Joint-stock company- This is a business association (commercial structure), which is registered and operates according to certain rules, and its authorized capital is distributed over a certain number of shares. The main task is the formation of capital for conducting certain business activities.
Joint-stock company(JSC), or rather, its activities are regulated by the Civil Code of the Russian Federation, the Arbitration Code of Russia, the Law of the Russian Federation "On Joint Stock Companies" and other acts and laws.
The history of the emergence of a joint-stock company as a structure
It is believed that the origin of joint-stock companies, as a form, began in the 15th century, from the moment the Genoa Bank of St. George was formed. It was with him that the era of such formations began. The task of the newly created institution was to service state loans. At the same time, its founders were maons - formations of creditors who lent money to the state, and the latter paid them off with the right to receive part of the profit from the treasury.
Many principles of operation of the Bank of Genoa coincided with the current features of the JSC:
- capital financial institution
divided into several main parts, which were distinguished by free circulation and alienability;
- bank management- a meeting of participants who met annually to adopt important decisions. Each proposal was then put to a vote. main feature that the officials of the financial institution were not entitled to participate in the meeting. The role of the executive body was performed by the Council of Protectors, which consisted of 32 members;
- bank members received interest payments on their shares. At the same time, the amount of dividends directly depended on the level of profitability of the bank.
Since the beginning of the 16th century, new markets have been actively opening up in Europe, the growth of trade volumes is accelerating, and industry is developing. The old forms of communities (guilds, maritime partnerships) could no longer protect the rights of the participants in the transaction and new economic needs. Thus, colonial companies appeared in Holland, England and France. In fact, the colonial states began to attract funds from outside for the further development of the land.
1602- Formation of the East India Company. Its essence is the unification of already existing organizations in Holland. Each company had its own shares, so the number of representatives in the governing bodies also varied. Over time, the shares of each of the participants were called "shares" - documents confirming the right to own part of the share. But massive stock speculation has forced the government to enact some tough restrictions on the misuse of company capital.
Almost simultaneously with the structure described above, English version East India Company. Its feature is the annual meeting of participants to resolve key issues by voting. Only those participants who owned capital more than the percentage specified by the charter had a vote. The leadership was entrusted to the council, which consisted of 15 members elected by the meeting.
In the 18th century after several unsuccessful attempts to create his own bank, John Law succeeded. Subsequently, it was he who became one of the active participants in the creation of the West India Company. A few years later, other French organizations joined it. In fact, a powerful monopoly was formed on the market, which ensured a stable inflow of revenues to the treasury and economic growth. But this couldn't go on forever. Low dividends became the impetus for the mass sale of shares of the newly formed structure. The price of securities fell, and then completely collapsed. This caused serious damage to the country's economy.
In 1843 The first JSC law appeared in Germany. From the beginning of the 1860s, the number of such societies amounted to several dozen. Subsequently (in 1870, 1884) new laws were developed regarding the joint-stock company.
In 1856-1857 first appeared in England legislative acts, which obliged the newly registered communities to go through the registration procedure, have their own charter, indicate the goals of their activities, and so on. At the same time, established companies were allowed to issue only registered shares.
In 1862 all the acts and norms of England relating to joint-stock companies were collected in one law. In the future, it no longer changed, but was only supplemented with new items.
The rest of the countries (including the United States) used the experience already gained when creating joint-stock companies.
The essence of a joint stock company
Joint stock company is entity, the organization of several market participants. The feature of the structure is as follows:
- JSC participants have limited liability, which does not exceed the amount of their "infusions" into the company's authorized capital;
A joint stock company bears full responsibility to its shareholders in terms of fulfilling obligations (including the timely payment of dividends);
Whole amount authorized capital equally divided by the number of issued shares of JSC. At the same time, the participants of the joint-stock company, and not its founders, act as holders;
The formation of the authorized capital occurs at the expense of the participants' investments. At the same time, the contributions made go to the full disposal of the newly created structure;
JSC works without time limits, unless the opposite conditions are spelled out in the charter of the newly created structure;
The joint-stock company has the right to carry out any activities that are not prohibited at the legislative level. At the same time, in some areas, a joint-stock company can operate only on the basis of a license;
The newly created organization is required to publish an annual report, loss and income accounts, balance sheet and other data that are provided for by law (all these issues are discussed in Article 92 of the Federal Law “On Joint Stock Companies”);
JSC gets the right to organize representative offices, branches, subsidiaries and so on. At the same time, you can open your branches even outside the state.
