Question: Which joint stock companies are public and which are non-public?


Answer: The characteristics of a public joint stock company are established in clause 1 of Article 66.3 of the Civil Code of the Russian Federation.

A joint stock company is public:

The charter and corporate name of which contain an indication that the company is public, even if the company’s shares are not placed by public subscription and are not publicly traded;

whose shares and securities convertible into its shares are publicly placed (through open subscription);

The shares of which and the securities convertible into its shares are publicly traded under the terms and conditions established by securities laws. Moreover, the charter of such a company and its corporate name may not contain an indication that the company is public.

A joint stock company that does not meet the above criteria is considered non-public (clause 2 of Article 66.3 of the Civil Code of the Russian Federation).

Article 7. Federal Law “On JSC”. Public and non-public companies (as amended by Federal Law No. 210-FZ of June 29, 2015) gives a more complete definition of a public or non-public company.

1. A company can be public or non-public, which is reflected in its charter and corporate name.
2. A public company has the right to place shares and issue-grade securities convertible into its shares through open subscription. Shares of a non-public company and issue-grade securities convertible into its shares cannot be placed through an open subscription or otherwise offered for purchase to an unlimited number of persons.
3. .............................................................................................................................................

In total, we can conclude that the following can be recognized as a public joint stock company:

1. JSC, the charter and name of which indicate this (voluntary publicity). There were no requirements for making such changes to the company’s charter until July 1, 2015.

2. A joint stock company whose shares are publicly placed (by open subscription) or have been placed (clause 1 of the Letter of the Central Bank of the Russian Federation dated August 18, 2014 No. 06 - 52/6680).

3. A joint stock company whose shares are publicly traded (at organized auctions or by offering to an unlimited number of persons) or have been circulated (clause 1 of the Letter of the Central Bank of the Russian Federation dated August 18, 2014 No. 06 - 52/6680).
4. A joint stock company whose shares are/were publicly traded. Public circulation means, inter alia, the sale of shares during privatization in ways that presupposed the participation of an unlimited number of acquirers, for example, sales to:
- auction;
- commercial competition;
- investment competition (bidding);
- specialized auction;
- specialized check auction.
To qualify as a public company, it is necessary that at least one transaction takes place during trading. If the privatization plan provided for sale to an unlimited number of persons, but according to the results of the auction not a single deal was concluded, then there is no sign of publicity. Public circulation means circulation carried out only in accordance with securities legislation. Those. not taken into account:
- sale at auction during enforcement proceedings;
- sale at auction during bankruptcy proceedings, etc.

What distinguishes a non-public joint stock company from a public company and other forms of business organization? The goal of any joint stock company is to pool capital to jointly solve the company’s problems, compete in the market and increase profits. We tell you what the term “non-public joint stock company” means, its main characteristics and whether it is possible to transform one form into another.

What are public and non-public joint stock companies

A joint stock company is a type of business organization in which the company's authorized capital is divided into shares. It differs from a limited liability company by an unlimited number of participants (an LLC has only up to 50), a longer registration period, and the confidentiality of information about participants to third parties. Information about the founders of a legal entity is available to everyone. Just go to the Federal Tax Service website and get extract from the Unified State Register of Legal Entities. This is impossible with AO.

Exists two types of joint stock companies: public and non-public joint stock companies. Until 2014 in Russia they were divided into open and closed. The abbreviations OAO and ZAO are well known to everyone, but are now a thing of the past. They were replaced by public and non-public forms. However, please note that open society does not fully correspond to the public, and the closed does not fully correspond to the non-public. Along with the name, the working conditions also changed. More details can be found in Federal Law No. 208-FZ.

In public joint-stock companies, participants can alienate, that is, freely sell their shares to third parties. In non-public securities, all securities are initially distributed among all participants, and sales to third parties are possible only after a vote of all shareholders. PJSCs are considered more transparent and easier to attract investors.

The composition of NAW is determined upon registration and remains almost unchanged over time.

Organizational and legal form

Public and non-public business companies are the same form of doing business as an individual entrepreneurship or a legal entity. JSCs operate in the field of medium and big business when the issue of shares is justified from a profit point of view.

