33. Open and closed joint stock companies: concept, procedure for creation, constituent documents. Shareholders
A joint stock company is a company whose authorized capital is divided into a certain number of shares.
The main provisions of the Sat of Joint Stock Companies are enshrined in the Civil Code of the Russian Federation, Federal Law of December 26, 1995 No. 208-FZ<Об акционерных обществах>.
The corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.
Participants of a joint stock company (shareholders) are not responsible 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.
Types of joint stock companies:
1) an open company, the participants of which can alienate their shares without the consent of other shareholders.
Such a joint stock company has the right to conduct an open subscription for the shares it issues and their free sale;
2) a closed company, the shares of which are distributed only among its founders or other predetermined circle of persons.
Such a society does not have the right to conduct an open subscription for shares issued by it or otherwise offer them for acquisition to an unlimited number of persons.
The founders of a joint stock company enter into an agreement between themselves that determines the procedure for their joint activities to create a company, the size of the company’s authorized capital, the categories of shares issued and the procedure for their placement, etc.
The agreement on the establishment of a joint stock company is concluded in writing.
The founders of a joint stock company are jointly and severally liable for obligations that arose before the registration of the company.
The constituent document of a joint stock company is the charter, approved by the founders.
The charter of the joint stock company contains: 1) name legal entity; 2) its location; 3) information about: a) the procedure for managing the activities of a legal entity; b) categories of shares issued by the company, their par value and quantity, the size authorized capital society; c) rights of shareholders; d) the composition and competence of the company’s management bodies and the procedure for their decision-making (issues are considered, decisions on which are made unanimously or by a qualified majority of votes).
A joint stock company has the right, by decision of the general meeting of shareholders, to increase or decrease its authorized capital by increasing or decreasing the par value of shares or issuing additional shares.
Supreme governing body of a joint stock company general meeting its shareholders. The exclusive competence of the general meeting of shareholders includes:
Changing the company's charter;
election of members of the board of directors (supervisory board) and the audit commission (auditor) of the company and early termination of their powers;
decision on reorganization or liquidation of the company, etc.
34. Authorized capital of JSC. JSC funds
Minimum authorized capital should be not less than a thousand times the minimum wage, established by federal law on the date of registration.
An increase in the authorized capital is possible by increasing the nominal value of shares (the decision is made by the general meeting of shareholders) or by placing additional shares (the decision is made by the general meeting of shareholders or the board of directors (supervisory board), if in accordance with the company's charter it is granted the right to make such a decision).
Authorized capital can be reduced by reducing the par value of shares or reducing their total number.
The joint stock company has the right to issue and place two types of shares: ordinary and preferred.
Ordinary share gives the right to vote at the general meeting of shareholders, the right to receive a non-predetermined dividend from the company’s net profit for the current year and the right to receive part of the company’s property upon its liquidation. The par value of all ordinary shares of the company is the same.
Article 99. Authorized capital of a joint-stock company
1. The authorized capital of a joint-stock company is made up of the par value of the company's shares acquired by shareholders.
Authorized capital of the company defines minimum size property of the company guaranteeing the interests of its creditors. He can't be less the amount provided for by the law on joint stock companies.
2. It is not permitted to release a shareholder from the obligation to pay for the company's shares., including releasing him from this obligation by offsetting claims to society.
3. An open subscription for shares of a joint-stock company is not allowed until the authorized capital is paid in full. When establishing a joint stock company, all its shares must be distributed among the founders.
Resolution of the Constitutional Court of the Russian Federation dated July 18, 2003 N 14-P, the provision of paragraph 4 of Article 99 in conjunction with the provisions of paragraphs 5 and 6 of Article 35 of the Federal Law of December 26, 1995 N 208-FZ, on the basis of which the joint-stock company is subject to liquidation by a court decision, if the value of its net assets becomes less than the minimum amount of authorized capital determined by law, which is recognized as not contradicting the Constitution of the Russian Federation.
4. If at the end of the second and each subsequent financial year the value of the company’s net assets is less than the authorized capital, the company is obliged to declare and register in in the prescribed manner reduction of its authorized capital. If the value of the specified assets of the company becomes less than specified by law minimum amount of authorized capital (clause 1 of this article), company subject to liquidation.
5. The law or the charter of the company may establish restrictions on the number, total par value of shares or the maximum number of votes belonging to one shareholder.
Article 100. Increasing the authorized capital of a joint-stock company
1. A joint stock company has the right, by decision of the general meeting of shareholders, to increase the authorized capital by increasing the par value of shares or issuing additional shares.
2. An increase in the authorized capital of a joint-stock company is allowed after it has been fully paid. An increase in the authorized capital of the company to cover losses incurred by it is not allowed.
3. In cases provided for by the law on joint stock companies, the company's charter may establish the preemptive right of shareholders owning ordinary (ordinary) or other voting shares to purchase additional shares issued by the company.
Article 101. Reduction of the authorized capital of a joint-stock company
1. A joint stock company has the right, by decision of the general meeting of shareholders, to reduce the authorized capital by reducing the par value of shares or by purchasing part of the shares in order to reduce their total number.
Reducing the authorized capital of the company is allowed after notifying all his creditors in the manner determined by the law on joint stock companies. In this case, the company's creditors have the right to demand early termination or fulfillment of the company's relevant obligations and compensation for losses.
The rights and obligations of creditors of credit institutions created in the form of joint-stock companies are also determined by laws regulating the activities of credit institutions. (paragraph introduced by Federal Law dated 07/08/1999 N 138-FZ)
2. Reducing the authorized capital of a joint-stock company by purchasing and redeeming part of the shares is permitted if such a possibility is provided for in the company’s charter.
Article 35. Funds and net assets of the company
1. Society is creatingRESERVE FUND in the amount provided for by the company's charter, but not less than 5 percent of its authorized capital.
(as edited by the Federal law dated 07.08.2001 N 120-FZ)
(see text in previous editors)
The reserve fund of the company is formed through mandatory annual contributions until it reaches the size established by the charter of the company. The amount of annual contributions is provided for by the company's charter, but cannot be less than 5 percent of net profit until the amount established by the company's charter is reached.
The company's reserve fund is intended to cover its losses, as well as to repay the company's bonds and repurchase the company's shares in the absence of other funds.
The reserve fund is not may be used for other purposes.
2. The charter of the company may provide formation from net profit of a specialCOMPANY EMPLOYEES JOINT STOCK FUND . Its funds are spent exclusively on the acquisition of shares of the company, sold by the shareholders of this company, for subsequent distribution to its employees.
