Pao and ao clarifications. Legislation on joint-stock companies. Step-by-step registration instructions

In the process of business formation important point is the definition of the legal form of the company. Since the choice organizational forms is wide enough, many people think about what advantages each direction opens up to the company. Consider the most large-scale forms of organizations - a limited liability company (LLC) and a public joint-stock company (PJSC). What is the difference between LLC and PJSC?

Features of PAO

PJSC is a joint-stock company of a public type. Its shareholders have the right to dispose of their own shares at their own discretion without restrictions (buy, sell, transfer). One shareholder can own any number of shares. Membership of the company is not limited. It is formed depending on the volume of issued securities.

The advantages of PJSC are the features of the formation of the authorized capital during registration. A fixed amount is not deposited to the company's account - the funds are credited to the balance as a result of the turnover of issued shares. Information about the activities of PJSC is in the public domain, and any individual, if desired, can become a new shareholder of the company.

The advantages of PJSC are the features of the formation of the authorized capital during registration.

The nuances of creating an LLC

Legal entities or individuals can, and the number of participants is limited - no more than 50 people. The authorized capital of the company is formed by the constituent documents, and its fund consists of the shares of the owners. The minimum authorized capital is 10,000 rubles. The property of the LLC is distributed among the owners, and everyone can at any time their share or demand its payment from other participants.

They do not own securities - they inject funds into the company in a fixed amount. This allows faster than in joint-stock companies of a public type.

Advantages and disadvantages

In general, an LLC is preferable for running small and medium-sized businesses. PJSC has a more complex organizational form, but has a high status in the business world and attracts large quantity investors. The difference between LLC and PJSC lies in the formation of the authorized capital, in reporting, publicity and the rules for maintaining the register of participants.

The main differences between these organizational and legal forms are considered in the table:

Eventually

It is impossible to single out one of the organizational and legal forms as the best. An LLC is suitable for small and medium-sized businesses, requires less investment and is not public. PAO is suitable for the formation of large-scale organizations seeking to gain a solid reputation. PJSC is open to the company in order to attract shareholders. However, its capital is more difficult to form than in an LLC, since the issue of securities is an expensive procedure.

Each of the organizational forms has its pros and cons. Which of them is most suitable for business, the founder decides, based on his experience, the nuances of forming and managing a company.

The usual abbreviation OJSC began to fade into oblivion - according to federal law No. 99 of 05/05/14, this organization is being replaced by public joint-stock companies. It is worth figuring out if there are any differences in OJSC and PJSC, what are the characteristic features of this form of organization of activity, and who can now become a shareholder. And today we will talk about the number of participants in a public joint stock company, management bodies, as well as how to open a public joint stock company (his).

Public joint stock company as a type of legal entity

Concept and essence

In fact, PJSC is a complete analogue of an open joint stock company - now it is a more precise form of organization of activities, indicating the degree of publicity.

PJSC (Public Joint Stock Company) may differ:

1. Choice of activity.
2. The number of shareholders.
3. Management organization.

In all other cases, all PAOs have similar features. The features that characterize a public joint stock company are quite specific, they cannot be confused with other forms of organization of activity.

Read about the joint-stock company below.

The video below shows how joint-stock companies are being replaced by PJSCs and similar organizations:

Characteristics

The first thing that distinguishes PAO from, and several other forms of organization of activity, is the presence of shares. At the same time, it also has them, but here PAO has its own characteristics.

Two characteristic features of PAO:

1. Free sale of shares.
2. Unlimited number of shareholders.

A public joint stock company (PJSC) also has its pros and cons:

The disadvantages of this form are liability for personal property obligations for the debts of the joint-stock company and the need for one external audit of activities every year. It is important to know that personal liability directly depends on the volume of the block of shares.

This form of organization has much more advantages - in fact, any shareholder is a co-owner of the business. Anyone can become a member of a PJSC with a small investment, without having any entrepreneurial skills.

For the main initiators of the creation of a public joint stock company, such an approach to organizing activities makes it possible to attract additional material resources to the business, maximizing the chances for the successful development of the enterprise.

A public joint stock company is somewhat different from other forms of business in its management bodies. Such companies have additional opportunities.

Governing bodies

The supreme governing body is the general meeting of shareholders. In PAOs, their meetings are now forced to be attended by registrars or notaries. Depending on the type of activity, the size of the company and the presence of subsidiaries, a different structure of management bodies is possible.

