The authorized capital of a joint-stock company is created taking into account the specifics of such, associated with the issue of securities - shares. In this regard, shareholders are recognized as founders, who must redeem (or pay) the shares in cash or.

General information about the authorized capital of a joint-stock company

Authorized capital (UK) is or any property that is transferred by the founders of the organization as a contribution to ensure its statutory activities. The transferred funds do not participate in financial and economic activities in the literal sense, however, if necessary, they can be used to increase other capital or cover losses.

The legislation clearly states that any organization must have an authorized capital, and without it, it does not have the right to carry out its activities legally. Since different companies have different organizational and legal forms, their management companies, under the influence of this factor, can also have their own forms, characteristics and features of formation.

They are fixed in the regulatory legal acts of the Russian Federation, and each company is obliged to have these funds in the prescribed amount. If they are not enough, the enterprise cannot exist and conduct its activities, and therefore the founders need to foresee all the changes associated with these funds in advance.

What does the law say about the authorized capital of a joint-stock company, will tell the video below:

Normative fixing

As for, the procedure for creating its authorized capital is regulated by Article 99 of the Civil Code of the Russian Federation. It contains the main points to which you need to pay special attention. Thus, the Criminal Code of a joint-stock company is formed from the sum of the nominal value of all shares redeemed by the participants-shareholders.

If a shareholder acquires any number of shares, he is obliged to pay them in full, that is, to redeem them at par value. Note that payment involves the transfer of not only cash - the shareholder has the right to contribute other securities or property for shares, as well as grant property rights to any objects. All means, except for money, must also be defined in monetary terms, so that it can be understood exactly how many shares a shareholder claims and is entitled to. by agreement between other shareholders with the possible involvement of experts in the field of property valuation.

Before a joint-stock company begins to carry out its direct activities, it must fully place shares among shareholders. In other words, you cannot start an activity if the shares are in free form, that is, they do not belong to anyone. JSC will start its activity only after the moment when its MC is fully formed and paid.

Art. 99 of the Civil Code of the Russian Federation correlates with another legislative act of the Russian Federation - the Federal Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ. According to this law, a JSC has the right to place ordinary shares, as well as one or more types of preferred shares at will. All shares are uncertificated, that is, they do not write who they belong to. This ownership is recorded in a special register of securities holders, which indicates the full name of the owner of the shares, his passport data, the number of redeemed shares, their type and nominal value.

Par value of shares

The nominal value of the shares acts as an indicator - the nominal value fixed on the shares and which means exactly how much monetary assets from the management company are accounted for by this share. The nominal price of one company is always equal to each other for ordinary shares and is equal to each other in a certain group of preferred shares.

• The nominal value of shares belonging to different groups of preferred shares is not always equal.
• The nominal price of all preference shares issued by a joint-stock company cannot exceed 25% of its fixed charter capital.
• The number of shares, their type and par value must be recorded in the constituent documents, since they contain information about the authorized capital of any enterprise.

Useful information on the formation of the management company of JSC is given in this video:

Size and shaping

Federal Law No. 208-FZ of December 26, 1995 establishes the minimum value of the authorized capital of joint-stock companies. According to this document, the minimum value of the authorized capital of a JSC depends on what type it belongs to - public or non-public:

1. if the joint-stock company is created in the form, the minimum value of its formed and registered management company is 100 thousand rubles;
2. if a joint-stock company is created in the form, the minimum value of its formed and registered management company is 10 thousand rubles.

Previously, there were also such legal entities as OJSC and CJSC, which had their own size of the UK, but now they are no longer used.

The legislation provides that the authorized capital of a JSC can be legally increased by one of two methods:

• increase by additional issue of shares. Such a decision is made either at a meeting of shareholders or at the board of directors;
• increase by raising the nominal price of shares. Such a decision is made at a meeting of shareholders.

If a decision was made to issue (issue) an additional volume of shares for , their nominal value is set based on the market price of the shares.