In the event of a paid sale to the company's employees of shares acquired at the expense of the company's employees' corporatization fund, the proceeds are used to form the said fund.
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Creation order |
on the initiative of the founders |
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Founding document |
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Composition of participants (shareholders) |
Citizens and legal entities; maybe one person. Number of participants closed society– no more than 50, and open – unlimited. |
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Authorized capital |
Consists of the value of contributions (shares) of participants, issued in shares. A closed company - the size of the authorized capital is not less than 100 times the minimum wage, in an open company - not less than 1000 times the minimum wage. Shareholders of an open company have the right to freely sell and buy shares |
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Responsibility of participants |
Shareholders are not liable for the obligations of the joint stock company, but bear the risk of losses within the value of the shares |
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Control |
The supreme body is the meeting of participants; executive body – board, director; a supervisory body may be created - a board of directors |
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Profit distribution |
Proportional to share price |
Concept and institution. A joint-stock company is a business company formed by persons who have combined their capital into an authorized capital divided into a certain number of equal shares expressed in securities - shares. JSC is a type of commercial organization of a corporate nature that has the rights of a legal entity. Participants of a joint-stock company - shareholders - have rights of obligation in relation to the joint-stock company, enshrined in shares. The shareholder's liability for the JSC's obligations is limited to the value of its shares; in essence, the value of the share determines the limits of the shareholder's entrepreneurial risk. The subject of ownership of funds and other property contributed by the founders and shareholders to the JSC is the JSC itself as a legal entity.
After 1917 and the widespread nationalization of industry, the joint-stock movement in Russia came to naught by mid-1918. However, with the transition to NEP, interest in various forms entrepreneurial activity reborn again. Before the adoption of the Civil Code of 1922, it is worth noting certain, one might say, preliminary steps that created the preconditions for the appearance in the Civil Code of a set of rules on trading partnerships. The Law of May 22, 1922 “On basic private property rights recognized by the RSFSR, protected by its laws and protected by the courts of the RSFSR” * (145) provided all legally capable citizens with the opportunity to organize industrial and commercial enterprises, including joint-stock companies.
On January 1, 1923, the Civil Code came into force on the territory of the RSFSR, which contained the basic rules governing the legal status and activities of joint-stock companies. The Civil Code designated joint-stock companies with the terms “joint-stock partnerships” and “share partnerships”. In Art. 322 of the Civil Code, the definition of a joint-stock company was given: “A joint-stock (or share) partnership is recognized as a partnership (company) that is established under a special name or company with fixed capital divided into a certain number of equal parts (shares), and for the obligations of which only the property of the company is liable.” The JSC form was also used for government organizations, whose shares could belong exclusively to the state. In connection with the almost complete nationalization of the national economy, the provisions of the Civil Code on trading partnerships have lost force and the list of types of legal entities in Art. 24 of the Civil Code of 1964 does not mention trading partnerships at all.
Russia's transition on the way market economy demanded the revival of organizational and legal forms capable of ensuring the unhindered development of entrepreneurship. The use of the JSC form has become one of the essential tools privatization of state and municipal enterprises. The restoration of legislation on joint stock companies began with the approval by the Council of Ministers of the RSFSR on December 25, 1990 of the Regulations on Joint Stock Companies.
Part one of the Civil Code of the Russian Federation, adopted in 1994, and created on the basis of Ch. 4 of the Civil Code of the Law on Joint-Stock Companies of December 26, 1995 regulated relations related to the establishment and activities of joint-stock companies.
The Law on Joint Stock Companies is applicable to all joint stock companies operating in Russia. Features of the creation and legal status of joint-stock companies in the areas of banking, insurance and investment activities, as well as companies formed on the basis of enterprises and organizations of the agro-industrial complex, should be determined by special federal laws * (146).
The creation of a JSC is possible either by establishing a previously non-existent JSC, or by reorganizing an existing commercial organization. Essentially, reorganization is a form of termination of a legal entity, which consists in the fact that instead of one (or several) subjects of civil turnover, a new person appears in it, inheriting, to a certain extent, the rights and obligations that belonged to the legal predecessor. A necessary condition The acquisition by a JSC of the rights of a legal entity is its state registration with the justice authorities * (147). The creation of a joint-stock company is an act of will committed by persons with civil legal capacity and legal capacity - the founders. Both citizens and legal entities can act as founders. Owner-financed institutions may be members of a joint-stock company with the permission of the owner. The decision to create a JSC is made by the founders jointly and unanimously, but the Law allows for the creation of a JSC by one person and then the will of this person is sufficient. constituent Assembly makes decisions on three main issues: the creation of a joint-stock company, approval of its charter, election of management bodies. On the most important issues, decisions are made unanimously. The decision on the formation of management bodies is made by a three-quarters majority of the number of votes belonging to the founders in accordance with the total number of voting shares due to them, taking into account their property contributions.
The law distinguishes between two types of joint-stock companies - open and closed. Open joint-stock companies (OJSC) have the right to conduct an open subscription for the shares they issue; the number of shareholders in them is not limited; shareholders have the right to alienate their shares without the consent of other shareholders. In closed joint-stock companies (CJSC), the number of shareholders should not exceed fifty, shares are distributed among the founders or a pre-limited circle of persons, CJSC shareholders have a preemptive right to purchase shares sold by other shareholders of the company (detailed explanations regarding the pre-emptive right to purchase shares in a CJSC are contained in paragraph 7 Resolution of the Plenums of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated April 2, 1997 N 4/8). The authorized capital of a closed joint-stock company cannot be less than one hundred times the minimum wage established by federal law on the date state registration society. For an OJSC, the size of the authorized capital is not less than a thousand times the minimum wage.
The ability to have an unlimited number of founders and shareholders in an OJSC creates conditions for mobilizing significant capital to ensure the solution of major economic problems. Limiting the number of shareholders of a closed joint-stock company brings this form of business companies closer to limited liability companies and creates the advantage of visibility of the personal composition of the joint-stock company, and this can be important both for internal relations in the joint-stock company and for relations with external partners.