The goal of any joint stock company, regardless of its form, is to pool capital to jointly conduct business, compete in the market and increase profits. The founders of a legal entity are liable for the financial obligations of their company with shares authorized capital, and in the most problematic cases they bear subsidiary liability: they risk losing part of their property. Shareholders own only the shares and risk only the value of the shares.

A JSC does not have the right to exclude unscrupulous participants from its membership. Also, they cannot leave the company with payment of a share in proportion to its current value. They can sell their shares, but this is a completely different procedure. In addition, in the non-public joint-stock company the sale will have to be agreed upon with other shareholders.

Registration, or rather the issue of shares, takes approximately 1 month versus 5 days for a legal entity. The authorized capital of a non-public company can be only 10 thousand rubles (like an LLC), but for a PJSC it can be at least 100 thousand rubles.

Differences between PAO and NAO

This section provides a cheat sheet on public and non-public companies, which will help you quickly understand the difference between them. The main difference between a PJSC and a non-public joint-stock company (or non-public joint-stock company) is the composition of participants and the procedure for distributing shares between them. Shares of a public joint stock company are sold freely and any person (the so-called “third party”) has the right to purchase them at any time at the market price. At the same time, each shareholder has the right to sell his shares at any time without asking permission from other members of the association.

The maximum number of participants for PJSC and NPJSC is not limited by law, the minimum is the same - 1 person.

A public company publishes more information about itself: it positions itself as open and transparent to investors. This is associated with a multiple increase in its authorized capital - up to 100 thousand rubles against 10 thousand for the Nenets Autonomous Okrug. At the same time, the founders of the joint-stock company have the right not to transfer money to the authorized capital before its registration. A PJSC must have a board of directors or a supervisory board; a non-public JSC can operate without them (up to 50 shareholders).

Types of non-public joint stock companies

Let's consider the main features of non-public business communities. It is not customary to divide them into types, but theoretically they can be classified according to the number of participants, the number of shares and the level of closure. What distinguishes this form of business organization?

Comparative table of PJSC and NPJSC

Characteristics of NAE

NPAO is a non-public company of shareholders, one of the forms of doing business permitted by Russian legislation. It is distinguished by the closed nature of its work, the distribution of shares within existing shareholders, and the ability to sell or alienate shares to third parties is strictly regulated by the general meeting. The number of shareholders is not limited.

To open an authorized capital of 10 thousand rubles is enough. The main goal of NPAO, like any other commercial organization, is to make a profit. But, unlike public ones, members of a non-public association do not set themselves the task of attracting new shareholders and investors.

They provide less reporting and their activities are less transparent. For example, NPAs are not required to publish annual financial statements, since these documents are primarily of interest to investors. For non-public joint-stock companies there are no prohibited sectors of work, that is, they have the right to engage in any commercial activity permitted in the country.

Control Features

NPAO has the right to work without a board of directors and a supervisory commission if total number participants does not exceed 50 people. The organization is governed by general meetings of shareholders. Decisions of meetings are certified by notaries. If necessary, a counting commission is formed. However, if the members of the NPAO consider that they need a board of directors or an appointed leader, they simply form it and the number of participants.

The main content of meetings of shareholders of NPJSC is determining the value of the association’s securities, planning their additional issue or reduction in quantity.

Constituent documents

Initially, the JSC is registered as a limited liability company. Then its founders hold a new meeting and rename the association a “joint-stock company.” There is no need to pay state duty for this. Since NPAO is not a public association, the name does not need references or hints of publicity. Now the new charter should be approved (for more details, see the “Charter of the Company” section).

After renaming the following will also change:

  • seal;
  • Bank details.

Participants and founders

The right to participate in an NPJSC is limited: shares are owned by the original founders, their heirs, and in rare cases, by “third parties” who have achieved the right to be present in the association. Depending on the share of shares, participants can be divided into ordinary and preferred.

The obligations, rights, and privileges of participants in a non-public joint stock association are fixed by the charter. Typically, NPAO members have the privilege of first refusal: if one of the current owners decides to sell their securities, he must first offer them to other shareholders, and only then to third parties (if this is permitted by the charter).

