What is a joint stock company. Open and closed joint stock companies - what does it mean

Joint-stock company(JSC) is an enterprise whose authorized capital is divided into a certain number of shares. Each of these parts is presented in the form of a security (share). Shareholders (participants of a joint-stock company) should not be liable for the obligations of the enterprise. However, they may incur the risk of losses within the limits of the value of the shares they own.

Essence of AO

A joint stock company is an association that can be either closed or open. Thus, the shares of an open joint-stock company (an open form of a joint-stock company) are transferred to other persons without the consent of the shareholders. And the shares of a CJSC (a closed form of a joint-stock company) can only be distributed among its founders or other persons agreed in advance.

Creation of an enterprise

AO is an entity based on an agreement on its creation. This document is called Represents an agreement on joint activities aimed at creating a society. It becomes invalid only after the registration of the company as a legal entity. Then another memorandum of association is drawn up - the charter.

The supreme management body of the JSC is the general meeting of shareholders. The executive body of such a company can be both collegiate (in the form of a board or directorate) and sole (for example, represented by the general director). If the company has more than 50 shareholders, then a supervisory board must be established.

A company is assigned the status of a subsidiary if it depends on the parent company or partnership.

Definition of AO

A joint stock company is a company that authorized capital subdivided into a number of shares. At the same time, the founders (shareholders) should not be liable for obligations, but they may incur losses in the process of carrying out the activities of the enterprise in the amount of the value of the shares owned by them.

It is also necessary to take into account the fact that in case of incomplete payment by the founders of their shares, they must be jointly and severally liable for all obligations of the JSC in terms of the unpaid value of the shares owned by them.

The company name of a joint-stock company is a name with a mandatory indication of its shareholding.

Types of joint-stock companies

This type of enterprise can be divided into two main types:

• An open joint stock company is a company whose shareholders have the right to alienate the shares they own without the consent of other shareholders. This joint-stock company conducts an open subscription for the shares issued by it. At the same time, this enterprise must publish annual reports for public review every year.
• A closed joint stock company is a company whose shares are subject to distribution among the founders or a certain circle of persons. The authorized capital of JSC is the shares distributed among them.

A package of constituent documents

The enterprise under consideration is created both by several persons and by one citizen. If the founder has acquired all the shares of the enterprise, then according to the documents he passes as one person. The charter of a joint stock company is a document that contains information about the name of the company and its location, about the rights of shareholders and the procedure for managing the activities of the joint stock company.

The founders are jointly and severally liable for those obligations that arose even before its registration. The company is also responsible for the obligations of shareholders that are associated with its creation, subject to the approval of the general meeting of founders.

The Charter is the constituent document that is approved by the shareholders and contains certain information. The property of a joint-stock company is the investment of the founders, which are fixed by the relevant agreement, which does not apply to the package of constituent documents. This agreement contains information regarding the procedure for organizing activities by shareholders to create an enterprise, the size of the authorized capital of the company, and the procedure for their placement.

The essence of the authorized capital

The authorized capital is a kind of food for JSC. Let's take a closer look at what it is.
The authorized capital of a joint-stock company is represented by the total nominal value of the shares of the enterprise, which were acquired by the founders with the determination of the minimum amount of the enterprise's property. At the same time, the interests of all creditors of the company must be guaranteed. The release of the founder from the obligation to pay for shares (even when it comes to offsetting claims) is not allowed. It is necessary to take into account the fact that when creating a JSC, all shares must be distributed among the founders.

In the event that at the end of the year the value of the assets of the joint-stock company is lower than the authorized capital, the company announces and necessarily registers in the prescribed manner the reduction in the amount of the authorized capital. If the size of the authorized capital is estimated below the minimum approved by the current legislation, then in this case the enterprise is liquidated.

An increase in the size of a joint-stock company can be adopted at a general meeting of shareholders. The mechanism of such an increase is an increase in the par value of a share or an additional issue of securities. In this case, one nuance must be taken into account. An increase in the size of the authorized capital may be allowed after its full payment. This increase can in no case be used to cover losses incurred by the enterprise.

Joint stock company management

As mentioned above, the main governing body of a JSC is the general meeting of its founders. Their competence includes resolving issues on the authorized capital of the enterprise, forming a supervisory board and choosing an audit commission, as well as early termination of the powers of these bodies, liquidation or reorganization of the company, as well as approval of annual reports.

In a JSC with more than 50 shareholders, a board of directors, called a supervisory board, may be established. Its competence is to resolve issues that cannot be considered at the general meeting of shareholders.

The executive body is the board, directorate, and sometimes just a director or general director. This body carries out the current management of the enterprise. It is accountable to the general meeting of founders and the supervisory board. By decision of the general meeting, the powers of the executive body are sometimes transferred to another organization or to a separate manager.

Thus, summing up the material presented, one can judge the complex system of functioning of a joint-stock company, the structural elements of which are: the management body, the executive body and ordinary shareholders.

The organizational and legal form in which the authorized capital is divided into a certain number of shares is called a joint-stock company (JSC). Shares are securities issued by a company and placed on the stock exchange. Shareholders of the association have the right to manage the company, receive a share of its profits (dividends), claim property in the event of liquidation of the company. The property liability of securities holders is limited by the size of the deposit. A capable citizen or legal entity, except for civil servants and military personnel, can become the owner of shares.

The history of the emergence of AO

It is generally accepted that the emergence of such a form of a business company as a joint-stock company began with the opening of the Genoa Bank of St. George. The purpose for which this institution was formed was to serve the loans of the state. The bank was founded by a group of creditors who issued cash the state in debt in exchange for the right to receive a share of the profits from the treasury. The presence of the following features indicates that the Bank of Genoa became the prototype joint stock company:

• The capital with which the bank was opened was divided into parts and freely rotated.
• The bank was run by its members, who made the main decisions.
• Participants with shares received interest on them - dividends.

The former types of commonwealths (guilds and maritime partnerships) no longer meet the needs of the participants and protect them. So, at the beginning of the 17th century, the East India Company was formed. It looks even more like a modern AO. The company united existing Dutch organizations that needed new economic opportunities and protection. These firms had certain stakes in the East India Company. Subsequently, they began to be called shares, that is, documents proving the participant's right to own shares. Almost simultaneously, the English version of such a company appears.

Modern joint-stock companies in Russia

The considered form of activity of the organization is suitable for medium and big business. Among companies of this size of business, this type of economic association is popular. A joint-stock company is created for large business open type(JSC, which, after amendments to the Civil Code of the Russian Federation in 2014, became known as a public JSC or PJSC). Among medium-sized companies, one can more often meet closed joint-stock enterprises (CJSC or non-public JSC, which began to be called that way after the same changes in the code).

Examples of non-public joint stock firms (originally called CJSCs) are:

• Thunder, which includes the retail chain of stores "Magnit";
• Katai Pumping Plant;
• Comstar-region;
• Publishing House Kommersant.

Notable companies that are public entities would be:

• Gazprom;
• Lukoil;
• Norilsk Nickel;
• Surgutneftegaz;
• Rosneft;
• Sberbank.

Regulatory and legal framework

The activities of joint-stock companies are regulated by the Civil Code Russian Federation. It contains a definition of the fundamental features of a joint-stock company, the activities of this organizational and legal form. The Code also refers to the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ. This regulation includes all aspects that are important to know about a joint-stock company:

• conditions of creation, operation and liquidation;
• legal status of an economic entity;
• basic rights and obligations of shareholders;
• conditions for protecting the interests of holders of securities.

