg family.
It is known that a large number of shareholders in the state contributes to the emergence of a wide range of owners of the means of production. For this purpose, the issuance of collective shares is practiced. After the shares are issued, the company receives capital for its own management. On the other hand, shareholders can sell their own share capital at any time. Significant production volumes and concentration of capital in large joint-stock companies contribute to the creation of numerous and widely ramified connections and intertwining with other enterprises and business partners. The economic interests of business partners are protected by legal acts that stipulate possible guarantees against economic damage in the event of bankruptcy of a joint-stock company (JSC).
Shareholder protection.
Owners of a small number of shares have no influence on the board of a joint stock company. Large shareholders, joint stock trusts and banks, who enjoy deposit voting rights, have great influence. The purpose and own activities of the control board and the unconditional right of the shareholder to information force the board to conduct business most efficiently, transparently, with regular reports and communications.
Protection of employees.
Employees have their own elected representatives on the control board and the board of directors of the joint stock company (JSC). For a company with more than 2000 employees. one of the directors of the company must be selected from among the employees.
Protection loans.
Borrowers, due to the rule on anonymity of capital, are usually unknown in a joint-stock company and are not liable for the obligations of the joint-stock company. Borrowers the provisions of the law and the charter on the delimitation of rights and obligations, the publication of the annual report in the public press, the mandatory accumulation and targeted use of share capital are protected.
Protection of the public.
Managers are the heads of joint-stock companies with obligations to dispose of a significant part of the national economic capital. The consolidation of joint-stock company enterprises through the merger of capital strengthens this trend and leads to the concentration of power in the hands of a small number of people. The influence of these structures of capital societies on the economy and government policy is growing. Therefore, strict and complete transparency in the media is necessary in the public interest.
When considering and analyzing problems and proposals for their solution, without which the existence and fruitful functioning of our society is problematic, the only possible conclusion in this difficult situation suggests itself: that for the normal functioning market Ukraine and the successful introduction of relations between its subjects into the mainstream requires specific steps:
Immediate adoption and strict implementation of normative and legislative acts regulating economic activities businessmen and public sector enterprises within the national market;
Creating equal conditions for successful work enterprises of all forms of ownership and the implementation of a competent anti-monopoly policy that will prevent the emergence of monopolism in our young, not yet strong economy;
Providing state assistance in the creation and support of such new forms of ownership inherent in a market economy as private, based on individual property and labor activity of the owner, private property with the right to hire labor, joint-stock (closed and open joint-stock companies), property of public organizations, property with foreign capital at an early stage of its development
Joint-stock companies are the most appropriate means of implementing large projects that require significant involvement of financial and human resources. The scale of this organizational and legal form has led to the fact that typical mistakes and misconceptions associated with this way of doing business can lead to irreparable consequences, affecting major shareholders, top managers and even ordinary employees.
Along with other forms of entrepreneurial activity, the joint-stock company (JSC) was forgotten in the era of socialist management. Fundamental changes in the political and economic life of our country have led to the revival of joint stock companies. However, the haste in adopting legislative acts regulating this organizational and legal form, their subsequent misapplication and the lack of a legal culture of doing business have led to the emergence of a huge number of myths and misconceptions associated with joint stock companies.
The existence of two types of joint-stock companies - closed and open - is a logical embodiment of the ideas of legal science and law enforcement practice.
Nothing of the kind. Division of joint stock companies into two types represents an unfortunate legislative oversight, which over time has become ingrained in both regulations and legal consciousness businessmen. The fact is that at the stage of the initial formation of the regulatory framework carried out in the Russian Federation of reforms, the development of the RSFSR Law of December 25, 1990 “On Enterprises and Entrepreneurial Activities” and the Regulations on Joint Stock Companies, approved by the Resolution of the Council of Ministers of the RSFSR of December 25, 1990 . were mainly carried out by domestic economists. Their lack of theoretical knowledge led to the borrowing from the Anglo-American legal system of the structure of a closed joint-stock company (JSC), which received its legal development already in the Federal Law “On Joint-Stock Companies.”
It should be especially emphasized that in European countries that use this method of doing business as a limited liability company, there is no closed joint stock company (JSC). At the same time, in the USA and England The legal mechanism of closed joint stock companies is widely used, and limited liability companies simply do not exist there. Thus, closed joint stock companies are an “ineffective” backup to LLCs, introducing confusion into the system of domestic law and misleading businessmen who rely on their closure (see below for more details).
A closed joint stock company (JSC) completely excludes the possibility of a hostile takeover.
It would seem that in this case the shareholders are reliably protected from unwanted partners entering their business, because the law states that a shareholder, before selling his shares to a third party, must offer other shareholders to buy the securities alienated by him. Unfortunately, the requirement of the law is quite easily neutralized. The fact is that such a rule is mandatory only in case of alienation of shares for compensation; if there is a donation or transfer of shares by inheritance, then this rule of law does not apply.
This is confirmed by real events that took place at a Ural machine-building plant. The actual owners of the said public joint stock company were its five leading managers led by the general director: in total they owned about 85% of the shares. The remaining shares were owned by a small number individuals.
Due to the uniqueness of the products produced, they brought stable results and stood firmly on their feet, despite the negative economic situation in the country. In 1999, the main owners of the enterprise, fearing hostile actions on the part of large Moscow holding structures, decided to transform the company into a closed joint-stock company (JSC). In this regard, an extraordinary general meeting of shareholders is convened, at which the necessary decision on transformation into a closed joint-stock company is easily made.
The calm course of events at the enterprise is disrupted by the sudden death of the general director, who owned 43% of the company's voting shares. The head of the organization did not leave a will, so all the property that belonged to him passed to his son, who was the only heir. The new shareholder was not interested in the affairs of the enterprise, which forced his father's partners to think about acquiring shares. However, the price offered for the block of shares belonging to the heir did not suit its owner. Despite the refusal managers they were in no hurry to raise the price, since they believed that the heir would not be able to sell the shares to a hostile holding company without offering to purchase them to the remaining shareholders. Imagine the surprise of the managers when they learned that the company had new shareholders - the heir donated shares to three physical persons, who represented the interests of the above-mentioned holding structure (of course, for the completion of these transactions the heir received a significant amount of money, but this remained outside the scope of the gratuitous gift agreements concluded).
Subsequently, the holding organization managed to acquire (again through a gift transaction) about 10% of the shares from disinterested shareholders and put it under control joint stock company (JSC).
CJSC shares cannot be sold to third parties without the consent of other shareholders.
Indeed, such a rule was in effect for several years contracts the above-mentioned Regulations on JSC. Thus, paragraph 7 of this document provided that shares of a closed company can be transferred from one person to another only with the consent of the majority of shareholders, unless otherwise specified in the charter. Current regulations have abandoned such a legal structure. Now, if a shareholder of a closed joint stock company (JSC) decides to sell his shares to a third party, he is obliged to first offer them for purchase to other shareholders and sometimes to the company itself.
It must be especially emphasized that the rule assigning the pre-emptive right to shareholders is imperative, and therefore it cannot be limited by the agreement on the creation of the company, its charter or other internal document of the company. At the same time, the company itself can apply for the acquisition of shares only if the shareholders of this company do not use their pre-emptive right to acquire shares.
Shareholders, and where appropriate the company itself, may exercise a pre-emptive right to purchase shares if they agree to purchase the shares offered agreement at the price and on the conditions specified in the notice (offer price to a third party). If the price at which potential buyers express their willingness to purchase shares is lower than that offered by a third party or they agree to buy only part of the alienated shares, the shareholder has the right to sell them to a third party at the original stated price.
Assignment of the pre-emptive right to purchase shares is not permitted.
In order to ensure the implementation of the specified shareholder right, the current legislation provides for serious guarantees. Let us assume that a shareholder sold his shares to a third party, despite the fact that other shareholders or the company itself timely expressed a desire to purchase these securities at the specified price
In this case, persons whose pre-emptive right to purchase shares has been violated have the right, within three months from the moment when they learned or should have learned about such a violation, to demand in court the transfer of the rights and obligations of the buyer of these shares to themselves.
In an open joint-stock company, it is not permitted to establish the preemptive right of the company or its shareholders to acquire shares alienated by the shareholders of this company.