The activities of the NPAO are not public; it is not obliged to publish financial statements

Authorized capital

Minimum amount- 10 thousand rubles. For example, in an LLC the authorized capital is a monetary amount, then in JSC this is their equivalent in securities. When registering, you do not need to contribute the entire amount of capital; funds can be contributed gradually. After 90 days, at least 50% should be ready.

Charter of the company

A new charter is being prepared after the LLC is renamed into JSC. It is advisable to involve lawyers in the development of this document: this document contains many complexities and nuances that must be observed. What must be included in the charter:

  • name with the wording “joint stock company”;
  • location;
  • rights and obligations of shareholders;
  • distribution of powers;
  • pre-emptive right to purchase shares and the procedure for approving the sale of securities to third parties;
  • audit rules.

Converting forms from one to another

If for any reason the founders decide to transform an NPAO into a PJSC, they have the right to do this if they bring the name and documents of the organization into compliance with the requirements of the law. In particular, you should:

  • change the name by adding the term “public” or other reference to the publicity of the organization;
  • change the charter towards publicity, remove the section on priority right on shares;
  • register all changes with the Federal Tax Service.

The procedure is quite simple. But when carrying it out, you should not forget about the authorized capital: for PJSC it is ten times larger, at least 100 thousand rubles.

But transforming a public society into a non-public one is more difficult. It is necessary to hold a general meeting of all shareholders, obtain their consent, prepare new constituent documents, rename and register all changes legally.

Conclusion

Non-public joint stock company or non-public joint stock company is one of the forms of doing business permitted by law. Unlike LLCs and PJSCs, non-public joint-stock companies are more closed to third parties: their shares are not in free circulation, and financial statements, as well as information about the founders, are not publicly available. In this way you can conduct any permitted commercial activities.

Public and non-public companies as subjects of business law

Federal Law No. 99-FZ, adopted on May 5, 2014, amended civil legislation regarding organizational and legal forms legal entities. On September 1, 2014, the new provisions of Article 4 of the first part of the Civil Code of the Russian Federation came into force:

1. This form of legal entity, such as a closed joint stock company, has now been abolished.

2.All business companies are divided into public and non-public companies.

What are public and non-public joint stock companies

Public joint stock company is considered public if its shares and securities publicly posted or circulated on the securities market. A joint stock company is also considered public if the charter and company name indicate that the company is public. All other joint stock companies (JSC) and limited liability companies (LLC) will become non-public

What is a public company

Such organizations are subject to mandatory disclosure requirements about owners and affiliates, as well as material facts that could affect the issuer’s activities. This is necessary in the interests of potential shareholders to increase the transparency of the process of investing in the company's securities.

Public companies are characterized by the following features:

- the company's shares can be purchased and freely sold by an unlimited number of persons;

Information on ownership structure and results economic activity joint stock company is in open sources;

Securities of a public company are placed on the stock exchange or sold by public subscription, including through advertising;

Data on completed transactions with the company's shares (their quantity and price) are available to all market participants and can be used to analyze the dynamics of the value of securities.

Conditions for classifying a company as a public company

According to the new standards (Article 66.3. No. 99-FZ), a joint-stock company is recognized as public in 2 cases:

1. The company issues its shares for free circulation through open subscription or placement on the stock exchange, in accordance with the Law “On the Securities Market”.

2. The name and charter indicate that the organization is public.

If an existing company has the characteristics of an open joint-stock company, it receives public status, regardless of whether this is mentioned in the company name. CJSC and other organizations that do not have these characteristics are considered non-public.

Consequences of acquiring public status

Publicity of a company implies increased responsibility and stricter regulation of its functioning, since it affects property interests large number shareholders.

1. open joint stock companies operating as of September 1, 2014 must register changes in their corporate name in the Unified State Register of Legal Entities, including an indication of publicity. There is no need to make adjustments to the title documents at the same time, if they do not contradict the norms of the Civil Code - this can be done during the first change constituent documents JSC.

