Types of companies pros and cons. Pros and cons of LLC. Pros and cons of creating public and non-public joint stock companies

A sole proprietorship is a form of organization of an enterprise and entrepreneurship when all property belongs to one person, who solely manages production and property, appropriates all profits and bears personal responsibility for all obligations of the enterprise.

A sole proprietorship is a business owned by one person or one family. They take on all the income and risk from the business. The owners of such an enterprise are also its active managers.

Its essence is that all the property of the company belongs to one owner, who independently manages the company, receives profit and bears full personal responsibility for all the obligations of the company

Business companies, in turn, include joint-stock companies, limited liability companies, additional liability companies, full and limited companies

Features of sole ownership

1 there are difficulties in attracting large capital, and the individual entrepreneur’s own financial resources are generally not enough to develop his business. Due to the low level of solvency, commercial banks are reluctant to provide large loans to such entrepreneurs, demanding higher fees for using immi.

2. Full responsibility for debts. This means that in the event of unsuccessful management, the sole owner may lose not only personal savings, but also all property that will be used to pay debts to creditors

3. Lack of specialized management, which, of course, negatively affects the efficiency of business activities. After all, the sole owner himself performs all management functions. However, not all people are capable of doing this.

4. Uncertainty of terms of operation. Business activity of this organizational form is legally terminated in the event of bankruptcy, imprisonment for a criminal offense, mental illness or death of the sole owner.

Sole proprietorship has its advantages and disadvantages (Figure 33)

Fig 33 . Advantages and Disadvantages of Sole Proprietorship

Firstly, since all the profits belong to the entrepreneur, he is very interested in efficient work. The concentration of profit in one hand makes it possible to directly use it in the interests of business.

Secondly, the owner of the company has low costs for organizing production. His management decisions are immediately implemented

Thirdly, sole ownership is characterized by simplicity in organizing the company and its liquidation

So, the advantages of individual farming are:

1) appropriation of all profits and the ability to dispose of them (except for paying part of the taxes);

2) the presence on this basis of highly effective incentives to work;

3) insignificant costs for organizing production;

4) high degree of freedom of economic choice;

5) simplicity for taxation (subject only to individual income tax, lower taxation of profits)

Complete independence, freedom and speed of action when making decisions, no need to contact the board of directors or seek the consent of partners

Maximum incentives. Since all income goes to the single owner of the enterprise, he is interested in hard work, careful control of the operation of the enterprise, and in making careful decisions. The goal is to maximize business operations.

Confidentiality of activities. Sole proprietorship allows you to keep company secrets secret;

At the same time, a one-way economy has certain disadvantages:

1) insignificant amounts of appropriated profit, and therefore limited possibilities for expanding the enterprise at the expense of its own funds;

2) compared to medium and large enterprises, there are more difficulties in obtaining loans and high interest rates for them;

3) significantly greater opportunities to go bankrupt (for example, in the UK, every fourth small company goes bankrupt within the first year);

4) longer working hours, higher labor intensity and worse safety precautions;

5) liability of the owner of the enterprise for obligations not only with the assets of the enterprise, but also with his personal property

Difficulties in attracting large capital. There is no way to attract investors with their capital, as is possible in a corporation or society. A sole proprietor's credit rating is not very high, so he must pay significantly higher interest rates for credit.

Uncertainty of the timing of activities. A sole proprietorship legally ceases with the death of the owner, bankruptcy, imprisonment, etc.

Unlimited liability for debts. In case of failure, a sole proprietor may lose all his personal savings and property, which is the guarantor of payment of his debts

Lack of specialized management. Of course, a sole proprietor is a general manager, sales, marketing and advertising manager, financier, personnel officer and supplier

Functional deficiencies. Due to the difficulties of obtaining capital in sole proprietorships, there are operational problems. For example, the unfortunate location of the company itself, inappropriate house and equipment, the inability to pay such a fee that would attract the most able-bodied, motivated people, the inability to purchase goods in such quantities that would guarantee against shortages in supplies.

This form of organization of enterprises and entrepreneurship is the most appropriate for small businesses

a developed organizational form of enterprises and entrepreneurial activity is partnership

The classic type of business company known to all entrepreneurs is the joint stock company. This is a specific form of organization, the main difference of which is the method of dividing the company’s property and the procedure for distributing its profits. The shares determine the amount of profit and the amount of liability for obligations - or rather, the risks that the owner of the securities bears due to possible losses. Shareholders are not liable for the company's debts, despite the fact that they are its beneficiaries. The JSC itself is liable only to the extent of its property.

The activities that the society has the right to engage in can be any activity permitted by law. All joint-stock companies are independent business entities, are endowed with legal capacity and can be plaintiffs/defendants in lawsuits. They are created by combining the property of participants and can be open (shares are freely distributed among participants and third parties) or closed. Registration of a joint-stock company, despite the specific nuances, is a fairly well-developed procedure, although it should be entrusted to trusted professionals due to the complexity and multi-component nature of the process.

Joint-stock companies have many fans and critics. This form “does not lose ground”, and every year participants register many joint-stock companies. On the one hand, the management and daily work of the company are more complex and expensive, and on the other, it has many opportunities that are not available to other business entities. The main advantage of a JSC is the limitations on the liability of participants, but, for example, an LLC operates under similar conditions. What are the advantages and disadvantages of a joint stock company and what determines the decision of the owners when choosing a form?

Advantages of the joint stock form

The benefits of a joint stock company are most clearly visible when it is necessary to mobilize large funds to invest in equipment, large-scale equipment, and goods and materials, and immediately, at the initial stage. If the owners need significant amounts, then the issue of shares will be the optimal way to aggregate capital. It can also be carried out during activities in case of a lack of funds. If there are many shareholders, it is easier for the company to form initial capital, although the structure of the company and the adoption of strategic decisions will become more complicated.

In addition to the convenience of attracting investments, among the advantages of the form are:

the possibility of continuous existence and preservation of the original legal entity and its data, regardless of the composition of the owners (this will not work with an LLC);
protection of shareholders' personal property from creditor claims;
simple mechanism for transferring ownership rights: sale of shares is a quick and unbureaucratic process;
the breadth of choice of sources of financing and methods of paying profits (for simple/privileged securities, with different amounts of dividends);
convenient and transparent management and separation of executive and power functions - shareholders have many rights, they are clearly defined, the joint-stock company is strategically stable;
tax benefits - when issuing, buying and selling for money or exchanging securities, you do not need to pay VAT, a special “gentle” regime for income tax is provided (only the overall positive result from trading operations is taken into account);
liquidity of shares, the opportunity to receive high profits during successful activities, and so on.

Despite the obvious advantages, the joint stock form also has disadvantages - and sometimes they directly stem from the “advantages”.

Disadvantages of joint stock companies

The first thing that “scares” business representatives is the organizational process, its complexity, duration, abundance of papers and formalities that accompany every change in the work of a joint-stock company. The structure that makes strategic decisions in the company is the meeting of shareholders, but direct management and leadership responsibilities are transferred to the executive body (sole director or collegial board). This often gives rise to serious conflicts between structures; besides, minority shareholders simply lose their leverage over management as the total number of securities holders increases. The inability to control the management can lead to real managerial collapse.

Also among the disadvantages of joint stock companies are:

labor-intensive registration - you need to coordinate procedures, hold meetings with a large number of participants;
complexity of management and significant costs for it - distribution of profits and documentation of all operations is labor-intensive and requires the involvement of highly professional specialists;
the ability to work exclusively in the area specified in the constituent documentation;
the obligation to generate additional reporting, provide regular reports to the authorities - these must also be compiled by qualified and “expensive” experts;
the complexity of the procedures for the issue and circulation of the Central Bank - in addition, legislative norms on them often change;
the emergence of a situation of double taxation - when dividend obligations arise both in relation to the profit of the joint-stock company and in relation to the income of a private individual - the holder of the securities.

There is also a danger of financial abuse - issuing unsecured shares and using other fraudulent schemes. Therefore, you need to make a decision carefully, weighing your real capabilities and prospects.

