Both for the state and for society as a whole, the division of persons into individuals and legal entities has special importance. Moreover, it is a fundamental factor for many articles of the Civil, Administrative, Labor and other codes Russian Federation.
Comparison of a legal entity and an individual
In order to take into account the interests of individuals as much as possible, you need to know whether this person is an individual or a legal entity. Legal capacity, risks, properties - for individuals and legal entities many differences. So, first let's look at these two concepts.
Individual is a person, with or without citizenship, who has responsibilities and rights simply because he exists. By virtue of his birth, he has legal capacity, and legal capacity is determined by his age. Legal capacity and legal capacity can only be limited by a court decision, or in accordance with the law.
Entity is an organization that has been registered in accordance with all the rules defined by law. This organization may have as its main goal both making a profit and simply working for a society or idea.
Legal entities, as a rule, have an organizational form. So, the most common form is an LLC, but a legal entity can also be a joint stock company, etc.
Let's consider the main differences between an individual and a legal entity.
- Emergence. Thus, an individual arises at the moment of his birth, an organization at the moment of its registration.
- Capacity. The organization is valid from the moment of its registration until the moment of liquidation. An individual can be either partially or fully capable depending on age and medical indications.
- Responsibility. A company can only be brought to civil and administrative liability; in addition to the above, a person can also be held criminally liable.
- Termination of activities. An individual ceases to exist only at the time of death, a company - after the completion of its liquidation process.
Advantages of opening an LLC
A limited liability company is considered the most optimal organizational form when creating a company among entrepreneurs. Let's look at the main positive points in creating an LLC.
OOO - the simplest organizational form of all possible for opening an organization. However, even it has some disadvantages, which, compared to the advantages, do not seem so significant.
Thus, the number of company members cannot exceed 50 people. If the number of participants goes beyond this limit, then the entrepreneur must reorganize the company. Moreover, if the management structure of an LLC changes, then each change must be accompanied by amendments to the constituent documents.
Closed list of non-profit organizations
On September 1, 2014, the Civil Code of the Russian Federation entered amendments regarding non-profit organizations. In particular, a special closed liver for non-profit organizations was created.
Thus, non-profit organizations that were founded before September 1, 2014 were required to bring their name into compliance with this list at the first opportunity to make changes to the constituent documents.
This list includes the following types of non-profit organizations:
- , including charitable ones;
- cooperatives (for example, gardening or garage cooperatives);
- public organizations (political parties, territorial self-governments, etc.);
- unions (for example, commercial and industrial);
- homeowners associations;
- Cossack societies;
- communities;
- autonomous non-profit organizations;
- religious companies;
- public legal organizations.
The changes that were made to the Civil Code of the Russian Federation are primarily related to the fact that before them there was confusion in the forms of non-profit companies. Thus, the list of non-profit companies allowed for registration was expanded, and each form had its own rules.
The changes also affected the provision of profit-making by non-profit organizations. They were allowed to receive income, but for this the organization must have property worth at least 10 thousand rubles.
Similarities and differences
In other forms, the organization’s activities seem more complex process. OJSC, PJSC, CJSC have both disadvantages and advantages in relation to LLC. Let's look at the main ones.
Like LLCs, CJSCs, OJSCs and PJSCs, they accept as the main constituent document charter. In the case of a closed joint stock company, the registration process is more complex and involves not only making an entry in the Unified State Register of Legal Entities, but also registering with the Federal Financial Markets Service ( federal Service on financial markets) for the purpose of issuing shares. The authorized capital of a closed joint stock company, unlike an LLC, does not consist of shares, but of the number of shares of participants.
The number of participants in a CJSC can be any, as in OJSC and PJSC. LLC implies a number of participants of no more than 50 people. You can sell a share in an LLC based on the minutes of the general meeting of participants, while in a closed joint-stock company a participant must sell shares to other community members.
In the case of an OJSC, everything is a little simpler: when leaving the company, a participant can sell shares both to its other participants and to complete strangers.
As a rule, when publishing about constituent documents there is no need to commit, while when creating a closed joint-stock company, publication of open reporting is required. OJSC, like LLC, does not imply publications.
PJSC is the least common form of non-profit organization only because authorized capital society must be 1000 times the minimum wage or more. There are no restrictions on the number of participants in PJSC. It is not obliged to publish reports publicly.
Thus, it is quite difficult for an inexperienced specialist to understand all aspects of the activities of the above-mentioned organizational forms of enterprises. To summarize, we can conclude that an LLC is suitable for small organizations that do not intend to issue shares and also scale their activities. If an entrepreneur has a really big business in mind, then it will be more suitable for him Joint-Stock Company.
Registration procedure and subsequent procedures
In order to start activities, regardless of the form of organization, the enterprise must be registered. Registration is a complex procedure and requires the entrepreneur to go through mandatory stages, regardless of the chosen form of ownership.
Thus, a package of documents for registration must be submitted to the Federal Tax Service. Documents are provided either personally by the entrepreneur or sent by mail. Also, one of the most common methods of submitting documents is electronic document management.
The applicant for registration of any of the above-mentioned legal entities can be either the founder or the head of the future organization. Each document submitted to the tax office for registration, if it contains more than one sheet, must be bound and numbered, and also certified either by the founder himself or by a notary.
In order to register a legal entity, it is necessary to pay a fee in the amount of 4 thousand rubles. The date of submission of documents is the date when the Federal Tax Service received the package of papers for registration. As soon as the documents are accepted, information about them is entered into the registration book.