2. From the moment the status of publicity in the name of the organization is recorded in the Unified State Register of Legal Entities, it acquires the right to place their shares on the securities market

3. A public company must have a collegial management body consisting of at least 5 members.

4. Maintenance of the register of shareholders of a public JSC is transferred to independent licensed company.

5. Organization not entitled interfere with the free circulation of their shares: impose restrictions on the size and value of the package in the hands of one investor, give individuals a preemptive right to purchase securities, and prevent in any way the alienation of shares at the request of the shareholder.

6.The issuer is obliged to open access post information about your activities:

annual report;

annual financial statements;

list of affiliates;

JSC charter;

decision to issue shares;

notice of holding a meeting of shareholders;

other data required by law.

Legislators believe that business organizations in the form of closed joint stock companies, in fact, are not joint stock companies, since their shares are distributed among a closed list of participants and may even be in the hands of a single shareholder. Thus, these companies are practically no different from limited liability companies and can be transformed into an LLC or a production cooperative.

Reorganization of a closed joint-stock company into a limited liability company is not required. A closed joint-stock company has the right to retain its shareholder form and acquire non-public status in that case, if he has no signs of publicity.

Amendments to civil legislation practically do not affect OOO. According to the new classification, these legal entities are recognized non-public automatically. They are not assigned any responsibilities for re-registration in connection with the new status.

Non-public joint-stock companies

A non-public joint stock company is a legal entity that meets the following criteria:

the minimum amount of authorized capital is 10,000 rubles;

number of shareholders – no more than 50;

the name of the organization does not indicate that it is public

The company's shares are not listed on the stock exchange and are not offered for purchase by public subscription.

from the corporate name of the company it follows delete the word "closed".

Recognizing a JSC as non-public provides it with much greater freedom in managing its activities compared to a public company. Thus, the former closed joint stock company is not obliged to publish information about its work in open sources. By decision of the shareholders, management of the organization can be completely transferred to the hands of the board of directors or the sole executive body of the company. The meeting of shareholders has the right to independently determine the par value of shares, their number and type, and provide individual participants additional rights. JSC securities are bought and sold through a simple transaction.

All decisions of the JSC must be certified by a notary or registrar. Maintaining the register of shareholders of a non-public joint stock company is transferred to a specialized registrar.

LLCs as non-public companies

The minimum amount of authorized capital is 10,000 rubles;

Number of participants – maximum 50;

The list of participants is maintained by the company itself, all changes are registered in the Unified State Register of Legal Entities;

The powers of participants are by default established according to their shares in the authorized capital, but can be changed if the non-public company has a corporate agreement or after introducing the relevant provisions into the company’s charter with recording of amendments in the Unified State Register of Legal Entities;



The transaction for the alienation of shares is formalized by a notary, the fact of transfer of rights is entered into the Unified State Register of Legal Entities.

Unlike the documentation of public companies, the information contained in the corporate agreement of a non-public limited liability company is confidential and is not disclosed to third parties.

Registration of decisions of company participants must be carried out in the presence of a notary. However, there are other possibilities that do not contradict the law, namely:

Introducing changes to the charter that define a different method of confirming decisions of the meeting of LLC participants;

Mandatory certification of the company's minutes with the signatures of all participants;

Application technical means, recording the fact of acceptance of the document.

Along with closed joint-stock companies, the form of legal entities ALC (additional liability company) is also excluded from civil law. According to the new rules, such organizations must re-register as non-public LLCs.

Hello! If we talk in simple language, a joint stock company is a legal form that is created for the purpose of pooling capital and solving business problems. In this article we will take a closer look at how a PJSC differs from a NAO.

JSC classification

Until 2014 inclusive, all joint-stock companies were divided into two types: closed joint-stock companies (closed) and open joint-stock companies (open). In the fall of 2014, the terminology was abolished, and a division into public and non-public societies began to operate. Let us dwell on this classification in more detail. It is worth considering that these terms are not equivalent; not only the terms themselves have undergone changes, but also their characteristics 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 and 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 set by the legislator, publicity must be mentioned in the title.

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

Let's look at the comparative characteristics using the table below. It clearly presents important criteria for comparative analysis, although this list is not complete.

Table: Comparative characteristics of PJSC and NJSC

Indicators for comparative analysis

Name

 Availability of the name in Russian, mandatory mention of publicity Availability of the name in Russian, with the obligatory indication of the form

Minimum allowable amount of authorized capital

 10,000 rub.