The basic management structure looks like this:

• General Meeting of Shareholders
• Supervisory Board (Directors)
• CEO
• Executive Directorate
• Audit committee.

The structure may be more branched - several directors are legally allowed. It is also possible to participate in the governing bodies legal entities.

Now the number of members of the collegiate management body cannot be less than five participants. All members of the board cannot participate with their shares during the decision-making at the general meeting of participants of the PJSC. These aspects are usually reflected in constituent documents.

Read about the constituent documents for a public joint stock company, the number, composition and responsibility of participants below.

The specialist will tell about the registration of PJSC in the video below:

Founding documents and members

In the documents of PJSC and its corporate name, the need to indicate the publicity of the organization is legally fixed. The main constituent PAO document is the charter of the organization, which defines the full and abbreviated names of the company, the rights of shareholders, the size of the authorized capital, the management structure and much more.

Previously, the participants of the OJSC had access to the possibility of preferential acquisition of shares by persons who were already their holders. Public joint-stock companies are now guided only by federal laws, now they cannot provide for such features of the purchase in their charters. This allows anyone who wants to buy shares without regard to current shareholders.

PJSC shareholders have the same rights as participants in open joint stock companies. This does not depend on the size of the shareholding. They can:

• Receive dividends
• Study a number of documents
• Be part of the governing body
• Manage your own shares
• Participate in the general meeting of shareholders
• In case of PJSC liquidation, claim a part of the property.

At the same time, the participants also have responsibility - the debts of the PJSC apply to its participants according to the volume of their block of shares. Members of the organization are responsible with their personal funds if the property of the PJSC is not enough to pay off debt obligations. At the same time, personal obligations of shareholders do not play a role for a joint-stock company, PJSC is not responsible for the debts of its participants.

Pro minimum size the authorized capital of a public joint stock company, see below.

Capital formation

The capital of PJSC is provided by its shareholders in different proportional shares. For a public joint stock company, minimum values authorized capital in the amount of 100,000 rubles. Property contributions are also acceptable - their value is determined by an independent appraiser.

According to the changes from 2014, now 3/4 of the authorized capital must be paid before the registration of PJSC. The rest is due throughout the year.

The public joint stock company replaced the JSC. New nuances have appeared in this organizational form of activity, but the principle remains the same - shareholders form capital, have the right to vote and the opportunity to receive dividends. They also remained responsible for paying off the debt obligations of the joint-stock company. The governance structure has become branching, and the openness of data has become even more public.

Before payment full size authorized capital for PJSC it is impossible to organize open sale their shares.

This video will tell you what joint-stock companies can hide:

On September 1, 2014, a new state reform was implemented. The legislator divides all societies into public and non-public. The main factor influencing differentiation was the fact of involvement unlimited number investors in the circulation of shares. If the shares are placed by open subscription, they are traded on the stock exchange, then the organization is considered public, if not - non-public. Such changes in legislation were necessary for the legal regulation of their activities. We will consider the essence of the concept, the features of the opening, the specifics of the work of public companies and answer the question that is relevant for entrepreneurs: “PJSC - what is it?”.

What is PAO?

On September 1, 2014, amendments to the Civil Code concerning the activities of legal entities entered into force. This date marks the liquidation of CJSC, LLC and the start of work of new organizational forms of doing business - PJSC (decoding: public joint-stock companies), JSC, LLC (non-public joint-stock companies).

Before the changes in the legislation, large corporations and small organizations worked under a single scheme legal regulation. If a small organization even had two shareholders, the management was obliged to delegate authority by creating a board of directors or organizing a meeting of shareholders at a certain time, to choose an auditor who, in fact, controls its actions and protects its interests. The amendments introduced improved the law and leveled the need for organizations to comply with its requirements only formally due to the global discrepancy between legal and economic models.

Basic differences between PJSC and JSC

More stringent requirements for PJSC are due to the need for strict protection of the rights a large number investors. On the other hand, JSCs have a greater choice of control mechanisms.

PAO: discovery. Algorithm

1. business plan.

2. Organization of a public joint stock company.

After the decision to establish a public joint-stock company is made at the constituent meeting or individually, the shareholders conclude a written agreement.

3. Conclusion of the founders' agreement.

It will regulate the activities of the company, the size of the authorized capital, types of securities, the procedure for their payment, the rights and obligations of the parties.