The legislation of the Russian Federation also provides that a joint-stock company has the right, and in certain cases the obligation, by redeeming the issued shares or lowering their nominal price. The decision to downgrade the charter capital is fixed at the general meeting of shareholders. Decreasing the authorized capital is prohibited if, as a result of this measure, its value becomes lower than the established minimum amount of the authorized capital of a joint-stock company. If a decision is made to reduce the authorized capital by reducing the nominal price of shares, the JSC is obliged to transfer to its shareholders part of the funds as compensation or equal to the difference between the old and new nominal value.

Both an increase and a decrease in the charter capital must be registered by the joint-stock company with state regulatory authorities. In addition, this event should be reflected in the constituent documents, since they should contain only reliable information about the amount of the authorized capital that exists at the moment.

Accounting for the authorized capital of JSC

The authorized capital of a joint-stock company, its formation and change must be mandatory by compiling certain corresponding entries on the accounts. The most common of these might be:

The procedure for the formation of the authorized capital of joint-stock companies is established by the Federal Law of December 26, 1995 No. 208-FZ "On Joint-Stock Companies" (hereinafter - Law No. 208-FZ).

The authorized capital of a JSC consists of a certain number of shares of various types with a fixed par value and, therefore, represents, on the one hand, the company's own funds as a legal entity, and on the other hand, the amount of shareholders' contributions.

A joint-stock company forms its authorized capital through the initial issue of shares, that is, the sale of shares to their first owners (investors).

Shares are property securities that certify the rights of their owners to a part of the net profit of a joint-stock company in the form of dividends, participation in management and a share in the property of a joint-stock company in the event of its liquidation and are divided into two categories:

privileged - do not give the right to vote at the general meeting of shareholders (except in cases specified by the charter of the company), bring fixed dividends, give priority rights to the distribution of property upon liquidation of the joint-stock company. The share of preferred shares in the total authorized capital of a joint-stock company must not exceed 25%.

The size of the authorized capital, the number and par value of shares, the ratio of ordinary and preferred shares, the rights granted by these shares are determined by the meeting of shareholders, indicated in the charter of the company and registered with the relevant bodies.

Joint stock companies are of two types: open and closed.

An open joint stock company may freely place its shares among an unlimited number of persons. JSC is obliged to annually publish for general information the annual report, balance sheet, profit and loss account. Shareholders have the right to freely alienate their shares without the consent of other shareholders.

Shares of a closed JSC may be distributed only among the founders or other predetermined circle of persons. The number of CJSC participants should not exceed 50 people. Shareholders of a CJSC have the right to pre-emptively acquire shares sold by other shareholders of the company in proportion to the number of shares owned by each of them, unless otherwise provided by the charter of the company.

When a joint-stock company is established, the amount of debt of the founders for payment of shares to be placed (in the amount of the authorized capital of the JSC) is reflected in the credit of account 80 "Authorized capital" in correspondence with the debit of account 75 "Settlements with the founders", sub-account 75-1 "Settlements on contributions to the authorized (share) capital.

Upon actual receipt of funds in payment for outstanding shares, entries are made on the credit of account 75, sub-account 75-1, in correspondence with cash accounts.

In accordance with Art. 34 of Law No. 208-FZ, payment for shares distributed among the founders of a company upon its establishment can be made in money, securities, property or property rights. Monetary valuation of property contributed as payment for shares during the establishment of a company is made by agreement between the founders. In some cases (provided by law) an independent expert assessment is required.

Analytical accounting for account 80 should be organized in such a way as to ensure the formation of information on the founders of the organization, stages of capital formation and types of shares. To do this, it is advisable to open the following sub-accounts for account 80:

80-1 "Declared capital" - in the amount specified in the charter and other constituent documents;

80-2 "Subscribed capital" - for the value of the shares for which the subscription was made;

80-3 "Paid-in capital" - for the cost of shares sold;

80-4 "Withdrawn capital" - for the amount of redeemed shares.