The applicant must be issued a receipt for receipt of documents. If he submitted the documents not in person, but by mail, then a receipt is sent to his address on the business day following receipt of the documents.
Registration is carried out within 5 working days, during which the tax office verifies the accuracy of the data provided for registration. After registration of the newly formed organization, a certificate is issued confirming the fact of its registration.
After registration with the Federal Tax Service, the tax office transfers documents for registration to extra-budgetary funds, which, as soon as possible, register the new organization with them. The moment of registration is the date the enterprise is registered with the tax authority.
Sometimes registration is refused, and there is a a few reasons:
- provision of an incomplete package of documents;
- making errors during registration;
- the rules for the name of the organization were violated (the Civil Code of the Russian Federation contains certain requirements for company names);
- lack of date on documents (in particular on the charter);
- failure to pay state registration fees;
- indication of false data or falsification.
After completing the registration process, the company, regardless of its form of ownership, is required to open a bank account and get a stamp.
Speech by Anton Sitnikov about LLC, OJSC and CJSC in the program “Stroeva.delo”.
Why were OJSC and CJSC abolished?
Discussion of amendments to the Civil Code of the Russian Federation regarding the abolition of OJSC and CJSC began back in 2012. Thus, from September 1, 2014, such forms of organizations ceased to exist.
In addition, the change also affected ALC (additional liability company). Now, instead of OJSC and CJSC, there are public and non-public companies. Let's figure out what the difference between them is.
Public joint stock company is an organization whose shares must be placed on the securities market. Thus, anyone can purchase shares. Moreover, the organization must necessarily indicate in the charter and other constituent documents that it is public.
Organizations registered as a CJSC or OJSC before September 1, 2014 were required to make changes regarding their publicity or non-publicity as soon as possible after the adoption of the amendments.
Non-public joint stock company is an organization that does not place its shares on the securities market. Thus, only a limited number of people can purchase shares.
On September 1, 2014, the ALC was also abolished; now it is a priori considered a non-public joint-stock company without the right to place shares on the securities market.
Changes applicable to such organizations increase the powers of the state to control them. Thus, each joint-stock company, regardless of its publicity, must undergo an annual audit of its activities, which was previously carried out only for open joint-stock companies.
If entrepreneurs do not care about placing their shares on the market, then a non-public joint stock company is more attractive to them in order to reduce reorganization costs and avoid new obligations regarding shares.
This video explains more about the conversion.
More and more new organizations are appearing in the modern economic market. They have different forms of ownership, engage in unique types of activities and are subject to certain taxation regimes.
Types of organizations
There are many legal and individuals who are involved in maintaining economic activity on Russian territory. These are individual entrepreneurs, LLCs, OJSCs, CJSCs and many others. All these enterprises are different from each other, but there are also similarities. According to certain criteria, the type of organization is selected, which continues to operate throughout the entire stage of the company’s activities. But in this article we will talk specifically about OJSC. This is a certain type of organization with its own regulations, rules and reporting.
Forms of enterprise ownership
As mentioned earlier, organizations are different types: OJSC, CJSC, LLC, individual entrepreneurs, partnerships, private entrepreneurs and many others. These are all called forms of ownership. But due to the fact that this article discusses JSC specifically, let’s talk about it.
OJSC is the most strictly regulated form of ownership. There are a lot of requirements for such organizations, but they also have their advantages. They consist in the fact that the company can produce its own shares and sell them. And here it doesn’t matter to whom anymore. This can be either one of the founders of the company or any other investor who wants to become a shareholder. Shares are purchased at the highest price (whoever pays the most becomes their owner). In this way, it is possible to increase the investment of participants in the company's activities.
However, there are also disadvantages. Unlike all of the above forms, society participants are fully responsible to the organization. This means that if the company makes a profit, it can be distributed among the shareholders, but if a loss occurs, then all participants bear losses, that is, they must pay all debts.
I would also like to note that the number of shareholders in an OJSC is not limited.
What is OJSC
So, let's figure out what an open joint stock company is. An OJSC is an organization created by several participants (shareholders) who have invested their cash in the form of shares in the authorized capital of the company.
As in any new organization, first you need an initial investment in the enterprise. To do this, several people (it does not matter whether it is a legal entity or an individual) unite into one group and begin registering an enterprise. Due to the fact that the authorized capital consists of shares of each participant, the form of ownership will be a joint stock company.
Next, you need to find out what kind of enterprise the enterprise will be: open or closed. The difference is that in a CJSC the shareholders are exclusively the founders of the company, while in an OJSC the shareholders can be any individuals or legal entities, regardless of whether they are founders or not.
What are JSC shares
As mentioned earlier, the authorized capital of an OJSC consists of shares of the company’s founders. However, not all people understand the meaning of the word “share”. So, a share is an issue-grade security that is provided to a person or company in exchange for a sum of money contributed to the initial capital of a new organization.
There are two types of shares: ordinary and preferred. The difference between them is that the owner of the preferred share has a guarantee stable income from the company’s activities and the initial receipt of dividends upon their distribution. However, regardless of the type of share, a participant in an OJSC has the right to vote at the general meeting. One share equals one vote.
The founders of the company thus create a block of shares that shows the importance of who owns it.