4. State registration of PJSC.

What is this process and what are its goals? The company is registered by the Inspectorate of the Federal Tax Service of the Russian Federation, guided by Federal Law No. 31-FZ of March 21, 2002. A state fee is required for the service, the details must be specified at the selected inspection department. Registration is required to conduct legal business and state control. The founder needs to prepare the following documents:

• statement;
• 2 originals of the charter of the company;
• founding agreement, protocol;
• receipt of payment of the fee;
• documents to the legal address (a notarized copy of the certificate of ownership, a letter of guarantee from the owner of the premises where the company will be registered).

How to register shares of a public company

A separate nuance is the registration of the issue of shares of PJSC Russia. The founder needs to prepare additional papers for their legalization. They must be submitted within a month from the date of state registration of the company. Otherwise, you will have to pay a fine in the amount of 700 thousand rubles. Also, this procedure is carried out in case of an increase in the authorized capital, an additional issue of shares, involvement of third parties, reorganization of the company.

OJSC, PAO do not mean different organizations, the goals of their activities have not changed, only its format has changed. CJSC, OJSC were reformed into public, non-public companies, limited liability companies (LLC) in order to improve their work model.

Opening of a PAO branch. What does it provide

Article 51 of the chapter of Federal Law No. 208-FZ, as amended on June 29, 2015, “On Joint-Stock Companies” gives it the right to create its representative offices and branches, guided by the Civil Code of the Russian Federation and federal laws. The PJSC branch is its full-fledged independent branch and operates on the basis of a legal power of attorney.

Features of the activities of public joint-stock companies

1. The number of shareholders is not limited.
2. Shares circulate on the market publicly and without restrictions.
3. The authorized capital is formed by issuing securities (shares), the minimum amount is 100,000 rubles.
4. There is no need to deposit money into authorized capital before company registration.
5. Responsible for obligations with its property (but not in the case of obligations of PJSC shareholders). Opening a company automatically gives shareholders rights and obligations.
6. Important information about the activities of the company is in the public domain (report data, financial statements, charter, decision on

Work organization

The controls are in the hands general meeting shareholders, but it cannot consider issues and approve decisions that are outside its competence (the list of issues on which decisions can be made is fixed in the Federal Law "On Joint Stock Companies"). The current activity is controlled by the executive body - CEO, board, directorate. He reports to the board of directors regarding the activities of the company. The latter must select the auditor of the company to conduct and control the financial and economic segment. General Meeting of Shareholders in without fail call once a year. OJSC, PJSC, although they underwent reorganization, innovations in the legal segment, they largely retained the algorithm of registration and work.

Amendments to the Civil Code on September 1, 2014 made it possible to create a legal model that meets the real needs of entrepreneurs. One of the most convenient and effective forms of organization of the company's work is PJSC. The transcript reflects the essence of its public Objective answer to the question "PJSC - what is it?" will provide an opportunity not only to organize successful enterprise, but also correctly determine your business segment.

More and more new organizations appear in the modern economic market. They have different forms of ownership, are engaged in specific activities and are subject to certain taxation regimes.

Organization types

There are many legal entities and individuals who are engaged in maintaining economic activity on Russian territory. These are IP, LLC, OJSC, CJSC and many others. All these enterprises differ from each other, but there are similarities. According to certain criteria, the type of organization is selected, which continues to operate at the entire stage of the company's activities. But in this article we will focus on JSC. This is a certain type of organization with its own regulations, rules and reporting.

Forms of ownership of enterprises

As mentioned earlier, organizations are different types: OJSC, CJSC, LLC, individual entrepreneurs, partnerships, private entrepreneurs and many others. All this is called forms of ownership. But due to the fact that in this article it is JSC that is considered, let's talk about it.

OJSC is the most strictly regulated form of ownership. There are many requirements for such organizations, but they also have their own advantages. They lie in the fact that the company can produce its own shares and sell them. And here it doesn't matter to whom. It can be either one of the founders of the company, or any other investor who wants to become a shareholder. The purchase of shares occurs at the highest price (whoever pays the most becomes their owner). Thus, it is possible to increase the investments of participants in the activities of the company.

However, there are also disadvantages. Unlike all of the above forms, the members of the company are fully responsible to the organization. This means that if the company makes a profit, then it can be distributed among the shareholders, but if there is a loss, then all participants incur losses, that is, they must pay all debts.

I would also like to note that the number of shareholders in an OJSC is not limited.

What is JSC

So, let's figure out what an open joint stock company is. OJSC is an organization created by several participants (shareholders) who have invested their money in the form of shares in the authorized capital of the company.