Types of Joint Stock Companies
Today, there are two main types of such organizations:
1. Open joint-stock companies(JSC)- these are formations in which shareholders have the right to alienate (sell) shares without agreement with other shareholders. At the same time, the JSC itself can distribute the issued shares freely, without any restrictions. The total number of shareholders and founders of a JSC is not limited. If the founder of the company is the state ( municipal formation, subject Russian Federation), then such a company can only be open - OJSC. The only exceptions are small structures that are formed on the basis of privatized companies.
To distinctive features JSC can be classified as:
The number of participants is unlimited;
- the amount of the authorized capital - from 1000 minimum salaries and above;
- shares are distributed by open subscription;
- securities can be freely sold and bought (without prior approvals);
- Education undertakes to issue and publish every year a report, accounts of losses, profitability, balance sheet.
2. Closed Joint Stock Companies (CJSC)- these are formations where issued shares can be distributed only within the formation (among the founders or a strictly defined circle of people). At the same time, an open subscription for CJSC is prohibited. In closed joint stock companies, shareholders have the right to be the first to buy securities.
The distinctive features of the JSC include:
The number of participants should not exceed fifty people;
- the value of the authorized capital should not be more than 100 minimum salaries determined at the legislative level;
- issued shares are distributed only among the founders (placement options are also possible among other persons, but only after agreement);
- current shareholders have the right to be the first to buy CJSC shares;
- a closed society may not publish any reports at the end of each year.
Differences of a joint-stock company
Modern joint-stock companies differ significantly from the following formations:
1. From business partnerships. JSC is an association of the capitals of several participants, and HT is an association of the capitals of participants and a group of persons who implement joint projects within the framework of one association. In addition, in HT, participants assume full responsibility for education obligations. AO does not provide for such liability.
2. From limited liability companies (LLC). Common features LLC and JSC - the total capital of the participants, which is formed due to their investments in a common cause. But the joint-stock company has several characteristic features:
- minimum value the authorized capital for a JSC is established at the legislative level (as well as the number of participants). For an LLC, this value is the "ceiling";
- all JSC participants receive shares in their hands, which can be disposed of at their own discretion (sell or buy on the stock market). In a simple community, the authorized capital is divided into simple contributions;
- the procedure for inclusion and exclusion from an LLC (JSC) is different;
- each shareholder of a joint-stock company has equal rights and obligations regarding the work of the structure. In a simple society, each participant can have his own obligations.
- The management structure of a joint-stock company is much more complicated than that of an LLC.
3. From production cooperatives. Here it is worth highlighting the following features:
- participants of the cooperative are liable for the obligations of the cooperative (that is, joint responsibility). In AO, each participant is responsible within the limits of his contribution;
- members of the cooperative may be expelled for non-fulfillment of obligations or violation of norms. No one in JSC has the right to deprive a participant of shares under any circumstances;
- a cooperative involves the formation of a community of people and their investments, and a joint-stock company is simply an association of investments.
Creation of a joint stock company
To organize your joint-stock company, you need to go through several stages:
1. Economically justify the future structure. That is, first you need to form the idea of the future formation. All members of society must clearly understand the tasks assigned to them, development prospects, potential profitability, and so on. Special attention should focus on the following questions:
Is AO the best form for the chosen line of business. Here it should be taken into account that joint-stock companies are better suited for large businesses;
- is it possible to get necessary funds other ways (for example, to get a loan from a bank). Here it is necessary to take into account financial feasibility, potential benefits;
- determine the required amount of capital.
