On September 1, 2014, some changes to the Civil Code came into force Russian Federation. A division of joint stock companies into two types has emerged, based on the principle that organizations possess certain characteristics. The first type is public joint stock companies. Such organizations are more open. The second type is non-public joint stock companies; they are more closed, but their management system is less strict. Instead of the abbreviations familiar to everyone, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint stock companies in this article.

Public joint stock company

This is the name given to those enterprises whose shares are publicly traded in accordance with securities laws. This could be an entry to the stock exchange, an issue for the purpose of generating income, etc. Also, the publicity of a particular joint stock company is determined by the fact that the charter documents state that the organization is open in one form or another. Control of such companies is more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares of these organizations. For example, a supervisory board of five people must be present as a supervisory body. It should also be noted that all United Joint Stock Companies (JSC), based on the new legislation, are becoming public. Moreover, new changes in legislation provide for openness and transparency of data related to the owners of securities issued by PJSC. They also have a number of additional nuances and innovations, for example, a society will be considered public provided that the number of its participants exceeds five hundred. More detailed information set out in the first paragraph of Article 66.3 Civil Code Russian Federation.

Non-public joint stock company

This is an enterprise whose participants are strictly defined; information about these persons is recorded at the time of creation of the organization. The innovation allows you to correct and make changes to the organization's charter, form management bodies, influence the board of directors and shareholders' meeting on various issues through voting. All closed joint stock companies, as well as some LLCs, will now be called non-public.

It is important to note the lower obligations in relation to the owners of securities that a non-public joint stock company bears. Responsibility to investors is less than in the case of open organizations. This is due to the fact that a non-public joint stock company has a limited number of securities owners, strictly limited by the charter documents. Speaking more in simple language, participants are initially warned about all risks and possible losses. Often shares in such companies are not issued at all, and such enterprises are partly the result of privatization or a consequence of a unique management model with equity participation to delegate responsibility.

Changes in terminology in accordance with legislation

As stated above, all enterprises called OJSC are now called public joint-stock companies. The changes also apply to other organizational and legal forms. CJSC is a non-public joint stock company. The latter will also include some LLCs, but subject to the presence of the necessary characteristics.

In addition, all companies created before the legislation was updated do not have to undergo any re-registration procedures. This rule applies only if no adjustments are required to the registration data. For example, moving companies to another office or changing the type of activity may become the basis for a change in the organizational and legal form. It should be noted that the charter may have to be changed in accordance with new legislation if there is such a need. As for the new abbreviations in names, a non-public joint-stock company is abbreviated as NAO, a public joint-stock company is abbreviated as PJSC.

Information about the owners of securities

Both in the case of a public and non-public company, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of receiving a fine and attracting additional checks on your company. This rule appeared in October 2013. Choosing a registrar company that will maintain the register of shareholders is a very important decision. Before accepting it, you should make sure that the company to which you entrust this task is quite conscientious, has good experience in this field and has been working for a long time. Otherwise, there is a risk of various problems and additional litigation. It is also recommended to look at the clients of similar companies. The more serious these companies are, the better for you. The decisions of all meetings must be included in the register by the company, which assumes responsibility for maintaining it.

Nominal capital

These are the funds of an enterprise formed through the issue of securities. They are also called authorized or share capital due to the fact that their size is indicated in the organization’s charter. This is the amount invested by the participants to ensure the statutory activities of the company. The amounts of these funds are recorded in the organization’s constituent documents in accordance with current laws. Based on the Civil Code, share capital is the smallest amount of funds guaranteeing solvency to creditors. The law provides for the possibility of increasing nominal capital. This is possible if at least two thirds of the participants vote for such a decision and in compliance with the laws provided for specific cases. As funds in the share capital, property can be contributed both in the form of cash and their equivalents in kind, for example in the form of property. In the case of depositing funds in another form or in the form of property rights, they are assessed using an independent examination.