Hello! Today we will compare LLC and JSC as forms of business registration.

The whole variety of organizations in Russia is divided into two large groups: unitary and commercial. And if the former serve free of charge for the state and public good, then the latter are aimed solely at making a profit.

Among them, the most popular in the business environment are limited liability companies (LLC) and joint stock companies (JSC).

To choose the most suitable form and further successful commercial activities, it is important to clearly understand their advantages, disadvantages and differences in all key points.

Limited Liability Company

Non-public joint-stock companies. Distribution of shares in such companies is possible only in a narrow, predetermined circle of owners, and their number should not exceed fifty people. The holder can sell his shareholding to third parties only with the consent of other shareholders, since they have the primary right to purchase them.

Public JSC(PJSC) are characterized by the fact that their securities are in public circulation - they can be freely acquired by third parties, and their number is not limited. In addition, the prior consent of all JSC participants for the sale of shares is not required. The minimum total amount of contributions is one hundred thousand rubles. This form requires annual audits and the publication of financial results of the company.

Main similarities between LLC and JSC

Limited risk

The similarities between LLCs and JSCs relative to other forms of commercial enterprises include, first of all, the lack of personal liability for participants and shareholders in the event of losses or. The risk is associated only with their share in the authorized capital or the volume of shares. This significantly distinguishes them from another common form of private business - individual entrepreneurship (IP), where all losses fall both on the property of the organization and on the savings of the individual who founded it.

Reliable cooperation

In the business world, it so happens that LLCs and JSCs are considered more significant and desirable business partners, with whom it is safer and more profitable to do business than with individual entrepreneurs.

Majority rule

LLC and JSC are united by the fact that when making voting decisions in both companies, the owner of a controlling stake or the largest share in the authorized capital has the final say. In the case of a joint-stock company, this is 51% of securities; in practice, it is often a smaller percentage for various reasons, for example, due to the “dispersal” of shareholders, or their passivity, as well as the presence of “voteless” shares.

General rules

If we are talking about non-public joint-stock companies (NAO), then to the general features of JSC and LLC are added a unified taxation system, general requirements for the preparation of accounting and tax reporting, a single lower threshold for the authorized capital - ten thousand rubles, as well as a limited upper threshold for the number participants/shareholders – fifty people.

LLC and JSC in comparison - disadvantages and advantages

When choosing a legal form for a business, you need to think about the disadvantages and advantages of LLC and JSC in relation to each other.

Do we save on management and registration?

The minimum amount to be deposited into the management company for an LLC is a symbolic ten thousand, while for a public joint-stock company the starting amount is fixed at one hundred thousand rubles. It is also obvious that in the absence of additional costs for issuing shares, other things being equal, registering an LLC will cost less than a similar procedure for a JSC.

Who has the green light to invest?

The JSC has the opportunity to attract more investments through an additional issue of securities for their subsequent sale to its new shareholders. JSCs can attract significant capital investment due to the ease of acquiring shares and also because the shareholder does not have to be an entrepreneur or participate in meetings.

Many owners regard the purchase of shares as a form of capital investment. On the other hand, to receive funds from outside, LLCs have to sign loan or investment agreements, which is a much more labor-intensive and expensive procedure.

What if the owner changes?

It is enough for a joint-stock company to simply change owners. This procedure is carried out through the sale of securities to other shareholders. Such a transaction is subject to registration only in the company register without contacting government agencies. For an LLC, on the contrary, changing the composition of share owners is difficult, since the procedure must be completed by a notary and registered with the Federal Tax Service.

Is your whole life at your fingertips?

A convenient advantage of an LLC is that it does not need to make its balance sheet and other financial statements available to the public, although the company can do this if it considers it beneficial for itself. On the other hand, public joint stock companies (PJSC) are required to publish their data on an annual basis.

Let's take a closer look at the differences between LLC and JSC, a comparison of which is presented in table form for better clarity.

As you can see, JSC and LLC have their own characteristics, the understanding of which will allow you to more consciously make a choice in favor of one or another organizational and legal form.

Comparison table between LLC and JSC

OOO Key indicators
Public Non-public
No more than 50 Number of participants Not limited No more than 50
From 10,000 rubles Amount of authorized capital From 100,000 rubles From 10,000 rubles
Standard procedures for depositing funds and registering them with the Charter and government agencies Increase in capital Standard procedures + additional issue of shares
Possibility of granting additional rights to individual participants Influence of governing bodies The rights of individual participants are predetermined and cannot be changed
The votes of participants may be distributed disproportionately to the volume of their shares, if the Charter so prescribes Proportionality may not be respected
The division of profits takes place taking into account the weight of the share or as prescribed by the Charter of the company Profit distribution The division of profits is strictly proportional to the participant’s share in the management company
Proportionality may not be respected

Information about the names and shares of owners is publicly available Availability of information about shareholders/participants Information about shareholders is closed to third parties
The sale is carried out exclusively through a notary with changes made by the registering authority Sale of shares/shares The sale is carried out with the entry of data into the register of shareholders
Easily exercised pre-emptive right to purchase shares by other participants Exercising the preemptive right is difficult There is a pre-emptive right
A fixed price for a share in the Charter is possible It is impossible to fix the price per share in the Charter
The charter may provide for the need for the consent of the participants to transfer, as part of an inheritance, to a third party the share of the deceased Inheritance of shares and shares No restrictions on inheritance of shares
It is possible to contribute without increasing the Authorized Capital Property deposits It is impossible to contribute to the company without changing the Authorized Capital
Refusal from the Audit Commission is possible Supervisory authority Mandatory establishment of an audit commission
The decision on their existence is made by the founders Reserve funds Strictly required Not required
The company may lose its property if a participant leaves its membership Distribution of property Only upon liquidation of the JSC will the property be distributed among its shareholders
Lower status of LLC due to the frequent use of LLC as a platform for shell companies. Business status The reputation of JSCs in the business world is “whiter” than that of LLCs; they are given a greater credit of trust
Disclosure of reports is optional Publication of reports Always mandatory regardless of the number of shareholders Mandatory if the number of shareholders is more than 50 people
Possible at any time without the obligatory sale of your share Withdrawal from the society The law requires the mandatory sale of shares upon exit from a joint stock company.
By a court decision, a participant who interferes with the successful functioning of the company may be expelled from its ranks Exclusion of a participant/shareholder A shareholder cannot be forcibly expelled from a JSC unless he decides to sell all his shares The exclusion of a shareholder is possible

Company owners pocket most of the profits. Therefore, working for someone else makes it difficult to gain financial independence. To provide yourself with a high income, you need to independently engage in commercial activities. In this article we will talk about how to open your own LLC or individual entrepreneur. There are other types of enterprises (JSC and PJSC), but these 2 are best suited for beginning entrepreneurs and are most popular among small and medium-sized businesses.

A novice businessman must know how to create his own company in the legal field. In other words, any enterprise must be registered. Otherwise, he may be held accountable for tax evasion. Of course, if you are engaged in a modest activity, for example, selling things through social networks, the tax authorities may not pay attention to such an online store.

Before starting your own business, it is worth carefully studying the different legal forms that are available to entrepreneurs. Among them:

individual entrepreneur;
limited liability company;
public joint stock company, until 2014 OJSC;
non-public joint stock company, until 2014 CJSC.

Individual entrepreneur

Individual entrepreneur (formerly private entrepreneur) is an individual who conducts commercial activities and is registered with the relevant authorities as a private entrepreneur without forming a legal entity.

Pros and cons of IP

This form has the following advantages:

simplified process of business registration and liquidation;
there is no tax on property used in the activities of the enterprise;
simplified reporting;
the money you earn can be freely spent without additional taxation, for example, there is a 9% tax on dividends from shares;
low fines in case of non-compliance with the law, almost 10-15 times less than for LLCs;
the opportunity to start your own business through a franchise.