As with any new organization, an initial investment in the enterprise is required to get started. To do this, several people (it doesn’t matter if it is a legal entity or an individual) unite into one group and begin registering an enterprise. Due to the fact that the authorized capital consists of shares of each participant, the joint-stock company will be the form of ownership.

Next, you need to find out what the enterprise will be: open or closed. The difference lies in the fact that in a CJSC, the shareholders are exclusively the founders of the company, while in an OJSC, any natural or legal persons can be shareholders, regardless of whether they are founders or not.

What are JSC shares

As mentioned earlier, the authorized capital of an OJSC consists of shares of the founders of the company. However, not all people understand the meaning of the word "share". So, a share is an emissive security that is provided to a person or company in return for the amount of money contributed to the initial capital of a new organization.

Shares are of two types: ordinary and preferred. The difference between the two is that the holder of a preferred share has a guarantee stable income from the activities of the company and the initial receipt of dividends upon their distribution. However, regardless of the type of share, a member of an OJSC has the right to vote at the general meeting. One share equals one vote.

The founders of the company, thus, create a block of shares, which shows the importance of the one to whom it belongs.

Activities

Regardless of the form of ownership of the organization, the enterprise can engage in any type of activity. That is, there is no difference in how the company is registered; this does not affect further development. Only the tax regime depends on the type of work chosen. And an open joint-stock company is an organization that can be in any mode; the legislation of the Russian Federation does not impose restrictions on this.

Accounting in JSC

JSC is a commercial organization. It follows from this that all accounting in such firms is carried out according to general plan accounts and rules. The only thing you should pay attention to is the Law “On Joint Stock Companies”. It describes in detail the operation and accounting in JSC.

So, in order for the company to start working, it is necessary to draw up accounting policy companies and working chart of accounts. Next, enter the initial capital of the company in balance sheet. Then the work itself begins. All expenses and incomes are accounted for in certain accounts, as described in PBU. At the end of the year, all income is transferred to account 99, and then to 84. That is, there are no differences in accounting.

The entry is double: one amount is indicated in the debit of one account and the credit of another. Turnover balance sheets are compiled, etc. At the end of the year, a financial statements, consisting of 5 shapes.

General Meeting of Shareholders

At the beginning of the new calendar year, a meeting of all the founders of the company is held. This is called the annual shareholders' meeting. After graduation fiscal year all members of the society gather in the company to clarify problems in the organization. At the same table, all people look through the company's statements, sign it, identify inaccuracies, pluses and minuses of the past year. Also at this meeting, a decision is made on the distribution of profits. However, in order for the meetings to take place, before the end of the calendar year, a list of issues that must be considered by the shareholders is compiled, and all participants are notified about them. After that, the consent or refusal of the founders must be received. If someone refused, then the meeting can be rescheduled for another date. Only in this way it is necessary to gather all the shareholders.

However, participants may meet more often. This is called an unscheduled meeting. At such events, questions are dealt with that cannot be left for later. An unscheduled meeting must be collected either by the director of the company, or by certain of its founders who are engaged in the conduct of business.

Enterprise reporting

And finally, it is necessary to say about the reporting of OJSC. It is strictly regulated by law. Large fines are imposed for violations, the main thing here is not to make a mistake. But first things first.

The reporting of the enterprise begins with the closing of the company's accounts. This is done according to the rules of accounting. Further, the reporting itself is formed, which is mandatory for all organizations. However, the JSC makes full reports, without cuts and omissions. Distinctive feature JSC's financial statements consist in the fact that it is submitted quarterly. But it is necessary to compile it every three months only for shareholders so that they can track the receipt of profits and expenses of the enterprise. For the tax service, reporting is submitted once a year. But that's not all.

JSCs are required to conduct a regular audit at the end of the year. To do this, an agreement is drawn up with a third-party organization to verify the correctness of accounting and tracking errors, if any. Only after that the report is considered complete.

But even in this form it cannot be handed over. It is necessary to convene the annual meeting of shareholders and submit reports to JSC. Members of the society must sign it. Only after that, reports can be submitted to the tax authority at the place of registration.

And a few words about the publication of reports. JSCs are obliged to publish it on their website. Otherwise, the organization will be fined. Five forms of reporting must be posted on the Internet along with an audit report.

Public joint stock company: an overview of the term

Briefly: A public joint-stock company is one of the key concepts of the new classification of business entities. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and stricter regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.

The concept of "public joint stock company (PJSC)" is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes the form of organization of a public company whose shareholders have the right to dispose of their shares. Its main differences are

The term "public" means that this species A JSC must adhere to a policy of more complete disclosure of information than a non-public one. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).