Types

There are two main types in the classification of joint-stock companies: it is an open and closed company. After the state introduced amendments to the Civil Code (to the articles regulating the activities of this organizational and legal form), open-type associations began to be called public ones. Meanwhile, closed organizations became non-public. The activities of associations have become more regulated, which is manifested, for example, in an increase in the number of audits.

In addition, dependent and subsidiary joint-stock companies are separated. If there is an organization (legal entity) that has more than 20% of the company's shares, then a dependent name is applied to it. A subsidiary company is recognized as such if the main company has a predominant participation in the authorized capital of the company and determines the decisions approved by it. These types of shareholding structures are used when opening corporations.

Features of OJSC and CJSC

There are the following differences between open and closed societies (now public and non-public):

Criteria
Number of participants	One to unlimited	From one to 50 people (after changes in the Civil Code of the Russian Federation, the number is unlimited)
Authorized capital	1,000 minimum wage or 100,000 rubles	100 minimum wage or 10,000 rubles
Share distribution	Between those who wish through a purchase on the exchange	Only between founders
Alienation of shares	Can be freely alienated without the consent of other shareholders (donation, purchase and sale)	Shareholders have a pre-emptive right to purchase when alienating shares
Publication of statements	Must be produced	Not provided

How is it different from other organizational and legal forms

In addition to joint-stock economic associations, there are other forms of activity of a commercial organization. Therefore, we can consider the main differences between joint-stock companies and business partnerships, limited liability companies and production cooperatives:

1. The difference with business partnerships. The main difference between these organizational and legal units will be the nature of the associations. Capitals are combined in joint-stock companies, and individuals are combined in a partnership (individual firm). In addition, the comrades assume full responsibility for the activities of the partnership, they are responsible with all their property. Owners of equity securities bear joint and several liability in proportion to their contribution to the charter capital of the joint-stock company.
2. The difference with a limited liability company (LLC). A similar feature is that members of societies are liable within the limits of their contributions. The sale of shares in an LLC is complicated by the fact that the company has to change the charter due to the appearance of a new founder or an increase in the share in the management company of the old one. In addition to this, the exit from the company occurs through the sale of its shares, the exit with the payment of the cost of the contribution, as in an LLC, is not carried out.
3. Differences from the production cooperative. Everything is extremely simple here. The peculiarity that the participants in a cooperative bear joint responsibility for its obligations brings this form closer to a partnership. In joint-stock companies, the responsibility does not go beyond the investment funds of investors. Persons who are members of the cooperative and violate existing norms will result in exclusion from the firm. The exit of a shareholder from a joint-stock company is exclusively voluntary, carried out through the sale of shares.

Joint stock company as a legal entity

The concept of "joint stock company", considered from two different points of view: the community of the organization, its participants and the organization and its shares. Therefore, this type of organizational and legal form can be called unique. On the one hand, it is an independent organization, a market participant, which conducts commercial activities in accordance with certain rules. On the other hand, this is the totality of all issued equity securities (shares) that were bought by shareholders and began to belong to them.

Distinctive features considered legal form:

• JSC participants are liable, which is limited by the size of their "infusions" into the authorized capital of the company.
• The organization has full independent responsibility to its shareholders for the fulfillment of obligations. This also includes the payment of dividends made on time.
• The entire amount constituting the authorized capital is equally divided by the number of issued shares of the organization. The owners of the shares will be the participants of the joint-stock company, but not the founders.
• The authorized capital of a joint-stock company is collected with the help of contributions from participants. The investments made are immediately at the disposal of the economic enterprise.
• The activity of this form of economic association occurs indefinitely in time. If necessary, conditions regarding time and timing can be specified in the articles of association.
• Since, according to the law, the reporting of such an economic structure as a joint-stock company must be public, it is mandatory to publish an annual report, accounting and financial statements.
• It has the right to form its own representative offices of JSC, branches and affiliated companies. So, it is allowed to create branches even outside of Russia.

Structure and governing bodies

The economic organization under consideration has a three-stage management structure, which implies the presence of all the main governing bodies: the general meeting of shareholders, the board of directors, and the executive body (general director and board). Each such body has its own competences and makes independent decisions within their framework. Thus, the governing structures have the authority to:

• General Meeting of Shareholders. It is the highest governing body of society. With its help, shareholders carry out administration. At the same time, management can be performed only by those shareholders who have securities with the right to vote.
• Board of Directors. It has another name - the supervisory board. The competence of the body includes the administration of the company's activities. The Council organizes the fruitful work of the executive bodies of the organization, determines the development strategy, controls the activities of the bodies of lower levels.
• Executive agency. The Management Board and the General Director (President), who make up the executive body, are responsible for the losses incurred due to the actions they performed. It is possible to have only one form of executive body (director or sole body and board or collegiate body), which should be spelled out in the charter. The CEO may receive remuneration for his work.

Members of the joint-stock company

JSC shareholders are its participants. They become physical and legal entities, state bodies and local self-government bodies do not have such a right. Among the main rights are the receipt of dividends, participation in management and obtaining information about the work of the joint-stock company. The duties are to follow the rules and regulations from internal documents, the implementation of decisions of the governing bodies, the fulfillment of obligations to the economic unit. The shareholder is not responsible for the obligations and debts of the company.

Charter of the enterprise

To register a company, you need to collect a whole package of documents, and only one will be constituent - the charter of the organization. This type of document defines the specifics of the activities of a legal entity, for example, how communication will take place with other market participants, competitors. The charter must comply with a strict structure (you need to draw up the document correctly) and contain:

• company name of the organization (abbreviated is also worth registering);
• legal address;
• rights and obligations of participants;
• information about the authorized capital;
• information relating to the governing bodies.

Authorized capital

The amount of the value of the organization's shares that were acquired by investors is the authorized capital. This is the minimum amount of property, which acts as a guarantee of the interests of the participants in the organization. According to the Federal Law "On Joint Stock Companies", the creation of the organizational and legal form under consideration is possible if there is a minimum amount of the authorized capital. This is a one-time form of creating authorized capital for a legal entity. During the period of direct activity of the company, capital can increase and decrease.

The final amount in the fund, agreed by the founders, is written in the Charter of the organization. It is important that the minimum amount of money constituting the authorized capital is approved by the founders of the legal entity before registration, but the amount is not less than the amount established by law (100,000 rubles for PJSC (OJSC) and 10,000 rubles for JSC (CJSC)). Before registration, you do not need to deposit money into the Criminal Code, it is better to put it in a savings account.

In all countries, three methods of creating such a company are known:

• the founders of a legal entity buy all the shares that the company issues, which can be called personification;
• the founders of a joint-stock company carry out the acquisition of equity securities of the company on an equal basis with other persons appearing on the market;
• the founders acquire only a certain share of the shares, while the rest of the securities are sold on the market on the basis of an open subscription.

Economic justification

It all starts with the birth of an idea, for which an organization is created. Those people who are planning to open their own business should be clearly aware of the goal pursued. It is necessary to determine the goals and objectives of the opening company. The founders must understand why the legal entity will be opened as a joint stock company. If, nevertheless, the choice is made in favor of this form of commercial activity of the organization, it is important to dwell on some type of this business association.

The basic actions that reflect the economic feasibility of establishing a JSC and are carried out before registration include the preparation of a business plan. It is worth spending necessary calculations financial costs and the future budget, which will help determine the size of the authorized capital. In addition, the business plan should reflect the attractiveness of the purchase of shares by the founders or investors, depending on the type of organization.

Conclusion of the memorandum of association

When the decision to establish your own business unit is made, you should proceed to the next steps. So the registration of the memorandum of association is a necessary step in creating a business. This document contains the obligations of the founders on the activities of the JSC, determines the procedure for opening a company, determines the nature of the joint work of the founders. The agreement does not apply to constituent documents, is signed CEO.

