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The difference between pao and oao. Communities of indigenous peoples of Russia. Public or non-public activity

28.06.2023

The subject of economic relations, organized on the basis of a voluntary agreement of several persons or organizations.

The capital of JSC is formed by issuing and selling issued shares. The founding purpose of the corporation is to conduct business activities that are aimed at obtaining maximum profit in the interests of shareholders.

A joint-stock company is a legal entity whose capital is made up of contributions from shareholders and founders. Shareholders are not liable for the obligations of the joint-stock company, due to which their possible losses are limited only by the value of previously acquired securities.

The founders of the corporation are responsible for the performance of the company in the amount of the share contribution made to the statutory fund. The main governing body is the general meeting of shareholders. The organizational structure of the JSC is complex, but membership, regardless of the share, is reliable.

The share is a financial document that confirms the share of the shareholder in the authorized capital of the company and gives him the right to:

  • receiving part of the profit (dividend);
  • participation in the management of the enterprise;
  • receiving a property share if the organization is declared bankrupt or liquidated.

Joint-stock companies are represented by two main types.

  • Open Joint Stock Companies (OJSC).
  • Closed Joint Stock Companies (CJSC).

Such structures can function in any field of activity: industrial, commercial, intermediary, banking, insurance, etc.

Types of shares in JSC

According to the form of appropriation of income, shares of joint-stock companies can be divided into two types:

  • simple;
  • privileged.

In the first case, the holders of securities have:

  • the right to vote during general shareholder meetings (one vote = one share. The more securities a shareholder owns, the more weighty his vote during meetings);
  • the right to receive dividends (part of the profit) in the amount equivalent, the amount of which depends on the result of the corporation's work and is no longer guaranteed by anything.

Joint-stock companies can independently manage their capital due to the fact that shareholders do not have the right to demand from the company the return of the deposited amount of money. If the company does not pay dividends, or instead of cash, the owners of the securities receive new shares, the shareholders cannot recover the money in court or declare the company bankrupt. Each of the shareholders is a co-owner of the JSC's capital. Each of them voluntarily assumed responsibility for the possible risks associated with the losses of the enterprise or its bankruptcy. By decision of the meeting of shareholders, the corporation has the right to distribute only part of the profit, leaving the undistributed share at its disposal.

Holders of preferred shares cannot vote during shareholder meetings, but this type of securities gives them the right to receive guaranteed income, regardless of what results the company has achieved as a result of work. In the event of the bankruptcy of the company, the holders of preferred shares receive the right of priority payment of the par value of the securities.

Joint-stock companies maintain an accounting book (register) in which data on holders of registered shares are recorded without fail. Registration is required not only for the first receipt, but also for the subsequent resale of securities. This allows you to create a kind of insurance against buying up a controlling stake (more than 51% of all issued shares) by people whose financial investments are of dubious origin. Bearer shares are allowed for free circulation on the stock market.

The Federal Law of May 5, 2014 No. 99-FZ "" (hereinafter referred to as the Law), which enters into force on September 1 of the current year, introduces significant amendments to the procedure for the creation, operation and liquidation of legal entities. We examined how the articles of the code containing general provisions on organizations will change. This material will be devoted to those amendments that affect specific organizational and legal forms of legal entities.

Closed list of non-profit organizations

The current version of the Civil Code of the Russian Federation establishes that legal entities that are non-profit organizations can be created in such forms as a consumer cooperative, public or religious organizations (associations), institutions, charitable and other foundations, as well as in other forms provided by law (). In accordance with the Law, this list becomes closed and includes 11 organizational and legal forms of non-profit organizations ():

1

consumer cooperatives. They can be formed, in particular, in the form of housing, housing construction, garage, dacha consumer cooperatives, mutual insurance companies, credit cooperatives, rental funds, etc.

2

Public organizations. At the same time, it is emphasized that political parties, trade unions, and social movements belong to this form of non-profit organizations.

3

Associations (unions). These include, in particular, non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, chambers of commerce and industry, notaries and lawyers.

4

Associations of property owners, including HOA.

5

Cossack societies included in the state register of Cossack societies in the Russian Federation.

