What it is? The answer to this question will be of interest not only to students who study a certain subject due to their occupation, but also to citizens of our country who have a more or less active social position.
The article will talk about this complex and at the same time simple concept.
How joint stock companies developed. Briefly about the important
The first joint-stock company on the territory of our country was the Russian Trading Company. It was formed in 1757 in Costantinople. Its capital consisted of shares, the shares were called shares and had the form of a ticket, which certified the ownership of shareholders and was freely traded on the market. The legislation that regulated the activities of societies consisted of royal decrees.
The heyday of joint stock companies occurred in the mid-19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of growth rates economic development, and the circulation of securities is developing at an unprecedented rate.
IN Soviet period societies as such practically ceased their activities.
Modern Russia has a 20-year history of the formation of joint-stock companies. Go to market economy demanded the adoption of new ones to regulate relations in the sphere of private property and forms of its management.
Today, joint stock companies occupy a leading place in the system of economic relations. Because it is a joint-stock company that allows you to combine the capital of many investors to create a new independent business entity.
Joint stock company: what it is and its essence
A joint stock company is an economic entity that carries out commercial activities. Making a profit is the main goal of creating joint-stock companies, and complete financial and economic independence in making management decisions only contributes to achieving results.
The authorized capital of a joint stock company is divided into shares. Members of the company (shareholders) bear the risk of losses from economic activity within the limits of the value of the shares that they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment for securities. The essence of a joint stock company is that shareholders are the owners of the company, but not the owners of the property. Property belongs to society itself. This is both the essence and the paradox of this form of management. It is a legal entity that has the attributes inherent to it: name, seal. May, on his own behalf, take part in court hearings as a party to the case and a third party, have his own account in bank institutions and separate property. The founders of the company can be both individuals and legal entities, the number of which is not limited.
You can often hear the phrase “closed or open joint stock company.” What it is? According to the law, companies can be either open, that is, carrying out an open subscription to issue shares and freely traded, or closed - the shares of which are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which helps mitigate the risks of securities fraud.
What regulations regulate the activities of joint stock companies?
Important normative document- this is the civil code of the Russian Federation, in particular chapter 4 of the document. A special act is the Federal Law “On joint stock companies"from 1995, with fresh changes adopted in 2014. Regulatory acts determine the legal status and procedure for the creation of both the company itself and its management bodies, authorized capital, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation and other equally important issues.
This law is far from the only document related to joint stock companies. The issue and circulation of shares that are securities is regulated by the Law “On the Securities Market” and the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market.”
How is the authorized capital formed?
The authorized capital of the Joint Stock Company is formed from the amount of shares purchased by its shareholders. Determines the minimum value of the company’s property, the owner of which is the company. Authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of authorized capital, which currently amounts to 1000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital may be increased or decreased. The decision on this is made by shareholders at the general meeting.
How does management work?
Management of a joint stock company is multi-stage and diverse.
The highest body that makes the most important decisions on activities is, undoubtedly, the general meeting of shareholders. It, among other issues, approves the annual report, shareholders, and makes decisions on liquidation and reorganization. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law “On Joint-Stock Companies” and cannot be transferred to the board of directors.
The executive body that manages activities on current day-to-day issues is the director or directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.
Basic rights of shareholders
Shareholders of a joint stock company have the following basic rights:
Participation in management. Occurs by voting at each general meeting on issues that are within its competence.
Receiving income as dividends.
The right to receive a share of the company’s property in the event of termination of its activities and liquidation.
Depending on the scope of rights granted, shares of a joint stock company can be ordinary or preferred.
Preferred shares give their owners a fixed amount of dividends and the right to priority payment, but limit the right to manage the company.
Society documents. Disclosure of information about activities
The main document is the charter, on the basis of the provisions of which the enterprise carries out its activities. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.
The Law on Joint Stock Companies requires that documents containing information about activities be provided to shareholders upon request. Business papers that must be provided to shareholders include:
Annual report;
Internal documents;
Documentation reflecting maintenance accounting and reporting.
The procedure for organizing the company. Share distribution
A company is organized by the birth of a new business entity as a legal entity, or by reorganizing an existing one. The decision to create is made by its founders constituent assembly. Organizers can be both individuals and legal entities. The number of founders of an open company is not limited; when establishing a closed one, there should be no more than fifty of them.
When a company is created, its shares are distributed among the founders. The Law on Joint Stock Companies (its new version) states that the obligation to register the issue of shares distributed between the founders must be fulfilled by the company within one month from the date of registration.
Liquidation procedure
The company may be liquidated voluntarily by making a decision at a meeting supreme body management or by court decision. When a decision is made to liquidate voluntarily, all powers to manage the company are transferred to the liquidation commission, which from the moment of its appointment heads the joint-stock company. What is a liquidation commission, and what are its powers? This body takes upon itself all the burdens associated with searching and identifying creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property to cover debts and settlements with counterparties, resolving the issue of dismissed employees and other financial and property issues.