Holding a general meeting of founders

To approve the desire of the founders, their general meeting is organized. This event discusses issues related to the creation of a legal entity, the approval of the charter, the assessment of property that the founders contribute to pay for shares. Owners of preferred shares have the right to vote at the meeting. Decisions on issues are made when everyone can vote. In addition, at the meeting bodies are created that will manage the company.

Formation of the Criminal Code

The property of the joint-stock company, which provides investors with their interests, will be the authorized capital of the joint-stock company. It is important that the minimum amount of capital is not lower than the level determined by law. Three months after the date of registration of a joint-stock company with state bodies, the number of unredeemed shares after the issue, divided among the founders, should not exceed 50% of their total number. Three years are then given for the final redemption of these securities.

State registration of the organization

Any emerging legal entity, no matter what legal form it has, must go through a long process of state registration. After this procedure, information about the new company enters the Unified State Register of Legal Entities. The company receives its own identification (TIN) and registration (OGRN) numbers. So, after registration, the organization is considered officially created.

The termination of the existence of the described economic association in the form of a legal entity is liquidation (it can be voluntary and forced). Another way that can be considered liquidation is the closure of the company without transferring the rights to it to another legal entity. If the existence of the company ceases due to transformation into another business entity, then this is not considered liquidation. Company reorganization may follow.

Voluntary

Such liquidation is applied after the adoption of the relevant decision by the general meeting of shareholders:

• A proposal to close a joint-stock company is submitted by the board of directors.
• Approval of the decision on liquidation by the general meeting of shareholders by voting.
• Bringing information about the upcoming completion of the company's activities to the state registration authorities. This information must be transferred within three days after the decision on liquidation is made. After these actions, it is forbidden to make any changes regarding the activities of the JSC.
• The company and the state registration authority appoint a liquidation commission that will manage the company.
• Finding creditors and taking actions to collect receivables. All this is carried out by the liquidation commission.
• Settlement with creditors (possible through the organization of bankruptcy proceedings or the onset of subsidiary liability), drawing up a liquidation balance sheet and redistributing the balance of shares between their owners.
• Making an entry on liquidation in the relevant register of legal entities.

Forced

In contrast to the voluntary form of liquidation of a joint-stock company, forced liquidation is applicable by a court decision. Actions after a positive decision to close a joint-stock company is similar to the steps taken under a voluntary form. This includes the creation of a liquidation commission, the repayment of borrowed funds and the return of debts of debtors, the appearance of an entry in the register of legal entities.

The basis for a compulsory form may be:

• carrying out activities that are prohibited by law;
• conducting activities without a license or in violation of applicable laws and regulations;
• identification of invalid registration of a legal entity, which is proved in court;
• recognition by the court of bankruptcy (insolvency) of a business association.

Advantages and disadvantages

The described organizational and legal form has its advantages and disadvantages. So the benefits of society are:

• The unlimited nature of the merger of capitals. This advantage helps to quickly raise funds for the necessary activities.
• Limited liability. The owner of the shares does not bear full property responsibility for the affairs of the company. The risk is equal to the amount of the deposit.
• Sustainable nature of the activity. For example, when one of the shareholders leaves, the work of the organization continues further.
• Possibility to get your money back. This means that shares can be quickly sold and paid for.
• Freedom of capital. The category is determined by the fact that, if necessary, it is possible to change capital up or down.

For all its advantages, AO has some disadvantages:

• Public reporting. The considered form of management is obliged to publish its statements in information sources, not to hide profit data.
• Frequent audits. The control is annual, which is regulated by the amendments made to the Civil Code of the Russian Federation.
• The likelihood of losing control due to the free sale of shares. Securities that are sold on the market almost unregulated can significantly change the composition of the company's participants. After that, loss of control over the firm is possible.
• Discrepancy and conflict of interests of owners of securities and JSC managers. The conflict may arise due to different desires of the participants: shareholders want to receive as many dividends as possible, increase profitability (the ratio of dividends to the nominal price of the security) and the share price. In a word, they pursue their own enrichment. Officials want to properly manage and distribute the income of the organization in order to preserve it, increase the capitalization of the company.

Video

Principles of classification. It is known that the economic basis of the private sector of the national economy is private ownership of the means of production.

An analysis of reality shows that private property can be realized through different types. In practice, there are many variants of its manifestation, various combinations of a “bundle of property rights”. It is no secret that all this allows the private sector of the national economy to be flexible enough to adapt to changing economic conditions.

As a result, the gradation of the forms of functioning of private enterprises has to be carried out on the basis of the use of different features (see Fig. 5.4).

The use of different signs of gradation of private enterprises leads to the emergence of many systems for their classification. their specific names, or legalshape, private enterprises receive depending on the prevailing national economic conditions, as well as on the terminology used in the legislative framework.

Legal form of the enterprise- a set of legal and economic norms that determine the nature, conditions and methods of

PRINCIPLE OF CLASSIFICATION	FACTORS OF CLASSIFICATION
1. Private property	Individual, group (corporate), etc.
2. Legal entity	With or without formation of a legal entity
3. Nature of work	Own (free) or hired labor
4. Conditions of membership in corporate private property	Open or closed nature of a joint stock company
5. Amount of advanced capital	Small, medium and large scale
6. Founders	Individuals and (or) legal entities
7. The degree of participation of hired personnel in the ownership of the enterprise	Such participation is allowed or not allowed
8. Level of property liability	Full or limited; no responsibility
9. Degree of integration	Complete dependence, relative dependence, independence

Rice. 5.4. Main criteria for classifying private enterprises

would be the formation of legal and economic relations between employees and the owner of the enterprise, between the enterprise and other external economic entities and state authorities (36, p. 77).

To more fully reveal the content of a particular legal form of a private enterprise, the simultaneous use of several signs of classification: in terms of ownership of the means of production and the nature of the labor used (see Figure 5.5).

On fig. 5.5 reproduces the situation when the vertical classification of private enterprises is used as a criterion nature of work(free or hired

	PRIVATE SS	>property
	individual (sole)	group (joint)
Own (free) labor	Individual entrepreneur. Private labor enterprise	Partnership. Cooperative. People's (collective) enterprise
hired labor	Private capitalist enterprise	Companies (LLC, ALC). Joint-stock company. Corporation

Rice. 5.5. Classification of private enterprises on two grounds

labor), and horizontally - degree of centralization private property (individual or group private property). Such a fairly simple approach allows us to distinguish four main forms of private enterprise:

individual entrepreneurship (private labor enterprise);

private capitalist enterprise;

partnership (partnership) or cooperative, collective enterprise;

corporation (joint stock company).

Individual entrepreneur - in a market economy, this is a kind of alternative to wage labor, a special and very worthy way of life, when a person highly appreciates, first of all, free labor, private property and economic freedom, involvement in managerial activities.

An individual entrepreneur carries out commercial activities on the basis of his property, directly manages it and bears full property responsibility. In the real sector of production, this form is revealed as simple commodity production. Here you can highlight:

1) sole proprietorship or individual labor activity (both the owner and the employee);

2) family business (in addition, the labor force of family members is used).

In our conditions, this form of business also includes individual entrepreneurship, when the number of employees does not exceed 3 people.

Individual entrepreneurs (traders) can work with or without the formation of a legal entity. In reality, these are owners of small agricultural farms, small retailers (shops, small shops), as well as entrepreneurs engaged in the service sector (hairdressers, repair shops, consultations), and peasant farms.