The only constituent document of a JSC is its charter. The agreement on its creation concluded by the founders of the company is a simple partnership agreement (agreement on joint activities) and does not apply to the constituent documents (see paragraph 3 of the resolution of the Plenum of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated April 2, 1997 N 4/8). The charter is a local normative act regulating internal relations between shareholders and management bodies of the joint-stock company. Its legal force and binding force for all shareholders and bodies of the JSC are based not only on the fact of approval of the charter by the founders, but also on the subsequent state registration of the JSC. The law provides an approximate list of information that must be contained in the charter; the founders also have the right to include in the charter any items that do not contradict the law.
The charter distinguishes between informational and normative provisions. The information that an interested person can obtain from the charter should give a complete picture of the JSC as a subject of civil law, i.e. first of all, to individualize the joint-stock company, characterize the main directions of its activities, and reflect the state of its property. The charter defines the rights of shareholders for various categories of shares. It establishes the organizational structure of the joint-stock company, determines the structure of the bodies and normalizes the procedure for their formation and activities.
Protecting the interests of shareholders, the Law established that only the charter, adopted unanimously, can provide for restrictions on the number of shares owned by one shareholder or their total nominal value for one shareholder. A statutory limitation on the maximum number of votes belonging to one shareholder is also allowed, regardless of the number of shares he or she owns. Changes and additions to the charter of a joint-stock company are made by decision of the general meeting of shareholders and become valid from the moment of their state registration.
A special type of joint stock company, occupying an intermediate position between joint-stock companies and production cooperatives, is the so-called people's enterprise - a joint-stock company of enterprise employees * (148).
Federal Law of July 19, 1998 “On the peculiarities of the legal status of joint-stock companies of workers (national enterprises)” * (149) (hereinafter referred to as the Law on People’s Enterprises) was adopted in accordance with paragraph 2 of Art. 1 of the Law on Joint Stock Companies, where there is a mention of “other federal laws”, the effect of which may extend to joint stock companies, which have certain characteristics compared to general provisions Law on Joint Stock Companies. The provisions of the Law on People's Enterprises must ensure the direct participation in the management of a joint-stock company not only of shareholders, but also of those employees of the enterprise who are not shareholders. A system of measures is also prescribed to protect shareholders and employees from possible abuses on the part of persons included in the management bodies of a national enterprise. At the same time, the implementation of the set goals begins with the procedure for creating a joint-stock company of workers (people's enterprise).
Joint-stock companies of workers (people's enterprises - PE) are created only by transforming a commercial organization - a business partnership and society, a production cooperative. State and municipal unitary enterprises, as well as open joint-stock companies whose employees own less than 49% of the authorized capital (Article 2 of the Law on People's Enterprises) cannot be transformed into PEs. It is assumed that in the latter case, the influence of employees on the affairs of the enterprise will be insufficient. The decision to transform is made by the participants of the existing commercial organization.
The peculiarity of creating an NP is that this requires the expression of the will of not only the participants of the commercial organization being transformed into a NP, but also the consent of the employees of this organization, i.e. persons associated with the organization in labor relations. Participants decide to create an NP by a three-quarters majority vote. The Law on People's Enterprises does not indicate by what majority the employees of a commercial organization must express their consent. It should be considered that for the consent to be valid, at least three-quarters of the votes of all employees, including those who are participants in the commercial organization being transformed, are required. The next stage of creating a non-profit partnership is the conclusion of an agreement between employees who have expressed consent to the establishment of a national enterprise, who wish to become its shareholders, and participants in the transformed commercial organization. Employees who do not agree to the transformation of the commercial organization do not participate in the agreement and do not become shareholders of the NP.
The agreement on the establishment of a non-profit partnership must contain information common to agreements on the establishment of a joint stock company (Clause 5, Article 9 of the Law on Joint Stock Companies), and, in addition, information on the number of shares that each employee may own at the time of its creation, in including those who are a participant in the commercial organization being transformed and who have decided to become a shareholder of the NP; every participant of a commercial organization who is not its employee; each individual who is not a member of the commercial organization being converted and/or legal entity. The monetary value of the shares (shares, shares) of the commercial organization being transformed, the conditions, terms and procedure for the repurchase of its shares from shareholders by the national enterprise in order to comply with the requirements of the Law on National Enterprises and the terms of the agreement on its creation must also be indicated. It is necessary to determine the forms of payment for shares of the NP or the procedure for exchanging shares (shares, shares) of the converted commercial organization for shares of the NP by each shareholder at the time of creation of the NP.
If for a JSC the only constituent document in accordance with clause 3 of Art. 98 of the Civil Code is the charter, then for the activities of NP great importance also acquires a creation agreement. Agreement on the establishment of a joint-stock company, provided for in paragraph 5 of Art. 9 of the Law on Joint-Stock Companies, defines the relations of the founders during the period of creation of the company, and the agreement on the creation of a partnership extends its effect throughout the period of its existence. The agreement on the establishment of a joint-stock company regulates joint activities founders in the process of creating a company. This agreement terminates after the parties to the agreement achieve the goal set by them.
The agreement on the creation of a non-profit partnership does not cease to be valid after the state registration of the enterprise. This is evidenced by his prerequisites listed in paragraph 1 of Art. 3 of the Law on People's Enterprises. So, according to paragraph 5 of Art. 4 of this Law, by the agreement on the creation of a non-profit partnership, the share of the enterprise’s shares in the total number of shares that may be owned in the aggregate at the time of its creation by the participants of the transformed commercial organization who are not its employees may be determined for a period of up to five years differently than provided for in paragraph. 5. Thus, this agreement will regulate internal relations in the NP for a period of up to five years after its creation. A similar effect of the agreement in relation to the share of shares of an NP that may belong to one employee is provided for in clause 6 of Art. 4 of the Law on People's Enterprises. Does the above mean that the agreement on the creation of a non-profit partnership should be considered one of the constituent documents of this legal entity? If the NP is a joint-stock company, and this circumstance is reflected even in the title of the law - on the peculiarities of the position of joint-stock companies of employees, then the question posed should be answered in the negative, and the corresponding provisions of the Law on People's Enterprises, in which the validity of the agreement on the establishment of an enterprise extends to its activity, be recognized as violating the rules of paragraph 3 of Art. 98 Civil Code.
In accordance with paragraph 2 of Art. 3 of the Law on National Enterprises, the agreement must be signed by all persons who decide to become shareholders of the NP. The implementation of this rule may cause certain practical difficulties if there is a significant number of persons who decide to become shareholders, since the number of shareholders of an NP can reach 5,000. large number persons who wish to become shareholders may sign an agreement by power of attorney issued by a certain number of specified persons to one of them as an authorized person to sign the agreement. Persons issuing a power of attorney are parties to a multilateral agreement aimed at creating a partnership. It seems that such a power of attorney must be notarized.