However, you should not rush to open a business as an individual entrepreneur. Before starting your own company from scratch, you should familiarize yourself with the disadvantages of individual entrepreneurs:

property may be seized if the entrepreneur fails to fulfill his obligations;
cannot obtain permission to conduct certain activities, for example, the sale of goods: alcoholic beverages, medicines, and so on;
not suitable for cooperation (joint business);
it is necessary to personally manage the company, since there is no possibility of appointing a director, and so on.

For whom is IP

An individual entrepreneur is the simplest form of doing business. It is best suited for those who are planning to open a small business, especially if it is aimed at individuals. When working in the B2B segment, it is better to give preference to another form (LLC, JSC or PJSC). IP is perfect for the following areas:

Internet activities (bloggers, freelancers, etc.);
kiosks and small shops;
opening a franchise business;
hairdresser and so on.

In fact, an individual entrepreneur is suitable in cases where an entrepreneur plans to work independently, will hire a small staff, or does not require investment. However, please note that many legal entities prefer to work with more reputable organizations that are registered as a joint stock company or limited liability company.

How to open an individual entrepreneur

The process of registering your company will not take much time. To register your business as an individual entrepreneur, you need to prepare the following package of papers:

application for registration of individual entrepreneurs in form p21001;
a receipt for payment of the state duty for starting a business (800 rubles);
photocopy of passport;
a photocopy of the taxpayer identification number.

Business registration takes place at the tax office at the place of permanent residence. There are several ways to transfer documents:

On one's own.

In this case, a businessman just needs to take a package of documents and personally appear at the tax office. The papers do not need to be certified by a notary, but you will need the original passport and TIN.

Confidant.

You can complete the registration procedure through an authorized representative. First, all documents need to be stitched and certified by a notary. In addition, when visiting the tax office, you must have a power of attorney with you. The trusted person must also have the original passport.

Sending by mail.

You can submit documents to the tax service via mail. To do this, you need to have the application and a copy of the documents certified by a notary, and also make an inventory of them before sending.

Registration of individual entrepreneurs via the Internet.

You can fill out the application and send a copy of the documents online. Payment of state fees is also carried out via the network. This service is not available for all cities in Russia, but only in the following regions:

Moscow;
St. Petersburg;
Tula region.

After registration is completed, the individual entrepreneur receives the following set of documents:

OGRNIP - a document that confirms the registration of a business as an individual entrepreneur;
Record sheet – provides basic information about the newly formed company;
TIN - is provided only if it was previously missing for some reason.

Sample OGRNIP

For those who don't know how to become an entrepreneur.

Limited Liability Company

LLC - limited liability company is a fairly popular form for many businessmen. Such an enterprise can be organized by one person or several entrepreneurs. It is noteworthy that both individuals and legal entities can act as owners.

Pros and cons of LLC

Among the main advantages of LLC are:

liability for obligations is limited by the size of the contribution, unlike an individual entrepreneur, the founder can lose only part of the authorized capital, but he will not be liable with personal property;
LLCs are bought and sold, the cost depends on the history of the company and other parameters;
a co-founder can leave the company after opening an LLC, transferring his part of the property to his business partners;
you can appoint a director who will represent the interests of the company;
different types of activities available;
If there is no profit or activity, the LLC does not pay contributions to the Pension Fund.

Despite this, this form also has its drawbacks. Among the disadvantages it is worth emphasizing:

longer registration procedure compared to individual entrepreneurs;
the need to form an authorized capital;
more complex reporting;
high fines in case of violation or non-compliance with the legislation of the Russian Federation.

Who is LLC suitable for?

LLC is considered the most popular form for conducting commercial activities. This option is suitable in the following cases:

To do business together. If a businessman plans to open a business with someone, then registering an individual entrepreneur immediately disappears.
To increase the credibility of the company. This form of doing business inspires more confidence among potential clients, especially if the company operates in the B2B segment. Therefore, many people prefer to open an LLC company right away.

How to create your own company - instructions for opening an LLC

Many people do not know where to start registering their business. If in the case of an individual entrepreneur everything is quite simple and many people do not have any difficulties, then when creating an LLC, entrepreneurs encounter difficulties. This is in most cases due to the lack of necessary information and experience. To help our readers understand the issue of how to open a company from scratch and avoid mistakes, we have prepared detailed instructions on registering a limited liability company.

Choose a name.

When choosing a name for your company, you should pay attention to the following rules:

the company name may consist of Russian or foreign letters, and also contain numbers;
the name of the company must be unique within the city of the entrepreneur;
It is prohibited to use the names of countries in the name of the office;
It is prohibited to use the names of government bodies and public services.

To make sure that the name of your office is unique, just call the tax office at your place of residence. They are required to provide information about already registered farms.

Legal address.

An LLC is always registered as a legal entity, so having an appropriate address is a prerequisite when submitting documents. The entrepreneur has two options to choose from:

register a company at your place of residence;
provide a letter of guarantee from the landlord.

We strongly do not recommend using the first option, although it allows you to save a significant amount of money. Firstly, it spoils the company's image in certain circles. Secondly, according to the legislation of the Russian Federation, all documents related to the activities of the LLC must be stored at the legal address. In this case, during the audit, the tax office will have the opportunity to freely come to your home to study the documentation. This can also cause great inconvenience in the future.

Getting a letter of guarantee is not difficult. To do this, it is enough to have an agreement with the landlord that after registering the enterprise, he will provide an office with a legal address. The lessor must provide a copy of the title, which will be transferred to the lease to the entrepreneur.

We determine the type of activity.

To register an enterprise, you must first determine the area in which you plan to sell goods and services. For this, a special OKVED classifier is used. You need to write a unique code consisting of numbers. You can choose a suitable field of activity using the convenient resource OKVED.rf.

Authorized capital.

To open a business as an LLC, you must contribute authorized capital. According to the legislation of the Russian Federation, its minimum amount is 10 thousand rubles. However, there are areas for which the amount of authorized capital is many times larger. For example, to trade alcoholic products you need to deposit funds in the amount of 1 million rubles.

There are two options for contributing authorized capital:

cash, must be entered up to 4 months;
personal property, you need to hire a specialist to evaluate it.

Package of documents.

Registration of a limited liability company is a more complex process. The following package of documents is required from the founders:

document on the establishment of the enterprise (the names of the founders are written in it);
application in form p11001;
the charter of the newly formed company in two copies;
receipt of payment of state duty (4 thousand rubles);
agreement on establishment (if there is more than 1 person in the creation of the company);
letter of guarantee regarding legal address;
a photocopy of the passport of each founder.

The maximum number of founders when registering an LLC is 50 people.

After registration is completed, the founders receive the following package of documents:

charter;
OGRN certificate;
TIN certificate;
Unified State Register of Legal Entities sheet.

Sample OGRN

The registration period takes 3 days, but the tax inspector must notify entrepreneurs about the time when the documents will definitely be ready. After this, you can consider that you have completed the task of opening a business.

Public joint stock company

PJSC is a public joint-stock company, which is one of the forms of conducting commercial activities in Russia. Such a company is obliged to conduct transparent activities, unlike a non-public joint stock company.

Pros and cons of PJSC

A public joint stock company has the following advantages:

unlimited number of participants (shareholders);
simplified exit from the company through the sale of shares;
mobilization of financial resources through the issuance of securities;
limited liability of shareholders and so on.

But this form of management also has its disadvantages. The disadvantages of PJSC include:

increased authorized capital to 1250 minimum wages in contrast to LLCs and JSCs;
the ability to operate after 1-3 months from the date of registration;
possible difficulties with the issue of securities;
tax on dividends;
speculation in shares by company employees;
the need to create a reserve fund;
loss of control over the enterprise.

The more shareholders there are in a company, the more difficult it is to control work. The board of directors can remove the CEO and appoint another person in his place. To avoid such a situation, the owner must have at least 50% of the shares.

Preferred share of Sberbank

Who is PAO suitable for?

These companies mainly include representatives of large businesses. Among them we can note such companies as Gazprom, Lukoil and other similar organizations, whose shares are freely bought and sold on. Sometimes this option is used in cases to become a partner of a Forex broker.