6

Communities of indigenous peoples of Russia.

7

Foundations (public, charitable, etc.).

8

institutions. These include state, municipal and private (including public) institutions.

9

Autonomous non-profit organizations.

10

Religious organizations.

11

Public law companies.

The Law fixes the definitions of all these forms of organizations, establishes the procedure for their establishment and management, outlines the rights and obligations of their participants. It should be noted that consumer cooperatives, public organizations, associations, partnerships of property owners, Cossack societies and communities of indigenous peoples of the Russian Federation are corporate, and all the rest are unitary non-profit organizations.

In order to engage in income-generating activities, non-profit organizations will need to provide for such a possibility in their charters. According to the current version of the Civil Code of the Russian Federation, for the implementation of entrepreneurial activity, only one condition must be met - this activity must serve the achievement of the goals for which they were created, and correspond to them. This condition is preserved.

Business partnerships and companies

The law does not change the organizational and legal forms of business partnerships - they can still be created in the form of a general partnership or limited partnership (limited partnership). But there will be fewer forms of business entities from September 1 - Law such form as an additional liability company is excluded(will expire September 1). Thus, only limited liability companies (LLC) and joint-stock companies (JSC) can be created. Experts in the field of civil law note that this is a very correct change, since in practice ODO is not widely used.

A number of changes relate to the authorized capital of business entities. Thus, the Law stipulates that the founders of a company are obliged pay at least three-quarters of the authorized capital before state registration of the company, and the rest - during the first year of its activity (). However, laws governing the activities of a particular type of company may establish a different procedure. The same laws, as before, determine the minimum size of the authorized capital of companies. In this case, when state registration of a business company is allowed without such an advance payment, the participants in the company will bear subsidiary liability for its obligations that arise until the moment the authorized capital is paid in full.

Another change concerns the procedure for making non-monetary contributions to the authorized capital. For their monetary valuation of the company (regardless of the value of the participants' shares in the authorized capital) will be required to engage independent appraisers. At the same time, if the appraiser makes a mistake in the calculations and overestimates the property, he, together with the participants whose shares he appraised, will bear subsidiary liability for the obligations of the company within the amount by which the appraisal of the property contributed to the authorized capital is overestimated, within five years from the date of state registration of the company. It should be noted that the provision on such liability will not apply to property appraisers and participants in privatized state unitary enterprises and municipal unitary enterprises. At present, an independent appraiser is necessarily involved in determining the market value of property when paying for JSC shares in non-cash funds (clause 3, article 34 of the Federal Law of December 26, 1995 No. 208-FZ ""). Limited liability companies are required to do this only if the nominal value of the participant's share in the authorized capital paid in non-cash funds is more than 20 thousand rubles. (Clause 2, Article 15 of the Federal Law of February 8, 1998 No. 14-FZ "").

Members of economic companies, according to the Law, will be able to fix a certain procedure for exercising their membership rights in a special document - corporate agreement(The Civil Code of the Russian Federation is supplemented by the corresponding article 67.2). In it, they will be able to indicate that these rights need to be exercised in a certain way, for example: how to vote at a general meeting of participants, at what price to acquire or alienate shares in the authorized capital (shares), etc. (). At the same time, not all participants in the company can conclude such an agreement. In this case, it naturally does not create obligations for persons who are not parties to it.

In addition, the Law establishes the need to confirm the fact that the general meeting of participants in a business company has taken a decision and the composition of the participants in the company present at the same time. So, in relation to a public joint stock company, such confirmation will be carried out by the register of its shareholders, a non-public joint stock company - by notarization or also certification by the registrar of the register of shareholders, a limited liability company - by notarization ().

Joint stock companies

Important amendments also affected joint-stock companies. Law cancels their division into open and closed- they will be replaced by public and non-public companies (a new article will appear in the Civil Code of the Russian Federation - Article 66.3). public shall be a joint-stock company whose shares and securities convertible into them are publicly placed (by open offering) or publicly traded on the terms established by securities laws. In addition, the rules on public companies will apply to JSCs whose charter and company name indicate that the company is public. AOs that do not meet these conditions are non-public. Also LLC () is classified as a non-public company.