The structure of PJSC can be represented as follows (see Fig. 1)

Fig.1. Structure on the example of PJSC "United Aircraft Corporation"

To understand the features of the creation and activities of PJSC, let's compare it with other types of joint-stock companies and consider examples of existing organizations with this form of ownership.

Public or open?

Because in regulations there are several concepts that are close to each other in meaning, even among specialists in corporate law, disputes about their legal interpretation do not subside. Many questions relate to the differences between the "new" PJSC and the "old" OJSC. At first glance, “only the name has changed”, but this is not so (see Table 1)

• Disclosure of information about activities was mandatory
• It was necessary to include information about the sole shareholder in the charter and publish them
• May apply to the Central Bank for exemption from disclosure
• It is enough to enter information into the Unified State Register of Legal Entities

Preference for the acquisition of shares and securities

It was possible to reflect in the charter the advantage of buying free shares by current shareholders and holders of securities

Maintaining the registry, the presence of a counting commission

It was allowed to maintain the register of shareholders on their own

The registry is maintained by third-party organizations licensed for this type of activity, the registrar is independent

The board of directors was necessary if the number of shareholders exceeded 50 people

It is obligatory to form a collegiate body of at least 5 members

Thus, although the changes related to public joint-stock companies seem not fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.

Public or non-public?

From the point of view of a non-specialist, a public joint-stock company, in its own words, is a former OJSC, and a non-public one is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business companies to organizations of different legal status:

1. characteristic PAO property is an open list of prospective buyers of shares, while a non-public joint stock company (NJSC) does not have the right to sell its shares through public auction
2. The law prescribes PJSC to have a clear gradation of issues related to the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and make other reforms in the activities of governing bodies
3. Decisions made by the general meeting and the status of participants in PJSC need to be confirmed by a representative of the registrar. NAO can contact a notary on this issue
4. A non-public joint-stock company has the right to include in the charter or corporate agreement a clause stating that, in relation to other interested persons, the advantage in buying shares remains with the existing shareholders. While this is unacceptable for PAO
5. All corporate agreements, which are concluded in a PAO, must undergo a disclosure procedure. For NAO, a notification that the contract has been concluded is sufficient, and its contents can be declared confidential
6. All procedures for the redemption and circulation of securities, which are provided for in Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.

How to re-register an OJSC into a PJSC?

The renaming procedure is carried out by replacing the words in the name of the organization. Further, the charter should be reviewed, especially with regard to the board of directors and rights to advantages when buying shares, and bring them into line with the provisions of the legislation on public joint-stock companies.

The Civil Code states that the rules on public companies are applicable only to joint-stock companies, in the charter and company name of which there is a direct indication that they are public. These rules do not apply to other legal entities.

The most famous PAOs of Russia

The largest representatives of this form of ownership regularly top the ratings of the richest organizations in the country and the world. Here are a few legal entities included in the TOP-10 RBC rating for 2015:

Gazprom is the leader in terms of revenue and capitalization rates in Russia (see Fig. 2)

Fig.2. Financial performance of Gazprom

Fig.3. Financial indicators of Rosneft

Fig. 4 Financial indicators of Sberbank of Russia

moneymakerfactory.com

What is the difference between PJSC and JSC

Among the variety of existing organizational and legal forms of legal entities, the name "Open Joint Stock Company" differed from others in that it was the most understandable. "Joint-Stock Company" - means that the participants in this association are the holders of shares in this enterprise, which they bought or otherwise acquired in their ownership. "Open" as opposed to "closed" - means that these shares can be traded in the public domain, i.e. be sold on the exchanges or assigned to any person who wishes to buy them.

On September 1, 2014, the law came into force Russian Federation No. 99-FZ of May 5, 2014, which amended the Civil Code, in particular, the names and content of certain legal forms property.
The name PJSC - Public Joint Stock Company - was assigned by the above-mentioned law to the same OJSC. It's just that the legislator excluded the concept of "open" (JSC) and "closed" (CJSC) joint-stock company. This means that PJSC differs from OJSC in that it is, in fact, the new name of the same association of shareholders. OJSCs will continue to exist for some short time before changes are made to their charter. Further they should be defined and become "public". The law introduces the concept of "public" and "non-public". "Public" implies the same free circulation of shares and bonds of a given company. The new organizational and legal form, however, slightly, but differs from the JSC. The legislator puts forward certain additional requirements for PJSC. So what is the difference between PJSC and OJSC?