In case of transformation of an OJSC into a CJSC and vice versa, it is necessary to comply with the procedures provided for the reorganization.
With such a change in the form of doing business, it is necessary to take into account that there will be no reorganization of the company here, because the organizational and legal form of the legal entity. the entity remains the same - joint-stock company (JSC). In this case, the type of joint stock company changes. Consequently, businessmen have the right not to comply with a number of procedural aspects of the reorganization: a transfer act is not drawn up, borrowers organizations are not notified of the upcoming change in the type of joint stock company (JSC). In addition, shareholders lose the right to demand the redemption of their company shares if they voted against the transformation or did not participate in the voting. Of course, these circumstances play into the hands of the main shareholders.
The transformation of a joint stock company of one type into a joint stock company (JSC) of another type is carried out by decision of the general meeting of shareholders with the introduction of appropriate changes to the charter of the company (approval of the charter in a new edition) and their state registration in the prescribed manner.
However, for this kind of transformation, the legislation establishes restrictions, in particular the following:
The number of shareholders of a company created as a result of the transformation of an open company into a closed one should not exceed 50;
The creation of certain groups of joint-stock companies is possible only in the form of open (for example, joint-stock investment funds) or closed (joint-stock companies of employees (people's enterprises);
The size of the authorized capital of a closed joint-stock company, the participants of which intend to transform it into an open joint-stock company, should not be lower than the minimum level established for open joint-stock companies.
Unfortunately, some business managers, as well as owners of large blocks of shares, believe that the simplified procedure for changing the type of joint stock company (JSC) allows one to take liberties with other legal requirements. This position leads to very disastrous consequences not only for the transformed organization, but also for its CEO.
This is confirmed by examples from corporate practice. In 2001, one large St. Petersburg organization, ZAO X, engaged in wholesale supplies grocery products company decided to become an open joint stock company. The main shareholders of the company, in order to simplify the procedure for this process, decided not to convene an extraordinary meeting of shareholders, which would have to transform the organization. The decision to change the type of joint stock company in violation of current legislation is made by the board of directors of the legal entity. Soon after this, using connections in government agencies, businessmen registered changes in the charter, and the company continued its activities. However, six months later, one of the company’s small shareholders demanded in court to cancel the registration of these changes, as not complying with current legislation. The court upheld the plaintiff's claims, recognizing that he was right. The situation was aggravated by the fact that a criminal case was initiated against the general director of the mentioned organization under Part 1. Art. 171 of the Criminal Code of the Russian Federation “Illegal entrepreneurship”.
The constituent documents of a joint stock company (JSC) are the constituent agreement and the charter.
Nothing of the kind. This statement is true for a limited liability company, but not for a joint stock company. The agreement on the establishment of a company concluded by the founders of a joint-stock company is an agreement on joint activities to establish a legal entity. persons and does not apply to constituent documents.
At the time of state registration of a joint stock company (JSC), at least 50% of the authorized capital must be paid.
Indeed, before January 1, 2002, when creating a joint-stock company (JSC), its founders had to remember the mandatory payment of at least 50% of the authorized capital before registering the legal entity. However, the amendments to the Federal Law “On Joint-Stock Companies” that have come into force have radically changed the situation. Now the founders of the company are required to pay for at least 50 percent of the shares distributed upon its establishment no later than three months from the date of state registration of the organization. Before payment for the specified number of shares, the company has no right to enter into transactions not related to its establishment.
Transactions related to the establishment of a company, in addition to transactions for payment by distribution agreement among the founders of shares, may include transactions for the acquisition (rent) of premises for the company, office equipment, the conclusion of a bank account agreement and others not directly related to commercial (production and economic) activities society. Transactions concluded by the company during the specified period and not related to the establishment of this company may be declared invalid.
A joint stock company whose authorized capital is less than the minimum amount established by law must necessarily increase it.
This statement is not true. After all, it violates the principle: the law has no retroactive force.
The Federal Law “On Joint-Stock Companies” determines the minimum amount of authorized capital for open joint-stock companies - no less than a thousand times the amount and for closed joint-stock companies - no less than a hundred times the amount of the minimum wage established by federal law on the date of state registration of the company.
It is necessary to take into account that if at the time of state registration of a joint-stock company (upon its creation) the size of the authorized capital of the company corresponded to the level established by the legal acts in force at that time, then when registering changes made to the charter of the company or registering the charter in a new edition, the person carrying out such registration , does not have the right to refuse to carry it out on the grounds that the authorized capital of the company does not correspond to the minimum amount in force on the date of registration of changes (except for cases of amendments to the charter in connection with a decrease in the size of the authorized capital at the initiative of the company). Refusal to register changes on this basis may be appealed (challenged) in court.
A joint stock company (JSC) is required to pay dividends annually.
Current legislation does not provide for such an obligation.
The decision on the payment (declaration) of dividends, including the amount of the dividend and the form of its payment, is made by the general meeting of shareholders for shares of each category (type), including preferred ones, in accordance with the recommendations of the board of directors (supervisory board) of the company.
In the absence of a decision to declare dividends, the company does not have the right to pay, and shareholders do not have the right to demand their payment.
If necessary, during the reorganization, a joint stock company (JSC) can be merged with a limited liability company and other commercial organizations.
Unfortunately, this misconception has affected large sections of the business community. This circumstance forced the Plenum of the Supreme Arbitration Court of the Russian Federation in its Resolution No. 19 of November 18, 2003. specifically focus on this controversial issue. In particular, it was noted that the provisions of the law on joint stock companies do not provide for the possibility of reorganization through the merger of joint-stock companies with legal entities of other organizational and legal forms (including limited liability companies) or their division (spin-off) into a joint-stock company (JSC) and legal a person of a different legal form. The merger or accession of two or more joint-stock companies can be carried out in order to create a larger company, and division (spin-off) can be carried out in order to form one or more new joint-stock companies.
To create branches and open representative offices of a joint-stock company (JSC), a decision by the general director of the company is sufficient.
This is fundamentally wrong. Due to the fact that each new branch and representative office can have a serious impact on the economic situation of the parent organization, the decision on the issue of their existence falls within the competence of the board of directors. If the board of directors has not been formed, this issue should be resolved exclusively by the general meeting of shareholders and not by the executive body of the company.
Consider the following example. A large factory producing crystal products decided to create a representative office in St. Petersburg: long-term cooperation was planned with a group of Finnish companies. But due to the haste, the decision to establish a separate division was made only by the general director, and not by the Board of Directors of the joint-stock company; no changes were made to the Charter.
The situation turned out to be beneficial for the competitors of this plant. Hostile firms carried out a whole range of actions to discredit their rival. Firstly, some physical a person owning 0.5% of the plant's shares filed a lawsuit to liquidate the plant's representative office in St. Petersburg, since it was created in violation of current legislation. Secondly, Russian and Scandinavian print media published information about the “unclear legal status” of the plant’s representative office and suggested a planned scam. Concerned Finnish partners urgently asked to present at least the Charter of the joint-stock company, which would include its St. Petersburg representative office. Of course, such a request could not be fulfilled, which confirmed the indirect fears of the Finns and forced them to refuse to conclude the deal.
The General Director cannot be quickly removed from his position if he is elected by the general meeting of shareholders.
When talking about the dismissal of the general director, we should especially focus on the speed and efficiency of his dismissal. Let's simulate a situation: the director of subsidiary company B is elected and dismissed from his position based on a decision of the general meeting of shareholders. Parent organization A, which owns 77% of the voting shares of B, becomes aware of the establishment by the general director of B of a number of commercial organizations that purchase the subsidiary’s products at reduced prices for the purpose of subsequent sale, thereby causing significant harm to both the subsidiary and the parent company.
Organization A decides to dismiss an unscrupulous director; to do this, it needs, firstly, to initiate consideration by the board of directors of B of the issue of convening an extraordinary general meeting of shareholders of B; secondly, to hold a general meeting of shareholders and make a decision on the early termination of the powers of General Director V. Obviously, at least one month will pass from the moment of the meeting of the board of directors to the holding of the general meeting of shareholders, which in no way can suit the parent company, because everything During this time, the director will continue to perform his duties, realizing that the issue of his dismissal has practically been resolved.
