Mandatory conditions of a public joint stock company. What is a pao and what form of organization is it. How to correctly rename a joint stock company in English

On September 1, 2014, some changes to the Civil Code came into force Russian Federation. A division of joint stock companies into two types has emerged, based on the principle that organizations possess certain characteristics. The first type is public joint stock companies. Such organizations are more open. The second type is non-public joint stock companies; they are more closed, but their management system is less strict. Instead of the abbreviations familiar to everyone, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint stock companies in this article.

Public joint stock company

This is the name of those enterprises whose shares are publicly traded in accordance with legislative acts on valuable papers Oh. This could be an entry to the stock exchange, an issue for the purpose of generating income, etc. Also, the publicity of a particular joint stock company is determined by the fact that the charter documents state that the organization is open in one form or another. Control of such companies is more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares of these organizations. For example, a supervisory board of five people must be present as a supervisory body. It should also be noted that all United Joint Stock Companies (JSC), based on the new legislation, are becoming public. Moreover, new changes in legislation provide for openness and transparency of data related to the owners of securities issued by PJSC. They also have a number of additional nuances and innovations, for example, a company will be considered public provided that the number of its participants exceeds five hundred. More detailed information is provided in the first paragraph of Article 66.3 of the Civil Code of the Russian Federation.

Non-public joint stock company

This is an enterprise whose participants are strictly defined, information about these persons is recorded at the time of creation of the organization. The innovation allows you to correct and make changes to the organization's charter, form management bodies, influence the board of directors and shareholders' meeting on various issues through voting. All closed joint stock companies, as well as some LLCs, will now be called non-public.

It is important to note the lower obligations in relation to the owners of securities that a non-public joint stock company bears. Responsibility to investors is less than in the case of open organizations. This is due to the fact that a non-public joint stock company has a limited number of securities owners, strictly limited by the charter documents. Speaking more in simple language, participants are initially warned about all risks and possible losses. Often shares in such companies are not issued at all, and such enterprises are partly the result of privatization or a consequence of a unique management model with equity participation to delegate responsibility.

Changes in terminology in accordance with legislation

As stated above, all enterprises called OJSC are now called public joint-stock companies. The changes also apply to other organizational and legal forms. CJSC is a non-public joint stock company. The latter will also include some LLCs, but subject to the presence of the necessary characteristics.

In addition, all companies created before the legislation was updated do not have to undergo any re-registration procedures. This rule applies only if no adjustments are required to the registration data. For example, moving companies to another office or changing the type of activity may become the basis for a change in the organizational and legal form. It should be noted that the charter may have to be changed in accordance with new legislation if there is such a need. As for the new abbreviations in names, a non-public joint-stock company is abbreviated as NAO, a public joint-stock company is abbreviated as PJSC.

Information about securities holders

Both in the case of public and in the case of non-public company the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of receiving a fine and attracting additional checks on your company. This rule appeared in October 2013. Choosing a registrar company that will maintain the register of shareholders is a very important decision. Before accepting it, you should make sure that the company to which you entrust this task is quite conscientious, has good experience in this field and has been working for a long time. Otherwise, there is a risk of various problems and additional litigation. It is also recommended to look at the clients of similar companies. The more serious these companies are, the better for you. The decisions of all meetings must be included in the register by the company, which assumes responsibility for maintaining it.

Nominal capital

These are the funds of an enterprise formed through the issue of securities. They are also called authorized or share capital due to the fact that their size is indicated in the organization’s charter. This is the amount invested by the participants to ensure the statutory activities of the company. The amounts of these funds are recorded in the organization’s constituent documents in accordance with current laws. Based on the Civil Code, share capital is the smallest amount of funds guaranteeing solvency to creditors. The law provides for the possibility of increasing nominal capital. This is possible if at least two thirds of the participants vote for such a decision and in compliance with the laws provided for specific cases. Property may be contributed as funds to share capital in the form of Money, and their equivalents in kind, for example in the form of property. In the case of depositing funds in another form or in the form of property rights, they are assessed using an independent examination.