The activities of an individual entrepreneur are regulated by law. Usually, in order to engage in certain activities, it is required to obtain an appropriate license. Within the prescribed period, the entrepreneur submits a declaration on the level of income. He is obliged to comply with the regulations governing the quality of products.

An individual entrepreneur conducts business activities, bears property responsibility for the results of management, provides himself with a job, is responsible for his own debts and other financial obligations. All decisions are taken independently.

Working directly with consumers, individual entrepreneurs are well aware of the state of market demand and are able to respond to changing market conditions.

Self-employment and free labor create an incentive for high motivation for economic activity, guarantee the complete safety of material values. Most individual entrepreneurs strive to ensure that their business passes to the heirs. In essence, the individual entrepreneur does not receive a salary and does not appropriate profits. He receives income, from which corresponding expenses are reimbursed in a certain order. A modest income is quite sufficient for those who prefer to work only for themselves.

The disadvantages of this form of business include limited financial resources, insignificant opportunities to obtain a solid bank loan on security, the absence of conditions for large-scale deliveries of products, as well as the entrepreneur’s lack of special knowledge in the field of finance, accounting and analysis, marketing, etc. The entrepreneur becomes a hostage of his own business, is liable for obligations not only with the assets of the enterprise, but also with his personal property and authority. This increases the degree of risk, hinders innovative opportunities.

Private capitalist enterprise. Sole proprietor who uses hired labor force, organizes economic activity (shop, workshop) with the formation of a legal entity, transforms into a private capitalist enterprise.

For such an enterprise, it is characteristic that the means of production, firstly, are privately owned (individual, family); secondly, they are set in motion by hired labor, attracted in significant volumes. At the same time, the functions of enterprise management can be performed not by the owner himself, but by highly qualified hired personnel.

The main goal of such a private enterprise is to ensure cost recovery and profit. Within the private unitary the enterprise is quite allowed to develop a subsystem production co-management, when hired personnel on an equal footing and within clearly defined limits participate in the management of production (for example, in Germany such an order is prescribed by law).

Partnership (partnership). In this case, we are talking about the cooperation of two or more individual entrepreneurs leading a common business and acting as its joint owners (share ownership). Partnership means integration of property and free labor(in Fig. 5.5, see the upper right quadrant), that is, it involves the pooling of capital and joint activities (membership), personal participation in management.

This version of a private enterprise is common among specialists in a particular industry (doctors, lawyers, accountants, auditors). The partnership is

association of entrepreneurs closed type. As a rule, does not lead to the creation of a legal entity. In many cases, only the conclusion of an appropriate contract (agreement) is envisaged. Decision-making on business matters requires unanimous approval. Each partner bears unlimited personal liability for the debts of the enterprise.

The partnership retains the advantages of individual entrepreneurship, reduces the degree of economic risk. In addition, an increase in the volume of attracted capital, the emergence of fresh forces and new ideas, the specialization of partners in the performance of certain functions, a decrease in the psychological burden due to the accepted risk of managing determine Main advantages partnerships.

The disadvantages of partnership usually include unlimited liability, low efficiency in decision-making due to the need to ensure the participation of all partners in the decision-making procedure, and the likelihood of a struggle for leadership.

There are general partnerships and limited partnerships (commandant).

General business partnerships in accordance with the concluded agreement, they conduct entrepreneurial activities on behalf of the formed legal entity (memorandum of association) and are liable for its obligations with all their property (unlimited liability). If a general partnership incurs losses, then their compensation is carried out in accordance with the fact that each of the partners is personally responsible for all the debts of the enterprise, regardless of its share or form of participation in economic activity.

Faith partnerships (commandant) consist of two types of participants: a) full founding members; b) participants-investors of capital. General partners are jointly and severally liable for the obligations of the partnership with all their property, while participants-contributors (complementaries) only within the limits of their contribution to the capital of the enterprise

tiya. They are not directly involved in entrepreneurial activities, but are entitled to income in accordance with the contributed capital. In the event of the liquidation of the partnership, the contributors have a preferential right over the full members to the return of contributions from the property of the partnership.

Faith partnerships make it possible to unite entrepreneurs with capital and carriers of promising ideas.

Cooperative (artel). In modern conditions, there is a need to allocate cooperative- a voluntary association of citizens on the basis of membership, which is created to meet the personal or production needs of its members.

The cooperative is based on personal labor participation and the association of property and monetary share contributions by its members (participants). Shared property of the cooperative is divided into shares, each member of the cooperative retains claims not only to the contributed share, but also to a part of the property of the cooperative.

In accordance with the Declaration of the International Cooperative Alliance (1995), a consumer cooperative is an independent organization of people who have voluntarily united to meet their socio-economic, social and cultural needs through a jointly owned and democratically controlled enterprise. The main components of the ethics of a cooperator are honesty, openness, responsibility and care. The main tasks of the consumer society are the fulfillment of the social mission, the satisfaction of the demand of the population, its socio-economic support.

Among the cooperatives, one should single out a consumer cooperative and an artel - a production cooperative.

Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative. Each member of the cooperative has the right to vote, regardless of the size of the property contribution. The cooperative is managed by a board or council from among its members. The basis of the cooperative is individuals, although in some cases it is allowed

participation and legal entities. A cooperative may use hired labor to perform its statutory tasks.

For instance, consumer cooperation is reduced to the creation of a network of stores in settlements. Consumer cooperatives can be considered a non-profit organization, since the main task is to satisfy the personal needs of its members. At the same time, shareholders bear property liability for the obligations of the cooperative and have the right to distribute the profits received.

A production cooperative, or artel, is created for the joint conduct of economic activities through personal participation on the basis of shared ownership. It is allowed to attract hired labor to perform economic tasks.

Thus, farmers can set up a business or industrial cooperative (artel) for the primary processing of agricultural products (butter factory) or for transportation (export of milk to the city) and implementation products of the cooperative in the city (shop). In this case, the cooperative is engaged in meeting the production needs of its shareholders. The cooperative, guided by economic considerations, can also provide such types of services to other entrepreneurs. The cooperative may be entrusted supply all the same farms with fertilizers, machinery and spare parts, as well as performance of work on plant protection.

Economic companies. The synthesis of group private property and the large-scale use of hired labor leads to the formation of private enterprises such as economic societies.

A business company acts as an enterprise “pooled up”, there is a legal entity that has a charter (memorandum of association), its own name indicating the organizational and legal form. At the same time, the founders of the economic society retain their independence.

Among the business companies are:

limited liability companies;

additional liability companies;

joint-stock companies of open type (corporation);

closed joint-stock companies (corporation). Limited Liability Company -(LLC or

Ltd; GmbH) operates as a private company with share capital

feed, which is responsible for the results of its activities within the authorized capital. In addition, each co-owner is also liable only within the limits of the contributed share.

It functions as a legal entity on the basis of a memorandum of association or charter, reflecting the main provisions of the organization and management of the company. LLC is considered as an association of capital of a limited number of participants (citizens or legal entities), created for the implementation of joint economic activities.

In accordance with the legislation in the Republic of Belarus, 2 or more persons can act as founders of an LLC. The minimum size of the authorized fund of an LLC is 3,000 minimum wages (base units).

The supreme body of the LLC is the meeting of the founders. The General Meeting has the exclusive competence to change the charter, the size of the authorized fund and approve the financial statements. The composition of the founders may change. Unanimity (or a qualified majority) is required when determining, for example, the main directions of the company's activities, amending the charter, etc.