Activities
Regardless of the form of ownership of the organization, the enterprise can engage in any type of activity. That is, there is no difference in how exactly the company is registered; it does not affect further development. Only the taxation regime depends on the type of work selected. And an OJSC is an organization that can be in any regime; the legislation of the Russian Federation does not impose restrictions on this matter.
Accounting in JSC
JSCs are commercial organizations. It follows from this that all accounting in such companies is carried out according to a general chart of accounts and rules. The only thing you should pay attention to is the Law “On Joint Stock Companies”. It describes in detail the conduct of activities and accounting in the JSC.
So, in order for the company to start operating, it is necessary to draw up the company’s accounting policies and a working chart of accounts. Next, the initial capital of the company is entered into the balance sheet. Then the work itself begins. All expenses and income are accounted for in certain accounts, as described in the PBU. At the end of the year, all income is transferred to account 99, and then to 84. That is, there are no differences in accounting.
A double entry is made: one amount is indicated in the debit of one account and the credit of another. Balance sheets, etc. are compiled. At the end of the year, financial statements are prepared, consisting of 5 forms.
General Meeting of Shareholders
At the beginning of the new calendar year, a meeting of all founders of the company is held. This is called the annual meeting of shareholders. After the end of the financial year, all members of society gather in the company to clarify problems in the organization. At one table, all people review the company’s statements, sign them, identify inaccuracies, pros and cons of the past year. Also at this meeting a decision is made on the distribution of profits. However, in order for the meetings to take place, before the end of the calendar year, a list of issues that must be considered by shareholders is compiled and all participants are notified about them. Afterwards the consent or refusal of the founders must be received. If someone refuses, the meeting may be rescheduled to another date. This is the only way to gather all shareholders.
However, participants can meet more often. This is called an unscheduled meeting. At such events, issues that cannot be left for later are addressed. An unscheduled meeting must be convened either by the director of the company or certain of its founders who are involved in the conduct of activities.
Enterprise reporting
And finally, it is necessary to say about the reporting of the JSC. It is strictly regulated by law. Large fines are imposed for violations; the main thing here is not to make a mistake. But first things first.
The reporting of an enterprise begins with the closure of the company's accounts. This is done according to the rules of record keeping. Next, the reporting itself is generated, which is mandatory for all organizations. However, the OJSC prepares complete reports, without abbreviations or omissions. Distinctive feature JSC reporting is that it is submitted quarterly. But it is necessary to compile it once every three months only for shareholders, so that they can track the receipt of profit and expenses of the enterprise. For the tax service, reporting is submitted once a year. But that's not all.
JSCs are required to conduct the next audit at the end of the year. To do this, an agreement is drawn up with a third-party organization to verify the correctness of record keeping and tracking errors, if any. Only after this the reporting is considered complete.
But even in this form it cannot be handed over. It is necessary to convene an annual meeting of shareholders and submit reports to JSC named after. Society members must sign it. Only after this can reports be submitted to the tax authority at the place of registration.
And a few words about the publication of reports. JSCs are required to publish it on their website. Otherwise, a fine will be imposed on the organization. Five reporting forms must be posted on the Internet along with the auditor's report.
Public Joint Stock Company: An Overview of the Term
Briefly: Public joint stock company is one of the key concepts of the new classification of business companies. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.
The concept of “public joint-stock company (PJSC)” is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes a form of organization of a public company whose shareholders have the right to alienate their shares. Its main differences are
The definition of “public” suggests that this type of JSC must adhere to a policy of more full disclosure information compared to non-public information. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).
The structure of PJSC can be represented as follows (see Fig. 1)
Fig.1. Structure using the example of PJSC United Aircraft Corporation
To understand the features of the creation and activities of a PJSC, let’s compare it with other types of joint stock companies and consider examples of existing organizations with this form of ownership.
Public or open?
Since in regulations There are several concepts that are close to each other in meaning; even among corporate law specialists, debates about their legal interpretation continue. Many questions concern the differences between “new” PJSC and “old” OJSC. At first glance, “only the name has changed,” but this is not so (see Table 1)
- Disclosure of information about activities was mandatory
- It was necessary to include information about the sole shareholder in the charter and publish them
- They can apply to the Central Bank for exemption from disclosure
- It is enough to enter information into the Unified State Register of Legal Entities
Advantage for purchasing shares and securities
It was possible to reflect in the charter the advantage of purchasing free shares by existing shareholders and security holders
Maintaining a register, having a counting commission
It was allowed to maintain the register of shareholders on their own
The register is maintained by third-party organizations that have a license for this type of activity; the registrar is independent
A board of directors was required if the number of shareholders exceeded 50 people
It is mandatory to form a collegial body of at least 5 members
Thus, although the changes related to public joint stock companies do not seem fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.
Public or non-public?
From the point of view of a non-specialist, a public joint-stock company in its own words is a former OJSC, and a non-public company is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business entities to organizations of different legal status:
- A characteristic property of PJSC is open list prospective buyers of shares, while a non-public joint stock company (NAO) does not have the right to sell its shares through public trading
- The law requires PJSCs to have a clear gradation of issues falling within the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and carry out other reforms in the activities of governing bodies
- Decisions made by the general meeting and the status of participants in the PJSC need to be confirmed by a representative of the registrar company. The NAO may contact a notary on this issue
- A non-public joint stock company has the right to include in its charter or corporate agreement a clause stating that, in relation to other interested parties, priority in purchasing shares remains with existing shareholders. While for PJSC this is unacceptable
- All corporate agreements concluded in a PJSC must undergo a disclosure procedure. For the NAO, it is sufficient to notify that the contract has been concluded, and its contents can be declared confidential
- All procedures for the repurchase and circulation of securities, which are provided for by Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.