2. Property. basis commercial activities JSC is the authorized capital, made up of the nominal value of the company's shares acquired by shareholders. The authorized capital of the company determines the minimum amount of the company's property that guarantees the interests of its creditors. The formation of the authorized capital occurs in the process of establishing a joint-stock company by paying for shares. Shares can be paid for in cash, securities (bills, checks, warrants, etc.), other things or property rights or other rights that have a monetary value. Among the property rights, we should mention the exclusive rights of a citizen or legal entity to the results of intellectual activity and equivalent means of individualization of a legal entity, individualization of products, work performed or services (company name, trademark, service mark, etc.). Certain information may also have commercial value ( trade secret), which is also included in the payment for shares. Property (including property rights) is assessed at market price. The market price is the price at which the seller, who has full information about the value of the property and not obliged to sell it, would agree to sell it, and the buyer, who has full information about the value of the property and is not obliged to buy it, would agree to purchase it.
A reserve fund must be created in a joint-stock company to cover the losses of the joint-stock company, repay its bonds and repurchase shares in the absence of other funds. Spending the reserve fund for other purposes is not permitted. The charter may provide for the formation of another special fund - a corporatization fund for the company's employees, spent on the acquisition of shares with their subsequent placement among the employees of the joint-stock company. The law does not name any other funds, but does not prohibit their creation. Based on this, the possibility of including other target funds in the charter is not excluded.
The authorized capital fixed at the creation of the joint-stock company may subsequently be subject to change - increase or decrease. These circumstances are reflected in the charter and are registered as changes in it. The decision to increase the authorized capital is made by the general meeting or the board of directors, if such powers are granted to it by the charter. The decision to reduce it can only be made by the general meeting of shareholders. An increase in the authorized capital is possible by increasing the par value of shares or placing additional shares, a decrease - by reducing the par value of shares or reducing their total number. A reduction in the total number of shares is permitted, in particular, through the acquisition of own shares, which are redeemed upon acquisition. The joint-stock company does not have the right to make a decision to acquire part of the placed shares if, as a result, shares with a total par value of less than the authorized capital level established by law remain in circulation. The repurchase of shares is carried out not only on the basis of a decision to reduce the size of the authorized capital, but also at the request of shareholders in cases provided for by law. The owner of voting shares has the right to demand the repurchase of his shares if a decision is made to reorganize the company or carry out a major transaction, and he voted against the reorganization or the transaction or did not take part in the voting. The same right belongs to the owner of voting shares in the event of a decision to make amendments and additions to the charter of the joint-stock company or approval of the charter in new edition, as a result of which his rights were limited.
Controls. The most important issue in the activities of any corporate entity is the formation of its will as a single subject of civil circulation. The structure of JSC bodies provided for by the Law is designed to ensure the interests of shareholders, the opportunity to really influence economic activity JSC. A unique system of “checks and balances” has been created.
The Law defines the competence of JSC management bodies. Its redistribution between authorities is not allowed, except for a limited number of cases specified in the Law. Thus, the charter may provide that the formation of the executive body and the early termination of its powers, which by dispositive rule of law fall within the competence of the general meeting of shareholders, are within the competence of the board of directors (supervisory board). The same applies to resolving the issue of changing the charter in connection with an increase in the authorized capital. For its part, the board of directors does not have the right to transfer its exclusive powers to the executive body.
The main body of a joint stock company is the general meeting of shareholders, which forms the executive and control bodies. The executive body can be the board, the directorate - collegial executive bodies, or the director, general director - the sole executive body. The current activities of the executive bodies are under the control of the board of directors (supervisory board) and the audit commission (auditor) created by the general meeting of shareholders. The Law on People's Enterprises also names the general meeting of shareholders (Articles 10 and 11), the supervisory board (Article 12), general director(Article 13) and the audit (control) commission (Article 14).
The competence of the general meeting is determined by Art. 48 of the Law on Joint Stock Companies. The resolution of a number of the most important issues of the company's activities falls within the exclusive competence of the general meeting of shareholders - they cannot be transferred for decision either to the executive body of the joint-stock company or to the supervisory board (board of directors). Only issues regarding amendments and additions to the charter related to increasing the authorized capital of the company in accordance with Art. 12 and 27 of the Law.
The General Meeting of Shareholders is required to be convened annually within the time limits determined by the charter, in compliance with the deadlines established by law. An extraordinary general meeting is convened by the board of directors (supervisory board) on its own initiative, as well as at the request of the audit commission (auditor) of the joint-stock company, the company's auditor, the shareholder (shareholders) who owns at least 10% of the voting shares. The meeting can be held either with the presence of shareholders or through absentee voting (by poll). By absentee voting, many issues of the life of a joint-stock company can be resolved, with the exception of the election of the board of directors, the audit commission (auditor), the approval of the company's auditor, the consideration and approval of annual reports, balance sheets, profit and loss accounts, and the distribution of profits and losses.
Decisions made by the general meeting are binding on shareholders. However, the law gives the shareholder the right to challenge the decision of the meeting and demand that the court declare it invalid. Recognition of a decision of a general meeting as invalid at the request of a shareholder may occur, in particular, in the event of untimely notification (lack of notification) of the date of the general meeting; failure to provide an opportunity to review necessary materials(information) on issues included in the agenda of the meeting, late provision of ballots for voting held in absentia.
A shareholder may apply to court to declare a decision of the general meeting invalid if there is simultaneously following conditions: 1) the decision was made in violation of the law, other regulatory legal acts or the charter of the joint-stock company; 2) the plaintiff did not take part in the meeting at which the decision was made or voted against it; 3) this decision violated the rights and legitimate interests of the shareholder.
The general meeting cannot exercise all its powers independently: in some cases, the actions of the general meeting must be initiated by the board of directors (supervisory board). In particular, on the recommendation of the council, issues of reorganization of the joint-stock company are resolved - merger, accession, division, spin-off and transformation. In case of voluntary liquidation of the company, the issue is also submitted to the general meeting at the proposal of the board of directors (supervisory board).
The competence of the general meeting of shareholders of the NP is determined in such a way as to ensure the greatest possible participation in it of the maximum possible number of shareholders who are employees of the enterprise. This is achieved by a decision of the general meeting on the maximum share of NP shares in the total number of shares that can be collectively owned by individuals who are not employees of the enterprise and/or legal entities. The same purpose is served by the decision on the maximum share of shares in their total number that can be owned by one NP employee.