2. Organization of JSC. At this stage, the following work is carried out:
A founders' agreement is concluded, which specifies the main activities and characteristics of the business. At the same time, the responsibility of each of the participants directly depends on the amount of investments made. The founders cannot oblige the joint-stock company with any transactions with third parties, they are forbidden to act on behalf of the company;
A meeting of founders is held, where the charter of the joint-stock company is adopted by voting, the appraisal of property is approved, issues of issuing shares are discussed. The governing bodies are also formed by the AO and are elected at the meeting. The applicant passes if more than ¾ of all participants voted “for”;
The authorized capital is formed - the minimum amount of funds of the JSC, which, in which case, will guarantee the protection of the interests of creditors. For a joint-stock company, the size of the authorized capital must be at least 1000 minimum salaries established by laws at the time of registration of the joint-stock company. From the moment of registration, more than half of the shares must be purchased. The rest is during the year.
3. Registration of an institution at the level of state structures.
Any joint-stock company can be liquidated, that is, it ceases to exist as a legal entity. There are several elimination options:
1. Voluntary liquidation. In this case, the relevant decision is made at the meeting of shareholders. At the same time, the desire to liquidate the joint-stock company is accepted directly by the participants. The process takes place in the following order:
The meeting decides on liquidation;
- the decision is transferred to the state registration authority, which makes an appropriate note. From this moment, making any changes to the documents of the JSC is prohibited;
- a liquidation commission is appointed. If one of the participants was a representative of the state, then there must be a representative;
- the commission makes every effort to identify all creditors and receive the current debt;
- requests of JSC creditors are satisfied;
- the remaining property is distributed among the shareholders.
2. The forced liquidation of a company and the liquidation of a company are similar in nature. In our case, the joint-stock company ceases to exist after the decision of the court. In fact, the termination of the activity of the structure in a general economic format is the will of the market. Reasons for the liquidation of a joint-stock company may be as follows:
Conducting JSC activities that are not prescribed in the license or for which there is no appropriate permit;
- violation of laws in the performance of work;
- performance of activities that are prohibited by law;
- Violations during registration and their detection by the court. In this case, the latter must recognize the invalidity of all registration documents;
- bankruptcy of JSC, which is also recognized in court.
Advantages and disadvantages of a joint stock company
From positive traits AO can be distinguished:
The fact of capital pooling is not limited by any limits. A JSC can have any number of investors (even small ones). This feature allows you to quickly raise funds for the implementation of plans;
When buying a certain number of shares, the future shareholder himself decides on the level of risk that he assumes. At the same time, his risk will be limited only by the amount of investments. In case of bankruptcy of a joint-stock company, the holder of securities can lose only that part of the funds that he has invested no more than;
Sustainability. As a rule, joint-stock companies are stable formations. If one of the shareholders leaves the JSC, the organization continues its activities;
Professional management. Capital management is a function of professional managers, and not of each shareholder individually. Thus, you can be sure of a competent investment of capital;
The possibility of a refund. Shares can be sold in whole or in part at any time;
different types of profits. Income can be obtained in different ways - from receiving dividends, selling shares, lending securities, and so on;
Kudos. Today, joint-stock companies are respected structures, and their members have a high social and economic significance;
Availability of capital. In JSC there is always an opportunity to attract additional funds by issuing loans at favorable interest rates or by issuing shares.
Cons of a joint stock company:
JSC is an open structure, which obliges to publish annual reports, disclose its profits, and so on. All this is additional information for competitors;
The likelihood of reduced control over the flow of shares. Often, the free sale of securities can lead to drastic changes in the composition of participants. As a consequence, control over the AO may be lost;
Conflict of interests. When managing a company, managers and shareholders may have different views on the further development of the structure. The task of the former is to correctly redistribute income to preserve society, and the task of shareholders is to get the greatest profit.
How this happens, as well as why it is needed, should be considered in more detail. What is a joint stock company? To understand the difference between JSC and JSC, it is necessary to consider this form economic activity in general sense. Such an organization is formed by several founders. The authorized capital is formed from a certain number of shares, which are distributed among the owners. They are issued when a company is created. Moreover, the number of securities and their nominal value are immediately stipulated. The rules for their distribution indicate the type of organization of the enterprise. These securities are divided by their owners certain rights. For the fact that the shareholder contributed a certain amount of his funds to the authorized fund (it is fixed by the share) at the end of the reporting period to receive the corresponding part net profit. This remuneration corresponds to the share of the security holder in the total authorized capital.
What is the difference between pao and ao?