Allowed number of shareholders

 Minimum 1, maximum not limited by law

Minimum 1, maximum not limited 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

Does not have such right
Presence of a board of directors or supervisory board Availability is required

Allowed not to create if there are no more than 50 shareholders

The main features of public joint stock companies are the following:

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

If we talk about the authorized capital, its size is also determined by federal legislation. The formation of the authorized capital of a 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 a value that can vary, decrease or, conversely, increase. This depends, first of all, on how the shares are redeemed. As can be seen from the table above, the size of the authorized capital is 100,000 rubles.

As practice shows, control by inspection authorities is stricter than in other cases. This is explained, first of all, by the fact that everything statutory documents they say that this society is as open as possible to third parties. That is, it is absolutely clear that citizens can purchase company shares. Accordingly, supervisory authorities require maximum transparency and accessibility of all data.

For more complete information on this issue it is worth contacting Civil legislation RF.

Statutory documents

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

The charter spells out in detail all the procedures for issuing shares, and also contains information on the calculation and procedure for paying dividends.

Availability of property fund and shares

PJSC property funds are formed primarily through 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.

PJSC governing bodies

The main body for carrying out management activities in a PJSC is the general meeting of shareholders. It is usually held once a year and is initiated by the board of directors. If such a need arises, the meeting can be held on the initiative of audit commission, or based on the results of the audit.

It often happens that a PJSC issues a large number of their shares to the market, then the number of shareholders can number more than one hundred people. Gathering them all at one 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 conducted remotely, using the method of sending out questionnaires.

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

In large companies, the number of board members can reach 12 people.

Forms of management activity

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

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

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

Some types of activities require licensing, which can be obtained after the PJSC has completed the registration procedure.

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

Currently non-public are JSC (joint stock companies) and LLC. The main requirements that legislation imposes on NAO are as follows:

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

Important fact: the non-public nature of the organization implies greater freedom in the implementation of management activities. Such companies are not required to post information about their activities in publicly available 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 legal problems arise, this document can be used in court.

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

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

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

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

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

Let us note that the participants of a non-profit joint-stock company can be its founders, who are also its shareholders. This is due to the fact that the shares cannot be distributed beyond these individuals.

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.

Governance bodies of the Nenets Autonomous Okrug

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, and they can also be certified by the person who heads the counting commission.

Property of the Nenets Autonomous Okrug

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

NAO shares

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

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

In general, the essence of NAO is that these are companies that simply do not issue shares to the market; these are closed joint-stock companies that practically existed before the adoption of the new law, but still, this is not the same thing.

There is no obligation to post the results of financial statements for the year for the NAO. Such data is usually of interest only 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 consists of shares. The property fund is created from contributions made by the founders.

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

Ability to move from one form to another

The law does not prohibit changing one organizational form to another. For example, it is quite acceptable to transform a non-profit joint-stock company into a PJSC. What actions need to be taken for 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;
  • Transfer the property to the newly formed legal entity. face.

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

Although all the changes took place back in 2014, in some cities you can still see signs with familiar CJSC or LLC. 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 various kinds arise even during the process, so you shouldn’t save on your future company, and if you have any doubts, you should contact qualified specialists.

Implement right choice- this is the first step along a long road to achieving success in, so you need to make a decision carefully, having thought through everything to the smallest detail.

The abbreviations ZAO and OAO are familiar even to those who are not involved in business, so deciphering them is not difficult. This different shapes joint stock companies (JSC) - closed and open, differing from each other in the possibilities of selling shares and managing the company. Several years ago, a legislative reform was carried out giving more correct names to these business entities.

What is NAO

In 2014, the definitions relating to the organizational and legal forms of legal entities were revised. Federal Law No. 99 of May 5, 2014 amended the legislation and abolished the concept of closed joint stock company. At the same time, a new division was introduced for business entities, distinguishing them according to the criterion of openness to third parties and the possibility of third-party participation.