How to re-register an OJSC into a PJSC?
The renaming procedure is carried out by replacing words in the name of the organization. Next, the charter should be revised, especially as it relates to the board of directors and the rights to benefits when purchasing shares, and brought into compliance with the provisions of the legislation on public joint-stock companies.
The Civil Code states that the rules on public societies are applicable only to joint stock companies whose charter and corporate name clearly indicate that they are public. These rules do not apply to other legal entities.
The most famous PJSCs in Russia
The largest representatives of this form of ownership regularly top the rankings of the richest organizations in the country and the world. Here are several legal entities included in the TOP-10 RBC rating for 2015:
Gazprom is the leader in terms of revenue and capitalization rates in Russia (see Fig. 2)
Fig.2. Financial indicators Gazprom
Fig.3. Financial indicators of Rosneft
Fig.4 Financial indicators of Sberbank of Russia
moneymakerfactory.ru
What is the difference between a PJSC and an OJSC
Among the variety of existing organizational and legal forms of legal entities, the name “Open Joint Stock Company” differed from others in that it was the most understandable. “Joint stock company” means that the participants of this association are holders of shares of this enterprise, which they bought or otherwise acquired ownership of. “Open” as opposed to “closed” means that these shares can be publicly traded, i.e. be sold on exchanges or assigned to any person who wishes to buy them.
On September 1, 2014, Law of the Russian Federation No. 99-FZ dated 05.05.14 came into force, which introduced changes to the Civil Code, in particular to the names and content of certain legal forms of ownership.
The name PJSC - Public Joint Stock Company - was assigned by the above-mentioned law to the same OJSC. The legislator simply excluded the concept of “open” (OJSC) and “closed” (CJSC) joint stock company. This means that a PJSC differs from an OJSC in that it is, in fact, a new name for the same association of shareholders. JSCs will exist for a short time until changes are made to their charter. Next they must decide and become “public”. The law introduces the concept of “public” and “non-public”. “Public” implies the same free circulation of shares and bonds of a given company. The new organizational and legal form, after all, differs slightly from that of an OJSC. The legislator puts forward certain Additional requirements to PJSC. So what is the difference between a PJSC and an OJSC?
The new law adopted amendments that increased the requirements for the regulation of certain aspects of the activities of PJSCs, in contrast to OJSCs.
In addition to the fact that the characteristics of a PJSC are the open placement of shares and bonds and their admission to exchange trading, the company must also justify the name “public”. What does it mean? PJSCs will pursue a more open information policy: hold shareholder meetings more often, allow inspections, i.e. make “public” decisions. Before the adoption of the new law, a legal entity with the organizational and legal form of an OJSC was required to hire a lawyer or legal organization to support its activities. Now it will be necessary to use the services of special registrars to maintain a register of shares; decisions of shareholder meetings will have to be certified by a notary or registrar. The requirements for auditing are also increasing.
At the moment in the economy there are many organizational forms for implementing entrepreneurial activity. Very often there are two abbreviations OJSC and PJSC. Many people believe that these are the same thing. However, there are some differences that help to understand how a PJSC differs from an OJSC. Let's try to understand these definitions.
An open joint stock company is an organizational form that generates capital by issuing shares. It is a security that allows you to determine the contribution of each participant in the creation of the company, as well as the share of the profit received. It's called dividend. Shares are issued for free sale on the securities market. They, in turn, also determine income and losses. What else are shares needed for?
Shareholders can freely dispose of these shares, for example, donate, sell, etc. Shares can be sold to third parties. All information about the activities of such enterprises should be known to a wide circle of the population. OJSC differs in that before registering the company, you do not have to contribute the entire authorized capital.
The founding capital cannot be less than a thousand minimum wages; the number of shareholders is not limited to a certain figure.
An OJSC may carry out activities not prohibited by law in various fields. Typically, a shareholders meeting is held once a year. To manage its activities, the company hires a director or several directors. They create a so-called collegial body.
The concept of a closed joint stock company
A closed joint stock company is one of the most common forms of business. Typically, this form is chosen when the participants are related by family ties.
The founding capital of such organizations should not be less than one hundred minimum wages, and the number of participants should not be more than 50. The state is not required to exercise unnecessary control over the activities of such a company. CJSC has its own characteristics:
- shares belong to the founders;
- no one has the right to transfer shares to third parties;
- CJSCs may not publish annual reports;
- All activities are carried out in a mode closed to the public.
What is the difference between a PJSC and an OJSC?
Having examined the two most popular forms of entrepreneurial activity, we can directly move on to the concept of PJSC.
Since September 1, 2014, a law has been in force in Russia that has made certain changes to the Civil Code. He touched upon the content and name of organizational forms and forms of ownership. Now the name PJSC (public joint stock company) has been assigned to the OJSC. OJSCs will still exist for some time, then they are required to re-register as PJSC. ZAO therefore means Non-Public Joint Stock Company.
Despite the name change, public joint-stock companies also underwent some changes. You should not think that OJSC and PJSC are the same thing. So, what is the difference between a PJSC and an OJSC?