The list of issues, the consideration and resolution of which is within the competence of the general meeting at the NP, generally corresponds to the content of Art. 48 of the Law on Joint Stock Companies. The main difference lies in the voting system proposed by the People's Enterprise Law. The proposed “features” are completely at odds with the fundamental principle of the existence and activities of joint-stock companies, where voting occurs on the principle of “one share - one vote.” This principle is determined by the very nature of a joint stock company as an association of capital. It is not without reason that a number of articles of the Law on Joint Stock Companies speak of “voting shares” (for example, Article 49). In order to take part in the affairs of a joint-stock company, one must participate in its capital - we can say that it is not the shareholder who votes, but his capital, expressed in the shares he owns. Article 10 of the Law on People's Enterprises proposes to make decisions on the most important issues of the functioning of an enterprise according to a different, “non-joint-stock” principle - “one shareholder - one vote.” By the same principle, it is proposed to make a decision when voting on the period of powers of the counting commission at the meeting. It is quite obvious that the principle of “one participant - one vote” was borrowed from a completely different organizational and legal form of commercial organizations, based not on the pooling of capital, but on the union of individuals - from production cooperatives. Clause 2 of Art. 15 of the Law on Production Cooperatives establishes that each member of the cooperative, regardless of the size of its share, has one vote when making decisions by the general meeting of members of the cooperative.
Employees of the enterprise who are not shareholders can participate in the work of the general meeting of shareholders of an NP with the right of an advisory vote (Clause 5 of Article 10 of the Law on People's Enterprises). The law does not determine the quantitative proportions of such participation - it does not say whether all employees who are not shareholders, or some part of them, have the right to take part in the meeting. From the point of view of the commercial interests of the enterprise, this rule raises doubts, since the participation of persons who have not directly invested their funds in the joint-stock company may negatively affect the observance of trade secrets.
The creation of a board of directors (supervisory board) is mandatory for a joint stock company with more than fifty shareholders. The charter of a company with a smaller number of shareholders may provide that the functions of the board of directors (supervisory board) will be performed by a general meeting of shareholders (Article 64 of the Law on Joint Stock Companies). The competence of the board of directors (supervisory board) is determined by Art. 65 of the Law. The exclusive competence of this body includes, in particular, determining the priority areas of the company’s activities, convening annual and extraordinary general meetings of shareholders of the company (except for the cases provided for in paragraph 6 of Article 55 of the Law), approving the agenda of the general meeting, recommendations regarding the amount of dividends shares and the procedure for its payment.
Members of the board of directors (supervisory board) are elected by the general meeting of shareholders for one year and can be re-elected more than once. Members of the collegial executive body (board, presidium, etc.) cannot constitute a majority of the board of directors (supervisory board), and the sole executive body (general director, president, etc.) does not have the right to simultaneously be the chairman of the board of directors ( supervisory board).
For NPs, the law also provides for a supervisory board, which is a collegial body, which, subject to the conditions established by clause 7 of Art. 12 of the People's Enterprise Law, a representative of employees who are not shareholders may be elected. The general director, chairman and members of the control (audit) commission are elected only from among the shareholders.
The General Director is the sole executive body of the NP, while the Law on Joint Stock Companies gives shareholders the opportunity to decide for themselves whether to have a collegial or sole executive body. The issue of the chairman of the supervisory board is resolved less democratically than in the Law on Joint Stock Companies. Clause 2 of Art. 66 of the Law on Joint Stock Companies prohibits the sole executive body (general director, etc.) from simultaneously being the chairman of the supervisory board. Clause 4 of Art. 12 of the Law on People's Enterprises as general rule establishes that the chairman of the supervisory board is the ex-officio general director of the NP, unless otherwise provided by the charter. It can be considered quite reasonable to assume that in most cases the scheme proposed by the dispositive norm of the law will be chosen.
The rule of paragraph 10 of Art. cannot be considered an expansion of the rights of shareholders. 10 of the Law on People's Enterprises: the decision of the supervisory board to refuse to include an issue on the agenda or a candidate on the voting list for elections to the position of general director of the NP and chairman of the control commission as a member of the supervisory board and as a member of the control commission can be appealed to the control commission, the decision which on this issue is mandatory for the supervisory board. It seems that the above rule should not prevent the decision of the control commission from being appealed in court. Denial of the right to judicial appeal would mean an unjustified restriction of the rights of NP shareholders in comparison with the rights granted to them by law.
An executive body is created in the joint-stock company, designed to carry out management current activities company (Article 69 of the Law on Joint Stock Companies). He is entrusted with organizing the execution of decisions of the general meeting of shareholders and the board of directors (supervisory board) of the company. Both shareholders and persons who are not shareholders can be elected to the executive body. The powers of the executive body of the company may, by decision of the general meeting, be transferred under an agreement to a commercial organization or individual entrepreneur(to the manager).
Shareholder legislation creates conditions for protecting the rights of shareholders, especially minorities, from abuse by persons included in the management bodies of the joint-stock company. Therefore, the Law on Joint Stock Companies includes rules on the possibility of challenging decisions of the general meeting, board of directors, and executive body. The protection of the rights and interests of the shareholder is carried out in two directions - the protection of his property rights and the protection of his right to participate in the management of the joint-stock company. Of course property rights shareholders are closely related to the right to participate in the management of the company.
Article 71 of the Law on Joint Stock Companies determines the liability of members of the board of directors (supervisory board) of the company, the sole executive body and members of the collegial executive body for losses caused to the company by their guilty actions (inaction). If several of these persons are guilty of causing losses, their liability to society is joint and several.
Rights and obligations of shareholders. The most important property right of a shareholder is his right to receive dividends from the profits of the joint-stock company. The decision to pay dividends is made by the general meeting of shareholders (annual dividends) or the board of directors (interim dividends - for a quarter, for a half-year). The company is obliged to pay only declared dividends. The right to receive dividends arises from the shareholder after the company makes a decision on their payment, which determines the amount of dividends for various categories of shares. In case of delay in payment, the shareholder has the right to file a claim in court to recover from the JSC the amounts due to him. If dividends for the relevant period are not declared, the right to demand their payment does not arise.