In order to avoid this situation, the parent organization had to provide in advance in the charter of the subsidiary the possibility of the board of directors to suspend the powers of the general director and form a temporary sole executive body of the company, which would be vested with the full power of the general director. Thus, the action plan of company A could look like this: first, initiating a meeting of the board of directors to suspend the powers of the old general director and to form a temporary sole executive body of the company (the candidacy, of course, is agreed with the parent company); secondly, holding a general meeting of shareholders at which the powers of the old general director are terminated and a new general director is elected. I would like to especially emphasize that this procedure for suspending the powers of a director is possible only if it is directly provided for by the charter.
Shares owned by shareholders cannot be obtained through criminal means.
It would seem that this is really so, because the shares are not kept at home by their owners, but are in accounts under the control of the registrar. However, the criminal idea does not stand still and crude means of taking property from the population are being replaced by more elegant methods.
This is confirmed by an incident that took place several years ago. Thus, a certain limited liability company was the owner of 5,000,401 ordinary registered shares of the oil organization OJSC "X".
At the beginning of September 1999, on the basis of a transfer order, 700,000 shares were written off by the registrar from the LLC account and credited to the account of the new owner of U JSC. Two days later, a purchase and sale agreement for these shares in the amount of 15 million rubles was concluded between CJSC “U” and CJSC “Z”, as a result of which they were credited to the account of LLC “Z”.
Some time later, the general director of a limited liability company was unpleasantly surprised to learn about the write-off of securities. A criminal case was opened on the fact of fraud, within the framework of which an examination of the signatures and seals on the transfer order, allegedly signed by the general director of the LLC, was carried out. According to the conclusion of the handwriting examination, “the signature of the general director was not made by him personally, but using a graphic image of his signature “facsimile”, therefore it is not possible to identify a specific signer, the imprint of a simple round seal of a limited liability company was not applied in a printed form with a simple round seal of LLC submitted for research."
In other words, the scammers forged the signature of the general director on the transfer order and made a fake LLC seal using the stamp they had.
If the owner of the company owns more than 50% of his voting shares, compliance with the procedure provided for large transactions and interested party transactions is an empty formality.
Not at all. Even in this case, it is necessary to follow the procedure prescribed by law, otherwise it may have the most negative consequences both for the organization itself and for its main shareholders.
The fact is that while regularly giving secret instructions to the head of the company, the owners of the enterprise often forget about the need to document the approval of the conclusion of certain important contracts with them. Such negligence can have an extremely negative impact on the financial condition of the company. Competitors of an organization, having acquired at least one of its shares and having established that the company does not comply with the procedure for approving major transactions or transactions with interested parties, can legally demand the invalidity of concluded agreements.
As an illustration, here is a story that happened at the end of last year in Yekaterinburg. One local businessman controlled 80% of the shares of a large industrial plant. Of course, both the general director and members of the board of directors were nominated to their positions by this particular shareholder, who exercised constant control over their actions. Almost no contract of any significance could be concluded without prior agreement with the entrepreneur. Unfortunately, the plant was famous for its weak legal support for the transactions concluded; many of them did not undergo the necessary approval procedure either from the board of directors or from the general meeting of shareholders. The company's competitors took advantage of this omission; through dummies they acquired several shares of the enterprise, after which the newly created shareholders filed lawsuits to invalidate a number of agreements concluded by the plant. The judicial authorities agreed with the plaintiffs' demands, as a result of which the plant was forced to dismantle and return to the seller expensive equipment, also purchased in violation of company law. In addition, due to the invalidity of other smaller contracts, significant damage was caused to the business reputation of the enterprise. The most ridiculous thing in this story was that these transactions could have been approved in time by both the board of directors and the general meeting of shareholders of the company, which would have allowed the sad outcome of events to be avoided.
Thus, organizations must clearly understand which transactions fall into the category of large or interested party transactions and what the procedure for completing them is. After all, there is always a danger that these transactions will be challenged by the company itself or its shareholder (participant).
If a court seizes shares, this automatically prohibits their owners from voting at general meetings of shareholders.
Quite often, even judges confuse two separate types of interim measures - a ban on voting and seizure of shares. It was this circumstance that the Presidium of the Supreme Arbitration Court of Russia addressed in its Information Letter dated July 24, 2003 No. 72 (Review of the practice of Arbitration Courts taking measures to secure claims in disputes related to the circulation of securities).
When seizing shares to secure a claim, Arbitration court does not prohibit the owner of shares from using them and exercising the rights certified by them to participate in the management of the joint-stock company, therefore, the seizure of shares imposed Arbitration Court in order to secure a claim, it only meant a prohibition on the owner of the shares to dispose of them as an object of civil circulation.
This argument is confirmed by arbitration practice. The shareholder, in accordance with Part 2 of Clause 7 of Article 55 of the Federal Law “On Joint Stock Companies” (hereinafter referred to as the Law on Joint Stock Companies), appealed to the Arbitration Court the decision of the board of directors of a closed joint stock company to refuse to convene an extraordinary general meeting of shareholders at the request of this shareholder. The board of directors, rejecting the shareholder's request, referred to the seizure of its shares as determined by the arbitration court in order to take measures to secure a claim that was brought against this shareholder by one of its counterparties. Consequently, the shareholder could not exercise the rights certified by these shares, including the right to demand the convening of a general meeting of shareholders.
The court granted the claim on the following grounds.
In accordance with Part 1 of Article 96 of the Arbitration Procedure code of Russia (hereinafter referred to as the Arbitration Procedure Code of the Russian Federation), the arbitration court's ruling on securing a claim is enforced in the manner established for the execution of judicial acts of the arbitration court. According to paragraph 2 of Article 51 of the Federal Law “On Enforcement Proceedings” (hereinafter referred to as the Law on Enforcement Proceedings), seizure of the debtor’s property means a prohibition to dispose of it, and, if necessary, a restriction of the right to use the property, its seizure or transfer for storage.
In accordance with paragraph 2 of Article 51 of the law on enforcement proceedings, when seizing the debtor’s property for the purpose of foreclosure, the types, volumes and terms of restriction of the right to use the seized property are determined by the bailiff in each specific case, taking into account the properties of the property, its significance for the owner or owner, economic, household or other use and other factors.
Since the arrest of the shares was imposed by the Arbitration Court in order to take measures to secure the claim on the basis of Articles 90 and 91 of the Arbitration Procedure Code of the Russian Federation, then the restriction of the right of the defendant-owner of the arrested shares to use the rights certified by them (types, volumes and terms of restriction) could have been necessity was established only by the Arbitration Court itself. The arbitration court had the right to establish restrictions either directly as part of the seizure imposed on the shares or as a separate independent interim measure. The court did not introduce such restrictions, therefore the seizure it imposed on the shares was only a prohibition on their owner to dispose of them. In addition, when the court introduced restrictions on the exercise by a shareholder of any of the rights certified by the arrested shares, a ban could not be established on convening a general meeting of shareholders, since such a measure would interfere with the activities of the supreme management body of the joint-stock company (JSC).
Thus, a distinction must be made between two separate interim measures. I would like to especially note that at present, courts are increasingly using these measures in combination. This is done in order to limit the possibility of maneuver for the attacked side. Let’s say that on the eve of the general meeting of shareholders one of the shareholders was prohibited from participating in voting. However, due to the fact that no one forbade him to dispose of these shares, he can easily sell them to third parties, who will express his interests at the general meeting of shareholders.
Above, only the most common misconceptions regarding joint stock companies were discussed. It must be emphasized that such corporate ignorance not only leads to significant financial losses, but even to the complete loss of the entire business.
Guarantee function of the authorized capital of a joint stock company
In the theory of civil law, the idea is substantiated that a joint-stock company (JSC) performs a guarantee function, which is clearly stated in Art. 25 of the Federal Law “On Joint Stock Companies”. “Due to the limited liability of shareholders, this capital is the only subject for the satisfaction of its creditors, the only basis for its loan... A joint-stock company is a union not of persons, but of capital; its loan does not depend on the personal loan of one or another participant, but on the pooled capital.”