Charter document of the NAO

When creating a non-public JSC, you must have various papers and completed forms with you. The charter of a non-public joint stock company is a key document. It contains all the information about the organization, it tells about its property, participants and their rights, about the activities of the enterprise being formed, etc. In case of problems and disputes, the Charter will be a supporting document in legal proceedings. Therefore, it must be written in such a way that it does not contain loopholes and flaws that could be used in court against the organization. When drawing up the Charter, it is recommended to study in detail all legislative acts that are in one way or another related to the activities of the organization, or contact lawyers who have experience in this area or specialize in the development of such documents.

Charter document of PJSC

The charter in such enterprises is in many ways similar to a similar document of a non-public joint stock company. Exception - it must state that the organization is open. For example, the procedure for issuing shares, their circulation, listing on stock exchanges is specified, and the policy for paying dividends is prescribed. It may also prescribe the procedure for circulation and issue of other securities, but it must be possible to convert such bills into shares. In general, the Charter of a public joint stock company should be developed even more responsibly than in the case of a NJSC. This is due to the high potential responsibility and obligations to shareholders, which, in fact, can be anyone. This means that the risk of claims from various individuals and legal entities and state representatives in the case of PJSC are much higher. Documentation development requires a responsible approach and the work of specialists.

Authorized capital of NAO

When forming the authorized capital, the supporting legal acts will be the Civil Code of the Russian Federation and Federal Law 208 “On Joint-Stock Companies”.

According to the Civil Code of the Russian Federation, these include organizations whose nominal capital is divided into any number of securities. Members of the company cannot incur losses or liabilities that exceed the value of the securities they own.

In this case, when the authorized capital of a non-public joint stock company is considered, securities cannot be placed publicly. The share of bills belonging to the owner may be limited by the statutory documents. The number of votes that is granted to one holder of securities may also be indicated. In this case, the minimum authorized capital of the joint-stock company must be equal to at least one hundred minimum wages (minimum wages).

Authorized capital of a public joint stock company

In the situation with PJSC, rules similar to the previous case apply. The key acts will be the latest editions of the Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.

The authorized capital of a public company consists of shares acquired by the owners at their original cost at the time of issue. The par value of the securities must be the same. Just like the rights of shareholders, which should be equal. Size authorized capital can either increase or decrease according to the current market situation. This occurs through the issuance of additional securities or through the repurchase of own shares from large investors. The authorized capital must include at least 1000 minimum wages.

PJSC participants

In this case, the participants will be all owners of shares in the company. Any citizen of the Russian Federation who has reached 18 years of age can become a PJSC participant. Shareholders do not bear legal and financial responsibility for the actions of the company, but only have certain rights. For example, they can take part in the general meeting and vote. The only possible losses for security holders are related to the value of shares or dividends.

NAO participants

The procedure for membership in organizations of this type is different from PJSC. Only participants of a non-public joint stock company will be founders. This is due to the peculiarities of regulation of such companies. The founders will also be shareholders, and their bonds do not extend beyond the boundaries of this organization. There cannot be more than fifty participants, otherwise the NJSC must be reorganized into a public joint-stock company.

Reorganization from one form to another

The legislation provides for the possibility of changing one organizational and legal form to another. Using the example of transforming a NJSC into a PJSC, we can highlight the following obligations arising before the organization:

• Increasing the authorized capital to the required minimum (1000 minimum wage).
• Development of documents confirming changes in the rights of shareholders.
• Issue of shares.
• Complete inventory.
• Involvement of an auditor.
• Development of a new charter and related documentation.
• Re-registration in the Unified State Register of Legal Entities.
• Transfer of property to a new legal entity.

Registration: public and non-public joint stock companies

The first step is to choose a legal form, public joint stock company or another type, in accordance with the needs of the organization being created. Next you need to prepare everything Required documents: an agreement between the founders, if there is more than one person, then - documents on the types and types of shares, their value and quantity. Afterwards, a charter is developed, which includes:

• The name of the organization in full and in the form of abbreviations; in the case of a public company, this should be reflected in the name.
• Legal address.
• Number and price of shares at par.
• Types of shares issued.
• Rights of shareholders owning a particular category of shares.
• Cost of authorized capital.
• Procedure for holding various meetings, voting and making decisions.
• The powers and decision-making algorithm of management bodies are in accordance with current legislation.