primary document		Corresponding accounts
As of the date of state registration of JSC
	The authorized capital of JSC is reflected in the amount of the nominal value of the shares intended for placement
As of the date of approval of the report on the results of the share issue
	Reflects the value of the shares subscribed by the shareholders
As of the date of depositing cash for shares
	Reflected payment of 50% of the value of the outstanding shares
	Reflected the receipt of fixed assets, intangible assets, materials, goods, securities in payment for shares
	FROM The value of paid-in shares is included in paid-in capital
As of the final payment date for the placed shares
	Reflected payment by shareholders of the remaining part of the placed shares
	The cost of paid-in shares is reflected in paid-in capital
The authorized capital was increased due to the additional issue of shares in JSC
	Reflected the increase in the authorized capital at the expense of shareholders
	Funds contributed by shareholders
The authorized capital was reduced due to the repurchase of shares from shareholders
	Reflected the cost of shares purchased from shareholders
	Payment for shares bought back from shareholders of JSC
	The authorized capital of the joint-stock company was reduced by redeeming the shares bought back from the shareholders
	The difference between the redemption price and the par value of redeemed shares is reflected:
	income is reflected (the excess of the par value of shares over their book value)
	loss is reflected (the excess of the actual value of shares over their nominal value)

Hello! In this article we will talk about the authorized capital of a joint-stock company (JSC).

Today you will learn:

1. How the authorized capital of JSC is formed;
2. How to increase or decrease it;

To open a new enterprise and start the working process, an authorized capital is required. It is the nominal value of the shares acquired by the founders of the company. The authorized capital of a JSC is one of the most important financial and economic indicators. It helps to determine the volume of activity and the real state of financial affairs in the enterprise.

The main functions of the authorized capital of JSC

The newly created society does not have the property or finances to start production. Its founders must contribute a certain amount by formally "loaning" their money or property to the firm. In return, they will receive shares and profits in the form of dividends.

In addition, the authorized capital of JSC performs a number of functions:

• serves as a starting platform for a new project;
• determines the minimum amount of various property within which the JSC will be responsible to shareholders;
• forms the amounts within which the founders will fulfill their obligations;
• helps to determine the share of each participant in the division of profits.

Some economists refer to the authorized capital as a joint-stock company's loan to the founders, which will be returned after its closure. In domestic economic practice, a one-time foundation is used. Under it, the established enterprise can start working only after 100% of the minimum capital amount has been deposited into the account.

The amount of the authorized capital of the joint-stock company

For a new company, the amount of the planned authorized capital is formed depending on some clarifying factors:

• public or non-public is a new society;
• the specifics of its industrial or commercial activity.

Many enterprises that are focused on long and profitable work tend to have as much authorized capital as possible. This increases its stability in the volatile financial market and makes the JSC more attractive in the eyes of its clients.

All investors agree in advance on the amount of investments among themselves at the founding meeting. The size of the authorized capital of the JSC must be documented in the charter of the new enterprise, as well as:

• in the founding agreement of the joint-stock company, if several people participate in the creation;
• in the decision to establish a new company, if it has one owner.

Depending on the successful conduct of business and the receipt of cash investments from the founders, other circumstances, the amount may change in any direction.

Minimum authorized capital of a joint stock company

Recent amendments to the current JSC Law established a minimum amount of authorized capital. It is approved in the amount 100 thousand rubles for public and everything 10 thousand rubles for a non-public company. The specified minimum authorized capital of a joint-stock company is necessary for the registration of a new enterprise.

For some part of joint-stock companies, a higher minimum capital threshold is indicated. This is due to the nature of their activities. Most popular examples:

In addition to the requirements for the minimum amount of investment in the authorized capital, for such joint-stock companies there may be restrictions in the form of:

• the maximum amount of non-monetary contributions;
• a special list of property and property that can be contributed to the authorized capital.

In the process of inefficient activity, it may turn out that net assets in terms of the total amount have become less than the permissible minimum amount of authorized capital. Such companies are legally subject to liquidation.

Stages of formation

The description of the procedure for creating the authorized capital is established in the JSC Law. There are two main stages, which are conditionally divided in relation to the time of the creation of the society:

1. The value of the authorized capital of a JSC is formed at the stage of opening a new enterprise. This is the starting amount, which cannot be lower than the minimum by law.
2. Decrease or increase in capital throughout the life of the enterprise.

