What it is? The answer to this question will be of interest not only to students who, by the nature of their occupations, study a certain subject, but also to citizens of our country who have a more or less active social position.
The article will tell you 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 Constantinople. Its capital consisted of shares, shares were called shares and had the form of a ticket, which certified the ownership of shareholders and freely circulated on the market. The legislation that regulated the activities of societies consisted of royal decrees.
The heyday of joint-stock companies falls on the middle of the 19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of pace economic development, and the circulation of securities is developing unprecedentedly quickly.
V 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 precisely the joint-stock company that makes it possible to combine the capitals of many investors to create a new independent economic entity.
Joint-stock company: what it is and its essence
A joint stock company is an economic entity carrying out commercial activities... Profit is the main goal of creating joint stock companies, and complete financial and economic independence in making managerial decisions only contributes to the achievement of the result.
The authorized capital of the joint stock company is divided into shares. Company members (shareholders) bear the risk of losses from economic activity within 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 property. The property belongs to the 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 in it: name, seal. He can, on his own behalf, take part in court hearings as a party to the case and as a third party, have his own account in bank institutions and separate property. The founders of a society can be both physical 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 both open, that is, conducting an open subscription to the issue of shares and freely tradable, and closed - the shares of which are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which makes it possible to neutralize the risks of securities fraud.
What regulatory acts govern 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 amendments adopted in 2014. Normative acts determine the legal status and procedure for the creation of both the society itself and its governing 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 single document related to Joint Stock Companies. The issue and circulation of shares that are securities are regulated by the law "On the Securities Market" and the Federal Law "On the Protection of the Rights and Legal Interests of Investors in the Securities Market".
How the authorized capital is formed
The authorized capital of a joint-stock company is made up of the amount of shares bought out by its shareholders. Determines the minimum value of the property of the company, of which it is the owner. The authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of the authorized capital, which currently amounts to 1000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital can be increased or decreased. This decision is made by the shareholders at the general meeting.
How is management
Management of a joint stock company is multi-stage and diverse.
The supreme body that makes the most important decisions on activities is undoubtedly the general meeting of shareholders. On it, among other issues, the annual report is approved, for shareholders, decisions on liquidation and reorganization are made. 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 the 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. It takes place 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 the granted rights, shares of a joint-stock company can be ordinary and preferred.
Preferred shares give their holders a fixed amount of dividends and the right to pay them first, but restrict the right to manage the company.
Society documents. Disclosure of information on activities
The main document is the charter, on the basis 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 shareholders, upon their request, be provided with documents containing information about the activities. Business papers to be provided to shareholders include:
Annual report;
Internal documents;
Documentation reflecting maintenance accounting and reporting.
The order of the organization of the society. Distribution of shares
The company is organized by the birth of a new economic entity as a legal entity, or by reorganizing an existing one. The decision to create is made by its founders on constituent assembly... Both individuals and legal entities can become organizers. The number of founders of an open company is not limited; when a closed company is established, 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 can be liquidated on a voluntary basis by making a decision on this at a meeting supreme body management or by court order. When a decision is made to liquidate on a voluntary basis, 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 assumes all the burdens associated with the search and identification of creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property in order to cover debts and settlements with counterparties, resolve the issue of dismissed employees and other financial and property issues.
The result of everything 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 developed enough, 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 puzzling, and the essence of this complex organization will become clearer.
This section contains samples and forms of legal documents that are often mentioned in your questions: charter, charter of an LLC, charters of an LLC, download the charter, a sample charter, a sample charter, a copy of the charter, federal law on joint-stock companies, amendments to the charter, charters of organizations, charter organizations, download statutes, statutes of institutions, statutes of an institution, etc.
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Chapter X. Large Transactions - Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies". Your questions are answered expert - lawyers and attorneys of Moscow.
- Chapter II. Foundation, reorganization and liquidation of a company
- Chapter III. The 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 Equity Securities
- Chapter VIII. Board of directors (supervisory board) of the company and the executive body of the company
- Chapter IX. Acquisition and redemption of outstanding shares by the company
- Chapter X. Major Transactions
- Chapter XI. Interest in the transaction by the company
- Chapter XII. Control over the financial and economic activities of the company
- Chapter XIII. Accounting and reporting, company documents. Society information
Chapter X. Major Transactions
Article 78. Major transaction
1. A major transaction is a transaction (including a loan, credit, pledge, surety) or several interrelated transactions related to the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 or more percent of the book value of the company's assets, determined according to his accounting statements as of the last reporting date, with the exception of transactions carried out in the normal course of business of the company, transactions related to the placement by subscription (sale) of ordinary shares of the company, and transactions related to the placement of equity securities convertible into ordinary shares of the company. The charter of a company may also establish other cases in which the procedure for approval of major transactions provided for by this Federal Law applies to transactions made by the company.