Now you need to register the society with the local tax authority, in which one - depends on the city and region in which registration is made. It is necessary to fill out and provide all required documents, have them certified by a notary and pay a fee. Registration will be completed within 5 working days. Next, you will have exactly 30 days to issue and register shares, and you will also need to select the company that holds the register of shareholders.

It should be noted that the process of registration and creation of joint stock companies is a very responsible decision. Problems with documentation and various forms can arise even when registering an individual entrepreneur, so you should not save on creating a future organization; if any difficulties arise, it is recommended to contact competent specialists in the tax, legal and financial spheres. The correctly chosen organizational and legal form is the first step towards successful business, and this choice should be made as thoughtfully as possible.

Public and non-public companies as subjects of business law

Federal Law No. 99-FZ, adopted on May 5, 2014, amended the civil law in relation to organizational and legal forms of 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 entities 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 about 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

Minimum amount authorized capital – 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 by default are established according to their shares in the authorized capital, but can be changed if the non-public company has 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.

The concept and characteristics of a public society

Public and non-public societies are organized and operate in accordance with the law.

The activities of organizations are regulated by legal acts and provisions of the Civil Code of the Russian Federation.

The division into public and non-public companies became relevant after the adoption of changes to legislation in 2014.

The main differences between public and non-public companies concern manipulation of shares.

A public company is a form of functioning of a legal entity, which implies the free circulation of company shares on the market. Shareholders, members of the company, have the right to alienate shares that belong to them.

Characteristic features of a public society:

• Shares are traded freely on the market.
• There is no need to open a savings account.
• Before registration, you do not need to deposit funds to form the authorized capital.
• There are no restrictions on the number of shareholders.
• Investment processes are transparent and public.

The governing body of the company is the meeting of shareholders. The meeting can make decisions and regulate the activities of the company within the framework provided by the law.

The competence of the meeting of shareholders includes important issues of the activities of a legal entity. Current management is carried out by the director or directorate, who are the executive branch of the company.

The board of directors also has the right to resolve all issues, with the exception of problems within the competence of the meeting of shareholders.

The audit commission performs the control function.

Feature: members of the board of directors cannot be members of audit commission.

A meeting of the company's shareholders is held annually - the dates must be specified in statutory document organizations.

The concept and characteristics of a non-public company

Non-public company is a form of organization of a legal entity, distinctive feature which is the lack of possibility of free alienation of shares. Shares are distributed only among the founders.

Signs and features of a non-public company:

• Limited number of society members (the number should not exceed 50).
• Capital can be money, securities, property.
• The closed nature of the distribution of shares.
• There is no indication of the public nature of the company in the charter document.
• A restriction on the authorized capital has been introduced - no less than 10,000 rubles.
• Shares cannot be listed on stock exchanges.

The registrar maintains the register of company participants. Shareholder decisions must be confirmed by a registrar or notary.

Features of public and non-public companies

Features of the activities of public and non-public companies are determined by legal norms.

The main law regulating the activities of legal entities is the Civil Code.

Recent changes in legislation concern the organization and features of the work of societies:

• Decisions made by members of the society must necessarily be confirmed by a registrar or notary - thus, the procedure has become more complicated, since before the introduction of such changes confirmation was not mandatory.
• A provision has been introduced requiring an annual audit.
• Liquidation of this legal entity is impossible if the company has not paid all obligations to creditors.
• If a reorganization is carried out, it is necessary to secure all changes in the transfer deed - without this, it is impossible to transfer rights and obligations to the legal successor.
• One organization, by law, can have several directors.
• When registering, do members of the company have to pay? authorized capital, the remaining amount - within a year after the moment of official registration.
• If capital is contributed not by money, but by property, it is necessary to use the services of an independent property appraiser. Capital can be formed by securities.
• Financial responsibility lies with the managers - if necessary, creditors can demand that the manager cover losses.