Article 63.3 Civil Code(GK) defines new concepts. According to the article, business societies are:

  • Public (software). These are companies whose shares are freely traded in accordance with Law No. 39 of April 22, 1996 “On the Securities Market”. An alternative requirement for classifying an organization as software is to indicate its public nature in its name.
  • Non-public (BUT). All others that are not public.

The legislative formulation does not provide a clear definition of a non-public company, and is based on the exclusionary principle (everything that is not software is non-public). Legally, this is not very convenient because it creates a clutter of language when trying to define terms. The situation is similar with establishing the meaning of a non-public joint stock company (NAO). It can only be determined by analogy (NAO is an AO with signs of NO), which is also uncomfortable.

But the legal procedure for transition to new definitions is simple. Law No. 99-FZ recognizes as public joint-stock companies all joint-stock companies created before September 1, 2014 and meeting the qualification criteria. And if such a company, as of July 1, 2015, has an indication in its charter or name that it is public, but in fact is not a PJSC, then it is given five years to begin public circulation of securities or re-register the name. This means that July 1, 2020 is the final date when, according to the law, the transition to the new wording must be completed.

Organizational and legal form

Public and non-public joint stock companies are distinguished according to Article 63.3 of the Civil Code. The defining feature is the free circulation of the company's shares, so it would be a mistake to mechanically translate old definitions into new ones (for example, to assume that all OJSCs automatically become PJSCs). According to the law:

  • Public joint stock companies include not only open joint stock companies, but also closed joint stock companies that have publicly placed bonds or other securities.
  • The category of non-public joint-stock companies includes joint-stock companies closed type, plus – JSCs that do not have shares in circulation. At the same time, the category of non-commercial organizations will be even wider - in addition to non-profit joint-stock companies, this also includes LLCs (limited liability companies).

Considering the specific nature of a closed joint stock company, which simplifies the task of concentrating assets in the hands of a group of individuals, combining it into one group with an LLC is quite logical. The legislative need to create a category of non-profit organizations becomes extremely clear - this is the unification into one group of business entities that exclude outside influence. At the same time, a non-public limited liability company can be transformed into a non-public joint stock company without any particular difficulties (the reverse process is also possible).

The difference between a public joint stock company and a non-public one

When comparing PJSC and NJSC, it is important to understand that each of them has its own advantages and disadvantages, depending on the specific situation. For example, public joint-stock companies provide more opportunities for attracting investments, but at the same time they are less stable in corporate conflicts than non-public joint-stock companies. The table shows the main differences between the two types of business entities:

Characteristics

Public JSC

Non-public joint-stock companies

Name (until July 1, 2020, the previous wording will be recognized by law)

Mandatory mention of public status (for example, PJSC "Vesna")

Indication of lack of publicity is not required (for example, JSC Leto)

Minimum authorized capital, rubles

1000 minimum wages (minimum wages)

Number of shareholders

Minimum 1, maximum unlimited

Minimum 1, when the number of shareholders begins to exceed 50 people, re-registration is required

Trading shares on the stock exchange

Possibility of open subscription for placement of securities

Preferential acquisition of shares

Presence of a board of directors (supervisory board)

You don't have to create

Characteristics and distinctive features

From a legal point of view, a non-public joint stock company is special category subjects of economic activity. Among the main distinctive features relate:

  • Restrictions on the admission of participants. These can only be the founders. They act as the only shareholders, since the company's shares are distributed only among them.
  • The authorized capital has a lower limit of 100 minimum wages, which is formed by contributing property or cash.
  • Registration of a non-public JSC is preceded by the preparation of not only the company’s charter, but also a corporate agreement between the founders.
  • NAO management is carried out using general meeting shareholders with notarized recording of the decision.
  • The amount of information that a non-public JSC must place in the public domain is much less than that of other types of JSC. For example, non-public joint stock companies, with few exceptions, are exempt from the obligation to publish annual and accounting reports.

Disclosure of information about activities to third parties

The principle of publicity implies placing information about the company’s activities in the public domain. Information that a public company must publish in print (or online) includes:

  • Company annual report.
  • Annual accounting reports.
  • List of affiliates.
  • Statutory documentation of a joint stock company.
  • Decision to issue shares.
  • Notice of a meeting of shareholders.