In a limited liability company, management is usually two-level: (1) general meeting - (2) director (executor). A member of a company has the right to assign his share to one or more members of this LLC without the consent of other members. If it is impossible to alienate a third party, the company is obliged to pay the retiring participant the due share or to issue property in kind. The transfer of the share of the founder to his heirs is allowed only with the consent of the other participants in the LLC.

Shares in the charter fund of an LLC are not securities. LLCs are usually small in size.

Additional Liability Company (ALC) - an organizational form of entrepreneurship based on the pooling of capitals of a limited number of participants who assume additional property liability determined by them for the obligations of the company.

V additional liability company participants bear subsidiary liability according to his obligation

with their property, in the same multiple size for all to the value of their contributions, determined by the constituent documents. ALC remains the main debtor for obligations. But if it turns out that its assets are not enough for settlements with creditors, then the founders must additionally assume the balance of the debt in amounts that are multiples of the authorized contribution.

All other characteristics given in relation to LLCs are applicable to ALCs.

Joint Stock Company (JSC)- there is an enterprise (corporation) created by its founders and being in group private ownership.

A joint-stock company may also have state capital, and legal entities and individuals may act as founders. Joint-stock companies use hired labor without limitation.

In some countries, the possibility of creating a joint-stock company by one person, acting in this case as the holder of the entire block of shares (pure S-corporation), is not ruled out. Acquiring the rights of a legal entity, JSC becomes the sole owner of the property. It turns out that shareholders are not owners of property, acting only as owners of shares. In this sense, JSC is not a form of shared ownership.

Historically, the vast majority of joint-stock companies were literally created from scratch It was never forbidden for the founders to make contributions, including h out of cash, i.e. at the expense of useful property (buildings, ships, technological raw materials, and in modern conditions in the form of know-how having a market value, etc.).

But the creation of a joint-stock company has always been accompanied by new strotestimony and construction of new production. In modern conditions, corporatization has already become widespread. existing private and public enterprises.

A joint-stock company (corporation) is, in fact, an immortal economic cell of national production. So, the founders themselves can change continuously, and the JSC will continue to retain all its original details without any problems.

The arising liabilities and debts of the corporation are its own debts. The corporation disposes of its charter and equity capital, concludes contracts on its own behalf.

Let us pay attention to the fact that in a joint-stock company management functions are separated from property. This determines the possibility of conflict of interests of shareholders, managers (managers) and employees.

supreme body management of the joint-stock company is the general openthat meeting shareholders. This is followed by an elected supervisory board headed by the president of the AO, who is responsible control activities of a joint stock company. For these purposes, if necessary, the Supervisory Board has the right to order an independent audit. The executive body of the JSC is the board (management) headed by the chairman.

The right to participate in the management of a joint-stock company and to receive income in the form of a dividend gives promotion- security paper. It should also highlight the right to sell shares and the right to receive information reflecting the state of affairs in the joint-stock company.

Issue and placement of shares are always strictly regulated. The shares do not have a fixed maturity date. In addition to paper media, a share may also be presented as a conditional entry in the relevant register (electronic entry).

A share has a nominal and market value. Denominationnaya the value is indicated on the security itself and is used in accounting. Market the value of a security (share) is defined as a commercial monetary value of the nominal value and acts as market rate stock.

Shares include common and preferred shares.

Ordinary shares give the right to management and to receive income (dividend) depending on the results of the joint-stock company.

Preference shares guarantee a fixed percentage of the invested capital. But they are - headless -

other, since there is no opportunity to participate in the general meeting in voting when making relevant decisions.

controlling stake the number of ordinary shares is called, which gives the participant of the company the opportunity to make all strategic decisions and in this way control the activities of management bodies.

Theoretically, the controlling stake is equal to 50% of their total issue volume plus one common share. In practice, for this it is enough to have 12-15%, and often 2-5% of the shares of the total volume. The fact is that small holders rarely appear at the general meeting of shareholders.

The factor capable of forming a controlling stake is the trust companies and trust departments of reputable banks, which, on behalf of small holders of securities, control the profitability of shares.

In accordance with the legislation in force in the Republic of Belarus, the minimum authorized capital of a joint-stock company is 10,000 minimum wages. The number of founders must be at least 50. For certain types of joint-stock companies (banking, insurance, etc.), higher minimum sizes of the authorized capital are established, and in hard currency. The participation of foreign capital in a joint-stock company is regulated in a special way.

A corporation is most often a synonym for a joint-stock company.

private corporation acts as a small firm (joint stock company), where the majority of the shares are owned by one person, family or closed group of persons (the so-called S-corporation).

Open and closed type of corporation (JSC). It is customary to distinguish between open and closed joint-stock companies.

Joint stock companies open type accumulate the capital of the founders on the basis of free distribution of shares (securities) in the securities market (stock market). JSC has the right to conduct an open subscription for issued own shares and their free sale on the terms established by law and other legal acts.

Participants in an open company have the right to sell their securities (certificates of participation in joint capital) without the consent of other shareholders.

If necessary, a decision can be made on an additional free issue of shares of the enterprise,

which allows you to increase the authorized capital (capital). In the preparation and implementation of such large financial transactions, open joint-stock companies need support from large banks, an institutionalized and attractive national securities market for investors.

Modern economic theory distinguishes two main models for the functioning of an open joint-stock company:

a) continental Model, when the founders seek to concentrate at least 70-80% of the authorized capital of the company. The rest of the securities enter the free market from time to time. In this way, additional money capital is attracted, the market price of shares is determined. Part of the shares is used to secure partnerships with other companies (mutual exchange of shares, etc.),

b) Anglo Saxon Model, where the distribution of only 20-30% of the total block of shares is strictly controlled, and the rest circulates freely on the stock market, is the object of financial transactions.

JSC closed type differs in that its shares during the initial issue are distributed only among a predetermined circle of persons (founders). There is no market price for the shares. When a founder leaves a closed-type joint-stock company, the released shares are redeemed by the remaining members, and in the absence of those willing among the founders, temporarily at the expense of the joint-stock company's own capital (reserve funds, retained earnings, etc.). The share of the founder in a joint-stock company of a closed company is most often made out as an entry on a special account.

It is time to highlight the very important Benefits joint-stock company:

the ability to quickly mobilize a significant amount of money capital, which is important in the implementation of large investment projects;

minimization of the financial risk for the investor by the value of his contribution to the charter fund of the joint stock company;

ensuring the financial stability of a joint-stock company by reducing the dividend rate;

exchange rate (constituent) profit replenishes the reserve fund of the joint-stock company;

the opportunity to involve professional managers in the management of production on a contract basis, to stimulate their work in accordance with the results achieved;

significant democratization (socialization) of property relations, diffusion of property and the development of "people's capitalism".

Democratization of economic relations, ample opportunities for the flow of capital between sectors of the real sector of the economy, the ability to attract additional investment at the right time and other features make it possible to consider joint-stock enterprises as the most promising type of private property. Not by chance joint-stock companies are today the mainforms of organization of large entrepreneurial firms.

Of course, the joint-stock company also has significant limitations. Such congenital ailments include the growing role of technocracy in the management of equity capital, the insignificant influence of small shareholders on the decision-making process and control itself, and the possibility of financial speculation. Therefore, in order to eliminate negative trends and stabilize the joint-stock company, it is necessary to develop and implement special measures.

Other forms of enterprises (organizations) of the private sectorra. Following the main types, intermediate forms of private entrepreneurship should not be discounted. The specific names of such forms of management directly depend on the specific conditions of management, as well as on the legislative framework used.

holding company called a special organization that controls the activities of its member firms through the ownership of controlling stakes. All strategic decisions are made by the management of the holding - the holder of securities. Firms united in one holding company formally retain all the attributes of economic independence. However, the financial aspects of their activities

ness is constantly monitored. Profit is the main criterion for the efficiency of management.