Non-public joint stock company

JSC is a non-public joint stock company, which was previously qualified as a closed joint stock company. The difference between this form of doing business is that the company’s shares are distributed among a predetermined circle of persons (founders). A JSC can have up to 50 shareholders; if their number increases, the company must transform into a PJSC.

Pros and cons of JSC

A non-public joint stock company has the following advantages:

there is no obligation to publish reports in the public domain;
shares (shares) upon exit from the company must first be offered to other shareholders, and only then can be sold to third parties;
it is impossible to exclude a shareholder from the company if he refuses to sell shares;
The amount of authorized capital is from 10 thousand rubles.

The NAO also has its drawbacks. Among the disadvantages:

the number of shareholders is limited;
There remains the possibility of new shareholders appearing.

How to open a JSC and PJSC

The procedure for registering a joint stock company, regardless of its type, is similar to how to open an LLC, but there is one difference. It consists of an additional procedure associated with the initial public offering of shares. Therefore, in order to start an activity, you must first issue shares and then distribute them among the founders. This may take several months.

Conclusion

Business is always associated with constant difficulties, but if a novice entrepreneur manages to overcome them, then he will be duly rewarded. Your own enterprise can provide stable and high profits, which you will never be able to get by working for someone else’s company.

Meanwhile, a joint stock company can bring documents into compliance with the new norms of the Civil Code of the Russian Federation and register them. In this case, the state fee for registering changes is not charged (clause 12, article 3 of Law No. 99-FZ).

public and non-public.

Public

non-public.

3. In a public joint stock company, the need to obtain someone’s consent to alienate shares cannot be provided for (clause

5 tbsp. 97 Civil Code of the Russian Federation).

9. In non-public joint-stock companies issues of competence may be redistributed between the general meeting, collegial and collegial executive bodies. In Public JSCs there is a ban on expanding the exclusive competence of the general meeting of shareholders.

the obligation to transfer the maintenance of the register to registrars who have a license provided for by law, regardless of the number of shareholders (Art.
3 of the Federal Law of July 2, 2013 No. 142-FZ “On Amendments to Subsection 3 of Section I of Part One of the Civil Code of the Russian Federation”). For public companies, paragraph 4 of Article 97 of the Civil Code of the Russian Federation provides for an additional obligation to transfer the maintenance of the register and the performance of the functions of the counting commission to an independent registrar. At the same time, since the legislator did not clarify which registrar is independent, the Bank of Russia took over these functions, naming in a letter the criteria for the dependence of the registrar.

Briefly: Public joint stock company is one of the key concepts of the new classification of business companies. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.

Registration of a non-public joint-stock company

Details

The concept of “public joint-stock company (PJSC)” is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes a form of organization of a public company whose shareholders have the right to alienate their shares. Its main differences are

presence of an unlimited number of shareholders
free placement and circulation of shares on the securities market
permission not to contribute funds to the authorized capital of the company until it is registered and an account is opened.

The definition of “public” suggests that this type of JSC must adhere to a policy of more complete disclosure of information compared to non-public ones. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).

The structure of PJSC can be represented as follows (see Fig. 1)

Fig.1. Structure using the example of PJSC United Aircraft Corporation

To understand the features of the creation and activities of a PJSC, let’s compare it with other types of joint stock companies and consider examples of existing organizations with this form of ownership.

Public or open?

Since regulations contain several concepts that are close to each other in meaning, even among specialists in corporate law, debates about their legal interpretation continue. Many questions concern the differences between “new” PJSC and “old” OJSC. At first glance, “only the name has changed,” but this is not so (see Table 1)

Comparison options
Disclosure	Disclosure of information about activities was mandatory It was necessary to include information about the sole shareholder in the charter and publish them	They can apply to the Central Bank for exemption from disclosure It is enough to enter information into the Unified State Register of Legal Entities
Advantage for purchasing shares and securities	It was possible to reflect in the charter the advantage of purchasing free shares by existing shareholders and security holders
Maintaining a register, having a counting commission	It was allowed to maintain the register of shareholders on their own	The register is maintained by third-party organizations that have a license for this type of activity; the registrar is independent
Control	A board of directors was required if the number of shareholders exceeded 50 people	It is mandatory to form a collegial body of at least 5 members

Thus, although the changes related to public joint stock companies do not seem fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.

Public or non-public?

From the point of view of a non-specialist, a public joint-stock company in its own words is a former OJSC, and a non-public company is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business entities to organizations of different legal status:

A characteristic feature of a PJSC is an open list of prospective buyers of shares, while a non-public joint stock company (NAC) does not have the right to sell its shares through public trading
The law requires PJSCs to have a clear gradation of issues falling within the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and carry out other reforms in the activities of governing bodies
Decisions made by the general meeting and the status of participants in the PJSC need to be confirmed by a representative of the registrar company. The NAO may contact a notary on this issue
A non-public joint stock company has the right to include in its charter or corporate agreement a clause stating that, in relation to other interested parties, priority in purchasing shares remains with existing shareholders. While for PJSC this is unacceptable
All corporate agreements concluded in a PJSC must undergo a disclosure procedure. For the NAO, it is sufficient to notify that the contract has been concluded, and its contents can be declared confidential
All procedures for the repurchase and circulation of securities, which are provided for by Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.

How to re-register an OJSC into a PJSC?

The renaming procedure is carried out by replacing words in the name of the organization. Next, the charter should be revised, especially as it relates to the board of directors and the rights to benefits when purchasing shares, and brought into compliance with the provisions of the legislation on public joint-stock companies.

The Civil Code states that the rules on public companies are applicable only to joint-stock companies whose charter and corporate name directly indicate that they are public. These rules do not apply to other legal entities.

The most famous PJSCs in Russia

The largest representatives of this form of ownership regularly top the rankings of the richest organizations in the country and the world. Here are several legal entities included in the TOP-10 RBC rating for 2015:

Peter Stolypin, 2016-10-10

Questions and answers on the topic

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Reference materials on the topic

From September 1, 2014, in connection with the entry into force of the Federal Law of 05.05.2014 N 99-FZ “On amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on the recognition as invalid of certain provisions of legislative acts of the Russian Federation” division into closed and open joint-stock companies society ceased to exist.

For closed joint stock companies created before September 1, 2014, the provisions of the Federal Law of December 26, 1995 N 208-FZ “On Joint Stock Companies” will be applied until the first change in the charter;
For open joint stock companies created before September 1, 2014 (if it is actually public), from September 1, 2014, the provisions of the Civil Code regarding public companies will apply.

Law No. 99-FZ does not oblige joint stock companies to urgently make changes to their constituent documents. It is not required to re-register OJSC and CJSC in connection with the entry into force of new provisions of the Civil Code of the Russian Federation (clause 10 of Article 3 of Law No. 99-FZ). Meanwhile, a joint stock company can bring documents into compliance with the new norms of the Civil Code of the Russian Federation and register them. In this case, the state fee for registering changes is not charged (clause 12, article 3 of Law No. 99-FZ).

Joint stock companies created after September 1, 2014 will be divided into public and non-public.

Public is a joint stock company whose shares and securities convertible into shares are publicly offered (by public subscription) or publicly traded under the conditions established by securities laws. 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 97 of the Civil Code of the Russian Federation).

A joint stock company that does not meet the listed criteria is recognized non-public.

The name of public joint stock companies must contain the word “public”. Moreover, regardless of whether the company is actually public at the moment or not, if the name contains the word “public”, then all provisions of the law relating to public joint-stock companies will apply to it.

We do not add anything to the corporate name of a non-public joint stock company (for example, the words “non-public”).

The joint stock companies will be called either the Public Joint Stock Company “Wind” or the Joint Stock Company “Wind”.

Pros and cons of creating public and non-public joint stock companies:

1. In public joint stock companies, shares and securities that are convertible into its shares are placed by public subscription and are publicly traded in accordance with securities legislation.

In non-public joint stock companies, shares and securities are placed by private subscription and are not publicly traded.

2. Limitation on the number of shares, their total par value, as well as the maximum number of votes granted to one shareholder.