— one of the characteristics of a PJSC is the free placement of bonds and shares, as well as their admission to trading on stock exchanges;
— PJSCs have a more transparent policy for carrying out their activities - there is an obligation to publish lists of shareholders and reports, organize meetings of participants more often and arrange inspections. Activities become more open. This is the main point that shows how a PJSC differs from an OJSC;
— now, in order to accompany business activities, you do not need to hire a lawyer or contact special law firms, the enterprise will use the services of registrars. They will maintain the register of shares and also certify shareholders' meetings;
— audit requirements are being strengthened.
These are the main points that determine how a PJSC differs from an OJSC. This decision and the entry into force of the law help to increase the transparency of companies’ activities and also prevent raider takeovers.
finansovyjgid.ru
What is a PJSC instead of an OJSC? What is the difference and why is it renamed?
In 2014, serious improvements were introduced regarding the activities of enterprises. Very often the question began to be heard in the media: “What is a PJSC instead of an OJSC?” In this article we will try to answer it, as well as consider the related innovations.
Changes since September 2014
Since September 2014, amendments to the Civil Code of the Russian Federation have been adopted. They introduced innovations in the names, as well as some adjustments to the functioning various forms property. The question most often asked in entrepreneurship is: “What is a PJSC instead of an OJSC?”
The introduction of these changes is associated with the abolition of OJSC and CJSC, namely, a change in their names, that is, the concept of closed and open joint-stock companies has been abolished.
Instead, there will now be public and non-public societies. In essence, these will be the same associations of shareholders, but some aspects of their work will still change. 
So, according to the Civil Code of the Russian Federation, the following organizations will operate on the territory of the Russian Federation:
Public.
Non-public.
Non-public companies, in turn, will be divided into:
Joint-stock companies (abbreviated name AT).
Limited liability companies (short name LLC).
That is, the essence of the enterprise will remain the same, but the name will need to be changed.
The essence of the changes
Let’s try to answer the question: “What is a PJSC instead of an OJSC?”
After the renaming, the activities of joint stock companies should become more open. In essence, it turns out that public societies will have to live up to their name. 
Previously for normal functioning It was enough for an OJSC or CJSC company to place its shares and bonds on stock exchanges and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be maintained by a special registrar.
Moreover, all meetings held by the enterprise should become more public. Mandatory notarization of all decisions made is also established. Certification of documents by a registrar is also allowed.
Significant changes are also noticeable in the need for annual audits. Previously, it was established only for JSCs, but now all joint-stock companies without exception are subject to mandatory annual audits.
What is an OJSC?
An open joint-stock company, or as they used to say, an open joint-stock company, is an enterprise whose fixed capital was formed through the issue of corresponding shares and bonds. Before January 1, 1995, such enterprises were called “open joint stock companies.” 
At the legislative level, the publicity of such a society was already determined, that is, all information about it should have been available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. An example is Sberbank OJSC (now Sberbank PJSC).
To manage this company, a director or even several directors were hired, who, in turn, formed a board of directors.
The OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory of the Russian Federation.
Why PJSC instead of JSC?
PJSC (the decoding sounds like a public joint stock company) is a company whose shares must be publicly placed on the securities market.
In turn, this change (renaming OJSC to PJSC) imposed a number of obligations on the companies. A public joint stock company in the Unified State Register of Legal Entities must contain information that it is public.
From now on, open joint-stock companies have the right to exist, but they must amend their charter, submit minutes of the shareholders’ meeting, as well as statements in the approved form to the registration authority.
After such changes are made, the activities of the former JSC will be slightly adjusted, as they will become public.
The corresponding changes have already been made to their statutory documents such enterprises as Sberbank PJSC, Gazprom PJSC, VTB PJSC. 
The clients of these organizations have no significant reasons for concern, because in essence, these are the same enterprises, with the same activities, only they have changed their name, in accordance with the norms of the current Civil Code of the Russian Federation.
Differences between PJSC and OJSC
Basic PJSC differences from JSC are defined as follows:
1. Shareholders can be both ordinary citizens and enterprises of any form of ownership.
2. The number of shareholders is not limited.
3. Shares may be transferred to third parties without the consent of other shareholders. Right of first refusal is not permitted.
4. Reporting must be published.
5. Decisions made in a PJSC must be certified by notaries or registrars.
6. Annual audit. This rule is established for all joint stock companies without exception. 
The main difference between OJSC and PJSC is their name. Existing JSCs must undergo a re-registration procedure, although no clear time frame has been established for this.
If enterprises, for one reason or another, do not make the appropriate changes to their charter, from September 1, 2014, the provisions of the current Civil Code of the Russian Federation, regulating the activities of PJSC (interpretation - public joint-stock company), apply to them. 
How to make changes?
In order to undergo state registration, in accordance with the changes that have entered into force, the tax authority must provide:
1. Application in form P 13001.
2. Minutes of the general meeting of shareholders.
3. Charter in new edition in the amount of two pieces.
There is no need to pay a state fee. After the documents are submitted to the registration authority, after 5 working days it makes a decision on registration or sends a reasoned refusal. Such documents can be submitted either by the head of the enterprise or by a person with a power of attorney.
After the corresponding changes are registered, the renamed OJSC to PJSC will need to perform the following operations:
1. Change the corresponding name in all seals and stamps of the enterprise.
2. Notify all banking institutions about the change and re-register accounts.
3. Notify all your counterparties about the changes that have occurred.
4. Change your name in all publicly available sources.
Additional innovations
1. An enterprise may have two or more directors. They can work both jointly and separately, but the powers of each of them must be specified in the company’s charter. But the chief accountant is still left alone.