A holding company can be created for various purposes: coordination of joint activities; the overflow of capital into profitable types of production; centralization of management within an industry or territory; redistribution of profits and support for unprofitable enterprises; development of state entrepreneurship.

People's (collective) enterprises as a group owner use only their own labor force.

The analysis shows that people's or collective enterprises (the term was recently used in the name of more than a dozen fairly large Belarusian enterprises) in practice function as closed joint-stock companies. The joint capital is divided into shares and distributed only among the members of the labor collective.

A special option for the development of a private enterprise is the cultivation working property hired personnel, when the integration of labor and capital is ensured. In this case, each employee has his share in the property of the enterprise where he currently works. (programESOP).

The starting point for the development of working ownership is the consent of the private owner to cede a certain share of the property to the hired personnel of the enterprise in terms of its increment. To create working property, a special fund-trust is created. It receives profits exempted by the state from taxes. The entrepreneur is interested in the development of working property, since deductions from profits directed to this fund are used to develop production.

The individual share of the employee in the property of the enterprise is determined taking into account the length of service and the level of salary. The employee is recognized as the full owner of the share only if he has a work experience of 5-7 years. When an employee is dismissed, his share is redeemed at the expense of the same trust fund, remains at the disposal of the entire company for some time and then is again distributed among the personal accounts of employees. Salaries, bonuses and dividends from capital (working property) are the main forms of income for hired personnel.

It is in this version of the development of a private enterprise that small and medium-sized firms, which constantly need additional financial resources, are especially interested.

This model of functioning of a private enterprise has much in common with a national enterprise. It has a positive effect on the formation of the social microclimate and directly supports the development of non-monopolized business in the national economy.

The Civil Code of the Russian Federation in Article 96 (clause 1) defines a joint-stock company as a company whose charter capital is divided into a certain number of shares. Echoing the above, Article 2 of the Law presents us with a somewhat refined definition, according to which a joint-stock company is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company. In fact, these definitions are completely identical, since the indication that a JSC is a commercial organization is directly contained in Art. 50 of the Civil Code of the Russian Federation, which once again indicates that the legislative foundations for the activities of joint-stock companies are formed and developed quite clearly and do not have disagreements between acts in matters of basic concepts and categories.

The legal definition given in the Law makes it possible to single out the main distinguishing features of a joint-stock company as an organizational and legal form of a legal entity, distinguishing it from other types of business entities.

Among these signs, the basic one is that the authorized capital of the company is divided into a certain number of shares. A joint-stock company is essentially an association of capitals; contributions are expressed in the acquisition of securities - shares that give the owner certain rights to participate in the company and the value of which exhausts the property obligations of the company's participants; in essence, the value of a share determines the limits of a shareholder's entrepreneurial risk.

A share is an issuance security that secures the rights of its owner (shareholder) to receive a part of the profit of a joint-stock company in the form of dividends, to participate in the management of a joint-stock company and to a part of the property remaining after its liquidation. A share is a registered security. Each share is associated with a set of obligations of the company to the shareholder. These obligations of the company in practice are transformed into completely specific rights of the shareholder (shareholders), the observance of which he has the right to demand from the company represented by its management bodies.

The division of the authorized capital of the company into a certain number of shares owned by the shareholders does not mean that these shareholders are the owners of the respective parts of its property. According to paragraph 1 of article 66 of the Civil Code of the Russian Federation, property created at the expense of contributions from the founders (participants), as well as produced and acquired by the company in the course of its activities, belongs to it on the basis of ownership rights. Shareholders, in turn, own shares - securities that are not of a real nature, although they give them certain rights. This means that the shareholder is not entitled to demand from the company the return of its shares to the company and the return of the money paid for them, or other compensation. A shareholder may donate or bequeath his shares in established by law okay. Such a limitation of a shareholder's ability to withdraw from among its participants is of great importance for the company: the stability of the authorized capital is guaranteed - the financial basis of the company when changing shareholders.

A joint-stock company as a legal entity is characterized by the following features:

AO is an association of capitals. The basis for the creation of a company is the combination of assets belonging to the founders.

According to the order of formation of the property base, the joint-stock company belongs to corporations, since the property of the participants is combined for the purpose of subsequent business activities.

A joint-stock company can be created and operate within the framework of any form of ownership: state, municipal, private, while the property of the company itself is certainly private. Undoubtedly, joint-stock companies also function within the framework of a mixed form of ownership.

According to the organizational and legal form, as already mentioned, JSCs are among the business entities.

A joint stock company exercises all civil rights and bears the obligations necessary for the implementation of any type of activity not prohibited by federal law. Therefore, the legal capacity of a joint-stock company can be limited only by the imperative norms of the law.

There are two types of joint-stock companies: open (JSC) and closed (CJSC). “Openness” or “closedness” does not determine the peculiarity of the organizational and legal form of the organization, but only refers a particular company to a certain type of the same organizational and legal form - a joint-stock company, which should be reflected in the charter and company name of the company. That is, the division by types is an exclusively internal division. Closed and open joint-stock companies have a number of characterizing features.

— Shareholders can alienate their shares without the consent of other shareholders. Establishing the pre-emptive right of JSC or shareholders to acquire alienated shares is not allowed;

— JSC has the right to conduct an open subscription for shares and their free sale;

— JSC has the right to conduct a closed subscription, if this possibility is not limited by the charter or legal acts of the Russian Federation;

— The number of shareholders is not limited.

— Shareholders and JSCs have a pre-emptive right to acquire shares sold by another shareholder in the manner prescribed by the charter;

— Shares are distributed only among the founders or other predetermined circle of persons;

— The Company is not entitled to conduct an open subscription for shares or otherwise offer them for purchase to an unlimited number of persons;

The number of shareholders is not more than 50. If the number of shareholders of a CJSC exceeds 50 people, it must be transformed into an OJSC within a specified period.

JSC founded by the Russian Federation, or a constituent entity of the Russian Federation, or a municipality (except for state and municipal enterprises) can only be opened.

Some researchers consider the type of closed joint-stock company not entirely justified for creating and participating in economic turnover, and moreover, contradicting the legal essence of a joint-stock company: having an open joint-stock company in normal circulation, capable of attracting an indefinite circle of people into its ranks, due to the free circulation of shares , the need for a closed system is not clear, since the essence of a joint-stock company is to attract investors, and not to distribute shares among a limited number of its shareholders.

Leaving beyond the scope of a detailed consideration of the question of the expediency of the existence of CJSCs in Russia, we only note that the construction of CJSCs is widespread - such joint-stock companies arise not only on the basis of privatized state-owned enterprises (which is primary), but also in ordinary business practice, deriving all the advantages from it. that she provides.

The choice of the type of joint-stock company is determined by the purpose of creating a commercial organization: as Zalessky V.V. rightly pointed out, the ability to have an unlimited number of founders and shareholders in an joint-stock company creates conditions for mobilizing significant capital that ensures the solution of large economic problems. Limiting the number of shareholders of a CJSC brings this form of business companies closer to limited liability companies and creates the advantage of visibility of the personal composition of a JSC, and this can be important both for internal relations in a JSC and for relations with external partners.

Changing the type of JSC is not its reorganization. A closed society can always be transformed into an open one; the reverse transformation is possible only in a limited number of cases.

Krapivin O.M., Vlasov V.I. Commentary on the legislation on joint-stock companies - System GARANT, 2003.