We can agree with the identification of two main measures aimed at fulfilling the guarantee function of the authorized capital of a joint-stock company, enshrined in the legislation of almost all states. This is, firstly, the actual creation of share capital, and secondly, the retention of property at the level of the amount of capital provided for in the charter. E.A. Sukhanov, in addition, emphasizes the importance of establishing in law the minimum amount of the company's authorized capital.
It seems necessary to highlight five main areas of influence of the norms of the Civil Code of the Russian Federation and the law on joint-stock companies in the field of fulfillment of the guarantee function by the authorized capital: establishing the minimum size of the authorized capital of a joint-stock company (JSC) at the legislative level; ensuring the actual formation of the authorized capital stated in the constituent document of the company; ensuring that the real value of contributions to the authorized capital corresponds to their nominal value; maintaining the value of the company’s property at a level not lower than the amount of the authorized capital; providing borrowers with additional rights in the event of a change in the amount of the authorized capital.
Establishment of the minimum size of the authorized capital of a joint-stock company at the legislative level. on joint stock companies establishes the minimum size of the authorized capital of joint stock companies. For an open joint-stock company (JSC), a minimum of no less than a thousand times the minimum wage is established, for a closed joint-stock company - no less than a hundred times the amount. The law does not establish the obligation of the company to increase its authorized capital, despite the constantly changing minimum wage. The legislator has established a higher minimum authorized capital for joint-stock companies wishing to operate in credit, insurance, investment and other areas in order to obtain the appropriate license.
Such an exception to the general rule is determined by the peculiarities inherent in these types of activities and increased social responsibility to society and the state. Establishment at the legislative level of the minimum size of the authorized capital of a joint-stock company, as a legal entity. a person who is the “ceiling of liability”, bearing “independent and exclusive property liability”, is also typical for foreign legislation.
Ensuring the actual formation of the authorized capital stated in the constituent document of the company. In order to ensure the actual creation of the authorized capital of the joint-stock company (JSC), clause 3 of Art. 99 of the Civil Code of the Russian Federation prohibits open subscription to shares of a company until the authorized capital has been paid in full. The Civil Code of the Russian Federation and the law on joint-stock companies establish a rule according to which all shares when establishing a joint-stock company must be distributed among the founders (clause 2 of article 25 of the law on joint-stock companies and clause 3 of article 99 of the Civil Code of the Russian Federation).
At the first stages of the development of joint-stock companies, legislation was criticized in the domestic legal literature that required or allowed the distribution of all shares of the future company among the founders - I.T. Tarasov called such a foundation “inflated” and advocated a ban on this method of distributing shares, highlighting as reasons the possibility of facilitating the game on the stock exchange, the possibility of abuse when the founders make natural contributions, the harmful nature of monopolizing the benefits of a successful enterprise, etc. Public and equal for He considered everyone to subscribe to the shares of a joint-stock company as the only correct way to form the capital of a joint-stock company.
Thus, the prohibition of public subscription when establishing a joint stock company (JSC) is not a characteristic tendency of shareholder law. There are other mechanisms for monitoring the legality of establishing a joint-stock company, provided for in the norms of not only civil, but also public branches of law. In addition, the problem of so-called “failed” companies due to non-distribution of all declared shares of companies is eliminated. In the literature, however, there are proposals to make a public subscription when establishing a company. Thus, M. Antokolskaya proposes, if the founders retain a fairly large stake (up to 50 percent), for a certain number of years, allow the distribution of the remaining shares among an indefinite number of persons.
The formation of the authorized capital is possible if the size of the authorized capital corresponds to the value of the shares representing it, in this regard, Art. 36 of the Law on Joint Stock Companies establishes that payment for company shares placed upon its establishment, as well as additional shares, is made at a price not lower than the par value of these shares. At least 50% of the company's shares must be paid for within three months from the date of registration of the company, the rest - within the period established by the charter, but not more than a year. Additional shares must be paid for in full (Article 34 of the Law on Joint Stock Companies). Shareholders who have not fully paid for the shares bear joint liability for the obligations of the company to the extent of the unpaid portion of the value of the shares they own.
Ensuring that the real value of contributions to the authorized capital corresponds to their nominal value. It is equally important that the authorized capital of a joint-stock company (JSC) is not only formally fixed and shares are placed, it is necessary that the capital is actually filled with liquid assets. For this purpose, the legislator establishes rules for assessing non-monetary (in-kind) contributions made by participants to the authorized capital. It is also prohibited to release a shareholder from the obligation to pay for the company's shares, including by offsetting claims against the company (Clause 2 of Article 99 of the Civil Code of the Russian Federation).
When a company is founded, the valuation of property contributed as payment for shares is made by unanimous decision of the founders. When paying for additional shares, the value of the property is determined by the board of directors (supervisory board) of the company in accordance with Art. 77 of the law on joint stock companies. But in any case, the monetary value of such property cannot be higher than the value of the valuation made by an independent appraiser, who must be involved to determine the market value of non-monetary contributions, unless otherwise established by federal law (Article 34 of the Law on Joint Stock Companies).
The procedure for assessing contributions has always caused serious disagreement. The very possibility and expediency of contributing, for example, intellectual property as a contribution to the authorized capital is often questioned. So, for example, V.V. Dolinskaya proposes to use the experience of developed countries, where exemplary procedures for assessing property and intellectual property exist and are successfully applied: it is proposed to limit for a certain period the right to alienate shares received in exchange for tangible assets. Moreover, the original owners of shares issued in exchange for a contribution in the form of intellectual property obligations can alienate their shares only after they prove to the general meeting of shareholders the real economic efficiency of their intellectual contribution. At the same time, of course, a reservation is made that such a restriction of rights must be based on the law, and, above all, on the fundamental Law of the state of the Russian Federation. Currently, appraisers offer rules for determining the value of intellectual property, for example, Standards of the Russian Society of Appraisers, Standards of the Association of Intellectual Property Appraisers IPEA, etc.
Maintaining the value of the company's property at a level no lower than the size of the authorized capital. Maintaining the value of the company's property at a level not lower than the amount of the authorized capital is ensured by rules establishing requirements for the ratio of the value of net assets assets company with the size of its authorized capital. The rules governing the payment of dividends, rules prohibiting the acquisition by the company of its own shares, or the return of the contribution made to the shareholder on other grounds, are also aimed at achieving this goal.
Under the cost of net assets joint-stock company is understood as a value determined by subtracting from the amount of assets of a joint-stock company (JSC) accepted for calculation, the amount of its liabilities accepted for calculation. If the value of the company’s net assets at the end of the second and each subsequent fiscal year turns out to be less than its authorized capital, the company is obliged to announce a reduction in its authorized capital to an amount not exceeding the value of its net assets. If the value of net assets is less than the minimum authorized capital, the company is obliged to make a decision on its liquidation. If the company does not make an appropriate decision within a reasonable time, the borrowers have the right to demand from the company early termination or fulfillment of obligations and compensation for losses.
In addition, if these decisions have not been made, the body carrying out state registration of legal entities, or other state bodies or local government bodies, which are granted the right to make such a claim by federal law, have the right to submit to the court a demand for the liquidation of the company (Article 35 of the Law on joint stock companies).
As noted by S.K. Elkin, the size of the net assets of a joint stock company in the first two years of its existence may be less than the authorized capital, which is not a violation of any regulatory requirements, since the authorized capital must not be paid immediately, but within a year; moreover, no sanctions are provided , if in the second year of its existence the company has not yet managed to generate net assets exceeding the size of the authorized capital. It should be noted that in practice, the authorized capital is often not paid in full for many years. One should also agree with the opinion of I.A. Belov that if, after the approval of the “passive balance sheet” (that is, a balance sheet with a negative net asset value), the company has operated for at least another year and the annual balance sheet has been approved, but whose net assets exceed the size of the authorized capital, a claim for forced liquidation must be filed society is no longer possible.
But not all researchers consider it justified to establish in law the requirement for the ratio of the authorized capital and the size of the company’s net assets. Thus, V. Rutgaiser, speaking against such strict legislative regulation, cites, in particular, the following as arguments: incomparability of the valuation of property acquired in equal periods, the specifics of industry activities, exchange rate differences, etc.