Attention
Reorganization Due to certain reasons, it may be necessary to reorganize an OJSC into a JSC. This transformation can also be performed in the opposite direction.
In this case, the volume of the authorized capital changes, as well as the rights and obligations of the owners of securities. If, according to the results of the company's activities, its authorized capital does not exceed 1000 minimum wages, documents on the reorganization should be prepared.
This provides a number of benefits to the enterprise. But the contraction own sources leads to a decrease in production. This is a negative trend, but with a significant drop in sales, market value shares of the company, this is a necessary bankruptcy prevention measure.
The process of reorganization is taken very seriously. The decision to change the form of management is taken at the meeting of shareholders based on the results of financial statements.
The difference between ao and pao
From 01.09.2014, it is not required to make changes to the number of JSC shareholders that have become PJSC/JSC. Number of shareholders in PJSC (formerly OJSC) The number of shareholders of a public (formerly open) company is not limited.
Info
Shares of JSC (formerly CJSC) Shares of JSC (formerly CJSC) cannot be traded on stock exchanges. Shares of PJSC (formerly OJSC) Shares of PJSC (formerly OJSC) may be traded on stock exchanges.
Federal Law t 05.05.2014 N 99-FZ, which entered into force on 09/01/2014, was adopted in order to strengthen control over the sale of large blocks of shares of the former OJSC and is designed to coordinate the legislation in force in this area. In particular, a system of state control over the procedure for the absorption of JSCs has been created.
Interested parties are required to give prior notice of their intentions authorized body, which is required to give antitrust approval or prohibit the transaction.
Pao or ao?
Important
If the owner of the securities is a legal entity, a copy of its registration documentation will be required. Next, data on the receipt of funds or property of shareholders are prepared.
After that, the type of activity of the company is determined. She is assigned the appropriate OKVED codes. In order for an organization to assign a legal address, it is necessary to provide a lease agreement. If it is not there, representatives of the commission go to the location of the main production facilities of the enterprise. She is assigned a legal address. What does reorganization give? The change from JSC to JSC entails significant changes for the organization.
First of all, the balance sheet currency is significantly reduced. With a decrease in own financial sources, the investment rating falls.
A smaller amount of credit funds will be able to attract society.
Comparison of pao and ao
Not limited time making appropriate adjustments to the charter of the enterprise and the Unified State Register of Legal Entities. In accordance with Part 10 of Art. 3 FZ 99 there is no need to reorganize, liquidate, re-register companies, unless there is an urgent need for this. When determining the legal status of a joint-stock company, the rights and obligations of shareholders, determining the procedure for the creation, reorganization and liquidation of companies, it is necessary to be guided by the provisions of Federal Law 208 of December 26, 1995 “On JSC”. In fact, public and non-public companies differ only in the choice of the method of subscription for shares - open or closed.
- A closed subscription makes it possible to buy shares only for founders or members of a narrow, predetermined circle of people.
Differences between a public ao and a non-public ao
And the results of the activity itself are not subject to publication; The features of PJSC include:
- 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;
- 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;
- The formation of the authorized capital of a PJSC is not required when organizing such a form of ownership.
What is pao instead of oao? what is the difference and why is it renamed?
NAO: the holder of the registry is also able to confirm the information, but his duties can be delegated to a notary.
- Who usually gives consent to the alienation of a block of shares? PAO: no consent is needed, and there is no rule that it must be obtained. NAO: no one's consent is required. But sometimes, the charter contains information about obtaining the consent of certain shareholders or the company for the alienation of shares.
- Who has the right to purchase shares? PAO: Shareholders cannot receive any advantage to purchase shares.
But there are exceptions - such a right applies to additionally issued shares, as well as securities convertible into shares. NAO: provides in advance in its charter the rights of shareholders, incl. for the purchase of shares in the event of their sale by other shareholders.