The summary of all that has been said. Today, joint stock companies are the most developed and promising form of business in Russian Federation. The position of society is determined by domestic legislation, which has already been sufficiently established, but nevertheless, some of its norms require further refinement in order to keep up with the rapidly changing economy and business practices.
This is what it is, a joint stock company, in general outline. It seems that after reading the article, the question “joint stock company - what is it” will no longer be a dead end, and the essence of this complex organization will become more clear.
This section presents samples and forms of legal documents that are often mentioned in your questions: charter, LLC charter, LLC charters, download charter, sample charter, sample charter, copy of the charter, federal law on joint stock companies, changes to the charter, charters of organizations, charter organizations, download charters, charters of institutions, charter of institutions, etc.
Answers your questions:
Legal Group Lawyers "Legal Protection"
Chapter X. Major transactions - Federal Law of December 26, 1995 N 208-FZ “On Joint Stock Companies”. Your questions are answered expert - lawyers and advocates of Moscow.
- Chapter II. Establishment, reorganization and liquidation of a company
- Chapter III. Authorized capital of the company. Shares, bonds and other equity securities of the company. Net assets of the company
- Chapter IV. Placement by the company of shares and other issue-grade securities
- Chapter VIII. Board of directors (supervisory board) of the company and executive body of the company
- Chapter IX. Acquisition and redemption of issued shares by the company
- Chapter X. Major transactions
- Chapter XI. Interest in the company completing a transaction
- Chapter XII. Control over the financial and economic activities of the company
- Chapter XIII. Accounting and reporting, company documents. Information about the society
Chapter X. Major transactions
Article 78. Major transaction
1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several interrelated transactions related to the acquisition, alienation or possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 percent or more of the book value of the company’s assets, determined according to his financial statements as of the last reporting date, with the exception of transactions made in the normal course of business of the company, transactions related to the placement through subscription (sale) of ordinary shares of the company, and transactions related to the placement of issue-grade securities convertible into ordinary shares of the company. The company's charter may also establish other cases in which transactions carried out by the company are subject to the procedure for approval of major transactions provided for by this Federal Law.
In the event of alienation or the possibility of alienation of property, the cost of such property, determined according to accounting data, is compared with the book value of the company's assets, and in the case of acquisition of property - the price of its acquisition.
2. In order for the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.
Article 79. Procedure for approving a major transaction
1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.
2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company’s assets, is made by all members of the board of directors (supervisory board) of the company unanimously, and the votes of retired members of the board of directors (supervisory board) are not taken into account ) society.
If unanimity of the board of directors (supervisory board) of the company on the issue of approving a major transaction is not achieved, by decision of the board of directors (supervisory board) of the company, the issue of approving the major transaction may be submitted for decision to the general meeting of shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority vote of shareholders of voting shares participating in the general meeting of shareholders.
3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company’s assets, is adopted by the general meeting of shareholders with a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.
4. The decision to approve a major transaction must indicate the person(s) who is its party(ies), beneficiary(ies), price, subject of the transaction and its other essential conditions.
5. If a major transaction is at the same time a transaction in which there is an interest, only the provisions of Chapter XI of this Federal Law apply to the procedure for its execution.
6. A major transaction made in violation of the requirements of this article may be declared invalid at the request of the company or shareholder.
7. The provisions of this article do not apply to companies consisting of one shareholder, who simultaneously exercises the functions of the sole executive body.
Article 80. Acquisition of 30 percent or more of the company’s ordinary shares
1. A person who intends, independently or jointly with his affiliate(s), to acquire 30 percent or more of the outstanding ordinary shares of a company with the number of shareholders - owners of ordinary shares of more than 1000, taking into account the number of shares owned by him, is obliged no earlier than 90 days and not later than 30 days before the date of acquisition of the shares, send a written notice to the company of the intention to purchase the specified shares.
2. A person who, independently or jointly with his affiliate(s) acquired 30 percent or more of the outstanding ordinary shares of a company with the number of shareholders - owners of ordinary shares of more than 1000, taking into account the number of shares owned by him, is obliged to offer to shareholders within 30 days from the date of acquisition sell to him the ordinary shares of the company and equity securities convertible into ordinary shares belonging to them at the market price, but not lower than their weighted average price for the six months preceding the date of acquisition.
The company's charter or a decision of the general meeting of shareholders may provide for exemption from the obligation specified in this paragraph. The decision of the general meeting of shareholders to exempt from such obligation may be adopted by a majority vote of the owners of voting shares participating in the general meeting of shareholders, with the exception of votes on shares owned by the person specified in this paragraph and his affiliates.