The amount of dividends paid on shares of the same category (ordinary) is the same. It is unacceptable to establish the amount of dividends on shares depending, for example, on the shareholder’s length of service at an enterprise owned by a joint-stock company, on the period of ownership of shares; the right to receive dividends cannot be deprived or their amount limited for violation of labor discipline * (150).
Owners of preferred shares do not have the right to demand payment of dividends, the amount of which is provided for in the charter, if the general meeting decided not to pay dividends on shares of a certain type or to pay them in an incomplete amount. In the absence of such a decision, shareholders - owners of preferred shares, the amount of dividends for which is determined in the charter, may make demands for their payment within the established period, and if the deadline is violated, they have the right to go to court. Of course, in cases where, by law, the company does not have the right to make a decision on the payment of dividends, shareholders do not have the right to demand their payment.
The interests of the JSC and its shareholders are designed to protect the rules of the Law on Major Transactions and the interest in the company completing a transaction. When making a major transaction, which, like other transactions, is associated with business risk, probable losses can seriously undermine the property stability of the joint-stock company. Therefore, the law requires, in the interests of the joint-stock company itself and the sustainability of civil turnover, special caution and compliance with special rules. Large transactions are recognized as one or more interrelated transactions for the acquisition or alienation of property or the possibility of alienation by the company of property, the value of which is more than 25% of the book value of the assets of the joint-stock company as of the date of the decision to carry out such transactions. This also includes a transaction or several related transactions for the placement of ordinary or preferred shares, convertible into ordinary shares, constituting more than 25% of the ordinary shares previously placed by the company. A decision to enter into a major transaction in the amount of 25 to 50% of the book value of assets must be made unanimously by the board of directors (supervisory board), and if unanimity is not reached, the issue may be submitted to the general meeting.
In order to strengthen the guarantee of the interests of shareholders and employees of the enterprise, clause 5 of Art. 15 of the Law on People's Enterprises, the criterion for classifying a transaction as “large” has been changed. This is considered a transaction, the subject of which is property worth from 15 to 30% of the book value of the enterprise’s property. Unlike Art. 79 of the Law on Joint Stock Companies, the Law on People's Enterprises requires that a unanimous decision of the supervisory board on a major transaction must also be agreed upon with the control commission. A major transaction, the subject of which is property whose value exceeds 30% of the book value of the enterprise’s property, can only be concluded by decision of the general meeting of shareholders, adopted by a majority of at least three-quarters of the votes. Noteworthy is the fact that in Art. 78 of the Law on Joint Stock Companies refers to a major transaction related to the acquisition or alienation of property by the company. In the People's Enterprise Law we're talking about"on the completion of a major transaction, the subject of which is property." But a transaction, the subject of which is property, is not always associated with alienation or acquisition - it can also be a lease agreement, an agreement on the transfer of property for free use, etc. Thus, it is obvious that the Law on People's Enterprises established additional restrictions in the interests of shareholders and employees of NP. But, like any limitation, it has its positive and negative sides. Complicating the procedure for concluding transactions reduces the level of efficiency in making commercial decisions, which in market conditions can lead to negative consequences.
For the first time, a category of affiliated persons related to the problem of interest in a company’s transaction has appeared in Russian joint stock legislation. Affiliates are usually referred to as persons who, as a result of the acquisition of a certain block of shares in a joint-stock company, either by virtue of their official position in the company (member of the board of directors, executive body), or due to other circumstances, can, to one degree or another, control the activities of the company. Affiliates of a JSC may be the main business company in relation to which the JSC is a subsidiary; a shareholder who has the right to dispose of more than 20% of the voting shares of a given company; member of the board of directors of the company, a person holding a position in other management bodies of the company, etc. * (151).
Interested parties in the transaction are considered to be a member of the board of directors of the joint-stock company, a person holding a position in other management bodies, a shareholder (shareholders) who, together with his affiliate(s), own 20 percent or more of the voting shares of the company, if these persons, their spouses, parents, children, brothers and sisters, as well as all their affiliates: 1) are a party to such a transaction or participate in it as a representative or intermediary, 2) own 20 percent or more of the voting shares (shares, shares) of a legal entity that is a party in a transaction or participating in it as a representative or intermediary, and 3) hold positions in the management bodies of a legal entity that is a party to the transaction or participating in it as a representative or intermediary. In order to reduce or completely eliminate the negative impact on the interests of the joint-stock company from the interest in the transaction of persons who can influence the decision to conclude a transaction and determine its terms, the law established special rules. Their essence boils down to removing interested parties from participation in the decision-making process on concluding a transaction. If one or more members of the board of directors are interested in the transaction, the decision is made by a majority vote of the disinterested members of the board. If the entire board of directors is interested, the decision must be made at a general meeting of shareholders by a majority of shareholders not interested in completing this transaction.
Article 16 of the Law on People's Enterprises contains rules not only on large transactions, but also transactions in which there is an interest in persons from the management team of the enterprise. One of the requirements of this Law, however, just like Art. 82 of the Law on Joint Stock Companies is a requirement for relevant persons to provide information about their interest. The People's Enterprise Law established that if the required information is not submitted in a timely manner, the control commission is obliged to bring the issue of failure to comply with the law to the general meeting. The Law does not indicate what the reaction of the general meeting should be. It is unclear how quickly the general meeting will be able to discuss this message and prohibit the transaction or, conversely, approve it. If the transaction was completed in violation of the requirement to provide information, the rule of Art. 84 of the Law on Joint Stock Companies and take the opportunity to invalidate the transaction.
Reorganization and liquidation of a joint stock company. Reorganization of a joint-stock company means that the rights and obligations of the reorganized company are transferred to other legal entities through the procedure of legal succession. Reorganization can occur either by decision of the JSC itself (voluntary) or by resolution of the competent authority. Thus, the Competition Law allows for the forced separation of “economic entities” (including joint stock companies), which, while occupying dominant position in a certain industry, carry out monopolistic activities and (or) their actions lead to a significant restriction of competition * (152).
Among the forms of reorganization of a legal entity and previously known to the Russian civil law The Civil Code of 1994, and subsequently the Law on Joint Stock Companies, mention transformation. A JSC can be transformed into a limited liability company or a production cooperative. Conversion into a business partnership (full or limited) or into a consumer cooperative is not permitted. When carrying out the transformation, rules specific to these types of commercial organizations must be taken into account. It is not contrary to the law to transform a joint stock company of one type into another: an open joint stock company into a closed joint stock company and vice versa. The restrictions here are due to the established maximum number of shareholders - in a closed joint-stock company there should be no more than 50 of them, therefore a joint-stock company with larger number shareholders cannot be transformed into a closed joint stock company. At the same time, a CJSC is not subject to transformation into an OJSC if the size of its authorized capital is below the minimum level established for an OJSC.