Entrepreneurial Law of the Russian Federation / Ed. ed. E.P. Gubin, P.G. Lakhno. - M .: Jurist, 2003.

Belov V.A., Pestereva E.V. Economic companies. M., 2002.- p.48.

Civil law of Russia. a common part: Course of lectures (responsible editor - O.N. Sadikov). - M. Jurist, 2001. - chapter 7.

Economic (business) law

2. The legal concept of a joint-stock company.

What is a joint-stock company as a subject of the right of entrepreneurial activity? The legal or legal definition of a joint-stock company states: a joint-stock company is a commercial organization whose authorized capital is divided into a certain number of shares that satisfy the obligations of the company's participants (shareholders) in relation to the company (Part 1, Article 2 of the Law "On Joint-Stock Companies").

The doctrinal interpretation of the concept of a modern joint-stock company is reduced to an indication of its signs.

1. A joint stock company can only be a commercial organization. Therefore, the legal structure of a joint-stock company is not applicable to non-profit organizations.

2. A joint stock company is a form of a business company. It is an economic society, but not a public organization. This must be said because there is special legislation on public organizations, movements, foundations and parties; it does not apply to a joint-stock company.

3. A joint-stock company is a business company, the authorized capital of which is divided into a certain number of equal shares, each of which is expressed in a share having an equal nominal value. Shares are an indispensable attribute of a joint-stock company.

4. A joint stock company raises or "creates" capital by issuing and selling shares.

You can meet the judgment that there is a special form of joint-stock ownership. This judgment cannot be considered correct. A joint-stock company can be based on any form of ownership, such as: private ownership, state ownership, cooperative ownership. Even in the last century, it was noted with great authority that the joint-stock form does not change the nature of private property. It seems correct that such a judgment is no less true with respect to monopoly state property. The joint-stock form of ownership in itself does not lead to denationalization, for example, in the case when, under the program of privatization of state and municipal enterprises, the controlling stake, and hence the right to a decisive vote, remains in one form or another with the state. The state, being a subject of law, often acts as a shareholder. According to the Ministry of State Property of the Russian Federation, the state exercises full control over no more than a quarter of joint-stock companies with state shares, and in other companies it acts as a blocking or simple shareholder. (Economy and life. 1998. No. 9.)

Interestingly, this feature is also reflected in the names of joint-stock companies, all shares of which are owned by the state. For example, on the basis of the well-known All-Russian Exhibition Center (the former VDNKh of the USSR), as stated in the Decree of the President of the Russian Federation of June 23, 1992 No. exhibition center (GAO VVTs). This name of the joint-stock company has been preserved to the present day (see: Ros. Gazeta. 2000. Feb. 24).

5. The subject of joint-stock property is the joint-stock company itself as a legal entity. According to economists, a joint-stock company is a subject of collective ownership. Here it should be said that economic concept Collective property is defined quite simply: as the belonging of material goods (property) to a collective, an organized group of people, that is, a collective rather than an individual form of their appropriation. From a legal point of view, collective property as economic category has various legal forms, namely: the right of common ownership and the right of ownership of individual legal entities. In view of this, it is important to establish what is the legal status of the property of a joint-stock company. Attractive (isn't it?) the following statement: "By purchasing shares of the Russian-Asian Bank, you become its co-owner" or: "The real way out to become a co-owner of the Fininvest financial company is to buy shares in this company." Often there are reports in the press that the share capital is the common share property of the shareholders, that the latter should be recognized as co-owners of the property of the joint-stock company. However, this is not the case. The fact is that the ownership of the joint-stock property in its monetary and tangible terms belongs to the company itself as a legal entity. This right is characterized by the fact that the shareholder is not a share owner of the property of the joint-stock property. He owns the share(s) but does not own the property of the joint-stock company. As long as the joint-stock company exists and it is not liquidated, the shareholder cannot demand the allocation of a share from the property of the joint-stock company in kind or in money. He can only sell his shares. Only by selling a share can a shareholder recover the value of the funds invested by him in a joint-stock company.

The misconception about, allegedly, shared ownership in closed joint-stock companies, which gave rise to demands for the allocation of a participant's share from the property of a joint-stock company, has now been dispelled. The Civil Code of the Russian Federation indicates that a closed joint stock company is the owner of its property. Ownership of joint-stock property in its natural (material) terms belongs to the joint-stock company itself as a legal entity, shareholders are only the owners of its value. They do not have the right to demand from the joint-stock company the material assets they have contributed, except in cases of liquidation of this joint-stock company, as well as in very rare cases, provided for in paragraph 1 of Article 75 and Article 80 of the Law on Joint-Stock Companies.

6. In order to become a shareholder, a person must acquire a share or shares. The right to a registered share is finally transferred to the acquirer, provided that the acquirer's rights are taken into account in the register maintenance system.

Shareholders, acquiring shares, thereby contribute capital to the joint-stock company, enter into with it, regarding the capital, not in property, but in obligations. This means that there are no and cannot be property shares in a joint-stock company, but only shares. An obligation arises between the shareholders and the joint-stock company as the sole owner of its property, by virtue of which they acquire the right to participate in the distribution of profits, in the management of the enterprise, as well as the right to part of the property remaining after the liquidation of the joint-stock company (“liquidation balance”), but not acquire ownership of shares in the property.

7. A joint-stock company is an association in which the founders, shareholders, participants are not required to personally work. Therefore, most of them are not involved in entrepreneurial activities.

The principle of a joint-stock company: the one who has invested the most money should receive more of it. This principle is consistent with some people's ideas about how to get rich.

The owner of the share has the only interest - to receive a dividend (part of the company's profit). How this dividend is obtained, he is no longer interested.

Often, shares are purchased not so much for the purpose of receiving future dividends, but for the purpose of investing free capital in the hope of a rapid increase in the stock price of shares and their sale at a price higher than the purchase price.

8. The economic basis of the created joint-stock company is its authorized capital. It is defined as the minimum size of a company's property that guarantees the interests of its creditors.

Until the time when laws on business and joint-stock companies appeared, the minimum amount of the authorized capital was determined by the Regulations on the procedure for state registration of enterprises and entrepreneurs on the territory of the Russian Federation, approved by the Decree of the President of the Russian Federation of July 8, 1994. And now the Law establishes the minimum amount of property that must be be endowed with a joint-stock company to become a subject of law.

When establishing an open joint-stock company, its authorized capital must be at least a thousand times the minimum wage, and a closed joint-stock company - a hundred times the minimum wage.

The law reduced the requirements for the minimum amount of authorized capital for closed joint-stock companies, which were contained in Decree of the President of the Russian Federation of July 8, 1994 No. 1482 (1000 times the minimum monthly wage) to 100 times the minimum wage.

The size of the authorized capital is determined on the date of registration of the joint-stock company. If the size of the authorized capital does not comply with the law, then registration should be refused.

9. All shares of a joint-stock company upon its establishment must be distributed among its founders in accordance with the agreement on the establishment of a joint-stock company. If there is only one founder, all shares must be acquired by this sole founder (see: On approval of share issue standards when establishing joint-stock companies, additional shares, bonds and their issue prospectuses: Decree of the Federal Commission for the Securities Market of September 17, 1996 No. 17). Attracting scattered third-party capital by an already established joint-stock company is mainly carried out by issuing additional shares placed by subscription.

For example, in Rossiyskaya Gazeta dated March 16, 1999, Krasnogorskaya Group Concentrating Plant JSC notifies potential buyers of securities of a secondary issue of ordinary registered uncertificated shares of the company in the amount of 56,244 pieces with payment in cash of 100 percent at the conclusion of a sale and purchase agreement shares. The issue of shares was registered by the Novosibirsk Regional Branch of the Federal Securities Commission of Russia. Potential buyers can familiarize themselves with the Prospectus for the issue of shares and the decision on their issue at the address of the joint-stock company.