M.G. Iontsev also believes that provided for in paragraph 6 of Art. 35 of the Law on Joint Stock Companies, the obligation to liquidate a joint stock company (JSC) in connection with the excess of the authorized capital over the amount of net assets is unjustified. In fact, the liquidation of a legal entity due to a decrease in the value of net assets is an accelerated bankruptcy procedure. Secondly, as the author notes, the possibility of such liquidation can be used by shareholders to “show off relations”, and, consequently, as a weapon of shareholder blackmail.
It is also prohibited to make a decision on the payment of dividends until the entire authorized capital of the company has been fully paid. The source of payment of dividends can only be companies. Only when paying dividends on preferred shares of certain types does the law allow the use of funds from company funds specially designated for this purpose (Article 42 of the Law on Joint Stock Companies).
According to the legislation of Russia, a joint stock company (JSC) does not have the right to make a decision on the payment of dividends on shares, as well as to pay already declared dividends, if as a result of this the value of the company’s property will decrease so much that it will not be able to fulfill its obligations to shareholders and borrowers (repurchase shares in accordance with Article 76 of the Law on Joint Stock Companies, pay the liquidation value preferred shares, repay bonds), in particular if the company shows signs of insolvency. Let us note that in practice there is an overstatement of asset items in order to distort the actual property status of the company in order to formally comply with the requirement of the ratio of the value of net assets and authorized capital.
Providing borrowers with additional rights in the event of a change in the amount of the authorized capital. The guarantee function of the authorized capital is also manifested in the fact that the company’s borrowers are provided with additional benefits in the event of a decrease in the amount of the authorized capital.
The stability of the authorized capital is a feature of a joint-stock company, which is determined by the method of transferring the share of participation in the company to the shareholder. Exit from a joint stock company (JSC) is carried out through the purchase and sale of shares, and not by allocating a share from the company’s property, as in limited liability companies. In other words, the authorized capital remains intact.
So, the amount of the authorized capital recorded in the constituent documents is intended to express the value of the minimum amount of property of the joint-stock company. However, the authorized capital is largely a liability to guarantee the property rights of creditors. It is often quite difficult for counterparties to judge the financial condition of a joint-stock company (JSC) based on the amount of authorized capital specified in the charter. The real value of the property of a joint-stock company may be lower than the amount of the authorized capital not only due to losses incurred by the company or incomplete payment of shares, but also due to a biased assessment of the natural contributions of participants.
What are secret joint stock companies hiding?
In the Russian Federation there is a whole army of enterprises that involuntarily became joint-stock companies as a result of the privatization of the 1990s. Their controlling shareholders and management are not interested in transparency and successfully circumvent many legal requirements for data disclosure.
Secret of the country.
In early October, on the website of Tulamashzavod OJSC, which produces weapons for the ground forces and navy, as well as laser equipment, diesel engines and other civilian products, one could find the issuer’s quarterly report relating to January-March 2009. There is no more recent document, although the FFMS regulations on information disclosure require its publication within 45 days after the end of each quarter.
But even in the legacy report, many fields are left blank. Referring to the law on state secrets, the company does not disclose, for example, revenue, profitability, labor efficiency, and capital adequacy. It is unlikely that this financial information will be of interest to spies. Meanwhile, this OJSC has over 15 thousand shareholders - a rather compelling argument in favor of greater transparency.
Leading analyst of the Olma Investment Fund Anton Startsev, who regularly reads the reports of many issuers, is calm: “There are enterprises in the defense sector that publish very meager data, but this is not a trick, but a specificity industry" In reality, the problem with second- and third-tier companies, according to him, is not the delay in publication deadlines and concealment of data, but the fact that many do not prepare more objective financial statements in accordance with IFRS, limiting themselves to Russian standards.
“The situation can be simply absurd,” says an emotional participant in an online discussion on the topic of data disclosure, who introduced himself as Sergei. - One company classifies the number of employees, but discloses accounts receivable. Another OJSC (located next to the first), on the contrary, discloses its headcount, but keeps its accounts receivable secret. And all this with reference to the same law on state secrets!”
"F." compared the reports of Tulamashzavod and the Tula Arms Plant (the latter with the number of shareholders in the register - over 9 thousand). For example, for Tulamashzavod the state secret is the average number of employees, the ratio of raised funds to capital and reserves. The Tula Arms Plant publishes all this, but unlike its “colleague”, it puts dashes in place of data on accounts payable to suppliers, contractors, personnel and the budget.
I won't tell anyone anything.
The law mentioned contains the most general formulations that make it possible to classify almost any financial and production indicators of defense industry enterprises as state secrets.
How are things going in others? industries?
For obvious reasons, small joint-stock companies - firms of the third and fourth echelons - are considered the most closed. Their lack of direct motivation for transparency is reinforced by their fear of raiders. Sometimes this is compounded by insufficient training of personnel responsible for documents. issuer. “It is third-tier enterprises that most often violate the procedure for publishing reports and other information required for disclosure. The problem has existed for a long time and is associated with the influence of a number of factors - ranging from a lesser degree of control over such companies by the regulator and ending with the low qualifications of management, including financial ones.”
Analysts from one of the brokerage houses cited the example of the agricultural structures of the St. Petersburg holding company Phaeton. One of them, Koporye, is registered as a closed joint stock company, but the number of its shareholders exceeds 500, which means it is obliged to publish quarterly reports. It is very difficult to find the Koporye disclosure page on the Phaeton website. But even if the search is successful, it will be of little use: there are no quarterly reports at all. And the last annual document dates back to 2007. According to the law, it must be published on the Internet within two days after approval by the meeting of shareholders and signing of the relevant minutes.
“I have seen that in the quarterly report issuer indicates that the accounting records are located in the application. However, this application cannot be found. In the balance sheet itself, the grouping of Income and Expenses is specifically changed, while the organization does not provide comparable data for the same period last year. As a result, it is impossible to understand what is really happening with the business,” describes the tricks that AO, one of F.’s interlocutors, resort to.
Try to find it.
OJSC Kuban Steppe (over 700 shareholders, shares admitted to the MICEX) does not have a full-fledged corporate website. Previously, messages about material facts were published on the resource of the registrar KRC. But the latest information there refers to 2008. "F." I barely found the new disclosure page: Russian search engines hardly notice it, since the domain is registered in the com zone.
Meanwhile, the regulatory document FFMS requires free and unburdened access to information published on the Internet. The obligation to publish quarterly reports arises for all issuers who registered a prospectus of securities (including bonds), placed shares through an open subscription or distributed through a closed subscription, in which the number of acquirers exceeded 500. From June, the requirements apply to issuers of exchange-traded bonds.
Small joint stock companies may periodically change the addresses of their disclosure pages, making the path to reporting more thorny. And to gain free access to the archives of five authorized news agencies, where all messages from issuers must be duplicated, you will have to sign up for a paid subscription. In other cases, organizations resort, for example, to the multi-domain trick: documents are published not on the corporate official website, but on some other one.
On the website of the Tuymazinsky concrete truck plant (shares are traded on the MICEX and the RTS), the “information for shareholders” section is completely empty, and there is no link to a page located on a third-party resource where the reporting is actually published.
And yet, perhaps the simplest and most common violation is delay in publication. Reports appear with long delays and lose relevance by the time they are published. Thus, the last document of the Volga textile company (1.8 thousand shareholders in the register) dates back to the fourth quarter of 2008.
There were no CHIFs.
Separate mention should be made of the former check investment funds transformed into OJSC. Many of them do not provide even minimal information to their shareholders.
Let's say Hermes-Planet OJSC (over 50 thousand shareholders) scheduled a general annual meeting for June 4, but has not yet notified the voting results. "F." I have already described the tricks of this OJSC with quarterly reports. To gain access to the Hermes Planet documents, those interested were asked to register on the website. The visitor filled out the form and waited for confirmation to his email address to no avail. Now you simply click on a link that supposedly leads to the latest “quarterly report for 2008”, but an empty text file is downloaded.
The former People's CHIF (over 600 thousand shareholders) was merged with Energotransbank in 2006. It has not published the issuer's reports since 2003.