Paragraph 5 of Article 97 of the Civil Code of the Russian Federation establishes a ban on establishing restrictions on the number of shares, their total par value and the maximum number of votes granted to one shareholder for public joint-stock companies.

In non-public joint stock companies, such restrictions may be established either by law or by the charter.

3. In a public joint stock company, the need to obtain someone's consent to alienate shares cannot be provided for (clause 5 of Article 97 of the Civil Code of the Russian Federation).

The charter of a non-public JSC may require obtaining such consent.

4. In a public joint stock company, granting the right of preemption to purchase shares is not permitted, except in cases of additional issue of shares, which are defined in the Federal Law “On Joint Stock Companies.”

Such a right may be provided for shareholders of non-public joint stock companies. But it is not yet clear whether it will be provided “by default”.

5. Non-public joint stock companies are given the right to place preferred shares, the par value of which is lower than the par value of ordinary shares.

Public joint-stock companies are deprived of this right.

6. Public joint stock companies are required to disclose the contents of the corporate agreement.

Non-public joint-stock companies, as a general rule, should not do this.

7. A public joint stock company must have the following bodies:

the general meeting of shareholders is the supreme body of the joint-stock company;

sole executive body - general management of the activities of the joint-stock company;

collegial management body of the company (clause 4 of Article 65.3 of the Civil Code of the Russian Federation) (for example: Supervisory Board), which cannot have less than five members; he controls the activities of executive bodies.

A non-public JSC may not form a collegial management body of the company.

8. The composition of the company participants present at the meeting and the decisions they made will be confirmed:

only by the registrar - an independent organization that has the appropriate license - for public joint-stock companies;

registrar or notary - for non-public joint-stock companies.

This requirement also applies to both CJSC and OJSC. The ability to use the services of a notary will depend on the actual publicity of the company.

9. In non-public joint-stock companies issues of competence may be redistributed between the general meeting, collegial and collegial executive bodies.

What is the difference between an LLC and a PJSC - comparative table, features, pros and cons

In Public JSCs there is a ban on expanding the exclusive competence of the general meeting of shareholders.

General requirements for both public and non-public joint-stock companies:

the obligation to transfer the maintenance of the register to registrars who have a license provided for by law, regardless of the number of shareholders (Article 3 of the Federal Law of July 2, 2013 No. 142-FZ “On Amendments to Subsection 3 of Section I of Part One of the Civil Code of the Russian Federation”). For public companies, paragraph 4 of Article 97 of the Civil Code of the Russian Federation provides for an additional obligation to transfer the maintenance of the register and the performance of the functions of the counting commission to an independent registrar. At the same time, since the legislator did not clarify which registrar is independent, the Bank of Russia took over these functions, naming in a letter the criteria for the dependence of the registrar.

They will talk about registrar dependency, in particular:

relationships of connectedness (affiliation);
relations of direct or indirect control between the registrar and the company whose register it maintains;
actual circumstances indicating the registrar’s dependence on the company whose register it maintains (for example, a high share of the commission paid by the company in the registrar’s income, forming the actual dependence of the registrar on this company).

For maintaining a register contrary to the prohibition established by law, quite impressive administrative fines are provided. Thus, an official may be fined in the amount of 30,000 to 50,000 rubles. or disqualified for a period of one to two years. The fine for the organization will be from 700,000 to 1,000,000 rubles. (clause 2 of article 15.22 of the Code of Administrative Offenses of the Russian Federation).

To check and confirm the correctness of the annual accounting (financial) statements, the company must annually engage an auditor who is not connected by property interests with the company or its participants (clause 5 of Article 67.1 of the Civil Code of the Russian Federation);
mandatory registration of the issue of shares;
the need to disclose information about activities;
the presence of control over the activities of the company by a government body (Central Bank of the Russian Federation).

Our lawyers are pleased to offer you several packages of services for registering a joint stock company, from which you can choose the best one for yourself.

If desired, clients can receive any individual JSC registration services that interest them. This could be consultations or preparation of documents, for example, a package of constituent documents.

CJSC and OJSC are no more!

The legal status of the JSC, the rights and obligations of its shareholders, the procedure for the creation, reorganization and liquidation of the company are determined by Federal Law No. 208-FZ of December 26, 1995 Federal Law “On JSC”

JSCs are no longer divided into open and closed. And those of them that publicly placed their shares are now called public. Moreover, a public company is recognized regardless of whether this is stated in its name or not. Companies do not urgently need to change their charters or make changes to the Unified State Register of Legal Entities. This can be done when in the course of activities there is a need to amend any provisions of the constituent documents, including the need for neither reorganization, nor liquidation, nor re-registration of companies (Part 10, Article 3 of Federal Law No. 99-FZ).

Please note that the Federal Tax Service in its letter dated December 30, 2015 N GD-4-14/23321@ indicates that the OJSC must be renamed to PJSC or JSC upon the first change of the charter. Otherwise, the Federal Tax Service will refuse state registration of changes, because The submitted documents contain inaccurate information about the name of the legal entity.

Let us recall that open and closed subscription are methods of placing shares, that is, methods of selling them. Closed subscription allows the sale of shares only among the founders or another predetermined circle of persons. Shareholders decide for themselves who to admit and who not. Open subscription allows for the free sale of shares under the conditions established by law.

From September 1, 2014, all joint-stock companies are divided into public (PJSC) and non-public (JSC) joint-stock companies

Non-public companies- other joint-stock companies, as well as all LLCs (Article 66.3 of the Civil Code of the Russian Federation).

The norms of the Civil Code of the Russian Federation regulating the legal status of non-public companies are predominantly dispositive in nature and provide participants of such companies with ample opportunities for regulating corporate relations at the level of internal documents, including in terms of forming the structure and competence of management and control bodies, determining the procedure for convening, preparing and holding meetings of participants, making decisions of the company's bodies, establishing the procedure for exercising the preemptive right, determining the scope of the participant's rights, disproportionate to his share in the authorized capital.

Main features of the legal status of PJSC (Article 97 of the Civil Code of the Russian Federation)

Mandatory regulation
Duty of Public Disclosure
Additional requirements in the field of corporate governance (largely similar to those in JSC)
Impossibility of establishing the need to obtain consent to alienate shares
Impossibility of establishing a preemptive right

In accordance with the Information Letter of the Bank of Russia dated August 18, 2014 N 06-52/6680 To recognize a PJSC JSC, the fact of public offering or public circulation of securities is necessary, regardless of the fact that the period of occurrence of these events is either limited (public offering) or may terminate for various reasons (public circulation). Thus, a JSC is considered public if the shares of such a JSC have ever been placed by open subscription or publicly traded.

Art. 66.3 of the Civil Code of the Russian Federation identified two characteristics of a PJSC

In order to become public, a JSC only needs one of the above two criteria.

All other JSCs are classified as non-public.

JSC (until 01.09.2014 - CJSC)

In accordance with Art. 7 Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies” and clause 2 of Art. 97 of the Civil Code of the Russian Federation, a joint-stock company, the shares of which are distributed only among its founders or another predetermined circle of persons, was recognized as a closed company; from 09/01/2014 it is recognized as a joint-stock company. Such a company does not have the right to conduct an open subscription for the shares it issues or otherwise offer them for acquisition to an unlimited number of persons.

Moreover, if the charter of a closed joint-stock company before 09/01/2014 did not provide for the preemptive right of shareholders to purchase shares from other shareholders of the joint-stock company, until the charter is brought into line with the norms of the Civil Code of the Russian Federation after 09/01/2014, the company’s shareholders enjoy the pre-emptive right to purchase shares from other shareholders of the joint-stock company at the offer price to a third party in proportion to the number of shares owned by each shareholder of the JSC.

PJSC (until 09/01/2014 - JSC)

In accordance with Art.