In the event of alienation or the possibility of alienation of property, the book value of the company's assets is compared with the value of such property, determined according to accounting data, and in the case of property acquisition, the price of its acquisition.
2. 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 approval of 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 taken by all members of the board of directors (supervisory board) of the company unanimously, and the votes of the 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 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 the 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 by a majority of three quarters of votes 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 (persons) who are its party (parties), beneficiary (beneficiaries), price, subject of the transaction and other essential conditions.
5. If a major transaction is at the same time an interested party transaction, only the provisions of Chapter XI of this Federal Law shall apply to the procedure for its execution.
6. A major transaction concluded in violation of the requirements of this article may be invalidated at the suit of the company or shareholder.
7. The provisions of this article do not apply to companies consisting of one shareholder who simultaneously performs the functions of the sole executive body.
Article 80. Acquisition of 30 and more percent of the company's ordinary shares
1. A person intending, independently or jointly with his affiliated person (persons), to acquire 30 or more percent of placed 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, shall be obliged no earlier than 90 days and not later than 30 days before the date of acquisition of shares, send a written notice of intention to acquire the said shares to the company.
2. A person who, independently or jointly with its affiliated person (persons), has acquired 30 or more percent of placed 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, within 30 days from the date of acquisition is obliged to offer shareholders to sell to him the ordinary shares of the company and equity securities, which are 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 charter of the company or a decision of the general meeting of shareholders may provide for exemption from the obligation specified in this clause. The decision of the general meeting of shareholders to release from such an obligation may be made by a majority of votes 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 clause and his affiliates.
3. The proposal of the person who has acquired ordinary shares in accordance with this article for the acquisition of ordinary shares of the company shall be 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 not exceeding 30 days from the date of receipt of the offer.
If a shareholder accepts an offer to purchase shares from him, such shares must be purchased and paid for no later than 15 days from the date the shareholder accepts the relevant offer.
5. An offer to shareholders to acquire shares from them must contain data on the person who acquired the company's ordinary shares (name or title, 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 purchase of shares, terms of acquisition and payment of shares.
6. A person who has acquired shares in violation of the requirements of this article shall have the right to vote at a general meeting of shareholders for 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 the placed ordinary shares in excess of 30 percent of the placed ordinary shares of the company.
See other samples of the charter, as well as additional documents:
Organizations' charters:
1. A major transaction is a transaction (including a loan, credit, pledge, surety) or several interrelated transactions related to the acquisition, alienation or the possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 or more percent 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 concluded in the normal course of business of the company, transactions related to the placement by subscription (sale) of ordinary shares of the company, and transactions related to the placement of equity securities convertible into ordinary shares society. The charter of a company may also establish other cases in which the procedure for approval of major transactions provided for by this Federal Law applies to transactions made by the company.
In the event of alienation or the possibility of alienation of property, the book value of the company's assets is compared with the value of such property, determined according to accounting data, and in the case of property acquisition, the price of its acquisition.
2. 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 taken by all members of the board of directors (supervisory board) of the company unanimously, and the votes of the 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 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 by a majority of three quarters of votes 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 (persons) who are its party (parties), beneficiary (beneficiaries), price, subject of the transaction and other essential conditions.
5. If a major transaction is at the same time an interested party transaction, only the provisions of Chapter XI of this Federal Law shall apply to the procedure for its execution.
6. A major transaction concluded in violation of the requirements of this article may be invalidated at the suit of the company or shareholder.
7. The provisions of this article do not apply to companies consisting of one shareholder who simultaneously performs the functions of the sole executive body.
In the past year, the federal legislation governing the procedure for the conduct of activities by joint-stock companies was significantly revised. Thus, during 2015, amendments were made to Law No. 208-FZ twice - on June 29 and December 29. The adoption of the legislative amendments was dictated by the need to bring the norms of the said law in line with the provisions of the current Civil Code of the Russian Federation. The lion's share of the adopted amendments came into effect in July last year, but the amendments concerning the procedure for convening, specifics of preparation and holding of the general meeting will enter into force only in July 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 edition of the document, such a right no longer applies automatically. Therefore, the possibility of using the preemptive right to purchase securities when they are alienated by a shareholder to third parties should henceforth be directly spelled out 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 in the framework of the additional issue.