Termination of a JSC in the form of liquidation is subject to the norms of the Civil Code, common to all legal entities and the corresponding norms of the Law on Joint Stock Companies. A JSC can be liquidated voluntarily - by decision of the shareholders themselves, or forcibly - by a court decision. The Civil Code names only two reasons for the voluntary liquidation of a JSC - the expiration of the period for which the legal entity was created and the achievement of the purpose for which it was created. The decision on liquidation must be immediately notified in writing to the state registration authority at the place of registration of the JSC.
The forced liquidation of a JSC is carried out by a court decision in accordance with the grounds specified in the Civil Code: carrying out activities without proper permission (license), or activities prohibited by law, or with other gross violations of the law or other regulatory legal acts. The basis for forced liquidation is also the insolvency (bankruptcy) of the joint-stock company. The conditions and procedure for declaring a joint-stock company bankrupt, as well as the features of the liquidation procedure are determined by the Bankruptcy Law, and for credit organizations - Federal law dated February 25, 1999 “On the insolvency (bankruptcy) of credit organizations” * (153).
Which is opened by one or more founders. These may be foreign citizens or nationals of the country in which the company is opening, but their number should not be more than 50 people. For CJSC there is smallest size authorized capital according to Russian legislation, which is 100 minimum wages. Payment can be made in cash or property. After registration, the company is given no more than three months to pay half of this amount or more. Another nine months are given to pay the rest of the amount.
Peculiarities
A closed joint stock company is convenient solution in the sense that the liability of its participants extends only to the funds for which the shares were purchased. If the company needs to be closed, they will not incur any additional material costs. At the same time, successful business will allow shareholders to receive certain dividends from securities. (CJSC) is also distinguished by the impossibility of distributing its securities. In fact, they belong exclusively to a narrow circle of persons, whose data is included in the charter of the enterprise. At the same time, the alienation of shares without the consent of the remaining participants of the enterprise to unauthorized individuals or legal entities is prohibited. Working for a closed joint stock company does not require mandatory involvement as shareholders. All this becomes a powerful obstacle to attracting third-party investment in the organization's core activities.
But if it was possible to change the composition of shareholders included in a closed joint-stock company, the founders should not notify any government agencies. Everything about the procedure for creating and functioning of a closed joint-stock company is spelled out in the Civil Code and some Federal laws.
Background and basics of creation
Although there was a certain share of joint stock companies in the USSR economy, modern history Such entrepreneurship started only in the second half of the nineties of the last century, after the Council of Ministers of the RSFSR adopted the Regulations on joint-stock companies and limited liability companies. Now there are several documents that regulate the activities of such organizations:
Civil Code of the Russian Federation, part one, articles 96-106.
Federal Law No. 208-FZ dated December 26, 1996 “On joint stock companies.”
Arbitration Code of the Russian Federation.
Federal Law “On Banks and Banking Activities”, as well as other laws that prescribe the procedure for the activities of organizations in the financial market.
Federal Law "On the privatization of state property" and accompanying documents.
Features of the activity
Open and closed joint stock companies are two types of organizational and legal forms that have certain similarities and differences. In modern Russian legislation there is no data on whether these forms of entrepreneurship are different or whether they can be only two varieties. To better understand what an open and closed joint stock company is, a list of their mutual differences will be presented below.
Distinctive features
So, we have come to defining the differences between the two types of organizational and legal forms of activity. A closed joint stock company is an organization whose shares are distributed exclusively among the founders or other persons determined in advance. Such an enterprise is deprived of the right to subscribe for shares. Participants are not allowed to distribute securities among a wide range of legal and individuals.
Shares of CJSC
Another characteristic of a closed joint stock company is that the capital of such a company is divided into parts that are dispersed among a limited number of shareholders. Each of them has obligatory rights in relation to the organization’s property, as well as responsibility within the limits of these obligations. Distribution of shares among shareholders can be made different ways, but at the creation stage this happens only between the founders. Each of them is assigned the right to subsequently sell securities to new participants of the joint-stock company, which sometimes even include hired labor organizations.
Situation in other countries
Abroad, the state is engaged in stimulating the distribution of company shares among representatives of the workforce. For example, in the USA, companies that practice this approach receive tax benefits in the amount of 5-25% of the basic rate. Therefore, work in a closed joint stock company is often accompanied by the acquisition of part of the shares. But not all members of the workforce are ready to become shareholders. Most are quite satisfied with the status of an employee, since they are not ready to take risks by becoming co-owners of the company's securities.
CJSC and LLC
Previously on the territory Russian Federation The law “On Enterprises and Entrepreneurial Activities” was in force, according to which the CJSC was in no way separated as an organizational and legal form from the LLC. These two types of organizations still have a number of similar characteristics:
The formation of the authorized capital and its subsequent division into shares is absolutely the same. Each participant in such an organization owns his personal share, which serves as the object of his possession, disposal and use.
The responsibility of shareholders in both forms of ownership is exactly the same; participants bear the risk of losses only within the limits of ownership of shares.
The distribution of property and income due to liquidation is completely identical. The property and profit of each of these business companies is distributed according to the shares of participants in the authorized capital, unless otherwise specified in the constituent documentation.
A closed joint stock company, like an LLC, assumes that its participants have equal roles in its management. The capabilities of each shareholder directly depend on the size of his part in the authorized capital, unless the constituent documentation contains other information.
In closed joint-stock companies and LLCs, the nature of participation is closed, which implies a clearly fixed composition of participants, the presence of restrictions on this composition, and the mandatory consent of all participants when attracting new ones.
Both of these forms of organizations take the same approach to determining the possibilities of establishment by a single person. At the same time, a joint stock company cannot belong to a single participant if it is another business company that includes only one founder.
Changes in legislation
IN last years active work was carried out to ensure that it was impossible to identify a closed joint stock company with an LLC, therefore, in the process of developing the Civil Code of the Russian Federation and the laws that followed it, distinctive features that these forms of organizations have:
LLCs can issue securities, but cannot issue shares that allow determining the share of participation of legal entities and individuals in the authorized capital with the subsequent accrual of dividends. A closed joint-stock company is obliged to issue securities. In this case, it is mandatory to draw up a register of shareholders, where all participants of the organization will be entered, which is not used for an LLC.