Charter of the company, list of provisions that may be included in it

The charter of the company is the main document on which the activities of the partnership are based, has a regulatory nature and determines the features of the functioning of the legal entity.

The provisions of the document are accepted by shareholders upon registration of the company.

The document must indicate the norms and rules of internal and external relations of the company.

The Charter contains a general and a special part.

The first contains general provisions of activity and their relationship with the laws of the state.

The special part reflects individual characteristics and signs of the activities of a legal entity, therefore this part cannot be identical for two different companies.

The text of the document must indicate:

• Name of company.
• Address/Metro of registration of the company.
• Type of legal entity.
• Features of the organization's capital.
• Rights of society participants.
• Features and controls.
• Responsibility of participants.

The charter must reflect the specifics of electing the audit commission, holding meetings of shareholders, and paying income on shares.

Concept and functions of a corporate agreement

Corporate agreement (agreement) - characteristic economic society. For the legal field of the Russian Federation, this documentation is an innovation. The purpose of signing a corporate agreement is to fix an agreement on the implementation of certain corporate rights.

The text of the agreement may indicate actions and methods for exercising corporate rights by legal means. Participants of a company who have decided to enter into a corporate agreement must notify the company of which they are members.

A corporate agreement is concluded between members of an organization and represents the interests of this category of participants of a legal entity.

Information presented in the contract is publicly available if we're talking about O public societies. In non-public companies, the information specified in the contract is confidential - this is an important feature of this type of company.

The information specified in the corporate agreement can expand and clarify the provisions of the organization's charter.

The parties to the agreement, by signing this document, can regulate certain aspects of the management of the organization, exercise rights or refuse to exercise them, in certain circumstances.

Participants may, in accordance with the agreement, acquire or alienate shares of the authorized capital. The provisions of the agreement must not contradict the law.

A corporate agreement cannot:

• Force a participant to vote in a certain way;
• Determine or change the structure and features of management of a legal entity;
• Change the competence of functional units of a legal entity, whose functions are defined by the constituent documents;
• Create certain obligations for persons who did not participate in signing the document;
• Disclose the information contained in the document, unless otherwise permitted by law.

The presence of contradictions between the text of the agreement and the charter of the company does not make the agreement invalid.

Also, the validity of the contract is not interrupted if one of the participants withdraws from this agreement and terminates the right of a party to the contract.

If all participants of the company are members of the corporate agreement, a decision that contradicts its provisions may be declared invalid.

An important feature of the document is that it is drawn up in writing and must be signed by the parties to this agreement.

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Types of joint stock companies