When creating the authorized capital, several forms of payment can be used:

• monetary form;
• movable or immovable property;
• various securities;
• some intellectual property.

When choosing non-monetary payment methods, the shareholder must obtain the unanimous approval of the other founders.

Formation of the authorized capital of JSC

The law determines that after completion of the registration of a new JSC, at least 50% of its issued shares are paid by the founders within up to 3 months. The rest of the amount is paid by the founders during the year. Sometimes the charter may specify a shorter period.

Until payment for the first half of the shares is paid, the company cannot carry out its production activities. It is limited to the conclusion of transactions related to the organization of the establishment process (rent of premises for an office, opening bank accounts, etc.). At the same time, violation by the founders of the terms of payment may incur fines or penalties. Shareholders who have not fully or partially paid their share will also be liable for all financial transactions and operations within their share. It includes the unpaid part.

If new contributions to the charter capital of a joint-stock company are made in the form of property, a preliminary assessment is given by the supervisory board of the joint-stock company. In addition to determining the market value, an independent appraiser is involved.

Sometimes there are situations in which the company has the legal right to reduce its authorized capital. It could be on voluntary or mandatory basis. An enterprise faces the latter situation if:

• within a year after the acquisition of his own shares, for various reasons, he failed to sell them;
• the total value of net assets based on the results of work turned out to be less than the volume of the authorized capital.

With a voluntary option, the decision to reduce is made by voting at the general meeting. Shareholders must choose the method and timing of the procedure. The reason may be various economic and financial factors, problems within the enterprise.

The reduction of the authorized capital is carried out in two main ways:

• the total number of all types of shares is reduced;
• the nominal value of each individual share is reduced;
• shares previously acquired (for various reasons redeemed) by the company are redeemed.

When using any option, the authorized capital may be reduced to the minimum limit established by law.

To make a decision on the need to reduce the authorized capital, a general meeting is held. Shareholders must discuss and vote on such important issues:

• what method to choose for the procedure;
• how much to reduce;
• types and number of shares to be redeemed;
• the nominal value of the shares, which will remain after the reduction;
• the timing of the entire procedure.

1. If the denomination method is chosen, approval is required three-quarters of the votes.
2. When choosing the option to reduce the total number of shares, it is required majority vote of all those present.
3. When redeeming previously acquired shares - overwhelming majority of shareholder votes.

After the decision is made, the company notifies the state registration authorities and its creditors of the start of the process of changing the authorized capital. In parallel, changes are made to the charter of the enterprise. If the reduction was carried out by redeeming shares, the enterprise is obliged to submit a special notice to the state body conducting the registration of securities.

Notice of reduction of authorized capital

An important point in the entire capital reduction procedure is the observance of the rights of all creditors. The law provides for their mandatory notification by publishing in the specialized periodical "Bulletin of State Registration". Such publication is carried out twice, but with a break of one month. The notice must contain information:

• the name and location of the joint-stock company, all its details and identification number;
• the chosen method, amount and conditions of capital reduction;
• description of the procedure for filing claims and claims for creditors.

Failure to comply with the deadline for publication or the indication of false information may be the basis for refusing to register new changes regarding the reduction of capital in the articles of association.

Increase in the authorized capital of JSC

The authorized capital of a joint-stock company consists of several types of shares with different denominations. You can increase the size:

• increase in the par value of shares;
• placement of additional shares.

The decision to increase the authorized capital of a joint-stock company is discussed and adopted at a specially convened meeting of shareholders. With an increase in the value of actual shares, the change occurs at the expense of internal reserves and the property of the JSC itself. This method is used quite rarely, usually to increase the "attractiveness" among potential investors.

If it is planned to increase the amount of capital by placing an additional block of shares on the market, the decision must be made by the Board of Directors of the JSC. An additional issue may be carried out at the expense of the enterprise itself or third parties who purchase these shares. The interests of the actual shareholders are observed by giving them the pre-emptive right to acquire them.

Formation of the authorized capital of a JSC created as a result of reorganization

The formation of the authorized capital of a joint-stock company in this case is carried out only from property (or other valuable property) of the reorganized company. They are created on the basis of a merger, transformation or allocation of part of the capital into a separate enterprise.