Charter document of the NAO

When creating a non-public joint-stock company, you must have various papers and completed forms with you. The charter of a non-public joint stock company is a key document. It contains all the information about the organization, it tells about its property, participants and their rights, about the activities of the enterprise being formed, etc. In case of problems and disputes, the Charter will be a supporting document in legal proceedings. Therefore, it must be written in such a way that it does not contain loopholes and flaws that could be used in court against the organization. When drawing up the Charter, it is recommended to study in detail all legislative acts, one way or another related to the activities of the organization, or contact lawyers who have experience in this area or specialize in the development of such documents.

Charter document of PJSC

The charter in such enterprises is in many ways similar to a similar document of a non-public joint stock company. Exception - it must state that the organization is open. For example, the procedure for issuing shares, their circulation, listing on stock exchanges is specified, and the policy for paying dividends is prescribed. It may also prescribe the procedure for circulation and issue of other securities, but it must be possible to convert such bills into shares. In general, the Charter of a public joint stock company should be developed even more responsibly than in the case of a NJSC. This is due to the high potential responsibility and obligations to shareholders, which, in fact, can be anyone. This means that the risk of claims from various individuals and legal entities and government representatives in the case of a PJSC is much higher. Documentation development requires a responsible approach and the work of specialists.

Authorized capital of NAO

When forming the authorized capital, the supporting legal acts will be the Civil Code of the Russian Federation and Federal Law 208 “On Joint-Stock Companies”.

According to the Civil Code of the Russian Federation, these include organizations whose nominal capital is divided into any number of securities. Members of the company cannot incur losses or liabilities that exceed the value of the securities they own.

In this case, when the authorized capital of a non-public joint stock company is considered, securities cannot be placed publicly. The share of bills belonging to the owner may be limited by the statutory documents. The number of votes that is granted to one holder of securities may also be indicated. In this case, the minimum authorized capital of the joint-stock company must be equal to at least one hundred minimum wages (minimum wages).

Authorized capital of a public joint stock company

In the situation with PJSC, rules similar to the previous case apply. The key acts will be the latest editions of the Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.

The authorized capital of a public company consists of shares acquired by the owners at their original cost at the time of issue. The par value of the securities must be the same. Just like the rights of shareholders, which should be equal. Size authorized capital can either increase or decrease according to the current market situation. This occurs through the issuance of additional securities or through the repurchase of own shares from large investors. The authorized capital must include at least 1000 minimum wages.

PJSC participants

In this case, the participants will be all owners of shares in the company. Any citizen of the Russian Federation who has reached 18 years of age can become a PJSC participant. Shareholders have no legal and financial liability for the actions of society, but only have some rights. For example, they can take part in the general meeting and vote. The only possible losses for security holders are related to the value of shares or dividends.

NAO participants

The procedure for membership in organizations of this type is different from PJSC. Only participants of a non-public joint stock company will be founders. This is due to the peculiarities of regulation of such companies. The founders will also be shareholders, and their bonds do not extend beyond the boundaries of this organization. There cannot be more than fifty participants, otherwise the NJSC must be reorganized into a public joint-stock company.

Reorganization from one form to another

The legislation provides for the possibility of changing one organizational and legal form to another. Using the example of transforming a NJSC into a PJSC, we can highlight the following obligations arising before the organization:

Increasing the authorized capital to the required minimum (1000 minimum wage).
Development of documents confirming changes in the rights of shareholders.
Issue of shares.
Complete inventory.
Involvement of an auditor.
Development of a new charter and related documentation.
Re-registration in the Unified State Register of Legal Entities.
Transfer of property to a new legal entity.

Registration: public and non-public joint stock companies

The first step is to choose a legal form, public joint stock company or another type, in accordance with the needs of the organization being created. Next you need to prepare everything Required documents: an agreement between the founders, if there is more than one person, then - documents on the types and types of shares, their value and quantity. Afterwards, a charter is developed, which includes:

The name of the organization in full and in the form of abbreviations; in the case of a public company, this should be reflected in the name.
Legal address.
Number and price of shares at par.
Types of shares issued.
Rights of shareholders owning one or another category of shares.
Cost of authorized capital.
Procedure for holding various meetings, voting and making decisions.
The powers and decision-making algorithm of management bodies are in accordance with current legislation.