It should be noted that the Law regulates the activities of public joint-stock companies in more detail (specific provisions on them are enshrined in a new edition), since their activities affect the property interests of a large number of shareholders and other persons.

We emphasize that the law cancels the restriction the number of shares owned by one shareholder of a public JSC, their total nominal value, as well as the maximum number of votes granted to one shareholder. At present, such restrictions may be provided for by the charter of a joint-stock company (clause 3, article 11 of the Federal Law of December 26, 1995 No. 208-FZ ""; hereinafter - the Law on Joint Stock Companies). At the same time, according to the Law, public JSCs are prohibited from placing preferred shares, the par value of which is lower than the par value of ordinary shares ().

Another significant change concerns the maintenance of the register of shareholders and the performance of the functions of the counting commission - from September 1, these will be dealt with exclusively independent organizations that have a statutory license, – (). However, this rule only applies to public JSCs. Recall that in the existing practice, joint-stock companies either transfer the maintenance of the register to such a registrar, or are themselves its holders (). As for the counting commission, according to the current legislation, it is created in a company in which the number of shareholders - owners of voting shares of the company - is more than 100, and its quantitative and personal composition is approved by the general meeting of shareholders. If the register of joint-stock companies is maintained by the registrar, he may also be entrusted with the performance of the functions of the counting commission. And in companies with more than 500 shareholders - owners of voting shares, the functions of the counting commission are performed exclusively by the registrar ().

In addition, the Law establishes the need for verification and confirmation of the correctness of the annual accounting (financial) statements mandatory external audit for absolutely all JSCs(currently it is carried out only in relation to organizations that are OJSCs, and also for) and in some cases - for LLCs ().

    ATTENTION!

    No mass re-registration of legal entities in connection with the adoption of the Law is not expected, since it does not establish its obligation. It will be necessary to bring the names of existing organizations and their constituent documents in accordance with the requirements of the Law the first time these documents are changed (). There is no specific time frame for doing this. In addition, JSCs that meet the criteria of public JSCs will not even need to indicate in their company name that they are public.

Experts also note that these amendments to the Civil Code of the Russian Federation are aimed at harmonizing Russian civil legislation with the legislation of foreign countries, which will help in attracting foreign investors to Russian business.

Hello! In simple terms, a joint-stock company is such an organizational and legal form that is created with the aim of pooling capital and solving business problems. In this article, we will consider in detail how PAO differs from NAO.

AO classification

Until 2014, inclusive, all JSCs were divided into two types: CJSC (closed) and OJSC (open). In the autumn of 2014, the terminology was abolished, and the division into public and non-public companies began to operate. Let's take a closer look at this classification. It is worth considering that these terms are not equivalent, not only the terms themselves have changed, but also their features and essence.

Characteristics of public and non-public companies

Public joint stock companies (abbr. PJSC) create capital through securities (shares), or by transferring fixed assets into securities. The functioning of such companies, their turnover must fully comply with the Federal Law "On the Securities Market", adopted in the Russian Federation.

Also, taking into account all the conditions that the legislator sets, publicity should be mentioned in the title.

Non-public companies include limited liability companies and joint-stock companies (JSC).

We will consider the comparative characteristic using the table below. It clearly presents important criteria for benchmarking, although this list is not exhaustive.

Table: Comparative characteristics of PJSC and NAO

Indicators for benchmarking

Name

 The presence of a name in Russian, a mention of publicity is required The presence of the name in Russian, with the obligatory indication of the form

The minimum allowable amount of the authorized capital

 10.000 rub.

Allowed number of shareholders

 Minimum 1, maximum unlimited by law

Minimum 1, maximum unlimited by law

Availability of the right to conduct an open subscription for the placement of shares

 Available

Absent

Possibility of public circulation of shares and securities

 Maybe

No such right
Presence of a board of directors or a supervisory board Availability required

It is allowed not to create if there are no more than 50 shareholders

The main features of public joint-stock companies are as follows:

  • The number of shareholders is not limited;
  • Free circulation of shares is allowed.

If we talk about the authorized capital, then its size is also determined by federal law. The formation of the authorized capital of PJSC occurs due to the fact that shares are issued for a certain amount of money.