2. The innovation affected the contribution to the authorized capital. Now the involvement of an independent appraiser is required. This is mandatory for joint stock companies.
Answering the question: “What is a PJSC instead of an OJSC?”, we can say that this is practically the same enterprise, only renamed. OJSC is an open joint-stock company, PJSC is a public joint-stock company. The main activities carried out by the OJSC remained the same, however, significant changes were made in some areas that were mandatory.
Federal Law No. 99-FZ of May 5, 2014 (hereinafter referred to as the Law), which comes into force on September 1 of this year, introduces significant amendments to the procedure for the creation, activities and liquidation of legal entities. How will the articles of the code containing general provisions about the organizations we reviewed. This material will be devoted to those amendments that affect specific organizational and legal forms of legal entities.
Closed list of non-profit organizations
The current edition of the Civil Code of the Russian Federation establishes that legal entities that are non-profit organizations can be created in such forms as a consumer cooperative, public or religious organizations (associations), institutions, charitable and other foundations, as well as in other forms provided by law (). In accordance with the Law, this list becomes closed and includes 11 organizational and legal forms of non-profit organizations ():
1
Consumer cooperatives. They can be formed, in particular, in the form of housing, housing-construction, garage, dacha consumer cooperatives, mutual insurance societies, credit cooperatives, rental funds, etc.
2
Public organizations. It is emphasized that political parties, trade unions, and social movements belong specifically to this form of non-profit organizations.
3
Associations (unions). These include, in particular, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, commercial and industrial, notary and bar chambers.
4
Property owners' associations, including homeowners' associations.
5
Cossack societies included in the state register of Cossack societies in the Russian Federation.
6
Communities of indigenous peoples of Russia.
7
Foundations (public, charitable, etc.).
8
Institutions. These include state, municipal and private (including public) institutions.
9
Autonomous non-profit organizations.
10
Religious organizations.
11
Public law companies.
The Law establishes the definitions of all these forms of organizations, establishes the procedure for their establishment and management, and outlines the rights and obligations of their participants. Note that consumer cooperatives, public organizations, associations, partnerships of real estate owners, Cossack societies and communities of indigenous peoples of the Russian Federation are classified as corporate, and all others are unitary non-profit organizations.
To engage in income-generating activities, non-profit organizations will need provide for such a possibility in their charters. According to the current edition of the Civil Code of the Russian Federation, in order to carry out entrepreneurial activities, only one condition must be met - this activity must serve the achievement of the goals for which they were created and correspond to them. This condition remains.
Business partnerships and societies
The law does not change the organizational and legal forms of business partnerships - they will still be able to be created in the form of a general partnership or limited partnership ( limited partnership). But there will be fewer forms of business entities from September 1 - by Law such form as additional liability company is excluded(will no longer be valid from September 1). Thus, it remains possible to create only limited liability companies (LLC) and joint stock companies (JSC). Experts in the field civil law note that this is a very correct change, since in practice ODL are not widely used.
A number of changes concern the authorized capital of business companies. Thus, the Law stipulates that the founders of the company are obliged pay at least three quarters of the authorized capital before state registration society, and the rest - during the first year of its activity (). However, laws regulating the activities of a particular type of company may establish a different procedure. These same laws, as before, determine minimum size authorized capital of companies. Moreover, in cases where state registration of a business company is allowed without such advance payment, the company's participants will bear subsidiary liability for its obligations that arise before the full payment of the authorized capital.
Another change concerns the procedure for making non-monetary contributions to the authorized capital. For their monetary valuation of the company (regardless of the value of the participants’ shares in the authorized capital) will be required to involve independent appraisers. Moreover, if the appraiser makes a mistake in the calculations and overestimates the valuation of the property, he, together with the participants whose shares he assessed, will bear subsidiary liability for the obligations of the company within the amount by which the valuation of the property contributed to the authorized capital is overestimated, for a period of five years from the date of state registration of the company. It is worth noting that the provision on such liability will not apply to property appraisers and participants in privatized state unitary enterprises and municipal unitary enterprises. Currently, an independent appraiser is required to be involved to determine market value property when paying for JSC shares in non-cash (clause 3 of Article 34 of the Federal Law of December 26, 1995 No. 208-FZ ""). Limited liability companies are required to do this only if the nominal value of the participant’s share in the authorized capital paid in kind is more than 20 thousand rubles. (clause 2 of article 15 of the Federal Law of February 8, 1998 No. 14-FZ "").
Participants in business entities, according to the Law, will be able to secure a certain order exercising their membership rights in a special document – corporate agreement(The Civil Code of the Russian Federation is supplemented by the corresponding Article 67.2). In it they will be able to indicate that these rights must be exercised in a certain way, for example: how to vote at a general meeting of participants, at what price to acquire or alienate shares in the authorized capital (shares), etc. (). However, not all participants in the company can enter into such an agreement. In this case, it naturally does not create obligations for persons who are not parties to it.
In addition, the Law establishes the need to confirm the fact that the general meeting of participants of a business company made a decision and the composition of the company participants present. Thus, in relation to a public joint stock company, such confirmation will be carried out by the register of its shareholders, a non-public joint stock company - by notarization or also certification by the registrar of the register of shareholders, a limited liability company - by notarization ().