Now you need to register the company with the local tax authority, which one depends on the city and region in which the registration is made. It is necessary to fill out and provide all the required documents, have them certified by a notary and pay a fee. Registration will be completed within 5 working days. Next, you will have exactly 30 days to issue and register shares, and you will also need to select the company that holds the register of shareholders.

It should be noted that the process of registration and creation of joint stock companies is a very responsible decision. Problems with documentation and various forms can arise even when registering an individual entrepreneur, so you should not save on creating a future organization; if any difficulties arise, it is recommended to contact competent specialists in the tax, legal and financial spheres. The correctly chosen organizational and legal form is the first step on the path to a successful business, and this choice should be made as thoughtfully as possible.

The type of legal form often matters in business. Because this is often a requirement in relation to specific types of activities. It is also selected based on the size of the company. Among other things, the number of participants matters. According to these and other criteria, it is customary to choose the most favorable form of activity.

Let's consider a fairly common form of PJSC.

PJSC, what is this form of organization and the definition of the abbreviation itself

According to Wikipedia, PJSC is a public joint stock company. A relatively recent type of organizational and legal form. The basis is almost identical to the previously existing form of OJSC (open joint stock company). The form of company is characterized by its inherent transparency of activities and open access to purchase shares. It is in this form of presentation that large and reputable enterprises in Russia, for example, Otkritie Bank PJSC, are presented.

In 2014, changes occurred in the legislation of the Russian Federation regarding the organizational and legal forms of companies. The changes affected both the name and functional properties of such forms. And also the previously existing form - ALC (company with limited liability), since it was used very rarely and in limited quantities.

What does it mean to change the name of OJSC, CJSC to PJSC, JSC. The main changes occurred in the name, but not only. The open joint stock company has become public. This became the main feature of the OJSC. The name entails semantic content. That is, according to the new rules, it has become more transparent in its activities.

According to the new legislation, today a PJSC is a joint-stock company, the shares and securities of which are available for free sale on the market.

Differences between OJSC and PJSC (new and old forms). PJSC structure and its features

Difference between PJSC and NAO

In the majority and at the core of the activities of PJSC and NJSC, these are former OJSC and CJSC. However, given the new changes, these two forms have acquired certain differences compared to the previous forms of existence, and have specific differences between themselves.

Let's look at their main differences:

The essence of the corporate agreement in PJSC

This is an innovation in relation to joint stock companies. Is that that a corporate agreement must be concluded between shareholders regulating their rights and responsibilities in the company. In particular, the main requirements for this are:

Unity in the chairmanship, maintaining the same position.
Compliance with the common price of all participants without exception for the shares that they own.
Under excluded conditions, grant permission or prohibit the purchase of shares.

True, not everything can be provided for in a contract. For example, it is impossible to force participants (shareholders) to categorically agree with all decisions of the governing body.

It can be emphasized that voting and majority support in making certain decisions have always taken place as a custom. But now, it is more formal in nature with all its consequences. In particular, non-compliance with the terms of the corporate agreement is the basis for recognizing the decisions of the general meeting as illegal.

It also became an auxiliary document for settling relations for a non-public form of society. With the participation of all parties to the agreement, significant changes in its management can be resolved by introducing changes specifically to it, and not to the charter. If there is a serious change in the rights of shareholders in such an agreement, the latter is subject to registration in the Unified State Register of Legal Entities.

Renaming from an old form to a new one (re-registration)

Those who are not afraid of new changes regarding the form of government and want to continue operating as an open joint stock company must carry out a number of actions for re-registration. That is, adjust the statutory documents to the new requirements. Fortunately, the period is unlimited. However, there is no reason to delay this process. Moreover, entering into legal relations in the previous form can confuse both you and your counterparties in terms of their settlement.