Comparison Public and non-public joint stock companies

Doner 12/20/2018 21:24

Good afternoon The main difference is the different placement and circulation of shares. PJSC: all of its securities and shares are offered by public offering and are publicly traded in accordance with applicable securities laws. NAO: operate closed, their shares or securities cannot be placed by public subscription, since they are not publicly traded. Minimum authorized capital PJSC: 100 thousand rubles. NAO: 10 thousand rubles. Differences in controls PJSC: A board of directors (collegial management body) must be assembled, which includes at least 5 members. At the general meeting, only those issues that fall within its competence in accordance with the law are discussed. It is impossible to delegate certain powers to the board of directors general meeting. NAO: it is not necessary to assemble a board of directors. If it is created, it can assume all the functions of the board. The General Meeting is able to independently resolve issues that are not provided for by law. However, it is better to spell this out in the charter in advance. If any issues relate to the competence of the general meeting, they can be referred to the board of directors. Scope of Disclosure PJSC: they must disclose the information completely, plus they do not have the right to hide the content of the corporate agreement. NAO: are not required to disclose information or may provide it incompletely. The importance of confirming the adoption of a certain decision by shareholders, and is it necessary to indicate which shareholders were present? PJSC: information can only be confirmed by the holder of the register, just like the composition of shareholders. NAO: The registry holder can also confirm the information, but his duties can be delegated to a notary. Who usually gives consent to the alienation of a block of shares? PJSC: No one’s consent is needed, and it is also impossible to establish a rule requiring it to 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 to alienate shares. Who has the right to purchase shares? PJSC: shareholders cannot receive any preference to purchase shares. But there are exceptions - this right applies to additionally issued shares, as well as securities convertible into shares. NAO: provides in advance in its own charter the rights of shareholders, incl. for the purchase of shares if they are sold by other shareholders. What is the purpose of limiting the number of shares a particular shareholder owns? Do such shares have a par value, and is the maximum number of votes granted to one shareholder taken into account? PJSC: All of the above restrictions are absent. NAO: Some of the restrictions can be prescribed in the charter, taking into account the decision of the shareholders, which they made unanimously. What determines the name of a joint stock company? PJSC: It is impossible to do without the word “public”; accordingly, the abbreviated name of the company will begin with the word “PJSC”. NAO: The concept of “non-public” is not specified, it is not added anywhere, that is, you can get by with the phrase “JSC”. How is the placement of preferred shares carried out? PJSC: You cannot issue any preferred shares if their price is lower than the price of ordinary shares. NAO: on the contrary, they are able to place preferred shares if their price is less than ordinary shares.

Dubrovina Svetlana Borisovna 21.12.2018 14:31

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I agree with my colleague.

Zakharova Elena Alexandrovna 22.12.2018 10:00

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A new criterion for classifying companies in the Civil Code of the Russian Federation is the criterion of their publicity. According to clause 1 art. 66.3 A public corporation is a joint stock company whose shares and securities convertible into its shares are publicly placed (by open subscription) or publicly traded under the conditions established by securities laws. The rules on public companies also apply to joint stock companies, the charter and company name of which indicate that the company is public. Accordingly, a company that does not meet the above criteria is considered non-public.

Although in law it talks about public companies in general, but in reality we can only talk about applying this classification to joint-stock companies. The literature correctly notes that only joint-stock companies can be subjected to such classification, meaning the establishment of more stringent requirements for the status of public joint-stock companies whose shares are listed on stock exchanges, and whose participants (shareholders) need increased protection from various abuses. But in relation to limited liability companies, it loses its meaning, since LLCs under no circumstances can become public business companies - they have nothing to list on stock exchanges *(23) .

A public joint stock company may, by ceasing the circulation of shares on the market, become non-public and vice versa. Consequently, the adoption by a majority of shareholders at a general meeting of a decision to change the name of a joint-stock company, namely the inclusion of an indication of its public nature, as well as a decision to make appropriate changes to the charter, allows changing the status of this joint-stock company, According to clause 11 art. 3 Law No. 99-FZ, joint-stock companies created before the entry into force of this Law and meeting the characteristics of public joint-stock companies are recognized as public, regardless of the indication. At the same time, joint-stock companies created before September 1, 2014 (the date of entry into force of changes in the Civil Code ) and meeting the characteristics of public joint stock companies ( paragraph 1 of article 66.3 Civil Code of the Russian Federation) are recognized as public joint-stock companies, regardless of the indication in their corporate name that the company is public.

Information about the public status of a joint stock company must be known to all third parties directly from the name of this legal entity. Thus, a public joint-stock company is obliged to submit information about the company’s corporate name, containing an indication of its public status, for inclusion in the Unified State Register of Legal Entities. Also, this status must be reflected in the charter, approved by a decision of the shareholders meeting.

The following characteristics of public societies can be distinguished:

Firstly, the responsibilities for maintaining the register of shareholders of a public company and performing the functions of its counting commission should be assigned to a professional independent organization. The same organization will have to confirm the accuracy of the minutes of general meetings of public joint stock companies.

Secondly, in a public joint stock company the number of shares owned by one shareholder, their total par value, as well as the maximum number of votes granted to one shareholder cannot be limited.

Thirdly, public companies have a public reporting obligation.