The size of the authorized capital of this company may be less or more than that of the reorganized enterprise. Legislatively, there are no restrictions and limits that should be taken into account when forming it.

But it cannot be:

• less than the amount adopted at the meeting on the reorganization of the company;
• less than the minimum allowable capital of JSC specified in the law.

A little more difficult is the formation of the authorized capital when allocating a share . With this method, the statutory fund or other types of property of the reorganized enterprise is reduced by the amount required to create the enterprise.

If a new company is established through reorganization, the par value of preference shares must account for no more than 25% of all issued securities.

Depending on the chosen form of reorganization, the formation procedure can be determined by the following documents:

• decision of the meeting of directors on reorganization;
• accession agreement;
• an agreement on the merger of several joint-stock companies;
• decision on reorganization by division, adopted at the general meeting;

When creating a new joint-stock company through a complete reorganization, the law does not oblige all the property allocated under a special separation balance sheet to be used for capital formation. Therefore, it may contain only a part of the property, property or money of the old enterprise.

Hello! In simple terms, a joint-stock company is such an organizational and legal form that is created with the aim of pooling capital and solving business problems. In this article, we will consider in detail how PAO differs from NAO.

AO classification

Until 2014, inclusive, all JSCs were divided into two types: CJSC (closed) and OJSC (open). In the autumn of 2014, the terminology was abolished, and the division into public and non-public companies began to operate. Let's take a closer look at this classification. It is worth considering that these terms are not equivalent, not only the terms themselves have changed, but also their features and essence.

Characteristics of public and non-public companies

Public joint stock companies (abbr. PJSC) create capital through securities (shares), or by transferring fixed assets into securities. The functioning of such companies, their turnover must fully comply with the Federal Law "On the Securities Market", adopted in the Russian Federation.

Also, taking into account all the conditions set by the legislator, publicity should be mentioned in the title.

Non-public companies include limited liability companies and joint-stock companies (JSC).

We will consider the comparative characteristic using the table below. It clearly presents important criteria for benchmarking, although this list is not exhaustive.

Table: Comparative characteristics of PJSC and NAO

Indicators for benchmarking
Name	The presence of a name in Russian, a mention of publicity is required	The presence of the name in Russian, with the obligatory indication of the form
The minimum allowable amount of the authorized capital		10.000 rub.
Allowed number of shareholders	Minimum 1, maximum unlimited by law	Minimum 1, maximum unlimited by law
Availability of the right to conduct an open subscription for the placement of shares	Available	Missing
Possibility of public circulation of shares and securities	Maybe	No such right
Presence of a board of directors or a supervisory board	Availability required	It is allowed not to create if there are no more than 50 shareholders

The main features of public joint-stock companies are as follows:

• The number of shareholders is not limited;
• Free circulation of shares is allowed.

If we talk about the authorized capital, then its size is also determined by federal law. The formation of the authorized capital of PJSC occurs due to the fact that shares are issued for a certain amount of money.

The size of the authorized capital in this case is such a value that can vary, decrease or, conversely, increase. It depends, first of all, on how the shares are redeemed. As can be seen from the table above, the amount of the authorized capital is 100,000 rubles.

As practice shows, control by inspection bodies is more stringent than in other cases. This is explained, first of all, by the fact that all the statutory documents indicate that this company is as open as possible to third parties. That is, it is quite clear that the company's shares can be purchased by citizens. Accordingly, supervisory authorities demand maximum transparency and accessibility of all data.

For more information on this issue, please refer to the Civil Code of the Russian Federation.

Statutory documents

The main document for PJSC is the charter. As a rule, it reflects all the provisions governing the activities of the organization, and also contains information about openness.

The charter details all the procedures for issuing shares, and also contains information on the accrual and procedure for paying dividends.

Availability of property fund and shares

PJSC property funds are formed, first of all, due to the turnover of the organization's shares. At the same time, the net profit that will be received during the organization's activities can be included in the property fund. The law does not prohibit this.