The decision to rename the company is made by the Assembly. In this regard, it can be approved by:

Convening an extraordinary meeting of shareholders
At the next scheduled meeting to resolve planned issues, as an addition to the decision on the agenda.
By raising this issue at mandatory annual meetings of shareholders.

For state registration these changes, the following documents should be submitted to the relevant tax authority:

Statement of the established form
Minutes of the shareholders meeting
New edition of the Charter - 2 pcs.

Actions to register changes on behalf of the company can be carried out directly by the manager, or by a trusted person on the basis of a power of attorney.

The body carrying out registration must make a decision within five banking days: registration or refusal with a reasonable explanation.

If registration is successful, then after it You should also perform a number of actions:

Eliminate old stamps and seals, make new ones according to the new name.
Inform banks to change all necessary data.
Notify the company with which you have a business relationship. This can be done in the form of a standard change message for all counterparties.
Official and publicly accessible sources where your old name appears should also be informed and correct information about the form of the joint stock company must be entered.

Important aspects of the new charter of a joint stock company

The procedure for re-registration from the old form to the new one began a long time ago and a certain practice on this issue has been formed. Those who are just deciding to re-register have the right to take advantage of certain recommendations and even sample charters. This is exactly what we want to draw attention to.

Important points of the charter:

Of course, these are just some of the highlights. In any case, when drawing up the charter, it is necessary to clearly think through all the points, and most importantly, to register them according to the law.

How to correctly rename a joint stock company in English?

It is no secret that many Russian joint-stock companies carry out activities with the participation of foreign counterparties. Therefore, the desire is completely understandable reliably state the name in English, which is generally accepted for foreign economic relations.

Practice has shown that in relations, in particular, with Ukrainian companies (where PJSC existed somewhat earlier), the name public joint-stock company is appropriate.

To be convincing consider the options. For example, the UK calls this form of organization a public limited company, and the USA calls it a public corporation. That is, there is no longer a single position here.

If you lean towards the “public joint-stock company” option, then there is a more than weighty argument in its favor. Thus, business custom characterizes this form of organization in the countries of the former USSR. Therefore, on the world market it is quite clear what we are talking about.

Let's summarize our important topic

We considered the most basic aspects that are most important when creating this form of organization. In addition to recommendations and practice, you should clearly monitor legislation on this issue. After all, the slightest changes, if they are not taken into account in time, can harm successful and coordinated activities.

Regarding the prospects of such a form, it can be noted that its choice is relevant for the discovery or reformation of an existing large-scale and successful business. This form is no less beneficial for investors. After all, shares can be sold at any time with virtually no special restrictions. And in a company with high ratings, shares will have a pleasant price.

We are all used to thinking that business is a closed sphere, and you can get into it if you have profitable idea, finance and partners. For a long time, buying shares in Russia was not considered a profitable investment, since there was no trading in securities as such. But since 2015, after the transfer of shares into book-entry form, the situation on the stock market has changed for the better. Shares have become a liquid commodity.

Entrepreneurs were also interested in the innovations; they received another tool for attracting investment in their business. But, of course, you can use it only if you organize your enterprise in the form of a public joint-stock company (PJSC).

What is a public joint stock company?

Public joint stock company (abbreviation PJSC) is the name of the organizational and legal form of a business entity. On English language this term translates as public corporation. In addition to PJSC, there are also LLCs, JSCs, general partnerships, production cooperatives, etc.

PJSC – commercial enterprise, the authorized capital of which is divided into shares, and these shares are freely traded on the stock market. What follows from this definition?

PJSC – entity, the purpose of which is to obtain commercial profit (there are no non-profit PJSCs);
you can do any kind of work economic activity and make a profit from it (trading its own shares cannot be the main direction of a PJSC);
The PJSC puts up for public auction the right to participate in its authorized capital, recognizes the buyer as its participant, vests management powers and pays it a portion of the profit;
the company cannot choose its shareholders, and anyone has the right to buy shares put up on the stock market.