The provisions of the charter of a non-public joint-stock company can henceforth contain conditions stating that shareholders do not have a preemptive right to purchase shares issued in circulation as part of an additional issue.
Society status.
In accordance with the updated version of the law, the shareholders of the company now have the opportunity to change the status of a JSC from non-public to public, or vice versa. In the first case, it will be necessary to register a prospectus of shares and conclude an agreement on their listing, and in the second - to obtain permission from the Central Bank to refuse to disclose information and withdraw securities from public trading.
Registrar 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.
The 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 established by law. Along with this, the list of issues that can be voted 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 additional rights for holders of preferred securities in the charter of non-public JSCs. An example of such a right is the possibility of obtaining the right to vote by the holder of preferred shares on issues within the competence of the general meeting.
General meetings.
The law clarified some of the features of convening and holding a general meeting. (Articles 52-54, 55, 58, 62). Some of these provisions will come into effect only in July 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.
Purchase of large promotional packages.
The law clarified and somewhat supplemented the procedure for purchasing large promotional packages of PJSCs (Chapter 10.1). Most of the new regulations will take effect in July this year.
Mandatory audit.
From now on, audit is mandatory for all joint stock companies, including non-public ones.
Legislation is regularly undergoing changes (especially in such important points, as a state defense order - details can be found at). Main law O of various types joint-stock companies are not an exception (LLC, OJSC, CJSC, PJSC, etc., with the exception of JSCs operating in the field of lending, insurance and investment groups). Although the audit activity is regulated, for example, separately, by means of.
Law on joint stock companies in the new edition 2018
As of today, the revision is valid, which entered into force from last year (2017). The latest amendments entered into force in July 2017. Also, at this time, amendments were made to Article 159 of the Criminal Code of the Russian Federation. Read more about this.
What the Law on Joint Stock Companies says
Changes have been made to many procedures:
Voting standards have been established that are more stringent (according to the charter, amendments, etc.);
shareholders are allowed to change their status at any time / term (public to non-public and vice versa);
a norm was introduced on the mandatory involvement of a registrar;
defined the rights of privileged holders of a package of securities;
the norms for the authorized capital have been increased.
The regulations of the alienation form, the procedure for liquidation and / or reorganization, etc. have been updated. Updates are expected this year, the approximate date is the beginning of July. In addition, amendments will be made to Article 158 of the Criminal Code of the Russian Federation. more about it
Changes with comments and additions
V full version of the law, comprehensive comments are given to such definitions and conditions: who is an affiliated person / persons, the obligations of shareholders, rights and their protection are defined. The same as in the case of the assessment of working conditions - the corresponding changes were made in and in 2018.
The head of the Government of the Russian Federation separately noted in his speech at the plenary session The State Duma on the decision to adopt the draft on minority shareholders. Will define and install them legal rights, responsibility, to amend the established procedure for the creation of companies (joint-stock, closed, open with limited liability etc.).
Federal Law on Joint Stock Companies
This law has norms set forth also by the Civil Code (Civil Code of the Russian Federation). In this regard, a number of changes are envisaged for the current year (prolongation of the Ministry of Finance) aimed at equalizing legal force, since in the previous revision. some articles were contrary to other legislative acts.
208 FZ law on joint stock companies 2018
Changes are also envisaged in terms of the convocation of the shareholders' meeting (general), as well as the procedure for redemption of shares (revised), incl. large.
Article-by-article text in Russian download
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 enters precisely after publications.
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 to write an essay, prepare a report, etc., as well as for those who need urgent advice and explanations.
Federal Law on Joint Stock Companies, last edition
The law is federal and completely defines absolutely everything that in one way or another is related to this kind 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, LPR, RK (Republic of Crimea) and in the Kyrgyz Republic. In the countries of near and far abroad, a similar practice is also used, for example, in Lithuania, Germany, etc.
We will admit the translation of a document or its separate part / section / paragraph, as well as the charter to English language(such requirements are put forward by Finland, for example).
Interested party transaction
A 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 the Federal Law No. 14 (Art. 45).
Audit committee
Powers: audit of the work of responsible persons (contracts, orders (projects) assets, dividends, working schemes, etc., i.e. legal, financial and economic control). They report on the results only to the shareholders.
On 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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