The shares of LLC participants in the authorized capital can be divided into any number of parts, while the shares of CJSC shareholders are indivisible. This means that no participant can sell or assign their share of the share capital.
CJSC shares are not only an indicator of ownership, but also an object of inheritance. It turns out that the legal successors of the shareholders of a closed joint stock company must necessarily be accepted as participants in the process of joining an LLC. This feature is absent.
In case of withdrawal from the LLC, the participants may demand the allocation of shares in the property belonging to them, if this is stated in the charter, however, the shareholders of the CJSC do not have the right to put forward such demands. It turns out that shareholders do not have the opportunity to insist on the return of the funds contributed by the company to the company or on payment of the value of its shares; they can only ask the remaining participants to give consent to the transfer of shares to other shareholders or third parties. This may require reorganization of the company.
A closed joint stock company must maintain a register of shareholders, which requires information about each registered person, as well as the size and composition of the block of shares that he owns.
Open and closed joint stock companies are taxed differently. In the process of issuing new shares, the LLC is required to pay a tax, the amount of which is 0.8% of the nominal value of the issued securities.
In an LLC, the cost of opening is always lower than in a closed joint stock company.
Closed joint stock company: creation
Sometimes a closed joint-stock company is formed because the founders want to create a joint-stock company, although the object of founding could also be an LLC. This is due to the fact that the term “joint stock company” sounds much more solid and impressive than a limited liability company. Ordinary people perceive such a business as more stable, respectable and prestigious. Therefore, a private entrepreneur will try not to miss this opportunity, masquerading as a shareholder of a closed joint stock company with a single founder.
Classic approach
A closed joint stock company is an association of capital of participants, the composition of which must be formed as a result of the personal choice of each of the shareholders. Any person who has purchased at least one share of a closed joint-stock company becomes a professional co-owner of this joint-stock entrepreneurial company, which has some important features:
Shareholders are not subject to the structure's obligations to creditors;
The closed joint-stock company has property completely separate from the property of the shareholders, and therefore, in the event of insolvency of the company, the risk of the shareholders will only be due to the depreciation of the shares owned by them;
CJSC shareholders have property and personal rights.
If we talk about working in a closed joint-stock company, then there are no differences from other organizations. Hiring, payment wages and bonuses, as well as dismissal are carried out in accordance with labor legislation.
a joint stock company, a participant of which can alienate shares owned by him with the consent of other shareholders and/or to a limited circle of persons. 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. The number of participants in a closed joint stock company should not exceed the number established by law. Otherwise, it is subject to transformation into an open joint-stock company within a year, and upon expiration of this period - liquidation judicial procedure. Shareholders of a closed joint stock company have a pre-emptive right to purchase shares sold by other shareholders of this company. If none of the shareholders exercises their pre-emptive right within five days from the date of notification or within another period provided for by the company's charter, the joint-stock company has the right to purchase these shares itself at a price agreed with their owner. If a joint stock company refuses to purchase shares or fails to reach an agreement on their price, the shares may be alienated to any third party. Shares of a closed joint-stock company are transferred to the heirs of a citizen or legal successors of a legal entity that is a shareholder, unless the charter provides that such a transfer is permitted only with the consent of the company. In the latter case, if consent to the transfer of shares is refused, they must be acquired by other shareholders or the company itself. However, instead of alienating shares to third parties, heirs (successors) have the right to retain them.
Large enterprises operate in the form of joint stock companies. This is due to the need to concentrate a large amount of capital for such a company to carry out its activities. Share capital forms the authorized capital. It is these funds that initial stages functioning of the organization allow solving production problems.
There are several forms of work for large companies. Open and the most common types of such organizations. From the right choice the further work of the enterprise depends on one form or another.
The concept of a joint stock company
And a public organization is limited solely by the value of their securities. If it is necessary to pay off their debts with creditors, the participants of the organization do not have to answer with all their property. When a company is liquidated after paying all debts, each owner of securities claims a part of the organization’s property according to his degree of participation in the authorized capital.
If bankruptcy occurs through the fault of a certain person, for example, a group of shareholders or a hired director, increased liability of such persons is provided. It occurs when a company does not have the funds to pay its debts in full. In this case, the perpetrators bear subsidiary liability.
State participation
Closed joint stock company, management which is performed by a limited circle of people, has several more features. They arise when part of the company's shares are owned by the state.
The founders of companies in some cases may be the governing bodies of the country. The state most often owns such type of financial instruments as “golden” shares. This type of securities gives the right to governing bodies of various levels of subordination, in cases specified by law, to interfere in the course of making strategic decisions of the organization.
If part of the company's shares belongs to the state, it can only be open public organization. The ruling bodies cannot own shares of a closed company. Information about all enterprises in which the state participates must be posted publicly. This fact excludes the possibility of the ruling bodies owning shares in the CJSC.
Changing the form of organization
CJSC (closed joint stock company) may change the form of its organization. A public enterprise can also become non-public. To do this, it is expected to carry out a certain procedure of registration and reorganization. In this case, the amount of funds in the authorized capital is subject to change, as well as the obligations and rights of the owners of securities.
In the case when the authorized capital of a closed company has decreased and ceased to comply with the law established level, reorganization is underway. In this case, the company can continue its activities, but in the form of a limited liability company. When its own capital reaches the level of 1000 times the minimum salary, a non-public company can become an open joint stock company. In this case, new prospects open up for its development and attracting investment capital.
JSCs can also be reorganized. In this case, the company can become a non-public organization. Such decisions are made by the meeting of shareholders. Accounting data confirms the need for such a procedure.
Documentation
A closed joint stock company is a specific form of operation of the enterprise. In order for an OJSC to become a CJSC, it is unacceptable to carry out the transformation procedure. The company will first reorganize. In this case, the board of directors must prepare appropriate documentation.
A project is being drawn up. It consists of several mandatory points. They clearly describe how the reorganization process will be carried out. The shares are subject to exchange for new securities. At the same time, all emission conditions that correspond to the form of business being created are met.
During the reorganization process, a detailed list of the company's assets is compiled. It will be transferred to the new society. At the meeting of shareholders, the size of the fund is established and new managers are appointed. The state registration authorities record the fact of termination of the old company's activities. After this, a new organization is created.
Open and closed joint stock company is the most common forms of management in the structure of medium and large businesses. Their correct choice allows the company to function in accordance with its capabilities and market share.