Distinctive features of JSC and LLC:

The procedure for the creation and functioning of public joint-stock companies is enshrined in Federal Law No. 208 “On Joint-Stock Companies.” This law provides for the following procedure:

the founders sign an agreement on the creation of a PJSC, where they indicate the name of the future legal entity, the size of the authorized capital (at least 100,000 rubles), the number of common and preferred shares, the procedure for assessing the contributions of each founder, etc.;
according to the agreement on the creation of the PJSC, the founders distribute among themselves the primary stake (actual payment of the nominal value of 50% of the stake must be made within 3 months from the date of state registration of the PJSC, full redemption - within a year);
a protocol on the establishment of the company and the Charter are drawn up and signed;
PJSC is registered with the Federal Tax Service and the Social Insurance Fund;
opening a bank account;
The first issue is registered with the Central Bank and an agreement is concluded with the official registrar who will maintain the register of shareholders.

Important: Since 2014, the abbreviation OAO, which stood for open joint-stock company, has not been used in Russia.

Charter

The only document of title of a public joint stock company is its Charter. It is developed for each PJSC and is individual in nature, although it must also reflect mandatory conditions.

name and legal address;
list of activities;
authorized capital and data on shares (quantity, nominal value, types, etc.);
rights of owners of common and preferred shares;
procedure for convening a general meeting of shareholders;
executive bodies PJSC, their competence.

Important: each shareholder has the right to receive from the PJSC a certified copy of the current Charter (the cost of issuing a copy should not exceed the cost of paper and copying).

Changes to the Charter are made by decision of the general meeting of shareholders. In the case of an additional issue of shares, amendments related to an increase in the authorized capital may be accepted by the executive body, but this right must be recorded in the Charter itself.

Advice: An analysis of the activities of a PJSC should begin with a study of the Charter. Any discrepancy between the activities of a joint-stock company and the charter provisions entails adverse legal consequences.

Shareholders' rights

A person receives shareholder rights after purchasing a share and entering information about the purchase into the shareholder register. After securing the data, the shareholder can receive an extract from the register.

All shareholder rights can be divided into four categories related to:

share ownership;
PJSC management;
partly in the profit and property of the company;
non-property rights.

Rights based on share ownership include:

possibility of sale;
pledge;
donation;
inheritance;
exchange, etc.

The shareholder exercises these rights within the framework of ordinary contracts, taking into account the specifics of the Federal Law “On the Securities Market”. The shareholder exercises the right to manage the PJSC at regular and extraordinary general meetings. The issues that shareholders can decide are determined by the Charter. Here are the main ones:

amendment of the Charter;
election or re-election of executive bodies, members of the audit commission and auditor;
amount and procedure for payment of dividends;
approval of annual reports;
approval of significant transactions, etc.

Duration and procedure for notifying the shareholder about the meeting: 20 days before it is held by registered mail or by courier mail.

The shareholder has the right to a percentage of the profit during the operation of the PJSC and to a part of the property upon liquidation of the business entity.

Important: if the enterprise has neither profit nor property, then the shareholder cannot demand any payments in his favor.

Personal non-property rights include the right to information and compensation for moral damage caused by unlawful actions of the PJSC.

Controls

PJSC has a rather complex structure of executive bodies, each of which is endowed with its own competence, defined by the Charter.

Some executive functions are performed by the meeting of shareholders:

approval of reporting;
profit distribution;
OK internal documents society, etc.

General meeting does not resolve current economic issues, does not inspect the work of departments, does not give instructions and orders to individual employees, does not fire or hire personnel.

Managing current economic activities is the task general director and boards. These executive bodies are appointed by the board of directors. The Board is involved in:

development priority areas activities of the company;
organization of accounting;
disposal of property and finances;
conclusion employment contracts and contracts with personnel, etc.

One of the key governing bodies is the board of directors.; he is elected by the shareholders for the general management of the company. Board of Directors:

convenes annual and extraordinary meetings of shareholders;
gives orders to the head of the organization;
makes decisions on reducing and increasing the authorized capital, if provided for by the Charter;
approves decisions on additional issue (issue of shares);
recommends the amount of dividends per share, etc.