The size of the authorized capital in this case is such a value that can vary, decrease or, conversely, increase. It depends, first of all, on how the shares are redeemed. As can be seen from the table above, the amount of the authorized capital is 100,000 rubles.

As practice shows, control by inspection bodies is more stringent than in other cases. This is explained, first of all, by the fact that all the statutory documents indicate that this company is as open as possible to third parties. That is, it is quite clear that the company's shares can be purchased by citizens. Accordingly, supervisory authorities demand maximum transparency and accessibility of all data.

For more information on this issue, please refer to the Civil Code of the Russian Federation.

Statutory documents

The main document for PJSC is the charter. As a rule, it reflects all the provisions governing the activities of the organization, and also contains information about openness.

The charter details all the procedures for issuing shares, and also contains information on the accrual and procedure for paying dividends.

Availability of property fund and shares

PJSC property funds are formed, first of all, due to the turnover of the organization's shares. At the same time, the net profit that will be received during the organization's activities can be included in the property fund. The law does not prohibit this.

Governing bodies of PJSC

The main body for the implementation of management activities in PJSC is the general meeting of shareholders. It is usually held once a year, initiated by the board of directors. If such a need arises, the meeting may be held at the initiative of the Audit Commission, or based on the results of an audit.

It often happens that a PJSC issues a large number of its shares on the market, then the number of shareholders can number more than one hundred people. Gathering them all at the same time in one place is an impossible task.

There are two ways to solve this problem:

  • The number of shares whose owners can participate in the meeting is limited;
  • Discussions are held remotely, using the methodology of mailing questionnaires.

The meeting of shareholders makes all important decisions on the activities of PJSC, plans events for the development of the company in the future. The rest of the time, management duties are performed by the board of directors. Let us explain in more detail what kind of governing body it is.

In large companies, the number of board members can be up to 12 people.

Forms of management activity

Formed on the basis of the legislation of European countries. Usually this:

  • Meeting of all shareholders;
  • Board of Directors;
  • CEO in a single person;
  • Control and Audit Commission.

As for the types of activity, it can be any, not prohibited by the law of our state. There can only be one main activity.

Some activities require licensing, which can be obtained after the PJSC completes the registration procedure.

The legislation of the Russian Federation requires all PJSCs to post the results of their annual reports on the official websites of companies. In addition, the results of activities for the year are checked for compliance with reality by auditors.

JSCs (joint stock companies), LLC are currently non-public. The main requirements imposed by the legislation on NAO are as follows:

  • The minimum authorized capital is 10,000 rubles;
  • There is no indication of publicity in the title;
  • Shares must not be offered for sale or listing on exchanges.

Important fact: the non-public nature of the organization implies greater freedom in the implementation of managerial activities. Such companies are not required to post information about their activities in public sources, etc.

Statutory documents

The charter is the main document. It contains all the information about the organization, information about ownership, and so on. If there are legal problems, this document can be used in court.

Therefore, the charter must be written in such a way that all sorts of loopholes and flaws are completely excluded. When the charter is in the drafting stage, you should carefully analyze the regulatory documents, or seek advice from specialists who have experience in developing this type of documentation.

In addition to the charter, an agreement called a corporate agreement can be concluded between the founders. Let's take a closer look at this document.

A corporate agreement can be called a kind of innovation, which contains the following points:

  • All parties to the treaty must vote equally;
  • The total price of shares owned by all shareholders is set.

But this agreement implies one clear limitation: shareholders are not required to always agree with the position of the governing bodies on any issues. By and large, this is a gentleman's agreement translated into a legal plane. If the corporate agreement is violated, this is a reason to invalidate the decisions of the shareholders' meeting.

Note that NAO participants can be its founders, who are also its shareholders. This is due to the fact that shares cannot be distributed further than these persons.

The number of shareholders is also limited, it cannot exceed 50 people. If their number is more than 50, the company must be re-registered.

NAO governing bodies

In order to manage a non-public joint-stock company, a general meeting of shareholders of the company is held. All decisions made at the meeting are certified by a notary, they can also be certified by the person who heads the counting commission.