Why is AO needed? Pros and cons of joint stock companies for business in 2018

7 Federal Law of December 26, 1995 N 208-FZ “On JSC” and clause 1 of Art. 97 of the Civil Code of the Russian Federation, a joint stock company that has the right to place shares and issue-grade securities convertible into its shares through open subscription is recognized as a public joint-stock company. Such a JSC has the right to conduct an open subscription for the shares it issues and their free sale under the conditions established by law and other legal acts. Such a joint stock company also has the right to conduct a closed subscription for shares issued by it, except for cases where the possibility of conducting a closed subscription is limited by the charter of the company or the norms of legal acts of the Russian Federation.

Authorized capital of JSC (formerly CJSC)

The size of the management company of a joint-stock company (formerly a closed joint-stock company) must be no less than one hundred times the minimum wage as of the date of state registration (at least 10,000 rubles at present). From September 1, 2014, there is no need to make changes to the size of the capital of a joint-stock company that has become a joint-stock company.

Authorized capital of PJSC (formerly OJSC)

The size of the charter capital of a PJSC (formerly OJSC) must be no less than a thousand times the minimum wage as of the date of registration of the company (at least 100,000 at present). From September 1, 2014, there is no need to make changes to the size of the capital of a joint-stock company that has become a PJSC.

Article 5 of Federal Law No. 82-FZ “On the minimum wage” dated June 19, 2000

Payments for civil obligations established depending on the minimum wage are calculated from January 1, 2001, based on a base amount of 100 rubles.

Founders of JSC

The founders/shareholders of a JSC can be legal entities and citizens of the Russian Federation, foreign individuals and legal entities. Civil servants, military personnel, state bodies and local government bodies cannot act as founders/shareholders of a JSC.

A JSC can be created by one person or consist of one person if one shareholder acquires all the shares of the company. Information about this must be contained in the company's charter, registered and published for public information. A JSC cannot have as its sole participant another business company (LLC, ALC (until September 1, 2014), JSC) consisting of one person, unless otherwise provided by law.

We recommend reading the response of the Central Bank of the Russian Federation (dated 05/06/2015 N 52-3/5431) to the question about the procedure and timing for sending a notification to a person who has received the right to dispose of 10 percent or more of the votes attributable to the voting shares (stakes) that make up the charter capital of a non-credit financial organization, as well as the procedure for the Bank of Russia to request information about persons who directly or indirectly have the right disposal of 10 percent or more of the votes attributable to the voting shares (stakes) that make up the charter capital of a non-credit financial organization

Number of shareholders in JSC (formerly in CJSC)

The number of shareholders of a joint stock company (non-public) is not limited. Let us remind you that until September 1, 2014, the number of shareholders in a closed joint-stock company could not exceed 50 people. From September 1, 2014, there is no need to make changes to the number of shareholders of a JSC that has become a PJSC/JSC.

Number of shareholders in PJSC (formerly OJSC)

The number of shareholders of a public (formerly open) company is not limited.

Shares of JSC (formerly CJSC)

Shares of JSC (formerly CJSC) cannot be traded on stock exchanges.

Shares of PJSC (formerly OJSC)

Shares of PJSC (formerly OJSC) can be traded on stock exchanges.

Federal Law 05/05/2014 N 99-FZ, which came into force on 09/01/2014, was adopted with the aim of strengthening control over the sale of large blocks of shares in the former OJSC and is intended to coordinate the legislation in force in this area. In particular, a system of state control over the JSC takeover procedure has been created. Interested parties are required to notify the authorized body of their intentions in advance, which is obliged to give antimonopoly approval or prohibit the transaction.

The law introduced the term “related parties”, which, in addition to affiliates, includes those who have indirect influence on the transaction.

The law also introduced the concept of a “corporate agreement”. The shareholders of the JSC are given the right to independently decide whether to enter into such an agreement or not. But if shareholders enter into a corporate agreement, disclosure of its content becomes mandatory (Article 67.2 of the Civil Code). Shareholders of a PJSC are required to disclose information contained in the corporate agreement in accordance with the rules established by the Federal Law “On JSC”. The content of a corporate agreement concluded by shareholders of a non-public JSC is not subject to disclosure and is classified as confidential information, unless otherwise provided by law. Regardless of the type of JSC, information on the conclusion of a corporate agreement is currently not subject to inclusion in the charter.

Shareholders of a joint-stock company (previously - OJSC/CJSC) are not liable for the obligations of the companies and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own, as before.

General information about the joint-stock company

In accordance with paragraph 1 of Art. 96 of the Civil Code of the Russian Federation, a joint-stock company is a company whose authorized capital is divided into a certain number of shares.

The charter capital of the joint-stock company is made up of the par value of the company's shares acquired by shareholders.

The Criminal Code of the joint-stock company determines the minimum amount of the company's property that guarantees the interests of its creditors.

The management company of the joint-stock company is subject to payment, that is, shareholders must make certain property contributions, which become the property of the company.

The property transferred in payment for shares, after the transfer of ownership to it to the company, can be sold or otherwise alienated.

If the value of the net assets (the difference between the value of the company's property, its property rights and the amount of its debt) is lower than the capital of the joint-stock company, this company is obliged to reduce the capital or make a decision on its liquidation.

The management company of a joint-stock company is a concept that determines, on the one hand, the amount of responsibility of the company’s shareholders to its creditors, and, on the other, the rights of shareholders to manage the company, receive dividends and part of the company’s property after its liquidation.

A JSC participant acquires a security - a share, confirming his rights to participate in the management of the company, receive dividends, and a share of property upon liquidation of the JSC.

The issue (issue) of shares is possible only in book-entry form, that is, the rights of shareholders are secured not by a paper document, but by making entries in the relevant registers of shareholders, which in certain cases can be maintained by the company/registrar or only by the registrar.

Issues of shares are subject to state registration, they are traded on the securities market, transactions with them are regulated, including by the rules governing relations arising between participants in the securities market.

AAA-Invest specialists will provide you with services for any registration actions with LLC, individual entrepreneur, non-public joint-stock company, public joint-stock company, non-profit organization

The size of authorized capital for business companies is determined by the relevant laws

No changes were made to the laws “On LLC” and “On JSC”, therefore, the size of the charter capital remains the same.

Management capital for LLC - 10,000 rubles.

Art. 26 Federal Law “On JSC” dated December 26, 1995 N 208-FZ also remained the same.

In accordance with Art. 66.3 of the Civil Code of the Russian Federation, as amended, entered into force on September 1, 2014, PJSC - “Public joint-stock company - a company with securities whose shares are publicly placed and circulated.”

Let us recall that Art. 66.3 of the Civil Code of the Russian Federation identified two characteristics of a PJSC

The shares and securities (convertible into its shares) are publicly offered (by public subscription) or publicly traded under the conditions established by securities laws
A JSC that has included in its charter and corporate name an indication that the company is public

In order to become public, a JSC only needs one of the above two criteria. All other JSCs are classified as non-public.

Thus, the size of the authorized capital for a PJSC corresponds to the charter capital of the OJSC (RUB 100,000).

And for a non-public joint-stock company, the size of the authorized capital is 10,000 rubles, as for a closed joint-stock company.

According to the innovations, the monetary valuation of the property contribution to the authorized capital should be carried out only by an independent appraiser.

At the same time, members of the company will not be able to determine the value of the property higher than the value of the appraiser.

The appraiser, together with the participants or shareholders, bears subsidiary liability for the obligations of the company for 5 years from the date of initial registration or changes made to the charter, if the value of the property is overstated.

However, if the company was created through privatization, this liability rule does not apply.

According to the changes that came into force on May 5, 2014 for LLCs, the management company of an LLC can be paid after registering the company within four subsequent calendar months, but in full.

There are no such changes for JSC.

When a company is established, the first private issue is carried out; all shares must be placed among the founders. The form of payment for shares upon establishment of a company is determined by the agreement on the establishment of the company.

According to Article 34 of the Law on JSC, shares of a company distributed upon its establishment must be fully paid within a year from the date of state registration of the company, unless a shorter period is provided for in the agreement on the creation of the company.

In this case, 50% of the distributed shares must be paid for within three months from the date of state registration of the company.