Supervision of financial activities society leads audit committee, which is chosen by the meeting of shareholders.

Responsibility of participants

Shareholders are responsible to society for fulfilling their obligations. The owner of shares is obliged:

pay for shares;
maintain confidentiality;
promptly notify the registrar (the person registering shares) about changes in your data;
do not allow actions that may cause harm to the property or non-property rights and interests of the PJSC.

Responsibility for non-payment of shares is deprivation of the right to vote at general meetings. If, as a result of a violation of confidentiality rules or in the event of untimely notification of the registrar about changes in personal data, the shareholder causes losses to the company, then the PJSC may recover material and moral damages in court.

Important: if you (the owner of the shares) do not attend the meeting of shareholders, and due to your failure to appear, the work of the entire organization is blocked, then the PJSC may make a claim against you and demand compensation for damages.

The responsibility of a shareholder to other business entities entering into relations with the company is determined only by the value of the shares that he owns. If a PJSC has fallen and is facing bankruptcy, then all that a shareholder can lose is their shares.

How does a public joint stock company differ from a non-public one?

A non-public joint-stock company is a joint-stock company that does not offer its shares for public sale. In civil legislation, the abbreviation AO is used for this organizational and legal form, which stands for non-public joint stock company. There is no abbreviation NAO.

The main differences between JSC and PJSC:

In addition, for JSC there is a lower threshold for authorized capital - at least 10,000 rubles, there are no requirements for annual publication financial statements and limited maximum amount shareholders – 50 entities (individuals and legal entities).

Let's sum it up

The opportunities of a public joint stock company are of interest both to ordinary citizens, who can purchase shares, become co-owners of production assets and receive dividends annually, and to business entities. The latter get a chance to increase equity and successfully promote your trademark On the market.

In addition, a development opportunity has emerged around the growing stock market activity. These are consulting, auditing, and brokerage companies that support the activities of joint-stock companies, create new jobs and contribute to the formation of the national gross product.

Civil Code of the Russian Federation Article 97. Public joint stock company

ConsultantPlus: note.

If, as of 07/01/2015, the charter and name of a JSC created before 09/01/2014 indicate that it is a PJSC in the absence of signs of publicity, such a JSC must register a share prospectus before 07/01/2020 or change the charter, excluding public status from the name (Federal Law dated 06/29/2015 N 210-FZ).

ConsultantPlus: note.

JSCs created before September 1, 2014 and meeting the criteria of a PJSC are recognized as such, regardless of whether this is indicated in their name. For exceptions to this rule and refusal of public status, see Federal Law No. 99-FZ dated May 5, 2014.

1. A public joint stock company (clause 1 of Article 66.3) is obliged to submit for inclusion in a single State Register legal entities information about the company's corporate name, containing an indication that such a company is public.

A joint stock company has the right to submit information about the company's corporate name, containing an indication that such a company is public, for inclusion in the unified state register of legal entities.

A joint stock company acquires the right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded under the conditions established by securities laws, from the date of entry into the unified state register of legal entities of information about the company's corporate name containing an indication that such a society is public.

2. The acquisition by a non-public joint-stock company of the status of a public company (clause 1 of this article) entails the invalidity of the provisions of the charter and internal documents of the company that contradict the rules on a public joint-stock company established by this Code, the law on joint-stock companies and laws on securities.

3. In a public joint-stock company, a collegial management body of the company is formed (clause 4 of Article 65.3), the number of members of which cannot be less than five. The order of education and competence of the specified collegial body management are determined by the law on joint stock companies and the charter of a public joint stock company.

4. Responsibilities for maintaining the register of shareholders of a public joint-stock company and performing the functions of the counting commission are carried out by an organization that has a license provided for by law.

(see text in the previous edition)

5. In a public joint stock company, the number of shares owned by one shareholder, their total par value, as well as the maximum number of votes granted to one shareholder cannot be limited. The charter of a public joint stock company cannot provide for the need to obtain anyone's consent to alienate shares of this company. No one can be granted the right of pre-emption to acquire shares of a public joint-stock company, except in cases provided for