Joint stock companies
Important amendments also affected joint-stock companies. Law cancels their division into open and closed- they will be replaced by public and non-public companies (a new article will appear in the Civil Code of the Russian Federation - Article 66.3). Public will be a joint-stock company whose shares and securities convertible into them are publicly placed (by open subscription) or publicly traded under the conditions established by securities laws. In addition, the rules on public companies will apply to joint-stock companies whose charter and corporate name indicate that the company is public. JSCs that do not meet these conditions are non-public. Also to non-public companies referred to and LLC ().
It should be noted that the Law regulates in more detail the activities of public joint-stock companies (specific provisions about them are enshrined in the new edition), since their activities affect property interests large number shareholders and other persons.
We emphasize that the Law cancels the possibility of restriction the number of shares owned by one shareholder of a public JSC, their total par value, as well as the maximum number of votes granted to one shareholder. Currently, such restrictions may be provided for by the charter of a joint-stock company (clause 3 of article 11 of the Federal Law of December 26, 1995 No. 208-FZ ""; hereinafter referred to as the Law on Joint-Stock Companies). At the same time, according to the Law, public joint-stock companies are prohibited from placing preferred shares whose par value is lower than the par value of ordinary shares ().
Another significant change concerns maintaining the register of shareholders and performing the functions of the counting commission - from September 1, this will be done exclusively independent organizations licensed by law, – (). However, this rule applies only to public joint-stock companies. Let us recall that in current practice, joint-stock companies either transfer the maintenance of the register to such a registrar, or are themselves its holders (). As for the counting commission, according to the current legislation it is created in a company in which the number of shareholders - owners of voting shares of the company - is more than 100, and its quantitative and personal composition is approved by the general meeting of shareholders. If the register of a joint-stock company is maintained by a registrar, he may also be entrusted with performing the functions of a counting commission. And in companies in which the number of shareholders - owners of voting shares is more than 500, the functions of the counting commission are performed exclusively by the registrar ().
In addition, the Law establishes the need to verify and confirm the accuracy of annual accounting (financial) statements mandatory external audit for absolutely all JSCs(currently it is carried out only in relation to organizations that are OJSC, and also for) and in some cases - for LLC ().
ATTENTION!
No mass re-registration of legal entities in connection with the adoption of the Law is not expected, since it does not establish its obligatory nature. Give names already existing organizations and their constituent documents in accordance with the requirements of the Law will be necessary the first time these documents are changed (). There are no specific deadlines within which this must be done. In addition, JSCs that meet the criteria of a public JSC will not even need to indicate in their corporate name that they are public.
Experts also note that these amendments to the Civil Code of the Russian Federation are aimed at harmonizing Russian civil legislation with the legislation of foreign countries, which will help in attracting Russian business foreign investors.
Public joint stock company is one of the key concepts of the new classification of business companies. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.
The concept of “public joint-stock company (PJSC)” is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes a form of organization of a public company whose shareholders have the right to alienate their shares. Its main differences are
- presence of an unlimited number of shareholders
- free placement and circulation of shares on the securities market
- permission not to contribute funds to the authorized capital of the company until it is registered and an account is opened.
The definition of “public” suggests that this type of JSC must adhere to a policy of more complete disclosure of information compared to non-public ones. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).
The structure of PJSC can be represented as follows (see Fig. 1)
To understand the features of the creation and activities of a PJSC, let’s compare it with other types of joint stock companies and consider examples of existing organizations with this form of ownership.
Public or open?
Since regulations contain several concepts that are close to each other in meaning, even among specialists in corporate law, debates about their legal interpretation continue. Many questions concern the differences between “new” PJSC and “old” OJSC. At first glance, “only the name has changed,” but this is not so (see Table 1)
| Comparison options | ||
|---|---|---|
| Disclosure |
|
|
| Advantage for purchasing shares and securities | It was possible to reflect in the charter the advantage of purchasing free shares by existing shareholders and security holders | |
| Maintaining a register, having a counting commission | It was allowed to maintain the register of shareholders on their own | The register is maintained by third-party organizations that have a license for this type of activity; the registrar is independent |
| Control | A board of directors was required if the number of shareholders exceeded 50 people | It is mandatory to form a collegial body of at least 5 members |
Thus, although the changes related to public joint stock companies do not seem fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.
Public or non-public?
From the point of view of a non-specialist, a public joint-stock company in its own words is a former OJSC, and a non-public company is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business entities to organizations of different legal status:
- A characteristic feature of a PJSC is an open list of prospective buyers of shares, while a non-public joint stock company (NAC) does not have the right to sell its shares through public trading
- The law requires PJSCs to have a clear gradation of issues falling within the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and carry out other reforms in the activities of governing bodies
- Decisions made by the general meeting and the status of participants in the PJSC need to be confirmed by a representative of the registrar company. The NAO may contact a notary on this issue
- A non-public joint stock company has the right to include in its charter or corporate agreement a clause stating that, in relation to other interested parties, priority in purchasing shares remains with existing shareholders. While for PJSC this is unacceptable
- All corporate agreements concluded in a PJSC must undergo a disclosure procedure. For the NAO, it is sufficient to notify that the contract has been concluded, and its contents can be declared confidential
- All procedures for the repurchase and circulation of securities, which are provided for by Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.
How to re-register an OJSC into a PJSC?
The renaming procedure is carried out by replacing words in the name of the organization. Next, the charter should be revised, especially as it relates to the board of directors and the rights to benefits when purchasing shares, and brought into compliance with the provisions of the legislation on public joint-stock companies.