Governing bodies of PJSC

The main body for the implementation of management activities in PJSC is the general meeting of shareholders. It is usually held once a year, initiated by the board of directors. If such a need arises, the meeting may be held at the initiative of the Audit Commission, or based on the results of an audit.

It often happens that a PJSC issues a large number of its shares on the market, then the number of shareholders can number more than one hundred people. Gathering them all at the same time in one place is an impossible task.

There are two ways to solve this problem:

• The number of shares whose owners can participate in the meeting is limited;
• Discussions are held remotely, using the methodology of mailing questionnaires.

The meeting of shareholders makes all important decisions on the activities of PJSC, plans events for the development of the company in the future. The rest of the time, management duties are performed by the board of directors. Let us explain in more detail what kind of governing body it is.

In large companies, the number of board members can be up to 12 people.

Forms of management activity

Formed on the basis of the legislation of European countries. Usually this:

• Meeting of all shareholders;
• Board of Directors;
• CEO in a single person;
• Control and Audit Commission.

As for the types of activity, it can be any, not prohibited by the law of our state. There can only be one main activity.

Some activities require licensing, which can be obtained after the PJSC completes the registration procedure.

The legislation of the Russian Federation requires all PJSCs to post the results of their annual reports on the official websites of companies. In addition, the results of activities for the year are checked for compliance with reality by auditors.

JSCs (joint stock companies), LLC are currently non-public. The main requirements imposed by the legislation on NAO are as follows:

• The minimum authorized capital is 10,000 rubles;
• There is no indication of publicity in the title;
• Shares must not be offered for sale or listing on exchanges.

Important fact: the non-public nature of the organization implies greater freedom in the implementation of managerial activities. Such companies are not required to post information about their activities in public sources, etc.

Statutory documents

The charter is the main document. It contains all the information about the organization, information about ownership, and so on. If there are legal problems, this document can be used in court.

Therefore, the charter must be written in such a way that all sorts of loopholes and flaws are completely excluded. When the charter is in the process of being drafted, one should carefully analyze the regulatory documents, or seek advice from specialists who have experience in developing this type of documentation.

In addition to the charter, an agreement called a corporate agreement can be concluded between the founders. Let's take a closer look at this document.

A corporate agreement can be called a kind of innovation, which contains the following points:

• All parties to the treaty must vote equally;
• The total price of shares owned by all shareholders is set.

But this agreement implies one clear limitation: shareholders are not required to always agree with the position of the governing bodies on any issues. By and large, this is a gentleman's agreement translated into a legal plane. If the corporate agreement is violated, this is a reason to invalidate the decisions of the shareholders' meeting.

Note that NAO participants can be its founders, who are also its shareholders. This is due to the fact that shares cannot be distributed further than these persons.

The number of shareholders is also limited, it cannot exceed 50 people. If their number is more than 50, the company must be re-registered.

NAO governing bodies

In order to manage a non-public joint-stock company, a general meeting of shareholders of the company is held. All decisions made at the meeting are certified by a notary, they can also be certified by the person who heads the counting commission.

NAO property

After an independent assessment, it can be contributed to the authorized capital as an investment.

NAO shares

• Not addressed publicly;
• Placement by open subscription is not possible.

If we talk about the types of activities, then everything that is not prohibited is allowed. That is, if a particular type of activity is not prohibited by the legislation of the Russian Federation, it can be carried out.

In general, the essence of the NAO is that these are companies that simply do not issue shares on the market, these are CJSCs that practically existed before the adoption of the new law, but still, this is not the same thing.

The obligation to post the results of the financial statements for the year for the NAO is not provided. Such data is usually only of interest to shareholders or investors, and in this case they are the founders who already have access to all the necessary information.

The definition of business companies includes public and non-public organizations engaged in commercial activities, in which the authorized capital represents shares. The property fund is created at the expense of contributions made by the founders.

Business companies are also classified into public and non-public.