3. The proposal of the person who acquired ordinary shares in accordance with this article to acquire ordinary shares of the company is sent to all shareholders - owners of ordinary shares of the company in writing.
4. A shareholder has the right to accept an offer to purchase shares from him within a period of no more than 30 days from the date of receipt of the offer.
If a shareholder accepts a proposal to purchase shares from him, such shares must be purchased and paid for no later than 15 days from the date the shareholder accepted the relevant proposal.
5. An offer to shareholders to purchase shares from them must contain information about the person who acquired ordinary shares of the company (name or designation, address or location) in accordance with this article, as well as an indication of the number of ordinary shares that it acquired, the price offered to shareholders acquisition of shares, period of acquisition and payment for shares.
6. A person who acquired shares in violation of the requirements of this article has the right to vote at the general meeting of shareholders on shares, total which does not exceed the number of shares acquired by him in compliance with the requirements of this article.
7. The rules of this article apply to the acquisition of every 5 percent of outstanding ordinary shares in excess of 30 percent of the outstanding ordinary shares of the company.
See other examples of the charter, as well as additional documents:
Charters of organizations:
1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several interrelated transactions related to the acquisition, alienation or possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 percent or more of the book value of the company’s assets, determined according to its financial statements as of the last reporting date, with the exception of transactions made in the normal course of business of the company, transactions related to the placement through subscription (sale) of ordinary shares of the company, and transactions related to the placement of issue-grade securities convertible into ordinary shares society. The company's charter may also establish other cases in which transactions carried out by the company are subject to the procedure for approval of major transactions provided for by this Federal Law.
In the event of alienation or the possibility of alienation of property, the cost of such property, determined according to accounting data, is compared with the book value of the company's assets, and in the case of acquisition of property - the price of its acquisition.
2. In order for the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.
1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.
2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company’s assets, is made by all members of the board of directors (supervisory board) of the company unanimously, and the votes of retired members of the board of directors (supervisory board) are not taken into account ) society.
If unanimity of the board of directors (supervisory board) of the company on the issue of approving a major transaction is not achieved, by decision of the board of directors (supervisory board) of the company, the issue of approving the major transaction may be submitted for decision to the general meeting of shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.
3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company’s assets, is adopted by the general meeting of shareholders with a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.
4. The decision to approve a major transaction must indicate the person(s) who is its party(ies), beneficiary(ies), price, subject of the transaction and its other essential conditions.
5. If a major transaction is at the same time a transaction in which there is an interest, only the provisions of Chapter XI of this Federal Law apply to the procedure for its execution.
6. A major transaction made in violation of the requirements of this article may be declared invalid at the request of the company or shareholder.
7. The provisions of this article do not apply to companies consisting of one shareholder, who simultaneously exercises the functions of the sole executive body.
Last year, federal legislation regulating the conduct of activities of joint-stock companies was subjected to a significant revision. Thus, during 2015, changes were made to Law No. 208-FZ twice - on June 29 and December 29. The adoption of legislative amendments was dictated by the need to bring the provisions of the said law into conformity with the provisions of the current Civil Code of the Russian Federation. The lion's share of the adopted amendments came into force in July last year, however, amendments relating to the procedure for convening, the specifics of preparing and holding the general meeting will come into force only in July of this year. What exactly has changed in the current joint stock legislation will be discussed in this article.
Preemptive right to purchase shares.
According to the new version of the document, this right no longer applies automatically. Therefore, the possibility of using the pre-emptive right to purchase securities when they are alienated by a shareholder to third parties must now be directly stated in the provisions of the company’s charter. Along with this, the charter may also contain a condition on the need to obtain the approval of other shareholders when alienating the company's securities to third parties.
Preemptive right within the framework of an additional issue.
The provisions of the charter of a non-public joint-stock company may now contain conditions that shareholders do not have a pre-emptive right to purchase shares issued as part of an additional issue.
Status of society.
In accordance with the updated version of the law, the company’s shareholders now have the opportunity to change the status of a joint stock company from non-public to public, or vice versa. In the first case, it will be necessary to register a prospectus for shares and enter into an agreement on their listing, and in the second, obtain permission from the Central Bank to refuse to disclose information and withdraw securities from public trading.
Registrar's approval.
According to Art. 9 of the above law, the establishment of a JSC is not possible without the approval of the registrar, i.e., an independent person who will be entrusted with maintaining the register of shareholders.
Possibility of establishing a stricter majority.
The charter of a non-public joint-stock company may provide for the need for a stricter majority of votes for the meeting to make certain decisions than is established by law. Along with this, the list of issues that can be voted on by the meeting exclusively unanimously has expanded somewhat. For example, it will no longer be possible to make significant changes to the charter of a joint-stock company without a unanimous decision.
Capital.
In accordance with Art. 26 of this law, the size of the minimum authorized capital for a PJSC is set at 100 thousand rubles, and for a non-public JSC - 10 thousand rubles.