NAO property

After an independent assessment, it can be contributed to the authorized capital as an investment.

NAO shares

  • Not addressed publicly;
  • Placement by open subscription is not possible.

If we talk about the types of activities, then everything that is not prohibited is allowed. That is, if a particular type of activity is not prohibited by the legislation of the Russian Federation, it can be carried out.

In general, the essence of NAO is that these are companies that simply do not issue shares on the market, these are CJSCs that practically existed before the adoption of the new law, but still, this is not the same thing.

The obligation to post the results of financial statements for the year for the NAO is not provided. Such data is usually only of interest to shareholders or investors, and in this case they are the founders who already have access to all the necessary information.

The definition of business companies includes public and non-public organizations engaged in commercial activities, in which the authorized capital represents shares. The property fund is created at the expense of contributions made by the founders.

Business companies are also classified into public and non-public.

Ability to move from one form to another

The legislation does not prohibit the change of one organizational form to another. For example, NAO is quite acceptable to convert to PAO. What steps do you need to take to do this:

  • Increase the size of the authorized capital to 1000 minimum wages;
  • Develop documentation that will confirm that the rights of shareholders have changed;
  • Conduct an inventory of the property fund;
  • Conduct audits with the involvement of auditors;
  • Develop an updated version of the charter and all related documentation;
  • Carry out the re-registration procedure;
  • To transfer property to a newly formed legal entity. face.

As a result of the legislative reforms carried out, there have been many changes in corporate law. Old concepts have been replaced by new ones.

Although all the changes took place back in 2014, in some cities you can still find signs with familiar CJSCs or LLCs. But all new organizations are registered exclusively as public or non-public companies.

Conclusion

The creation and registration of a joint-stock company is a process that requires attention and responsibility. Problems of a different nature arise even in the process, so you should not save on your future company, and in case of any doubt, you should contact qualified specialists.

Making the right choice is the first step on a long road to success in, so you need to make a balanced decision, thinking through everything to the smallest detail.

Civil Code of the Russian Federation Article 97

ConsultantPlus: note.

If on 07/01/2015 the charter and name of a joint-stock company established before 09/01/2014 indicates that it is a PJSC in the absence of signs of publicity, such a joint-stock company must register a share prospectus or change the charter by 07/01/2020, excluding the public status from the name (FZ of 06/29/2015 N 210-FZ).

ConsultantPlus: note.

Joint-stock companies created before 09/01/2014 and meeting the criteria of PJSC are recognized as such, regardless of whether this is indicated in their name. For exceptions to this rule and for the waiver of public status, see the Federal Law of 05.05.2014 N 99-FZ.

1. A public joint-stock company (clause 1 of article 66.3) is obliged to submit, for entry into the unified state register of legal entities, information about the firm name of the company, containing an indication that such a company is public.

A joint-stock company has the right to submit, for entry into the unified state register of legal entities, information on the firm name of the company, containing an indication that such a company is public.

A joint-stock company acquires the right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded on the terms established by securities laws, from the date of entering in the unified state register of legal entities information about the company's trade name containing an indication that such a society is public.

2. The acquisition by a non-public joint-stock company of the status of a public company (paragraph 1 of this article) shall entail the invalidity of the provisions of the charter and internal documents of the company that are contrary to the rules on a public joint-stock company established by this Code, the law on joint-stock companies and laws on securities.

3. In a public joint-stock company, a collegial management body of the company is formed (paragraph 4 of Article 65.3), the number of members of which cannot be less than five. The procedure for the formation and competence of the said collegiate management body shall be determined by the law on joint-stock companies and the charter of the public joint-stock company.

4. Responsibilities for maintaining the register of shareholders of a public joint stock company and performing the functions of the counting commission are carried out by an organization that has a license provided for by law.

(see text in previous edition)

5. In a public joint stock company, the number of shares owned by one shareholder, their total nominal value, as well as the maximum number of votes granted to one shareholder cannot be limited. The charter of a public joint-stock company cannot provide for the need to obtain someone's consent to alienate the shares of this company. No one may be granted the right to pre-emptively acquire shares of a public joint-stock company, except for the cases provided for by