Since before payment of 50% of the company's shares distributed among its founders, the company has no right to enter into transactions not related to the establishment of the company. Transactions related to the establishment of a company may include

Transactions for the acquisition (rent) of premises for housing a company
Transactions on concluding a bank account agreement
Transactions on concluding a lease (purchase) agreement for office equipment
Other transactions not related to the commercial activities of the company

Therefore, transactions concluded during this period and not related to the establishment of the company may be declared invalid. This is indicated in the Resolution of the Supreme Arbitration Court of the Russian Federation dated November 18, 2003 N 19 “On some issues of application of the Federal Law “On JSC”.

A share owned by the founder of the company does not provide voting rights until it is paid in full, unless otherwise provided by the company's charter (non-voting share).

In case of incomplete payment of shares during the year, the ownership of the shares, the placement price of which corresponds to the unpaid amount (the value of the property not transferred in payment for the shares), passes to the company.

Shares, the ownership of which has been transferred to the company, do not provide voting rights, are not taken into account when counting votes, and dividends are not accrued on them. Such shares must be sold by the company at a price not lower than their nominal value no later than one year after their acquisition by the company, otherwise the company must decide to reduce its authorized capital.

Additional shares and other issue-grade securities of the company placed by subscription are placed subject to full payment.

From the moment the shares are fully paid for, the shareholder acquires the right to vote at the general meeting.

Payment for shares of a company upon its establishment is made by its founders at a price not lower than the par value of these shares.

According to paragraph 2 of Art. 34 of the Federal Law on Joint-Stock Companies, payment for shares distributed among the founders of the company upon its establishment can be made in money, securities, other things or property rights or other rights that have a monetary value.

If, in accordance with the law, state registration of a business entity is allowed without advance payment, the participants of the company bear subsidiary liability for its obligations that arose before the full payment of the Criminal Code (Article 66.2 of the Civil Code of the Russian Federation as amended)

The JSC does not have the right to enter into transactions not related to the establishment of the Company until the first part of the charter capital has been paid.

When paying for shares in kind, an independent appraiser must be involved to determine the market value of such property. The value of the monetary valuation of property made by the founders of the company and the board of directors of the company cannot be higher than the value of the valuation made by an independent appraiser (clause 3 of Art.

Pao advantages and disadvantages

34 of the Law on JSC).

The founders transfer the property to the company into ownership. The Company has the right to dispose of the transferred property at its own discretion.

The company's charter may contain restrictions on the types of property with which the company's shares can be paid for.

Thus, if the management company is paid for with property, securities, etc., it is necessary to make a monetary valuation of the deposits from an appraiser who has the appropriate license.

Payment for other issue-grade securities can only be made in cash.

New provisions of the Law “On JSC” will soon come into force. The changes concern gratuitous contributions that do not increase the authorized capital and do not change the par value of the shares. These contributions are made by shareholders to support the operation of the organization.

From July 15, 2016, agreements on making contributions to the property of a joint-stock company will, as a general rule, require prior approval of the board of directors. Non-public companies will be able to include provisions in the charter stating that, by decision of the General Meeting, shareholders can be obligated to make contributions to the company’s property.

We are talking about gratuitous contributions that do not increase the authorized capital and do not change the par value of the shares. These contributions are made by shareholders to support the operation of the organization. The relevant provisions were introduced by the Federal Law of July 3, 2016 N 339-FZ.

Read about increasing the capital stock of a joint-stock company at the expense of the property of the joint-stock company. Here.

Read about increasing the capital stock of a joint-stock company by placing additional shares Here.

Read about increasing the charter capital of a joint-stock company by increasing the par value of shares Here.

Read about reducing the authorized capital Here.

Types of services from AAA-Investments LLC

Registration of companies (PJSC/JSC)
Registering changes
Changes to the Criminal Code
Changes in the types of activities of the company (OKVED)
Bringing the charter of the company into compliance with Federal Law No. 312-FZ
Change of name, legal address
Liquidation and reorganization
Other services
Entry into the register of small businesses in Moscow

We are glad to see you among AAA-Invest Clients!

Organizational and legal form of the enterprise

The system of organizational and legal forms used in Russia is reflected in the Civil Code of the Russian Federation, as well as in the regulations arising from it.

On September 1, 2014, Federal Law No. 99-FZ dated 05.05.2014 “On introducing amendments to Chapter 4 of Part 1 of the Civil Code of the Russian Federation and on invalidating certain provisions of legislative acts of the Russian Federation” came into force. This is how the classification of organizational and legal forms and their names changed, for example: open joint-stock companies (OJSC) became public joint-stock companies (PJSC), and closed joint-stock companies (CJSC) - simply JSC; Some forms were generally abolished, such as a company with additional liability and other amendments.

The most common types of organizational and legal forms of business are public joint-stock companies (PJSC), non-public joint-stock companies (JSC and LLC) and individual entrepreneurs (IP).

When choosing a legal form, you should pay attention to the following points:

Method of income distribution - how the income received is distributed among the owners of capital.
Pros and cons of various organizational and legal forms
The form of responsibility of the founders (participants) is the degree of responsibility that the founders will bear for the debts of their enterprise.
The form of exercising control over a business is the possibility of exercising control over a business.
Speed of transfer of ownership - how quickly the owners of a company can change.
Ability to attract financial resources - how easy it will be to attract additional financial resources for the business.
Taxation - what taxes you will have to pay.

Individual entrepreneur- this is one person who does not have founders or any other participants, except for employees, for whom an individual entrepreneur must issue work books. Such a business is created for oneself, and not for sale. An entrepreneur risks his own property for debts. The entrepreneur must compensate for losses that arise in the course of doing business from his property. Individual entrepreneurs pay 13% tax on their income. It is difficult for an individual entrepreneur to attract financial resources. He doesn’t have any shares, he can’t offer anything to investors, all he can do is take out loans, and even they are given with reluctance.

The advantages of this form are:

— simplified registration and termination procedure;

— a simplified form of accounting and reporting, a smaller list of taxes;

— there is no accounting;

The disadvantages include:

— liability for debts with all personal property;

— it is difficult to attract financial resources, give, inherit and sell a business;

— inability to distribute responsibility for obligations arising from business activities.

This organizational and legal form is suitable for businesses with a low level of risks and low turnover, as well as in the absence of entrepreneurial experience.

Joint stock company a business company is recognized 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 limits of the value of the shares they own.

The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company (JSC) or a public joint-stock company (PJSC).

A public joint stock company is a joint stock company whose shares and securities convertible into its shares are publicly offered (by open subscription) or publicly traded under the conditions established by securities laws. The rules on public companies also apply to joint stock companies, the charter and company name of which indicate that the company is public.
A limited liability company and a joint stock company that does not meet the criteria specified above are considered non-public.

Features of rights and obligations for public joint-stock companies in the updated code (Article 97 of the Civil Code of the Russian Federation):

mandatory creation of a collegial governing body (number of members - at least 5);
the register of shareholders must be maintained by a special registrar organization that has the appropriate license;
the maximum number of shares owned, as well as the maximum number of votes that can be granted to him, cannot be specified for shareholders;
the charter cannot stipulate the need to obtain someone’s consent to alienate shares;
No one can have a preemptive right to purchase shares, except for the situations described in clause 5 of Art. 97 Civil Code of the Russian Federation;
all PJSCs must regularly disclose information about themselves on the securities market;
the scope of rights of PJSC participants is determined by the shares they own in the authorized capital;
management of a PJSC can only be carried out within the framework of existing legislation and clauses that contradict it cannot be spelled out in the charter, for example, expanding the competencies of the meeting of shareholders, which by law are not inherent in them, etc.