Sources
Log John “Collective ownership of workers (review of American experience)” // “USA: economics, politics, ideology” 1991 No. 10
Campbell McConnell, Stanley L. Brew “Economics” // Moscow 1992 vol. 1 p. 51
Samuelson P. “Economics” // Moscow 1985 p. 293
Studentsov V. “German experience” // “ME and MO” 1993 No. 11
Shepelev L.E. Joint-stock organizations in the Russian Federation. L., 1973; Buranov Yu.A. Corporatization of the mining plant industry Ural. 1861-1917. M., 1982;
Sapogovskaya L.V. Gornozavodskaya Urals at the turn of the 19th-20th centuries. (to the characteristics of monopolization processes). Ekaterinburg, 1993. Alan Greenspan Economic and mathematical dictionary - a business company whose authorized capital is divided into a certain number of shares. Shareholders are responsible for the obligations of the company and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own; organ... ... Economic dictionary
A joint stock company (JSC) is an enterprise whose authorized capital is divided into a number of shares. Each of these parts is represented in the form of a security (share). Shareholders (participants of a joint stock company) should not be liable for the obligations of the enterprise. At the same time, they may incur the risk of losses within the limits of the value of the shares they own.
JSC essence
A joint stock company is an association that can be either closed or open. Thus, shares of an open joint stock company (an open form of joint stock company) are transferred to other persons without the consent of the shareholders. And the shares of a closed joint stock company (a closed form of a joint stock company) can only be distributed among its founders or other persons agreed upon in advance.
Creation of an enterprise
A joint-stock company is an entity based on an agreement on its creation. This document is called an agreement on joint activities aimed at creating a company. It becomes invalid only after registration of the given company as a legal entity. Then another constituent agreement is drawn up - the charter.
The highest management body of a joint-stock company is the general meeting of shareholders. The executive body of such a company can be either collegial (in the form of a board or directorate) or individual (for example, in the person of the general director). If the company has more than 50 shareholders, then a supervisory board must be created.
A company is classified as a subsidiary if it is dependent on a parent company or partnership.
Definition of JSC
A joint stock company is an enterprise whose authorized capital is divided into a certain number of shares. In this case, the founders (shareholders) do not have to be liable for the obligations, but they may incur losses in the process of carrying out the activities of the enterprise in the amount of the value of the shares owned by them.
It is also necessary to take into account the fact that if the founders do not fully pay for their shares, they must bear joint liability for all obligations of the JSC in terms of the unpaid value of the shares owned by them.
The corporate name of a joint-stock company is a name with a mandatory indication of its shareholder status.
Types of joint stock companies
This type of enterprise can be divided into two main types:
- An open joint stock company is a company whose shareholders have the right to alienate shares owned by them without the consent of other shareholders. This JSC conducts an open subscription for shares issued by it. At the same time, this enterprise must publish annual reports every year for public review.
- A closed joint stock company is a company whose shares are subject to distribution among the founders or a certain circle of persons. The authorized capital of a joint stock company is the shares distributed among them.
Package of constituent documents
The enterprise in question is created either by several persons or by one citizen. If the founder acquired all the shares of the enterprise, then according to the documents he is recognized as one person. The charter of a joint-stock company is a document that contains information about the name of the company and its location, the rights of shareholders and the procedure for managing the activities of the joint-stock company.
The founders are characterized by joint liability for those obligations that arose even before its registration. The company is responsible for the obligations of shareholders that are associated with its creation, subject to the approval of the general meeting of founders.
The charter is the constituent document that is approved by the shareholders and contains certain information. The property of a joint-stock company is the investments of the founders, which are secured by the relevant agreement, which does not apply to the package of constituent documents. This agreement contains information regarding the procedure for shareholders to organize activities to create an enterprise, the amount of the company's authorized capital, and the procedure for their placement.
Essence of authorized capital
The authorized capital is a kind of nutrition for a joint stock company. Let's take a closer look at what this is.
The authorized capital of a joint-stock company is represented by the total nominal value of the enterprise's shares, which were acquired by the founders with the determination of the minimum amount of the enterprise's property. At the same time, the interests of all creditors of the company must be guaranteed. The release of the founder from the obligation to pay for shares (even when it comes to offsetting claims) is not allowed. It is necessary to take into account the fact that when creating a JSC, all shares must be distributed among the founders.
If, at the end of the year, the value of the assets of the joint-stock company is lower than the authorized capital, the company announces and must register in the prescribed manner a decrease in the amount of the authorized capital. If the size of the authorized capital is assessed below the minimum approved by current legislation, then in this case the enterprise is liquidated.
An increase in the size of a joint stock company may be adopted at a general meeting of shareholders. The mechanism for such an increase is an increase in the nominal value of the share or an additional issue of securities. In this case, one nuance must be taken into account. An increase in the amount of the authorized capital may be allowed after it has been fully paid. In no case can this increase be used to cover losses incurred by the enterprise.
Joint stock company management
As mentioned above, the main governing body of a joint-stock company is the general meeting of its founders. Their competence includes resolving issues regarding the authorized capital of the enterprise, forming a supervisory board and selecting an audit commission, as well as early termination of the powers of these bodies, liquidation or reorganization of the company, as well as approval of annual reports.
In a joint stock company where the number of shareholders exceeds 50 people, a board of directors, called the supervisory board, can be created. It is within its competence to resolve issues that cannot be considered at the general meeting of shareholders.
The executive body is the board, directorate, and sometimes simply the director or general director. This body carries out the current management of the enterprise. He is accountable to the general meeting of founders and the supervisory board. By decision of the general meeting, the powers of the executive body are sometimes transferred to another organization or to a separate manager.
Thus, summing up the material presented, one can judge the complex system of functioning of a joint-stock company, the structural elements of which are: the management body, the executive body and ordinary shareholders.
Among the wide variety of organizational and legal forms of business entities, the most popular is the joint stock company (JSC). From the name it is clear that this type of legal entity is directly related to shares and shareholders. What is a joint stock company, what are its features and what types exist today - all these questions concern novice businessmen. Moreover, relatively recently, changes were made to the Civil Code of the Russian Federation regarding the usual organizational and legal forms of joint stock companies.
What is a joint stock company?
Creating a commercial enterprise (the purpose of which is to make a profit) requires certain investments, and often it is not possible for one person to raise the entire amount. In this case, he teams up with other people in order to jointly create a single company. The main question that we have to face is how to determine the contribution of participants, as well as to divide profits and responsibilities (losses) between them? This problem is easily solved with the help of a share - a security that reflects the shareholder’s contribution to the creation of the company and determines the part of the profit (dividend) that he can receive depending on the size of his invested share. An enterprise organized in this way is precisely a joint-stock company.
The promotions serve the following purposes:
- allow you to receive investments to create joint-stock enterprises;
- clearly reflect the contribution of each participant and the share of profit that he is entitled to;
- determine the risk - the holder of the security in the event of the bankruptcy of the company does not lose anything except the share itself;
- give the right to manage the company - the right to vote at the meeting of shareholders.
Advantages and Disadvantages
Joint-stock companies have many supporters and critics. This form of organization does not lose its relevance, and with each new year the participants open an increasing number of joint-stock companies. Of course, a joint stock company implies more complex and expensive management and everyday work, but at the same time it opens up many opportunities for its members that are not available to other business entities.
This form of organizing entrepreneurial activity allows one to attract investments from many participants into one company, even those who, for one reason or another, cannot engage in business themselves. In addition, limiting liability to the amount of invested funds allows you to invest in promising but at the same time high-risk projects. There are also many other advantages that make the joint stock form of ownership convenient and applicable where it is necessary and possible to reduce the scope of responsibility. This circumstance is especially significant in conditions of economic instability, when an unpredictable situation in production can cause massive losses and debts, which may not be covered by all the property.
In addition to the convenience of raising funds and limiting liability, other advantages can be highlighted:
- Indefinite period of existence and preservation of the original form of the company and its data, regardless of the composition of participants (the period of validity of individual entrepreneurs and LLCs is limited by the life of their founders).
- Professional management. As a rule, it is handled by professional managers, and not by each participant individually, which gives greater confidence in the proper investment of funds.
- Protection of personal property from claims of credit institutions.
- The ability to leave the company at any time by selling your securities to other shareholders.
- Kudos. JSCs today are recognized as respected structures, and their participants have significant economic and social significance.
- Availability of various ways to generate income - in the form of dividends, from the sale of shares, transfer of securities on debt, etc.