For non-public joint stock companies, these disclosure obligations apply in a reduced form and apply only to organizations with more than 50 shareholders. In this case, the following will be published in publicly available sources:

  • Annual report;
  • Annual financial statements.

Certain information about a non-public JSC is entered into the Unified State Register of Legal Entities (USRLE). This data includes:

  • information on the value of assets as of the last reporting date;
  • information about licensing (including suspension, re-issuance and termination of a license);
  • notification of the introduction of surveillance by definition arbitration court;
  • subject to publication in accordance with Articles 60 and 63 of the Civil Code of the Russian Federation (notifications of reorganization or liquidation of a legal entity).

Charter

In connection with legislative changes caused by the emergence of new organizational and legal forms (public and non-public joint stock companies), JSCs must carry out a reorganization procedure with amendments to the charter. For this purpose, a board of shareholders is convened. It is important that the changes made do not contradict Federal Law No. 146 of July 27, 2006 and must contain a mention of the non-publicity of the organization.

The typical structure of the charter of a non-public joint-stock company is determined by Articles 52 and 98 of the Civil Code of the Russian Federation, as well as Law No. 208 of December 26, 1995 “On Joint-Stock Companies”. Mandatory information that must be indicated in this document includes:

  • name of the company, its location;
  • information about placed shares;
  • information about the authorized capital;
  • amount of dividends;
  • procedure for holding a general meeting of shareholders.

Organizational management and governing bodies

In accordance with current legislation, the charter of a joint stock company must contain a description organizational structure companies. The same document should consider the powers of governing bodies and determine the procedure for making decisions. The organization of management depends on the size of the company, can be multi-level and has different types:

  • General Meeting of Shareholders;
  • supervisory board (board of directors);
  • collegial or sole executive body (board or director);
  • audit committee.

Law No. 208-FZ defines the general meeting as the highest governing body. With its help, shareholders exercise their right to manage the joint-stock company by participating in this event and voting on agenda items. Such a meeting may be annual or extraordinary. The company's charter will determine the boundaries of the competence of this body (for example, some issues can be resolved at the level of the supervisory board).

Due to organizational difficulties, the general meeting cannot resolve operational issues - for this purpose a supervisory board is elected. Issues that this framework addresses include:

  • determination of priorities for the activities of a non-public joint stock company;
  • recommendations on the amount and procedure for paying dividends;
  • increasing the authorized capital of the joint-stock company through the placement of additional shares;
  • approval of major financial transactions;
  • convening a general meeting of shareholders.

The executive body may be sole or collegial. This structure is accountable to the general meeting and is responsible for the improper performance of its duties. At the same time, the competence of this body (especially in a collegial form) includes the most difficult questions current activities of a non-public joint stock company:

  • development of a financial and economic plan;
  • approval of documentation on the company’s activities;
  • consideration and decision-making on conclusion collective agreements and agreements;
  • coordination of internal labor regulations.

Issue and placement of shares

The registration process of a joint stock company is accompanied by the introduction of special securities into circulation. They are called shares, and according to Law No. 39-FZ they give the owner the right:

  • receive dividends - part of the company's profit;
  • participate in the management process of a joint stock company (if the security is voting);
  • ownership of part of the property after liquidation.

The putting of securities into circulation is called an issue. In this case, shares may have:

  • documentary form, confirming ownership rights with a certificate;
  • undocumented, when a record of the owner is made in a special register (in this case, the concepts of “securities” and “issue shares” are conditional).

After the issue, the distribution (placement) of shares among the owners follows. The process is fundamentally different for PJSC and NJSC, implementing different ways making a profit from these companies. A wide channel for the distribution of securities in the first case implies more careful control of activities by government agencies. The table shows the differences between public and non-public joint stock companies in the placement of shares:

Public JSC

Non-public JSC

Registration of share issue

It is necessary to register a public prospectus for the issue of securities (a special document with information about the issuer and the issue of shares).