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OAO is. Forms of ownership of enterprises. Public corporation

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

Organization types

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

Forms of ownership of enterprises

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

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

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

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

What is JSC

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

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

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

What are JSC shares

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

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

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

Activities

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

Accounting in OJSC

OJSC is commercial organizations. It follows from this that all accounting in such firms is carried out according to the general chart of accounts and rules. The only thing you should pay attention to is the Law “On Joint Stock Companies”. It describes in detail the conduct of activities and accounting in JSC.

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

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

General Meeting of Shareholders

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

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

Enterprise reporting

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

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

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

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

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

Joint stock companies (JSC)

A joint-stock company is a business company, the authorized capital of which is divided into a certain number of shares.

Participants in an open joint stock company may sell or transfer their shares without the consent of other shareholders of this company. In a closed joint-stock company, shares are distributed only among the founders or other predetermined circle of persons.

The main feature of an open joint-stock company is that its property and money capital is formed by open, free sale of its shares. However, when a joint-stock company is established, all its shares must be distributed among the founders.

Shares are sold either in the primary market at face value after they are issued, or in the secondary market through resale at market prices. Joint-stock companies of an open type represent one of the most common and civilized modern forms of organizing a collective business. This form gives a real opportunity to join the property of enterprises to millions of ordinary citizens.

The share certifies the fact that its owner, the shareholder has made a certain contribution to the capital of the joint-stock company. It can be the subject of sale, donation, pledge. In addition, a share can generate income in the form of a share of the profits received by a joint-stock company and gives the right to participate in management.

Large, medium and small enterprises can exist in the form of joint-stock companies. The creation of a JSC usually involves the involvement of a significant number of participants. An open joint stock company can be created by transforming a limited liability company.

Joint-stock companies, both closed and open, are liable for the obligations of the company, incur possible losses, take risks within a limited range, not exceeding the value of their block of shares. At the same time, the company itself is not liable for the property obligations of individual shareholders, accepted by them privately.

It is the joint-stock company that is the sole full owner of the property complex belonging to it, i.e. tangible, informational and intellectual values. Shareholders are the owners of only securities that give them the right to receive a certain share of the company's income in the form of interest, called dividends. In the event of termination of the company's activities, they also have the right to count on the liquidation quota - part of the value of the property being sold. A shareholder does not have a direct real right to his own part of the property of a joint stock company.

Thus, the objects of ownership of the shareholders and the joint-stock company do not coincide. For shareholders, such objects are the value of the capital of a joint-stock company in the form of the monetary value of its share, while the entire society has the right of ownership to the physical, material essence of all values ​​belonging to it. The shareholder has the right to dispose of his share as a security. The property is managed only by the company represented by its representative management bodies.

Of course, the shareholder is able to influence the use of the property complex and its activities in general, participating in the management. This right is exercised primarily due to the fact that an ordinary share (as opposed to a preferred one, which gives the right to a fixed percentage of dividends) provides the opportunity to vote at shareholders' meetings and elect the board. At the same time, the principle of "one share - one vote" is implemented. It is only possible to have a significant impact on the course of events if you have a solid block of shares, preferably a controlling one.

B. Gribov, V. Gryzinov

Feedback

Joint-stock companies are one of the most common and well-studied forms of organizing business activities. JSCs flexibly form capital, you can change its size, monitor capitalization, and so on. The main difference of the form from all the others is the division of capital into parts. Shares are the primary proof of ownership of assets and can be transferred fairly easily. An open joint-stock company can generally sell them to almost any person. The closed type is less common in the business field: the impossibility of free ownership of shares significantly limits its activities.

When is it profitable to create an JSC?

Before opening an open joint-stock company, it is necessary to analyze the company's activities, determine the scale and prospects. If a business needs large investments, entering the international market, a public status is indispensable. Otherwise, it will be impossible to place shares on the stock exchange.

Another argument "for" - collective ownership. If the business does not belong to you entirely, you must register a joint stock company. Important point also in the fact that OJSCs are not limited by the life of the founders, unlike individual entrepreneurs, for example. This is convenient from the point of view of the rationality of time management, since the change of the owner / organizational and legal form requires, in fact, a complete re-registration. It's time, money, paperwork.

Documentation and characteristics of joint-stock companies

To be recognized as a JSC, a company must have capital, which consists of contributions from the founders. They are made by purchasing shares owned by the acquirers, and not by the company itself. All risks are limited by the value of the Central Bank package, and both state residents and foreign legal entities and citizens can be shareholders and founders.

Open Joint Stock Companycharacterized by shareholders who can alienate them to the Central Bank without obtaining the approval/consent of the other owners. Their number is not limited, and there can be no more than 50 founders. The highest governing body in it is the meeting of shareholders. The executive management (directorate) carries out direct activities and management.

Among the basic constituent documentation of a joint-stock company there should be:

• charter in two copies: it indicates the name in all forms (full, short), type, information about shares (number, categories, conversion, availability of preferred securities), structure and rights of shareholders, the procedure for holding meetings, the amount of dividends and capital - these are the main, very complex and voluminous document;
• creation agreement - it is provided to the registering authorities in the original;
• minutes, which is drawn up on the basis of the results of the meeting of owners.

In addition to them in the filed at registration Open joint-stock company the package includes applications, confirmation of payment of the fee (it is received by the Federal Tax Service) and the presence of a legal address. If a transition to simplified tax models is envisaged, an appropriate application must be written. All signatures must be certified by notaries, and if deposits are made in non-monetary form, the participation of a professional appraiser will be required.

The creation of a joint-stock company is associated with various nuances, which are often difficult to predict for people who do not do this all the time. Therefore, the participation of RosCo experts in the process, who know how to properly open an open joint-stock company or a closed joint-stock company, will help to avoid the risk of making a mistake.

Stages of registering an open society

Creating such an enterprise is a complex process. Despite the popularity of OJSCs in the Russian Federation, it is not easy to open them and quite expensive (in comparison with other forms). The company needs a UK in the amount of at least 100,000 rubles, the name (it is important to check it for compliance with the requirements of the law and the specifics of the activity), the legal address. It is necessary to generate annual financial reports.

The process of creating an OJSC requires the intervention of experts who are well versed in the features of the issue of the Central Bank, capital structuring, and the execution of all documents. In the RosCo company, customers will find specialists who have an extensive practical experience, understand the nuances of such work, are always ready to help and advise on issues related to JSC.

Among our services:

• Assistance in choosing the type of activity and obtaining licenses if necessary.
• support in organizational matters: holding a meeting of founders, filing papers with regulatory authorities.
• Consultations and work in the issue of shares.
• Obtaining the seal of an open joint-stock company, creating bank accounts for it, and so on.

The whole work of opening a society can be divided into several steps. At the first stage, a business case is created - a business plan is developed, and the founders receive the approval of potential shareholders. Further public corporation need to go through the formation:

• conclude a memorandum of association;
• to hold a meeting;
• structure the capital and pay 100% of the Central Bank within four months from the date of registration.

After preparing the basic package of papers, you will need to pass it through government agencies. It is carried out by the Federal Tax Service and within 5 days issues certificates (registration and tax statement), the charter and sheet of the Unified State Register of Legal Entities. Next, you will need to make a seal, receive statistical codes and go through the registration procedure at the bank (create an account, confirm signatures) and extra-budgetary funds.