For comparison, the rights and obligations of non-public joint-stock companies:

in the name of non-public joint stock companies it is necessary to leave only the phrase “joint stock company”;
the register of shareholders must be maintained by a special registrar organization that has the appropriate license;
Every year it is necessary to conduct an audit (by an independent auditor) of the company’s financial statements, the initiator of which can be a shareholder with a share (total) in the authorized capital of 10% or more;
the rights of JSC participants may be distributed disproportionately to their shares in the authorized capital, that is, the ratios may be different;
it is possible to make changes to the management procedure of a joint-stock company if there is unanimous consent of the participants;

Non-public JSCs, unlike PJSCs, have the opportunity to include provisions in the charter (by unanimous decision of the participants) that differ from the requirements for the content of the charter provisions approved by Russian legislation. This concerns the management of society. So, in particular, you can:

1. Grant the collegial management body (supervisory board) or executive body (board) the right to consider issues that are prescribed by law for the general meeting of shareholders (GMS), for example. This can be done in addition to decisions on the following issues:

making changes to the existing charter or adopting a new version of it;
approval of the number and composition of the company’s management bodies, if their formation is the competence of the General Assembly;
election of members of management bodies and early termination of powers;
clarification or determination of the number, par value and category of shares and the rights granted by them;
disproportionate increase in the authorized capital, occurring due to a change in the shares of its participants or the admission of other persons to the membership;
approval of internal regulations and other non-constituent documents.

2. The supervisory board of a joint-stock company can partially or completely assign the functions of the board, which may preclude the creation of this body in the company.

3. The sole executive body of the JSC (general director) can be assigned (transferred) the functions of the board.

4. The company, represented by its participants, may refuse to create an audit commission or prescribe situations when this still needs to be done.

5. The JSC may itself prescribe the procedure for convening, preparing and holding the General Meeting, as well as making decisions. The main thing is that these provisions do not contradict the law: they do not make it difficult for participants to attend, obtain information, etc.

6. Rules regarding the conduct, number of participants, etc., can be established regarding the supervisory board and the management board.

7. It is allowed to register the pre-emptive right to acquire a share in the authorized capital of an LLC or shares in a JSC, and it is also possible to establish a maximum share of participation in the authorized capital of an LLC.

8. The general meeting of shareholders may include those issues that it is not obliged to consider by law.

In addition, provisions that differ from the general established procedure for this document can be included in the charter of a non-public company, both LLC and JSC, if their inclusion is expressly permitted by the existing law. This is how you can write it:

the requirement to exclude a company participant by court (with payment to him of the full actual value of the share due to him) if his actions have caused harm to the company or impede its work.
restrictions regarding the maximum number of shares, votes, etc. for one shareholder.

When creating a joint stock company (PJSC or JSC), you must be guided by the following provisions (Article 98 of the Civil Code of the Russian Federation):

1. The founders of a joint-stock company enter into an agreement among themselves defining the procedure for their joint activities to create the company, the size of the authorized capital of the company, the categories of shares issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.

The agreement on the establishment of a joint stock company is concluded in writing by drawing up one document signed by the parties.

2. The founders of a joint stock company bear joint liability for obligations that arose before the registration of the company.

The company is liable for the obligations of the founders associated with its creation only if their actions are subsequently approved by the general meeting of shareholders.

3. The constituent document of a joint-stock company is its charter, approved by the founders.

The charter of a joint stock company must contain information about the company name and location, conditions about the categories of shares issued by the company, their nominal value and quantity, the size of the company's authorized capital, the rights of shareholders, the composition and competence of the company's bodies and the procedure for their decision-making, in including on issues on which decisions are made unanimously or by a qualified majority of votes. The charter of a joint stock company must also contain other information provided by law.

4. The procedure for performing other actions to create a joint-stock company, including the competence of the constituent meeting, is determined by the law on joint-stock companies.

5. The specifics of creating joint stock companies during the privatization of state and municipal enterprises are determined by laws and other legal acts on the privatization of these enterprises.

6. A joint stock company can be created by one person or consist of one person in the event that one shareholder acquires all the shares of the company. Information about this must be entered into the unified state register of legal entities.

A joint stock company cannot have another business company consisting of one person as its sole participant, unless otherwise provided by law.

When choosing the legal form of an enterprise, you can be guided by the data in Table 3.1

Table 3.1 Comparative characteristics of PJSC, JSC and LLC

	Joint-Stock Company	Limited Liability Company
public	non-public
The company name must contain	— name of the company
-indication that the company is a joint stock company	the words "limited liability"
-indication that the company is public
Number of shareholders/participants	number is not limited	no more than 50 – currently set for closed joint stock companies	no more than 50
Maintaining a register	Maintaining the register must be entrusted to a specialized registrar.	The list of participants is maintained by the society. Information about participants is recorded in the Unified State Register of Legal Entities.
Registration of corporate solutions	The adoption of a decision by the general meeting of shareholders/participants of the company and the composition of the company participants present at its adoption is confirmed by:
registrar	by notarization or registrar	by notarization, unless another method is provided for by the company's charter or by decision of the general meeting of company participants
Opportunity to enter into a corporate agreement	Shareholders' Agreement	Agreement of participants
Sales of shares/shares to a third party	A simple transaction form. Rights are transferred to the buyer from the moment the shares are transferred to the buyer’s personal account.	The transaction for the sale of a share is drawn up by a notary. Rights are transferred to the buyer from the moment the transaction is notarized. The transfer of rights is recorded in the Unified State Register of Legal Entities.
Auditing	The company must engage an auditor annually.	Obliged to conduct an audit only if required by law, in other cases it may/may not conduct
Reorganization and liquidation	may be reorganized or liquidated voluntarily by decision of shareholders/participants
Organizational and legal forms of transformation	A JSC has the right to transform into an LLC, business partnership or production cooperative	An LLC has the right to transform into a JSC, business partnership or production cooperative

OOO	Key indicators
		Public	Non-public
No more than 50	Number of participants	Not limited	No more than 50
From 10,000 rubles	Amount of authorized capital	From 100,000 rubles	From 10,000 rubles
Standard procedures for depositing funds and registering them with the Charter and government agencies	Increase in capital	Standard procedures + additional issue of shares
Possibility of granting additional rights to individual participants	Influence of governing bodies	The rights of individual participants are predetermined and cannot be changed
The votes of participants may be distributed disproportionately to the volume of their shares, if the Charter so prescribes	Influence of governing bodies		Proportionality may not be respected
The division of profits takes place taking into account the weight of the share or as prescribed by the Charter of the company	Profit distribution	The division of profits is strictly proportional to the participant’s share in the management company	Proportionality may not be respected
Information about the names and shares of owners is publicly available	Availability of information about shareholders/participants	Information about shareholders is closed to third parties
The sale is carried out exclusively through a notary with changes made by the registering authority	Sale of shares/shares	The sale is carried out with the entry of data into the register of shareholders
Easily exercised pre-emptive right to purchase shares by other participants		Exercising the preemptive right is difficult	There is a pre-emptive right
A fixed price for a share in the Charter is possible		It is impossible to fix the price per share in the Charter
The charter may provide for the need for the consent of the participants to transfer, as part of an inheritance, to a third party the share of the deceased	Inheritance of shares and shares	No restrictions on inheritance of shares
It is possible to contribute without increasing the Authorized Capital	Property deposits	It is impossible to contribute to the company without changing the Authorized Capital
Refusal from the Audit Commission is possible	Supervisory authority	Mandatory establishment of an audit commission
The decision on their existence is made by the founders	Reserve funds	Strictly required	Not required
The company may lose its property if a participant leaves its membership	Distribution of property	Only upon liquidation of the JSC will the property be distributed among its shareholders
Lower status of LLC due to the frequent use of LLC as a platform for shell companies.	Business status	The reputation of JSCs in the business world is “whiter” than that of LLCs; they are given a greater credit of trust
Disclosure of reports is optional	Publication of reports	Always mandatory regardless of the number of shareholders	Mandatory if the number of shareholders is more than 50 people
Possible at any time without the obligatory sale of your share	Withdrawal from the society	The law requires the mandatory sale of shares upon exit from a joint stock company.
By a court decision, a participant who interferes with the successful functioning of the company may be expelled from its ranks	Exclusion of a participant/shareholder	A shareholder cannot be forcibly expelled from a JSC unless he decides to sell all his shares	The exclusion of a shareholder is possible

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