Additional rights of holders of preferred securities.
It is possible to secure in the charter of non-public joint-stock companies additional rights for the owners of preferred securities. An example of such a right is the possibility of obtaining voting rights by the holder of preferred shares on issues within the competence of the general meeting.
General meetings.
The law clarified some features of convening and holding a general meeting. (vv. 52–54, 55, 58, 62). Some of these provisions will come into effect only in July of this year.
Sale of shares to the company.
The law clarified the grounds and procedure for the repurchase of securities by the company (Articles 72, 75, 76). Some of these provisions will come into effect on July 1 of this year.
Purchasing large promotional packages.
The law clarified and somewhat supplemented the procedure for purchasing large shareholdings in PJSCs (Chapter 10.1). Most of The new provisions will come into force in July this year.
Mandatory audit.
From now on, auditing is mandatory for all joint stock companies, including non-public ones.
Legislation regularly undergoes changes (especially in such important points, as a state defense order - details can be found at ). Main Law O various types joint stock companies are no exception (LLC, OJSC, CJSC, PJSC, etc., with the exception of JSCs operating in the field of lending, insurance and investment groups). Although auditing activities are regulated, for example, separately, by.
Law on Joint Stock Companies in the new edition 2018
The version that came into force last year (2017) is valid today. The latest amendments came into force in July 2017. Also at this time, amendments were made to Article No. 159 of the Criminal Code of the Russian Federation. Read more about this
What does the Law on Joint Stock Companies say?
Changes have been made to many procedures:
Stricter voting norms have been established (on the charter, on making changes, etc.);
shareholders are allowed to change their status at any time/term (public to non-public and vice versa);
a rule was introduced on the mandatory involvement of a registrar;
the rights of privileged holders of a block of securities are determined;
The norms for authorized capital have been increased.
The regulations on the form of alienation, the procedure for liquidation and/or reorganization, etc. have been updated. An update is expected this year, the estimated date is early July. In addition, adjustments will be made to Article 158 of the Criminal Code of the Russian Federation. more about this
Changes with comments and additions
IN full version The law provides comprehensive comments on such definitions and conditions: who is an affiliated person/persons, the duties of shareholders, rights and their protection are defined. Just as in the case of assessing working conditions, corresponding changes were made in 2018.
The Head of the Government of the Russian Federation separately noted in his speech at the plenary session State Duma on the decision to adopt the project on minority shareholders. Will identify and install them legal rights, responsibility, to amend the established procedure for creating companies (joint stock, closed, open with limited liability etc.).
Federal law on joint stock companies
This law has rules also set out by the Civil Code (Civil Code of the Russian Federation). In this regard, a number of changes are envisaged for the current year (extension of the Ministry of Finance) aimed at equalizing legal force, since in the previous edition. some articles were contrary to other legislative acts.
208 Federal Law Law on Joint Stock Companies 2018
Changes are also expected in terms of convening a shareholder meeting (general), as well as the procedure for repurchasing shares (clarified), incl. large.
Download article-by-article text in Russian
If you need to download online material on this topic ( full content) we recommend using the portal " Russian newspaper"or "consultant plus", where the current version of the laws is always available. New edition legally comes into effect precisely after publication.
If you do not have the opportunity/time/desire to do independent monitoring/analysis, we recommend using the free online consultant service. This option is quite suitable for students who want to write an essay, prepare a report, etc., as well as for those who need urgent advice and clarification.
Federal Law on Joint Stock Companies latest edition
The law is federal and fully defines absolutely everything that in one way or another is related to this species education (direct, indirect).
According to data from Wikipedia, such bills are actively used in a number of friendly countries ( former republics from the USSR, for example, Belarus, Tajikistan, Turkmenistan, Kyrgyzstan, Moldova, Uzbekistan).
New states are not inferior, for example, the LPR, the Republic of Kazakhstan (Republic of Crimea) and the Kyrgyz Republic. In countries near and far abroad, similar practices are also used, for example, in Lithuania, Germany, etc.
It is permissible to translate a document or its separate part/section/clause, as well as the charter into English language(such requirements are put forward by Finland, for example).
Interested party transaction
The member of the board of directors or his authorized person/persons (affiliated) directly participates in it. However, it can be canceled in court, since in this option a person can act in the interests of third parties, and not the JSC itself. The issues are regulated by Federal Law No. 14 (Article 45).
Audit committee
Powers: audit of the work of responsible persons (contracts, orders (projects), assets, dividends, work schemes, etc. i.e. legal, financial and economic control). They report on the results only to shareholders.
About the peculiarities of the situation of workers
The labor sphere is fully regulated by the legislation of the Russian Federation, namely, the application of the norms of the Labor Code (Labor Code of the Russian Federation) is prescribed in full compliance.
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