Charter and founders' agreement required

Circle of shareholders

Is not limited

No more than 50 people

Placement of shares

Publicly on the stock exchange and other securities markets

Among shareholders (or under their control), there is no open subscription and free circulation on exchanges

Shareholder's ability to alienate (sell) shares

Under the control of other JSC participants

Free

Certification of JSC decisions and maintaining the register of shareholders

The General Meeting of Shareholders is the highest body of the company's management, determining the further development of the organization. Wherein, great importance has a legally correct protocol and certification decisions made, relieving participants, board members and managers from mutual claims and disputes about forgery. According to Law No. 208-FZ, protocol documentation must contain:

  • time and place of the general meeting of shareholders of a non-public JSC;
  • the number of votes belonging to the owners of voting shares;
  • the total number of votes of shareholders who participate;
  • indication of the chairman, presidium, secretary, agenda.

Hiring the services of a notary will make the protocol more secure and increase the level of reliability of this document. This specialist must personally attend the meeting and record:

  • the fact of adoption of specific decisions specified in the minutes of the meeting;
  • number of present shareholders of a non-public joint-stock company.

An alternative to contacting a notary would be the services of a registrar who maintains the register of shareholders. The procedure and procedure for confirmation in this case will be similar. According to the law, from October 1, 2014, maintaining the register of shareholders became possible only on a professional basis. To do this, joint stock companies must turn to the services of companies with a specialized license. Independent maintenance of the register is punishable by a fine of up to 50,000 rubles for management, and up to 1,000,000 rubles for legal entities.

Change of organizational form

The reform of joint stock companies, begun in 2014-2015 by Law No. 99-FZ, should be completed in 2020. By this time, all official company names must be re-registered in the form prescribed by law. Depending on the availability of publicity, the former CJSC and OJSC are transformed into PJSC and JSC. Indication of non-publicity by law is not mandatory, therefore the abbreviation NAO may not be used in the official details of the company, and the presence of shares in free circulation allows you to do without the abbreviation PJSC.

The legislation allows changing the form of ownership from PJSC to NAO and vice versa. For example, in order to transform a Non-Public JSC, you must:

  • Increase the authorized capital if it is less than 1000 minimum wages.
  • Conduct inventory and audit.
  • Develop and approve an amended version of the charter and related documents. If necessary, the organizational and legal form is renamed to PJSC (this is not mandatory by law, if there are shares in free circulation).
  • Re-register.
  • Transfer property to a new legal entity.

Preparation of constituent documents

Special attention When re-registering a NAO, attention should be paid to the correct preparation of documentation. Organizationally, this process breaks down into two stages:

  • Preparatory part. This involves filling out an application in form P13001, holding a meeting of shareholders and preparing a new charter.
  • Registration. At this stage, the company details change (a new seal and forms will be required), which should be warned about by counterparties.

Advantages and Disadvantages

If we compare the capabilities of PJSC and NJSC, then each of them has its own pros and cons. But, depending on the specific business situation, one or another option will be suitable. Non-public joint stock companies have the following advantages:

  • The minimum authorized capital is 100 minimum wages for a non-public joint-stock company (for a public joint-stock company this figure is 10 times higher). But this plus immediately becomes a minus when compared with the same figure for an LLC - 10,000 rubles, which makes the form of a limited liability company more accessible to small businesses.
  • Simplified form of purchasing shares. State registration of the purchase and sale agreement is not required; it is only necessary to make changes to the register.
  • Greater freedom in managing the company. This is a consequence of the limited circle of shareholders.
  • Restrictions on Disclosure. Not all shareholders want information about their share in the authorized capital or the number of shares to be available to a wide range of people.
  • A less risky investment for investors than a publicly traded company. Absence open bidding shares are good protection from an unwanted purchase opportunity controlling stake shares by a third party.
  • Lower office costs than PJSC. The requirements for non-public documentation are not as serious as for those that are to be made public.

If we compare it with a public joint-stock company, then non-public joint-stock companies have a number of disadvantages. These include:

  • The closed nature greatly limits the ability to attract third-party investments.
  • The process of creating a company is complicated by the need for state registration of the issue of shares (in addition, this leads to an increase in the authorized capital).
  • The decision-making process may be in the hands of a small group of people.
  • Limits on the number of shareholders of 50 people compared to the unlimited number of a public JSC.
  • Difficulties with leaving the membership and selling your shares.

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