Amendments were adopted in the new law, which increased the requirements for the regulation of certain aspects of the activities of PJSCs, in contrast to OJSCs.
In addition to the fact that the signs of PJSC are considered to be an open placement of shares and bonds, their admission to exchange trading, the company must also justify the name "public". What does it mean? PJSCs will pursue a more open information policy: hold joint stock meetings more often, allow inspections, i.e. make public decisions. Prior to the adoption of the new law, a legal entity with the legal form of OJSC was obliged to hire a lawyer or legal organization to accompany their activities. Now it will be necessary to use the services of special registrars to maintain the register of shares, decisions of shareholders' meetings will have to be certified by a notary or a registrar. The requirements for auditing are also increasing.

On the this moment in the economy there are many organizational forms for entrepreneurial activities. Very often there are two abbreviations JSC and PAO. Many people think they are one and the same. However, there are some differences that help to understand how a PJSC differs from an OJSC. Let's try to understand these definitions.

An open joint stock company is an organizational form that forms capital by issuing shares. It is a security that allows you to determine the contribution of each participant to the creation of the company, as well as the share of profits. They call it devidend. Shares are issued for free sale on the securities market. They, in turn, also determine income and losses. What else are shares for?

Shareholders can freely dispose of these shares, for example, donate, sell, etc. It is possible to sell shares to third parties. All information about the activities of such enterprises should be known to the general public. OJSC is different in that before the registration of the company, you can not contribute the entire full authorized capital.

The founding capital cannot be less than a thousand minimum wages, the number of shareholders is not limited to a certain number.

JSC can carry out activities not prohibited by law in various areas. A meeting of shareholders is usually held once a year. To manage the activities of the company hires a director or several directors. They create a so-called collegial body.

The concept of ZAO

A closed joint stock company is one of the most common forms of doing business. Usually this form is chosen when the participants are connected by family ties.

The founding capital of such organizations should not be less than one hundred minimum wages, and the number of participants - more than 50. The state does not need to exercise extra control over the activities of such a company. ZAO has its own characteristics:

• shares belong to the founders;
• no one has the right to transfer shares to third parties;
• CJSC may not publish annual reports;
• All activities are carried out in a mode closed from the public.

What is the difference between PJSC and OJSC?

Having considered the two most popular forms of entrepreneurial activity, we can go directly to the concept of PJSC.

Since September 1, 2014, a law has been in force in Russia that has made certain changes to the Civil Code. He touched upon the content and the name of organizational forms and forms of ownership. Now the name PJSC (Public Joint Stock Company) has been assigned to OJSC. OJSCs will still exist for some time, then they are required to re-register as PJSCs. CJSC therefore means Non-Public Joint Stock Company.

Despite the name change, public JSCs have also undergone some changes. Do not think that OJSC and PAO are one and the same. So, what is the difference between PJSC and OJSC?

- one of the signs of PJSC is the free placement of bonds and shares, as well as their admission to trading on stock exchanges;

— PJSCs are pursuing a more transparent policy of carrying out their activities — there is an obligation to publish lists of shareholders and reporting, to arrange meetings of participants more often and to arrange inspections. Activities are becoming more open. This is the main point that shows how PJSC differs from OJSC;

- now to accompany entrepreneurial activity, you do not need to hire a lawyer or contact special law firms, the company will apply to the services of registrars. They will maintain a register of shares, as well as certify meetings of shareholders;

- Increased requirements for auditing.

These are the main points that determine how a PJSC differs from an OJSC. This decision and the entry into force of the law contribute to increasing the transparency of companies' activities, as well as hindering the implementation of corporate raids.

finansovyjgid.ru

What is PAO instead of OJSC? What is the difference and why is it renamed?

In 2014, major improvements were introduced regarding the activities of enterprises. Very often in the media the question began to sound: “What is a PJSC instead of an OJSC?” In this article we will try to answer it, as well as consider the related innovations.

Changes since September 2014

Since September 2014, amendments to the Civil Code of the Russian Federation have been adopted. They made an innovation in the names, as well as some adjustments to the functioning various forms property. Most often in entrepreneurship, the question began to sound: “What is a PJSC instead of an OJSC?”

With the introduction of these changes, the abolition of OJSC and CJSC is connected, namely, the change in their names, that is, the concept of closed and open joint-stock companies has been canceled.