The Civil Code states that the rules on public companies are applicable only to joint-stock companies whose charter and corporate name directly indicate that they are public. These rules do not apply to other legal entities.
The most famous PJSCs in Russia
The largest representatives of this form of ownership regularly top the rankings of the richest organizations in the country and the world. Here are several legal entities included in the TOP-10 RBC rating for 2015:
On September 1, 2014, a new government reform was implemented. The legislator divides all societies into public and non-public. The main factor influencing differentiation was the fact of involvement unlimited quantity investors in stock turnover. If the shares are placed by public subscription, they are traded on the stock exchange, then the organization is considered public; if not, it is considered non-public. Such changes in legislation were necessary for the legal regulation of their activities. We will look at the essence of the concept, the features of opening, the specifics of public work and answer the question that is relevant for entrepreneurs: “PJSC - what is it?”
What is PAO?
On September 1, 2014, amendments to the Civil Code concerning the activities of legal entities came into force. This date marks the liquidation of CJSC, LLC and the beginning of the work of new organizational forms of business activity - PJSC (interpretation: public joint-stock companies), JSC, LLC (non-public joint-stock companies).
Before changes in legislation, large corporations and small organizations operated under a single legal framework. If a small organization had even two shareholders, the management was obliged to delegate powers by creating a board of directors or organizing a meeting of shareholders within a certain time frame, to elect an auditor who in fact controls its actions and protects its interests. The amendments improved the law and eliminated the need for organizations to comply with its requirements only formally due to the global discrepancy between the legal and economic models.
Basic differences between PJSC and JSC
Name | ||
Method of placement of shares | Securities are converted by open subscription and are publicly traded in accordance with the law. | The subscription is closed, shares and securities are not publicly traded |
Maintaining a register of shareholders | Obliged to provide | Not required |
Who confirms decisions? | Registrar | Registrar or notary |
Alienation of shares | It is impossible to provide for the possibility of alienation of shares | The charter may provide for a provision on the alienation of shares |
Preferential acquisition of shares | Allowed |
More stringent requirements for PJSC are due to the need to strictly protect the rights of a large number of investors. But JSC has a greater choice of management mechanisms.
PAO: opening. Algorithm
1. business plan.
2. Organization of a public joint stock company.
After making the decision to create a public joint stock company on constituent assembly or individual shareholders enter into a written agreement.
3. Conclusion of the founding agreement.
It will regulate the activities of the company, the size of the authorized capital, types of securities, the procedure for their payment, the rights and obligations of the parties.
4. State registration of PJSC.
What is this process and what are its goals? The company is registered by the Inspectorate of the Federal Tax Service of the Russian Federation, guided by Federal Law No. 31-FZ of March 21, 2002. A state fee is required for the service; details must be clarified at the selected inspection department. Registration is necessary for legal activities and government control. The founder needs to prepare the following documents:
- statement;
- 2 originals of the company's charter;
- agreement on establishment, protocol;
- receipt of payment of the duty;
- documents for the legal address (notarized copy of the certificate of ownership, letter of guarantee from the owner of the premises where the company will be registered).
How to register shares of a public company
A separate nuance is the registration of the issue of shares of PJSC Russia. The founder needs to prepare additional papers to legitimize them. They must be submitted within a month from the date of state registration of the company. Otherwise, you will have to pay a fine in the amount of 700 thousand rubles. This procedure is also carried out in the event of an increase in the authorized capital, additional issue of shares, involvement of third parties, or reorganization of the company.
OJSC and PJSC do not mean different organizations; the goals of their activities have not changed, only its format has changed. CJSC, OJSC were reformed into public, non-public companies, limited liability companies (LLC) in order to improve their operating model.
Opening of a PJSC branch. What does this involve?
Article 51 of Chapter Federal Law No. 208-FZ, as amended on June 29, 2015, “On Joint Stock Companies,” gives it the right to create its own representative offices and branches, guided by the Civil Code of the Russian Federation and federal laws. The branch of PJSC is its full-fledged independent branch and operates on the basis of a legal power of attorney.
Features of the activities of public joint-stock companies
- The number of shareholders is not limited.
- Shares are traded publicly and without restrictions.
- The authorized capital is formed through the issue of securities (shares), the minimum amount is 100,000 rubles.
- There is no need to contribute funds to the authorized capital before registering the company.
- Responsible for obligations with its property (but not in the case of obligations of PJSC shareholders). Opening a company automatically gives shareholders rights and responsibilities.
- Important information about the company’s activities is in the public domain (report data, financial statements, charter, decision on
Work organization
Management links are in the hands of the general meeting of shareholders, but it cannot consider issues and approve decisions that are outside its competence (the list of issues regarding which decisions can be made is fixed in the Federal Law “On Joint-Stock Companies”). Current activities controls the executive body - CEO, board, directorate. He reports to the board of directors regarding the activities of the company. The latter must select an auditor of the company to conduct and control the financial and economic segment. General meeting shareholders are required to call once a year. Although OJSC and PJSC underwent reorganization and innovations in the legal segment, they largely retained the registration and operation algorithm.
Amendments to the Civil Code on September 1, 2014 made it possible to create a legal model that meets the real needs of entrepreneurs. PJSC is considered one of the most convenient and effective forms of organizing the work of a company. The transcript reflects the essence of its public objective answer to the question “PJSC - what is it?” will provide an opportunity not only to organize a successful enterprise, but also to correctly determine your business segment.