As for non-public joint stock companies, their activities are less regulated by law. Yes, according to clause 3 art. 66.3 The Civil Code, by decision of the participants (founders) of a non-public company, adopted unanimously, the following provisions may be included in the company’s charter:

1) on transfer to the collegial management body of the company for consideration ( paragraph 4 of article 65.3) or the collegial executive body of the company on issues referred by law to the competence of the general meeting of participants of the business company, with the exception of issues:

making changes to the charter of a business company, approving the charter in a new edition;

reorganization or liquidation of a business company;

determining the quantitative composition of the collegial management body of the company ( paragraph 4 of article 65.3) and the collegial executive body (if its formation is within the competence of the general meeting of participants of the business company), election of their members and early termination of their powers;

determining the quantity, par value, category (type) of authorized shares and the rights granted by these shares;

increasing the authorized capital of a limited liability company disproportionately to the shares of its participants or by admitting a third party to the membership of such a company;

approval of internal regulations or other internal documents that are not constituent documents ( paragraph 5 of article 52) business company;

2) on assigning the functions of the collegial executive body of the company to the collegial management body of the company ( paragraph 4 of article 65.3) in whole or in part or on refusal to create a collegial executive body, if its functions are carried out by the specified collegial management body;

3) on the transfer to the sole executive body of the company of the functions of the collegial executive body of the company;

4) about the absence of an audit commission in the company or about its creation exclusively in cases provided for by the company’s charter;

5) on a procedure different from the procedure established by laws and other legal acts for convening, preparing and holding general meetings of participants of a business company, making decisions by them, provided that such changes do not deprive its participants of the right to participate in the general meeting of a non-public company and to receive information about it;

6) on requirements that differ from the requirements established by laws and other legal acts for the quantitative composition, procedure for the formation and holding of meetings of the collegial management body of the company ( paragraph 4 of article 65.3) or the collegial executive body of the company;

7) on the procedure for exercising the pre-emptive right to purchase a share or part of a share in the authorized capital of a limited liability company or the pre-emptive right to acquire shares placed by a joint-stock company or securities convertible into its shares, as well as on the maximum share of participation of one participant of a limited liability company in the authorized capital capital of the company;

8) on the assignment to the competence of the general meeting of shareholders of issues not related to it in accordance with this Code or by law about joint stock companies;

9) other provisions in cases provided for by laws on business companies.

The question of the need to divide business companies into public and non-public arose quite a long time ago. In fact, such a division existed before, but it was not legally formalized.

This is due to the fact that the overwhelming number of open joint-stock companies, despite their organizational and legal form, have always been non-public companies in their essence. They did not carry out public subscriptions for securities, and their securities were not traded on exchanges. However, the largest joint stock companies could be classified as public companies, since their shares were publicly subscribed and traded on the stock exchange.

However, due to the fact that at one time, as part of the privatization of state and municipal property, the organizational and legal form of an open joint stock company was essentially imposed on most of them, they were forced to comply with legal requirements for information disclosure, while incurring various types of costs . Many joint stock companies were faced with the threat of penalties for violation or improper fulfillment of these requirements by the regulator. And this despite the fact that the information coming from such joint stock companies into the information field of the securities market was of little interest to its participants, thereby clogging it.

The fundamental difference between public and non-public companies is that mandatory regulation is applied to a greater extent to public companies, excluding freedom of discretion for companies that attract funds from an indefinite number of investors. Whereas in relation to non-public companies GK RF, taking into account the changes made by law N 99-ФЗ, allows for dispositive (permissive) regulation, providing the opportunity to choose one or another option.

There are few public companies in Russia; the vast majority of joint stock companies are non-public. Combined with the predominant organizational and legal form of a limited liability company in Russia (94% of the total number of commercial organizations *(24) ) non-public companies make up the vast majority of legal entities in the business sector. The application of discretionary regulation to all these subjects allows us to draw a conclusion about the liberalization of Russian legislation in the field of entrepreneurial activity.