Instead, societies will now be public and non-public. In fact, these will be the same associations of shareholders, but some points in their work will still change.
So, according to the Civil Code of the Russian Federation, on the territory of the Russian Federation there will be the following organizations:
Public.
Non-public.

Non-public companies, in turn, will be divided into:
Joint stock companies (abbreviated name AT).
Limited liability companies (abbreviated name LLC).

That is, the essence of the enterprises will remain the same, but the name will need to be changed.

The essence of the changes

We will try to answer the question: “What is PJSC instead of OJSC?”

After the renaming, the activities of joint-stock companies should become more open. In fact, it turns out that public societies will have to live up to their name.
Formerly for normal functioning It was enough for an OJSC or CJSC of a company to place its shares and bonds at exchange auctions and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be maintained by a special registrar.
Moreover, all meetings held by the enterprise should become more public. It also established mandatory notarization of all decisions made on them. It is also possible to certify documents by the registrar.

Significant changes are also noticeable in the need for annual audits. Previously, it was established only for JSCs, but now all joint-stock companies are subject to mandatory annual audits without exception.

What is an JSC?

OJSC, or, as they used to say, an open joint-stock company, is an enterprise whose fixed capital was formed by issuing relevant shares and bonds. Prior to January 1, 1995, such enterprises were called "open joint stock companies".
At the legislative level, the publicity of such a society was already determined at that time, that is, all information about it should have been available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. As an example, Sberbank OJSC (now Sberbank PJSC) can be cited.

To manage this company, a director or even several directors were hired, who, in turn, formed the board of directors.

OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory of the Russian Federation.

Why PAO instead of OJSC?

PJSC (short for public joint stock company) is a company whose shares must be publicly placed on the securities market.
In turn, this change (renaming OJSC into PJSC) imposed a number of obligations on the companies. A public joint-stock company in the Unified State Register of Legal Entities must contain information that it is a public company.

From now on, open joint-stock companies have the right to exist, but they must amend their charter, provide the minutes of the meeting of shareholders, as well as applications in the approved form to the registering authority.

After making such changes, the activities of the former OJSCs will be slightly adjusted, as they will become public.

Corresponding changes have already been made to their charter documents by such enterprises as Sberbank PJSC, Gazprom PJSC, VTB PJSC.
The clients of these organizations have no significant reasons for concern, because in fact, these are the same enterprises, with the same activities, only they have changed their name, in accordance with the norms of the current Civil Code of the Russian Federation.

Differences between PJSC and JSC

The main differences between PJSC and OJSC are defined as follows:
1. Both ordinary citizens and enterprises of any form of ownership can be shareholders.
2. The number of shareholders is not limited.
3. Shares may be transferred to third parties without the consent of other shareholders. The right of pre-emption is not allowed.
4. Reporting must be published.
5. Decisions made in PJSC must be certified by notaries or registrars without fail.
6. Annual audit. This rule is established for all joint-stock companies without exception.
The main difference between OJSC and PJSC lies in their name. Existing OJSCs need to go through the re-registration procedure, although there is no clear time frame for this.

If, for one reason or another, enterprises do not make appropriate changes to their charter, from September 1, 2014, the provisions of the current Civil Code of the Russian Federation governing the activities of PJSCs (decoding - public joint-stock company) apply to them.

How to make changes?

In order to get through state registration, in accordance with the changes that have come into effect, it is necessary to provide the tax authority with:

1. Application in the form P 13001.
2. Minutes of the general meeting of shareholders.
3. Charter in new edition in the amount of two pieces.

In this case, there is no need to pay a state fee. After the documents are submitted to the registration authority, after 5 working days it makes a decision on registration or sends a reasoned refusal. Such documents can be submitted by both the head of the enterprise and a person by proxy.

After the relevant changes are registered, the renamed JSC into PJSC will need to perform the following operations:

1. Change the corresponding name in all seals and stamps of the enterprise.
2. Report the change to all banking institutions and reissue accounts.
3. Notify all your counterparties of the changes that have taken place.
4. Change your name in all public sources.

Additional innovations

1. An enterprise may have two or more directors. They can work both jointly and separately, but at the same time, the powers of each of them must be spelled out in the charter of the company. But Chief Accountant while still leaving one.
2. The innovation concerned the contribution to the authorized capital. Now an independent appraiser is required. For corporations, this is mandatory.

Answering the question: “What is PJSC instead of OJSC?”, we can say that this is practically the same enterprise, only renamed. OJSC is an open joint stock company, PJSC is a public joint stock company. The main activities carried out by the JSC remained the same, however, significant changes were made in some areas that are mandatory for execution.

