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 not an exception (LLC, OJSC, CJSC, PJSC, etc., exception of JSC 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. The new edition legally comes into force 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 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 law Russian Federation, namely, the application of norms is prescribed Labor Code(Labor Code of the Russian Federation) in full compliance.
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The President of Russia signed the federal law dated July 19, 2018 No. 209-FZ “On Amendments to the Federal Law “On Joint-Stock Companies.” Innovations are aimed at improving the management system of joint stock companies.The law came into force on July 19, 2018, with the exception of certain provisions that come into force on a different date.
What is the essence of the new law?
The amendments affected the rules on audit commissions, general meetings of shareholders, interested party transactions, preferred shareholders, powers of the board of directors, etc.Why were the amendments made?
The law was developed in order to implement the action plan “Improving corporate governance", approved by order of the Government of Russia dated June 25, 2016 No. 1315-r. The innovations are designed to increase the level of protection of the rights of minority shareholders and the quality of corporate governance in Russian joint-stock companies. Thus, it is in the interests of minority shareholders that the deadline for notification of a general meeting of shareholders has been increased.What is the deadline for reporting the general meeting of shareholders now?
The minimum period for notifying shareholders of a general meeting of shareholders has been increased from 20 to 21 days. At the same time, special deadlines for notifying shareholders are retained, which are used in a number of cases, for example, if the proposed agenda for an extraordinary general meeting of shareholders contains the issue of electing members of the board of directors.What has changed in the procedure for holding the general meeting of shareholders?
The amendments clarify the list of information that must be conveyed to meeting participants in preparation for its holding:Drafts of only those internal documents of the company that are subject to approval by the meeting are provided;
The conclusion of the audit commission and information about candidates for its membership are provided only if the presence of a commission is mandatory according to the company’s charter;
Participants in the general meeting of a public joint stock company will need to submit an internal audit report. The rule on the mandatory nature of such an audit will come into effect from July 1, 2020.
In addition, the list of issues that must be considered at the annual meeting of shareholders includes the issue of distribution of profits (including payment (declaration) of dividends) and losses of the company based on the results of the reporting year.
How have the rules for auditors been updated?
It is stipulated that control over the financial and economic activities of a joint-stock company can only be exercised by a collegial body: the audit commission. Previously, the Law also allowed for the possibility of electing an auditor. In companies in which an auditor was elected on the date of entry into force of the indicated changes, the provisions on the audit commission apply to the auditor of such companies.The obligation of an audit commission in a joint stock company is abolished. In public joint-stock companies, an audit commission is now mandatory only if its presence is provided for by the charter. The charter of a non-public joint-stock company can provide for the absence of an audit commission or its creation only in cases provided for by the charter of such a company. A similar provision was included in the Civil Code of the Russian Federation back in September 2014. These provisions can be included in the charter of a non-public JSC by unanimous decision of all shareholders at a general meeting.
Did the amendments affect interested party transactions?
Yes, the criteria for transactions to which the rules on interested party transactions do not apply due to not exceeding 0.1% of the book value of the company’s assets have been clarified. Such a limit must correspond to either the amount of the transaction, or the price or book value of the property with which the transaction is related to the acquisition, alienation or possibility of alienation.Similar parameters (transaction amount, price or book value of property) are established for interested party transactions, which must be approved by the general meeting by a majority vote of all disinterested shareholders - owners of voting shares.
At the same time, a new rule has been introduced, according to which the general meeting of shareholders is considered valid regardless of the number of disinterested shareholders taking part in it.
What changes are provided for holders of preferred shares?
The criteria for establishing dividends have been clarified. Now in the charter the amount of dividend on preferred shares can be determined by indicating it minimum size(for example, as a percentage of net profit). The size of the dividend is not considered determined if the company’s charter specifies only its maximum size. Also, preferred shareholders received the right to vote at the general meeting on issues, decisions on which, according to the Law on JSC, must be made unanimously by all shareholders.In addition, shareholders - holders of preferred shares certain type granted the right to vote at a general meeting when introducing into the charter of a joint-stock company provisions on declared preferred shares of this or another type, the placement of which may lead to an actual reduction in the amount of dividend determined by the charter and (or) the liquidation value paid on such shares.
The amendments clarified and expanded the rights and competence of the board of directors (supervisory board) of the company.A provision has been established that the annual report of a company, the charter of which places the issue of its approval within the competence of the board of directors, is subject to approval by the board of directors no later than 30 days before the date of the annual general meeting of shareholders. Previously, the deadline was not specified by law.
The Board of Directors is given the right to form committees for preliminary consideration of issues within its competence. The competence of the board of directors is clarified in terms of determining the amount of payment for auditor services and recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) of the company.
How will the activities of the JSC be controlled?