How is ao different from oao? reorganization of JSC into JSC
Funds can be credited to the company's account in the process of stock turnover;
- A public joint stock company is obliged to submit an annual report on the results of its activities. Comparative table of PJSC and LLC The main differences between PJSC LLC Number of founders At least 1, but not more than 50 Any Authorized capital At least 10,000 rubles At least 100,000 rubles Composition of participants Can be changed only with the obligatory participation of a notary who certifies the fact of alienation of participants. The data is entered into the Unified State Register of Legal Entities. This procedure is costly. Shareholders are free to sell their shares. At the same time, information about such transactions is not subject to notarization and is entered only in the register of shareholders of the company. Information about the composition of the meeting participants. Confirmed by the participants unanimously.
In the modern economy of the Russian Federation, there are several forms of activity of business entities. Each enterprise chooses which one to choose for organizing its activities. Joint-stock companies have a number of features. Such organizations are usually divided into open and closed varieties.
In order not to get confused in concepts, it is necessary to understand the abbreviations. Closed (CJSC) and have a number of organizational differences. The first form of business entities has now been renamed into JSC - joint-stock company. But by it they mean exactly the closed type.
How JSC differs from JSC is very interesting question. This causes a number of features of the functioning of enterprises. Companies have the opportunity to reorganize the company and create a joint-stock company instead of an open joint-stock company. This is necessary for a number of reasons. How this happens, as well as why it is needed, should be considered in more detail.
What is a joint stock company?
To understand the difference between JSC and JSC, it is necessary to consider this form of economic activity in a general sense. Such an organization is formed by several founders. The authorized capital is formed from a certain number of shares, which are distributed among the owners. They are issued when a company is created. Moreover, the number of securities and their nominal value are immediately stipulated. The rules for their distribution indicate the type of organization of the enterprise.
These securities share certain rights with their owners. For the fact that the shareholder contributed a certain amount of his funds to the authorized capital (it is fixed by the share) at the end of the reporting period to receive the corresponding part of the net profit. This remuneration corresponds to the share of the owner of the securities in the total. This income of the shareholder is called dividends.
The owner also has the right to take part in voting in the process of making important decisions for the company, as well as to receive part of the property in the event of its liquidation.
Rights and obligations of shareholders
When studying how a JSC differs from an JSC, it is necessary to pay attention to the rights and obligations of shareholders. They are limited by certain legal frameworks. Their liability is limited only by the value of the securities.
The risk of loss does not apply to all property of the owners. But if, in the event of the bankruptcy of the enterprise, the fault was established, for example, of a hired director, of a certain group of shareholders, then they bear increased responsibility. If the company does not have enough funds to pay off its debts, vicarious liability may be laid on the guilty parties.
Shareholders may also bear if the authorized capital of the enterprise consists of a certain part of unpaid securities.
All decisions are made at the shareholders' meeting. The voting right has the same weight as the number of shares the founder has. If it has 50% + 1 share, it is controlled by one individual or legal entity.
Distinctive features
A company is organized as a CJSC if the number of shareholders does not exceed 50 people. This form is typical for medium-sized businesses. The difference between a joint-stock company and an open joint-stock company primarily lies in the method of distribution of shares.
In a closed JSC, they are purchased by a limited circle of people. The authorized capital in this case is less than 100 minimum dimensions wages (SMIC).
The number of shareholders in an JSC is unlimited. This form of business is characteristic big business. Securities are sold through free sale. Information about the state of the company, its financial activities in this case it is provided publicly.
The shares are freely traded on the stock market. The size of the authorized capital in this case is equal to at least 1000 minimum wages.
Fundamental differences
The difference between JSC and JSC is quite significant. First of all, the approach to the sale of shares is fundamentally different. If the JSC decides to sell part of the securities, the consent of all shareholders will be required. And they have an advantage when buying. OJSC sells shares freely, without notifying other participants. Therefore, the number of holders of securities is not limited.
AO does not post its financial statements in open access. JSC is obliged to provide such information openly. This gives everyone the opportunity to evaluate the performance of the company. For this reason, investors are much more likely to provide their temporarily free funds to public organizations. CJSC is not expanding to the level of a large business.
State as founder
To understand how a JSC differs from an JSC, it is necessary to consider the case when the state owns part of the shares. The founders of the company may be the governing bodies of the Russian Federation of various levels of subordination.
In this case, the organization can only be an open issue type. Information about the results of activities of such an enterprise in without fail posted publicly. If a part of the shares is owned by the subjects of the governing bodies of the Russian Federation, its municipal organizations, the formation of a CJSC is strictly prohibited.