Hello! A legal entity can exist only on the basis of a certain form of ownership. Until September 2014, the legislation of the Russian Federation recognized three types of organizations: LLC, OJSC and CJSC. However, the changes in the Civil Code of the Russian Federation, which occurred on the basis of the Federal Law No. 99 of 05.05.2014, introduced some adjustments. So, if the form of ownership of a legal entity was previously called OJSC, now it is called PJSC, and JSC has replaced CJSC. We have already written about.

Since the entry into force of the above law, all legal entities that existed as JSCs can re-register and become PJSCs. The legislator has not established a time frame for such a procedure, so all that is needed is to make the appropriate changes to the charter and contact the tax office.

What is PAO

is a public joint stock company. This form of ownership for a legal entity means that the securities issued by the organization may be in free access for everyone, as well as to participate in the turnover on the securities market. Moreover, there are no restrictions on the question of how many shares one shareholder can have.

One more hallmark The existence of PJSC is that the issue of so-called prolonged shares, the nominal price of which was an order of magnitude lower than the rest, was canceled. In addition, PJSC activities should become public. This means that meetings of shareholders of companies should become more frequent, and any of their decisions are now notarized, audits are carried out more often, with the participation of independent specialists. The results of such checks must be made public and available.

Thus, the activity of PJSC has become strictly regulated. The legislator has not established any specific deadlines during which an OJSC should change into a PJSC, however, legal entities operating on this form of ownership are required to make certain changes to the documentation.

What is LLC

- a limited liability company. In other words, it is a form of ownership commercial organization established by one or two legal or individuals for the purpose of making a profit. In practice, LLC is more common than PAO. This circumstance is connected with the fact that the form of ownership in the form of LLC is easy to create. All that is needed is the decision of the organization, the existence of a charter, the creation of an authorized capital.

It would be useful to note that it is created at the expense of the contributions of the participants in the company themselves and is divided into shares. There is a minimum amount of such capital, which is established by law and is equal to the amount of one hundred times the minimum wage.

All activities of the LLC are strictly regulated by the Federal Law No. 14-FZ of 02/08/1998. and the Civil Code of the Russian Federation.

Features of PJSC and LLC

The key features of an LLC are as follows:

1. The founders of this form of ownership form the authorized capital of their enterprise independently;
2. The amount of authorized capital at which a limited liability company can start its activities should not be below the threshold of ten thousand rubles;
3. The number of founders is strictly defined by law. So, their number should be at least one, but not more than fifty. In cases where the number of founders exceeds 50, then such an organization will be asked to change the form of ownership;
4. The body authorized to manage an LLC is the board of founders, director, board of directors, supervisory board, etc.;
5. The charter of the company is the main founding document;
6. An LLC, like any other organization, has a number of obligations and is liable with its property. The risk of participants in the organization is equal to the amount of their investment in this company during its formation;
7. A limited liability company is created for the purpose of making a profit, which is distributed among the participants according to their shares. And the results of the activity itself are not subject to publication;

PAO features include:

1. As for the authorized capital for a public joint-stock company, there is a rule here: it is not formed immediately when the organization is created, but accumulates gradually as it issues blocks of shares. Due to this, the amount of the company's capital can reach an impressive size and amount to hundreds of thousands of rubles;
2. The company's shares are freely placed on the stock markets, and can be sold and bought in any quantity, while the number of shareholders of the company can be unlimited. The number of shareholders will depend only on the volume of issued securities;
3. The formation of the authorized capital of a PJSC is not required when organizing such a form of ownership. Cash can be credited to the company's account in the process of stock turnover;
4. A public joint stock company is obliged to submit an annual report on the results of its activities.

Comparative table of PJSC and LLC

Pros and cons of PJSC and LLC

As noted earlier, each of these forms of ownership of legal entities has its pros and cons. It is impossible to say with exact certainty which one is better. Because in the case of an LLC it is easier to form an authorized capital, the activity does not require publicity, but this form of ownership does not allow entering the world market in the near future. It will take years to achieve this goal.

When organizing a Public Joint Stock Company, speech goes already about companies that want to acquire not only a solid income, but also an appropriate reputation. It is much easier to attract investors with PAO.

However, this form of ownership is not suitable for everyone. Issuing securities and registering them with the relevant authority is an expensive procedure. Capital investment in PJSC is long-term in nature and implies a profit in a rather large amount, but after a few years.