The obligation of a public joint-stock company to organize risk management and internal control is being introduced (this norm will come into effect from 09/01/2018). Determining the principles and approaches to organizing risk management, internal control and internal audit in the company is within the competence of the board of directors.For non-public JSCs, the law leaves freedom of choice in matters related to internal audit.
What other changes have been made?
The amendments define the consequences of the situation when the general meeting of shareholders delegates to the board of directors or supervisory board the resolution of issues that fall within the competence of the general meeting. With such a transfer, shareholders do not have the right to demand redemption of shares.Federal Law No. 208 on joint stock companies required serious changes in its structure. Some changes provide clarity legislative norms, others have introduced new provisions into the law. Improvements in the law have had a beneficial effect on the activities of joint-stock companies, courts and lawyers.
The Law on Joint Stock Companies was adopted by the State Duma on November 24, 1995. Federal Law 208 regulates the rights and obligations of shareholders, and also helps to protect their interests. The law regulates issues such as documents of joint stock companies, dividends, registers, etc.
Federal Law-208 answers questions about the procedure for creating, liquidating and restructuring a joint stock company. The law applies to all such organizations in Russia.
Federal Law-208 contains 14 chapters and 94 articles:
- general provisions;
- creation, transformation and liquidation of joint stock companies;
- capital of the joint-stock company according to the charter (shares, bonds, etc.);
- distribution of shares and other valuable papers(securities market law);
- profit (dividends) of the joint-stock company;
- JSC register;
- procedure for the shareholders' meeting;
- powers and procedure for the meeting of the board of directors;
- repurchase of shares, etc.
The latest amendments to Federal Law-208 are dated July 3, 2016. All changes to the law came into force on January 1, 2017.
Federal Law-208 on JSC
You can download Federal Law FZ-208 “On Joint-Stock Companies” using the following.
The text of the law on joint-stock companies will be useful for studying by lawyers, courts and, of course, joint-stock companies. The new procedure has been in force since the beginning of 2017 and is regulated by amended provisions.
Also find out what changes you have undergone during your service.
Last changes
By latest changes, introduced into Federal Law-208 in July 2015, closed and open joint-stock companies began to be called “public” and “non-public” joint-stock companies, in abbreviation - PJSC and JSC, respectively. An open joint stock company, namely public, is a joint stock company that meets certain parameters - for example, it provides shares in the public domain to an unlimited number of persons. PJSC, in connection with new changes in the law, is forced to make existing changes to the Unified State Register of Legal Entities (unified state register of legal entities) and change the charter. The remaining JSCs are exempt by law from the obligation to make changes; for them the legislation has not determined an exact deadline.
Federal Law 208 describes that all joint stock companies are required to conduct an audit every year and invite an appropriate specialist to do this. After each meeting of shareholders, voting results must be sent out within 4 days. For violation of this rule, the law provides for a fine - from 500,000 to 1 million rubles.
These are the main changes made to Federal Law-208 on JSC.
Creation
Articles 8 and 9 of Federal Law 208 regulate the procedure for creating a joint stock company. A joint stock company is formed in two ways:
- from scratch;
- by reorganizing a legal entity (division, merger, etc.).
According to Federal Law 208, an organization is considered created when it undergoes state registration.
In order for a JSC to begin functioning properly, it is necessary to obtain the consent of all founders and record this fact. You can express your consent or disagreement by direct voting at the general meeting of founders. A three-quarters vote is required to elect the auditor, auditor and governing bodies. A written agreement must be concluded, which specifies general information— authorized capital, type of shares, the ability of foreign investors to intervene in the affairs of the joint-stock company.
Federal Law 208 describes many rules and requirements that the procedure for forming a joint stock company must comply with. Creating a joint stock company is a painstaking and long process.
Liquidation
The law on JSC liquidation deals with articles 21 to 24. They relate to the second chapter of Federal Law-208. The law provides the following information:
- the joint-stock company is liquidated on a voluntary basis or by court decision, if there are grounds specified in the Civil Code of the Russian Federation;
- the existing board of directors creates a commission for the liquidation of the joint-stock company, which makes a decision on this issue;
- after the creation of the commission, all functions for managing the joint-stock company are transferred to it;
- the same commission would act in court during liquidation on a legal basis.
Article 22 of Federal Law 208 regulates that, after making a decision to liquidate a joint-stock company, it is required to pay off creditors, if they exist. If there is insufficient finance to repay debts to creditors, the process of selling the property follows. All the remaining cash, after paying off the debt, are distributed among the shareholders.
A joint stock company is considered to have ceased to exist when the corresponding entry is made in the Unified State Register of Legal Entities, in accordance with Article 24 of the Federal Law-208.
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 force 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.
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.
Authorized capital 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. The special act is the Federal Law “On Joint Stock Companies” of 1995, with recent amendments adopted in 2014. Regulatory acts determine legal status and the procedure for creating 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, no less 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 their 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. Law on Joint Stock Companies (its new edition) 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 the 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.