This is another significant difference between the presented two forms of management. The shares are in open sale are listed on the stock market.
Reorganization
For certain reasons, it may be necessary to reorganize an OJSC into a JSC. This transformation can also be performed in the opposite direction. In this case, the volume of the authorized capital changes, as well as the rights and obligations of the owners of securities.
If, according to the results of the company's activities, its authorized capital does not exceed 1000 minimum wages, documents on the reorganization should be prepared. This provides a number of benefits to the enterprise. But the reduction of own sources leads to a decrease in production.
This is a negative trend, but with a significant drop in the volume of sales, the market value of the company's shares, this is a necessary measure to prevent bankruptcy. The process of reorganization is taken very seriously. The decision to change the form of management is taken at the meeting of shareholders based on the results of financial statements.
Preparation of documents
In the process of changing the form of management from an open to a closed joint-stock company, no transformation is carried out. JSC in JSC can only be reorganized. If there is a need for this, the board of directors prepares the necessary documentation.
To do this, a project is drawn up, which includes a number of mandatory items. The company's management in this document discloses the procedure and conditions for the reorganization. Further, the process of exchanging shares of the old company for deposits, securities of the new organization is stipulated.
Creation of a new society
The circle of persons among whom new securities are distributed does not exceed 50 people. A complete list of property that becomes the property of the reorganized JSC is also compiled.
The meeting of shareholders approves the size of the statutory fund, appoints the leaders of the new company.
Next in government bodies registration establishes the fact of termination of existence open society shareholders, and then a new one is created closed organization. This will allow the company to function in accordance with the occupied part of the market. During this action, the relevant documentation is registered.
Required Documentation
There is a significant difference between a newly created and a reorganized enterprise. The main document denoting the difference between these two organizational forms companies, is a succession. This document is a transfer act or It depends on the form of the reorganization itself.
Re-registration of an OJSC into a JSC requires the collection of a certain list of documents. If the shares are distributed between individuals, it is necessary to provide the commission with copies of passports, identification codes. If the owner of the securities is a legal entity, a copy of its registration documentation will be required.
Next, data on the receipt of funds or property of shareholders are prepared. After that, the type of activity of the company is determined. She is assigned the appropriate OKVED codes. In order for an organization to assign a legal address, it is necessary to provide a lease agreement. If it is not there, representatives of the commission go to the location of the main production facilities of the enterprise. She is assigned a legal address.
What does reorganization give?
The change from JSC to JSC entails significant changes for the organization. First of all, the balance sheet currency is significantly reduced. With a decrease in own financial sources, the investment rating falls.
A smaller amount of credit funds will be able to attract society. It has the right not to publish the results of its activities publicly, but this also repels investors. All ownership of shares is recorded in the IFTS database. Wishing to sell his securities, the owner notifies the other shareholders in writing of his decision.
If they do not agree to purchase the shares, they can be sold to the new owner. The documentation collected during the establishment of the company is subject to change. It contains new data. This is a longer process.
Having considered how a JSC differs from a JSC, a number of advantages of each economic form should be noted. Depending on the volume of business, one or another type of object is chosen. This allows companies to organize their activities in the most efficient way. In constantly changing market conditions, it is possible to reorganize an OJSC into a JSC and vice versa. In some cases this necessary measure, without which it is impossible to do.
Ten key differences public JSC from non-public
The concepts of public and non-public companies
The concepts of public and non-public companies are enshrined in Article 66.3 of the Civil Code.
Public Joint Stock Companies- these are companies that are based on shares (securities) that have a large-scale free circulation market. These are societies with an unlimited and dynamically changing composition of participants.
Non-public joint-stock companies- These are business companies based on shares that do not enter the organized circulation market.
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We have presented the main differences between public and non-public JSCs in a convenient table
№ |
difference |
Public JSC |
Non-public JSC |
Legislation |
| 1 | Placement and circulation of shares - the main difference | Shares and securities that are convertible into shares are placed by public subscription and are publicly traded in accordance with the legislation on securities | Shares and securities cannot be placed by open subscription, they are not publicly traded |
|