- Availability of capital. JSCs have the opportunity to raise additional funds by issuing shares or obtaining loans on favorable terms.
The first thing that scares away entrepreneurs is the organizational process, namely its complexity, duration and the presence of a large number of papers and conventions that accompany each amendment in the work of the company in question. The management body that makes important decisions at the enterprise is the meeting of shareholders, but at the same time, responsibilities related to management and leadership are delegated to the executive body (general director, executive directorate or board), which often becomes the cause of serious conflicts between structures, since for some the main the task is the correct redistribution of income for the further preservation of society, and for others - to extract maximum profit.
In addition, minority shareholders (shareholders of companies with a small number of shares) simply lose their leverage over management as the total number of shareholders grows. The inability to control the management can provoke a real management crisis.
There are also a number of other disadvantages:
- The need to undergo state registration. After this, the JSC must pay all necessary contributions to the tax office, pension fund, etc. Quarterly reports to the state are also the responsibility of joint stock companies.
- Openness of society. This means that the company must annually publish its reports, disclosing profits and losses, and inform about the redistribution of securities between shareholders. All this is additional information for competitors.
- The inability to exercise control over the resale of shares, which may lead to a change in control over the company.
- Double taxation. First, the profit of a joint-stock company is subject to the appropriate tax, and then - tax on income received in the form of dividends (paid by shareholders).
There is also a risk of financial abuse - the issuance of unsecured shares and the use of other cheating schemes. Therefore, it is very important to make a balanced decision, assessing real opportunities and prospects.
What is the difference between a joint stock company (CJSC) and a PJSC (OJSC)?
Literally three years ago, all joint stock companies were divided into two types: CJSC (closed) and OJSC (open). In September 2014, this terminology was abolished, and was replaced by a division into public and non-public companies. In short, the difference between these forms lies in the method of distribution of shares. If securities are placed on an exchange that provides open access to a wide range of people, then this is a public company; if not, then it is non-public.
Referring to the content of Article 66.3 of the Civil Code of the Russian Federation, we can highlight a number of differences between public and non-public JSC:
- For PJSCs, for the most part, the rules that previously applied to JSCs apply; NJSCs are, as a rule, former CJSCs.
- An OJSC differs from a JSC in the minimum amount of its authorized capital: for a PJSC – 100,000 rubles, for a JSC – 10,000 rubles.
- The main feature of a public form is an open list of potential buyers of shares, while NJSC cannot offer securities at public auctions (by law, this step automatically makes them a PJSC even without amendments to the Charter).
- The management procedure for PJSC is strictly established by law. For example, the rule remains to this day that the powers of the supervisory board or executive body cannot include issues that are subject to discussion at a meeting of shareholders. The NAO, on the contrary, has the right to delegate some of these issues to the board (directorate). In addition, a non-public JSC can, if desired, replace a collegial body with a sole one, as well as make other amendments to the competence of the executive body.
- The status of shareholders and the decision of the general meeting in a public company must be confirmed by the holder of the register. Non-public companies have the following choice: they can enlist the same mechanism or resort to the services of a notary.
- A non-profit joint-stock company is allowed to include in the Charter or corporate agreement between shareholders the right to pre-emptive purchase of securities. This procedure is unacceptable for PJSC.
- Agreements between company participants concluded in a PJSC are subject to disclosure. For non-public companies, disseminating information about the fact of concluding a corporate agreement is sufficient. Its content, unless otherwise provided by law, may be kept secret.
- The number of participants in a joint stock company (holders of securities) of a non-public form of organization cannot exceed 50, while in a public company there are no restrictions regarding the list of shareholders.
- Credit institutions are wary of closed JSCs. A public company is easier to control, and therefore investors are more willing to cooperate.
Responsibility of participants
The JSC is liable for its obligations with all the property entrusted to it (real estate, funds in the cash register and on the current accounts of the enterprise, securities, etc.). It is not responsible for the obligations of its participants, just as shareholders are not responsible for the obligations of the company.
Important: Participants bear the risk of losses associated with the operation of the enterprise only within the framework of their personal contribution to the authorized capital of the joint-stock company. This is confirmed by the provisions of the law. In particular, clause 1 of Art. applies to JSCs. 96 of the Civil Code of the Russian Federation and clause 1 of Art. 2 of the Law on JSC.
The current legislation on business companies provides for several main types of shareholder liability:
- Joint and several liability of participants for the obligations of the enterprise in the event of non-payment of the cost of their shares or contribution to the authorized capital of a legal entity (according to paragraph 1 of Article 2 of the Law on JSC).
- Subsidiary (additional) liability of shareholders for the company's obligations in the event of insufficient company property to pay its creditors. If the insolvency of a company is caused by shareholders or persons who have the right to indicate or in any way determine the actions of the company, then the named participants, in the event of insufficient property of the legal entity, may be assigned additional liability for its obligations. However, the liability of participants occurs only when they use their rights or opportunities, knowing in advance that this will entail the insolvency of the company.
Joint stock company - examples
Non-profit joint-stock companies include Magnit, TransTeleCom, Monolitspetsstroy, while public joint-stock companies include Lukoil, Sberbank of Russia, MMC Norilsk Nickel, Orient Express Bank, Gazprom, etc. d.
Having studied the peculiarities of the functioning of a joint-stock company, we can conclude that this form of organization is attractive mainly for large enterprises with sufficient financial resources and the broadest production potential. As a rule, such companies (namely, powerful industrial and economic complexes) form the basis of the economy of any industrialized country.
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I would like to emphasize that today in the Russian Federation it is large enterprises in the form of joint-stock companies that make a significant contribution to the country’s gross domestic product, thereby gaining some leverage on state policy through lobbying their interests.
What is a modern joint-stock company, what types of joint-stock companies exist today, how they work, what are their advantages and disadvantages, in what cases does it make sense to open a joint-stock company for your business - we answer these and other questions in our new publication.
Joint stock company: the essence of the organizational and legal form
JSC can be recognized as a widespread form in which entrepreneurs invest their business. At the same time, not every activity makes sense to be carried out with the help of a joint stock company. For example, it is better to register a car service center, a store, a workshop and even their network in another structure, maybe even simply register it as an individual entrepreneur.
What is the essence of such a form of legal entity as a joint-stock company, and who is more profitable to work like this? First, let's look at the laws. Thus, the Civil Code, which we will quote below, classifies joint stock companies as a special category of legal entities: specifically, business companies.
Business partnerships are corporations, that is, legal entities whose founders acquire the right of membership in the created organization. In this regard, JSCs are seriously different from other organizations. For example, the head of an institution does not have the right to a share of ownership in it. And the founder owns the property of the institution (or has the right of disposal), but is, as it were, outside this structure.
The property of legal entities of other types, other than JSC, often belongs to the owners in some physical form: in the form of real estate, equipment, transport, etc. Moreover, such property may belong to one owner or several. It is different in the case of joint stock companies.
A joint stock company differs from other similar legal entities in that its capital is formed, essentially, by contribution. Moreover, the participants do not each have their own property: one, say, premises, another – machines, the third – transport. Property is expressed not in any physical objects, but in numbers, in shares of monetary capital contributed by one or another participant.
As a result, the form of a joint stock company acquires high stability (which we will discuss in more detail in the section on the advantages and disadvantages of joint stock companies). In such a structure, it is impossible for one of the important co-owners to decide to “leave the game” and take away an important part of the property from the business. For example, key equipment of the technological cycle. A co-owner in a joint-stock company, deciding to leave the business, simply sells his shares at market value. Or, in the case of a non-public joint-stock company, the shares are bought by the remaining partners in the business (a simple direct transaction is drawn up). Shares cannot be taken and thrown away; they are a “fireproof” financial instrument and can only either depreciate on the stock exchange or “disappear” during the liquidation of the joint-stock company.
Joint-stock companies are created exclusively for commercial purposes: all activities are carried out for the sake of one thing - profit. Charitable, social, and cultural goals are implemented in other legal entities. In the social sphere, for example, non-profit organizations are created.
The JSC form is used where truly large investments in a business are needed. On the basis of share capital, for example, banking structures, the mining industry, large transport companies (railroads, air carriers, etc.) operate. As a rule, the scale of such companies is very large; they extend their influence at the regional and even federal level. Basically, it is precisely this hugeness that is the reason for the creation of a joint stock company, because capital investments are really needed.