Ability to move from one form to another

The legislation does not prohibit the change of one organizational form to another. For example, NAO is quite acceptable to convert to PAO. What steps do you need to take to do this:

• Increase the size of the authorized capital to 1000 minimum wages;
• Develop documentation that will confirm that the rights of shareholders have changed;
• Conduct an inventory of the property fund;
• Conduct audits with the involvement of auditors;
• Develop an updated version of the charter and all related documentation;
• Carry out the re-registration procedure;
• To transfer property to a newly formed legal entity. face.

As a result of the legislative reforms carried out, there have been many changes in corporate law. Old concepts have been replaced by new ones.

Although all the changes took place back in 2014, in some cities you can still find signs with familiar CJSCs or LLCs. But all new organizations are registered exclusively as public or non-public companies.

Conclusion

The creation and registration of a joint-stock company is a process that requires attention and responsibility. Problems of a different nature arise even in the process, so you should not save on your future company, and in case of any doubt, you should contact qualified specialists.

Making the right choice is the first step on a long road to success in, so you need to make a balanced decision, thinking through everything to the smallest detail.

The authorized capital of a JSC must not be less than the values ​​specified in the law. What are the values ​​of the minimum size of the authorized capital of a joint-stock company for non-public and public companies.

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When creating a new joint-stock company, the founders form the authorized capital of the JSC. This must be done in accordance with the requirements of the "On Joint Stock Companies", Art. 25 of the JSC Law, art. , And . In Art. 26 of the law on joint-stock companies specifies the minimum size of the authorized capital of a joint-stock company.

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The authorized capital of a joint-stock company is formed by investing funds from investors

The authorized capital of a JSC is the basic funds of a company that shareholders form by acquiring shares when creating a JSC:

“The authorized capital of the company is made up of the nominal value of the shares of the company acquired by shareholders” (Article 25 of the JSC Law, Article 99 of the Civil Code of the Russian Federation).

During capital formation, the company sells shares to investors. Shares are securities that confirm the owner's contribution to the JSC's property and certify his right to:

• to receive part of the company's profits (dividends);
• to manage the activities of JSC;
• on a part of the JSC's property in the event of liquidation of the organization.

There are common and preferred shares. If, during the formation of the authorized capital of a joint-stock company, an investor acquires ordinary shares, he has the right to vote at general meetings and receive dividends after they are paid on preferred shares. The owner of preferred shares is usually limited in his ability to vote at the meeting, but receives a fixed income from the shares and has a pre-emptive right to distribute assets if the joint-stock company is liquidated. The authorized capital of a joint-stock company may contain no more than 25% of preferred shares.

“Public is a joint-stock company, the shares of which and the securities of which, convertible into its shares, are publicly placed (by open offering) or publicly traded on the terms established by the laws on securities. The rules on public companies also apply to joint-stock companies, the charter and company name of which contain an indication that the company is public” (clause 1, article 66.3 of the Civil Code of the Russian Federation).

If a JSC does not meet these criteria, it is considered non-public. Before creating a public joint-stock company, it is necessary to register a non-public one, after which it is possible to change its status (Article 7.1 of the JSC Law).

The minimum size of the authorized capital of a JSC is determined by law

According to Art. 26 of the JSC Law for public and non-public companies, different minimum amounts of the authorized capital are established:

1. The minimum authorized capital of a public joint stock company must be at least 100,000 rubles.
2. The authorized capital of a non-public joint-stock company must be at least 10 thousand rubles.

These rules have been in effect since July 1, 2015. Since that date, changes have been made to the law on joint-stock companies regarding the authorized capital of joint-stock companies. Changes have been introduced. Prior to these amendments, there was uncertainty. The law on joint-stock companies contained instructions only in relation to the authorized capital of a CJSC or OJSC, and from September 1, 2014, only public or non-public joint-stock companies could be created (Article 66.3 of the Civil Code of the Russian Federation). In Art. 66.2 of the Civil Code of the Russian Federation there was a reference to the fact that it is necessary to determine the minimum amount of the authorized capital of a joint-stock company in accordance with corporate legislation, but in the law on JSC itself, the explanations concerned only CJSCs and JSCs, which at that time were no longer created. Now there is no uncertainty, and when creating a new joint-stock company, one must be guided by the current version of Art. 26 of the JSC Law.

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