To construct a large business with a branched structure takes time. One way to solve the problem - the union of capital and the productive capacity of small companies or investors. Quite a common legal form - joint stock company. The stability of the legal entity is provided by contributions from the shareholders and the prohibition of reverse exchange of the securities to make the property.
The purpose of creation
The purpose of establishment of joint-stock company - income generation and further distribution of capital in proportion to deposits, who have members of the company. In discussing the organization and objectives of the company founders can specify additional objectives in the charter.
Federal Law on Joint Stock Companies provides participants with ample opportunities. Responsibility for the selected line of business, correct calculation of financial feasibility and potential profitability is to co-owners.
Their risks are limited only by the value of shares. The responsibility of the company is limited to its property.
Types of joint stock companies
The reform of corporate law have led to changes in legislation. WITH 2014 , the Russian joint-stock companies have lost the right to call the open (JSC) and closed (EVIL). They were replaced by other types of joint stock companies. They have retained all the advantages of previous legal forms. Public corporation:
- status changed to public (FELL DOWN);
- to the charter can not include the right of first refusal for the shares of existing shareholders;
- disclosure by joint stock companies may be limited (for PAO) by applying to the Central Bank of the Russian Federation;
- It eliminated the possibility to be converted into non-profit organizations;
- the creation of the Board of Directors was made compulsory;
- the co-owners may enter into a corporate agreement.
Closed Joint Stock Company:
- Status as amended on nepublichnыy (AO);
- public offering of shares and their free sale prohibited. Securities distributed to a limited group of founders;
- charter or corporate agreement may provide shareholders with preference for the acquisition of shares;
- disclosure of corporate contract content is not required;
- general meeting decision can notarize.
State Joint Stock Company is created on the basis of the Government Resolution. The rest of the activities of the above types of companies regulated by the Federal Law on Joint Stock Companies.
Preparation of documents begins with the decision to establish a joint-stock company. Participants enter into the memorandum of association of the company.
Regulations on the form of cooperation, conditions UK, types of shares, order of payment - the mandatory conditions of the agreement. The provisions of the contract play an important role in the development of the charter and the preparation of the general meeting.
Enterprise Charter regulates the activity of the company and is the main constituent document. Provisions of the Charter are divided into two types:
- basic - their presence is enshrined provisions of the law (name, address of the company, CC set size, the number and type of shares);
- special - displayed at the request of the founders (limitation on transactions with shares, granting of additional powers to the Governing Body, limitations on the duration of the company).
Initially, the law allows you to create only non-public joint-stock company. For public status will require appropriate changes to the charter. If a public joint stock company destined for another preparation, some details to be changed prior to the registration of the new version:
- to approve the minimum authorized capital in the amount of 100000 rub.;
- break up capital to the required number of shares;
- display in the statute creating the Board of Directors;
- provide for maintaining the register of independent registrar.
Charter approved by the constituent assembly, and is registered with the IRS. The provisions of articles of association must comply with the co-owners and employees of the enterprise.
To ensure the goals, formed authorized capital of the company. A method of filling it - issuance and sale of shares. The minimum allowable value of the share capital - 10000 rub. for non-public joint-stock company and 100000 rub. for the public.
Its shares are tied to the Criminal Code of the nominal value, and equal to him in the sum of. Distinguish the following types of securities:
- featured - among the founders sold and included in the authorized capital;
- declared - reserved in the statute for the replenishment capabilities of the Criminal Code;
- extra - part of authorized shares, allocated for placement and inclusion in the Criminal Code.
To start a commercial activity must be paid at least 50% UK. Term - three months. Fully shares redeemed during the year.
The enterprise should monitor the value of their assets, and they can not fall below the value of their capital amount. If the capital of the company will not meet those requirements by the end of the year, the company is subject to liquidation. rule applies, starting from the second year of operation of JSC.
The management structure of JSC
The efficiency of big business requires a well thought-out management structure. The most common three-tier system. Bodies of the company:
- general meeting;
- supervisory board. Alternatively, a board of directors of the company;
- CEO and / or board.
At the top of the hierarchy is the General Meeting of the Company. His role - to guide the work of the company, implement the strategic level of command and control. The list of questions under the control assembly is regulated by law and can not be extended. Vote at meetings only holders of ordinary shares with voting rights.
In the meeting of the company management rests with the Board of Directors. It is authorized to make key decisions, perform communication and control functions. This structure contributes to the growth of capitalization of the company and increase the value of its shares.
Daily management conducted by the Board and / or Director of the Company. In accordance with the statute of the possibility of their simultaneous operation. In this case, the director manages the work of the Board.
Non-public joint-stock companies are often used to reduce management structure, consisting of two levels - the meeting and Director.
The rights and obligations of shareholders
After the purchase of securities of the shareholders of the company are the owners of the aggregate property rights. They can sell, exchange or trust asset management independent company. Also, shareholders are entitled to receive dividends of the company. In the case of liquidation of the enterprise they get the proper share of the property. Rights of participants in the joint stock company:
- personally or through a representative to manage the company;
- receive information about the activities of;
- get acquainted with the content of the register of shareholders;
- vote at the owners meeting;
- assume leadership positions.
Obligations of shareholders:
- make payment for the acquired shares;
- to notify the acquisition of shares, affecting the operation of the company;
- keep a trade secret of the company.
Preference shares confer their holders rights, other than simple powers of owners of securities. The first guarantee a steady income, but, restrict the right to participate in company management. Second - provide the owner of the dividends by the results of the enterprise, and are entitled to participate in management.
The activity of
The activities of the company is limited only by the norms of law. Full economic and financial independence allows the company:
- set prices for their products, services;
- distribute the profits of the company;
- regulate the compensation of employees;
- create funds of the company;
- establish other enterprises;
- open representative offices or branches of the company;
Finance companies are the following purposes:
- building financial relations with contractors, banks and other institutions;
- acquire ownership of the company real estate, products, accessories, of raw materials, equipment;
- Criminal replenishment;
- creation of a reserve fund;
- providing guarantees for loans;
- taxes and payment of dividends.
The annual accounts of the company shall be published in the media. The volume of reporting documents depends on the form of joint-stock company.
reorganization of AO
reorganization mechanism has two objectives - enforcing certain laws (forced reorganization) and providing business tools to solve organizational and financial issues (voluntary). If the company is reorganized by the decision of the co-owners, the procedure can be performed without changing the form of organization:
- division into several companies, allocating one or more;
- merger of similar entities, or join them to one.
To change the organizational form will require a different way of reorganization - conversion. Grounds for compulsory reorganization:
- violation of antimonopoly legislation;
- falling under the Bankruptcy Act;
- compliance with the requirements of the law on "Securities Market" on the reorganization of financial institutions.
The liquidation of the JSC
Stock Company liquidated in the event of:
- completion of activities according to the charter;
- a joint decision of the founders;
- due to bankruptcy;
- as a result of violations of the law.
In the first two cases, the elimination of the board of directors initiates. Personal composition of the liquidation commission approves the general meeting.
The Joint Stock Companies Law gives the commission authority to work with the creditors' claims, the formation of the balance of liquidation and including information about the completion of activities in the register. the Company remaining property extends to shareholders in proportion to their shares.