Types of joint stock companies
When creating a joint stock company, it is necessary to carefully study all legislative acts regarding the work and reporting of such legal entities. Recently, many changes have taken place, mainly concerning the relevant articles of the Civil Code. Please note that, starting from 2014, forms such as open joint stock company and closed joint stock company are no longer used. Societies began to be called public and non-public. Lawyers note that the current PJSC and NJSC are not entirely similar to OJSC and CJSC; more on this in our article.
So, the most important feature of a PJSC, that is, a public joint stock company, is that it can list its securities for free trading, and the number of owners, shareholders, is not limited. There could be dozens, hundreds, or thousands of co-owners.
Ownership shares, when it is decided to operate in the form of a non-profit joint stock company, are distributed among a limited number of owners and are not released for free circulation on the market. If a non-public joint-stock company somehow begins to sell shares and offers them to an unspecified circle of people, it turns into a public joint-stock company and, from the point of view of the law and regulatory authorities, is obliged to report in detail on its work.
Detailed characteristics of joint stock companies
Both types of joint stock companies discussed in the article have quite sharp differences, not only in terms of free trading of shares. The matter concerns management and other nuances.
For a PJSC, it is mandatory to indicate in the charter, in the name of the word “public”, while for a non-profit joint-stock company only the organizational and legal form is indicated.
To open a NAO, it is enough to have 10,000 rubles in reserve, while a public company requires a capital of 100,000 rubles or more.
As for the board of directors, a public company must have one, but a non-profit joint-stock company has the right not to create a board if there are fewer than 50 shareholders. This rule makes managing small joint-stock companies much easier.
Public joint stock companies: features
Since a PJSC can trade shares, the requirements for them are higher in terms of reporting and management. The fact is that people from a wide range of citizens are involved in the activities of PJSC, and the company is sometimes responsible to thousands of shareholders.
The PJSC is managed on the basis of an approved charter, with the highest management body being the meeting of shareholders. It is held annually by decision of the board of directors; the initiative may also belong to the control and audit commission.
If the number of shareholders is large enough, it is physically impossible to gather hundreds of co-owners in one place and at one time. Then they do it in two ways. Either absentee voting is carried out (for example, by mail) by filling out a pre-prepared ballot, or the number of shareholders entitled to vote in the general meeting is limited.
The General Meeting makes the most important, strategic decisions concerning the existence and development of the organization. The rest of the time, the joint-stock company is, as a rule, managed by the board of directors as the highest executive body of the joint-stock company.
If a JSC operates as a public company, detailed reporting on many parameters must be published every year. It is also important that anyone can look into such reporting: documents are posted in the media, and always on the JSC website.
Shareholders meeting
The highest management body of a joint stock company, as already mentioned, is the meeting of shareholders. The meeting is held every year, it decides how to evaluate the results of work, who to elect to the board of directors, how much dividends to pay (and whether to pay).
There is also such a form of management as an extraordinary meeting of shareholders. It is convened when important issues arise regarding the activities of the joint-stock company; the holding of extraordinary meetings is regulated by law (Law “On Joint-Stock Companies”).
Non-public joint stock companies
The main characteristic of the NAO is its “closedness” from the external market. The shares are kept within a strictly limited circle of participants; people are not allowed here simply for money. The form is less common than a PJSC; it is chosen when they want to report less to authorities and have greater freedom in all management issues.
If one of the shareholders wants to get rid of their share by selling it, NJSC shareholders have a pre-emptive right to purchase these shares, thus maintaining the principle of “non-publicity” of the JSC.
Unlike public ones, non-public joint-stock companies are not obliged to publish information about their activities and their results to such a wide extent, but report only to a certain circle of people. Thus, the NAO has greater freedom in management; moreover, the number of shareholders is quite limited, and large-scale absentee voting is not required. At the same time, NAO loses the opportunity to raise capital through the open sale of shares. Which form is more appropriate to choose is decided purely individually, based on specific conditions.
In the case of a PJSC, by decision of the shareholders, the management of the enterprise can be delegated to the hands of the board of directors or a sole director.
Non-public companies, in addition to closed joint-stock companies, also include LLCs (limited liability companies) if their activities do not have any signs of a public nature.
Charter of a joint stock company
The charter is the main, but far from the only document on the basis of which a joint stock company is registered. The charter, in addition to information and full name, legal address, nature of the JSC’s activities, must contain information on the size of the authorized capital, management bodies, shares of the company, etc.
A carefully prepared charter is the cornerstone of further successful activities. The text should not contain provisions that can be interpreted ambiguously, since the charter is the most important document in disputes and strategic decision-making.
Corporate agreement of a joint stock company
In addition to the charter, today a corporate agreement may be used in the activities of a JSC. It is an agreement in which participants commit themselves to act in a certain way. For example, vote the same way.
It can be seen that the corporate agreement is also an innovation from 2014. The terms of a corporate agreement apply only to those persons who entered into it and do not create any obligations for parties who are not parties to the agreement.
Responsibility of members of a joint stock company
Participants in a joint stock company are not liable for its obligations and may suffer losses only in the amount of the value of the acquired shares. This is the fundamental difference between the owner of a share in a joint stock company and an individual entrepreneur. The latter, according to the law, is liable for his obligations with all the property belonging to him.
Joint stock company: advantages and disadvantages
A joint stock company is a “two-faced Janus” that exists both as an organization and as a collection of all shares issued by the company. It is the joint stock form that makes it possible to practically unlimitedly increase and combine capital; the main thing is the attractiveness of the joint-stock company for shareholders. And, of course, commercial success.
There is no risk for shareholders other than the risk of losing their investment in the shares. In the event of bankruptcy of a JSC, the owner of a block of shares is liable with his property for the obligations of the organization. At the same time, the shareholder is free to choose the amount he is willing to risk by purchasing this or that number of shares.
A joint-stock company is considered a very stable structure from the point of view of capital: in the event of the sale of blocks of shares of any volume, the departure of any number of shareholders, the company does not disintegrate, but continues to function in the market.
Stability is complemented by the fact that at the helm of a joint-stock company, as a rule, there are professional managers specially hired to manage the business. Each individual shareholder cannot influence the adoption of operational decisions, but only indirectly vote at the annual meeting on strategic issues.
Shares of successful companies have the property of high liquidity. Therefore, the owner can realize his market share at almost any time, returning the capital invested in the joint-stock company. In this case, the property has an “impersonal” character, expressed in a certain price. Unlike owning buildings or means of production, you do not need to spend a long time looking for buyers, discussing the terms of transactions, drawing up a lot of documents, etc.
Shares are a very interesting financial instrument that can generate income in several ways. Firstly, there are dividends. Secondly, the rise in stock prices. Thirdly, there are methods of making a profit when shares are lent to someone, etc.
It is important that the form of a joint stock company is the most prestigious in the eyes of the public and indicates the serious nature of the business, its scale and responsibility.
The shareholders of large companies often include the state, and this not only ensures an influx of large shares of capital, but also high prestige, which works great for the image of the business.
In addition to advantages, joint-stock companies also have some disadvantages. The main one is, paradoxically, openness. The potential for unlimited capital growth turns into threats. This is the risk of a massive resale of shares, when the composition of the owners changes so much that there is a danger of losing control over the joint-stock company.
The need for open publication of detailed reports entails an information threat: published information can be used by competitors for market struggle. Of course, we are not talking about the form of a PJSC, but such companies cannot sell shares on the free market.
During the decision-making process, there may be misunderstandings between managers and shareholders. There may be cases when management tries to transfer maximum benefits from the business to its own benefit, to the detriment of the interests of shareholders.
A joint stock company is a complex structure, and therefore management and reporting here are also very complex and rather cumbersome. A non-professional is not able to understand all the management issues of such an organization; it requires the involvement of specialists, sometimes very expensive ones.
However, the positive aspects and opportunities of the joint-stock company still outweigh the risks. In addition, it is often impossible to build a business in a different organizational and legal form, especially when it comes to large-scale projects. When serious investments are needed in infrastructure, equipment, scientific and technological developments, a joint-stock company is the most correct choice among all other forms of business entities.
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