Joint Stock Company (JSC). Joint stock companies and their types

This is a natural result of objective processes of development and its transformation. At a certain stage, production and technology create all the prerequisites for the emergence of a new form, the basis of which is the voluntary participation of several shareholders. By investing in such an enterprise, shareholders take responsibility for it and become its owners.

Joint stock companies and their types allow you to attract capital from many participants into one organization. At the same time, even persons who, for certain reasons, will not engage in entrepreneurial activity themselves can act as shareholders. The liability of JSC participants is determined by the size of their contribution.

This form of participation in the work of an enterprise makes it applicable in absolutely any area where there is a need to limit the share of responsibility of the participant.

Joint stock company- This is one of the options for the organizational and legal forms of existence of enterprises. Joint-stock companies and their types are created by combining capital (centralization of funds) of different persons, which is carried out by putting up for sale shares that give the right to participate in the activities of the enterprise and make a profit.

According to the definition of the Civil Code of the Russian Federation, joint-stock companies in Russia are those whose shares are divided into shares that certify the rights of participants (shareholders) in the work and property of the enterprise.

Joint stock companies and their types are divided into open and closed. This is reflected in the charter and

Open joint stock companies have the right to alienate their shares without the mandatory consent of all shareholders. A company of this type has the right to carry out an open subscription for issued shares and freely sell them, which is enshrined in the legislation of the Russian Federation. An OJSC can also carry out a closed subscription for its shares, with the exception of cases when such a possibility is limited by the charter of the company or the requirements of certain legal acts of the Russian Federation.

An unlimited number of participants can become shareholders of an OJSC. Such a society is characterized by a serious scale of capital pooling and a large number of owners. The main idea of ​​such a society, which arises even at the time of its creation, is the attraction and concentration of large sums of money (capital) of legal entities, as well as individuals, with the aim of using them in the future and making a profit.

Closed joint stock companies- These are enterprises whose shares can only be distributed among participants. A closed joint-stock company does not have the right to conduct an open subscription for issued shares.

No more than fifty people can participate in a closed society. If there is a need to increase the number of participants beyond the established norm, then the society must transform into an open one within a year. Otherwise, it may be liquidated by the court.

Closed types of joint stock companies provide their participants with priority rights to purchase shares sold by other participants in the same company. If shareholders do not exercise their priority right, then the company itself has the right to buy them out as a matter of priority.

The charter of companies establishes the terms and a certain procedure by which the priority right to purchase shares is exercised. Thus, the period for exercising preemptive rights must be no less than 30 and no more than 60 days after the share is offered for purchase.

Companies whose founders are the Russian Federation, as well as its constituent entities, can only be of an open type.

Joint stock company - a way of organizing large-scale business activities associated with large investments.

IN joint stock company The authorized capital is divided into a certain number of shares. Shareholders i.e. Shareholders have limited liability to the extent of the shares purchased.

Shareholder bears liability for the obligations of the enterprise only in the amount of capital invested in shares. If a company goes bankrupt, the owner of the shares loses only the amount of capital with which he purchased the securities.

Shareholder form ownership is most convenient for shareholders. This explains the fact that joint ownership is currently dominant in the economies of developed countries. It is difficult, and sometimes impossible, to run a large business on the basis of only the personal capital of the entrepreneur.

Share ownership- This a natural result of the process of development and transformation of private property, when at a certain stage of development the scale of production, the level of technology, and the financial organization system create the prerequisites for a fundamentally new form of organization of production based on the voluntary participation of shareholders. The joint stock form allows you to attract capital from many people into one enterprise, even those who themselves cannot, for various reasons, engage in entrepreneurial activity. In addition, limiting liability to the amount of contributed capital, together with its high diversification, makes it possible to invest in very promising, but also high-risk projects, significantly accelerating the implementation of scientific and technological progress. There are many other positive aspects of the joint stock form of ownership, making it truly universal and applicable wherever there is a need and opportunity to limit the extent of the liability of investors.

The last circumstance It is especially important in conditions of an unstable economy, disruption of economic ties, uncertainty about the future, when an unforeseen stoppage of production can lead to huge losses, debts, which may not even be covered by all available property. Rental enterprises, individual entrepreneurs, and general partnerships are exposed to a similar danger. Joint-stock companies make it possible to more quickly use material and human resources and optimally combine the personal and public interests of all participants in social production.

Joint-stock companies, which are the main form of organization of modern large enterprises around the world, represent the most advanced legal mechanism for organizing the economy on the basis of combining the property of individuals, corporations of various types and other bodies.

The main features of this type of society are:

Division of share capital into equal, freely tradable shares;

Limiting the liability of participants for the obligations of the company only by contributions to the capital of the company;

The statutory basis of the association, which allows you to easily change the number of participants and the size of the share capital;

Separation of general management from the management of the enterprise itself, which is concentrated in the hands of a special body - the board (directorate) of the company.

Thus, a joint stock company, uniting all participants on a single legal basis, provides the best form of implementation of collective property, creating interest in the final results of the work. The issue and distribution of shares provides a real opportunity to control and manage business activities on the part of shareholders. On the other hand, issuing shares is a strong and informal way of raising funds for expansion and diversification of production.

Joint stock company - one of the organizational, financial and economic forms of economic entities and economic activities. What are the features (advantages) of joint stock companies?

The first feature of joint stock companies is that they use an effective way to mobilize financial resources, issuing shares in order to start a business (buy land, build an enterprise on it, purchase equipment, raw materials). What sources can you use to start a business? Firstly, at the expense of the personal funds of citizens uniting to create an enterprise. Secondly, through a bank loan, which must be secured with cash or property of the borrower. Thirdly, through the issue of shares. Shares of a given company may be owned by a large number of investors, i.e. You can quickly raise a significant amount of money. Unlike bonds, the money received from the sale of shares is given to the joint stock company for a long period - until the company is liquidated. This is the most preferable, and sometimes the only possible source for starting a business.

The second feature of joint stock companies- dispersion of risk. In the event of a company's bankruptcy, a shareholder risks losing the money he spent on purchasing shares.

The third feature of a joint stock company- participation of shareholders in their management. Changing the charter and the size of the authorized capital, electing governing bodies, approving annual results of operations, reorganizing and liquidating the company is the exclusive compensation of the meeting of shareholders. In this case, shareholder votes are “weighted” by the number of shares.

The fourth feature of a joint stock company- the right of shareholders to receive annual income - dividend. At the same time, the shareholder often does not work at the enterprise whose shares he bought and is not required to attend general meetings of shareholders.

The fifth feature of joint stock companies- additional opportunities for staff incentives. An enterprise can provide its managers and employees with a preemptive right to purchase shares, sell them shares in installments, at a discount, etc. All this attracts citizens and other investors to participate in the joint-stock company.

Open Joint Stock Company (OJSC) - This a company in which the number of participants is not fixed, which carries out open sale of shares among an unlimited number of investors. Its participants can alienate their shares without the consent of other shareholders. The OJSC conducts free sales under the conditions established by law and other legal acts. Shares can be transferred from one person to another without the consent of other shareholders, and can also be freely traded on the financial market. Formally, every person who buys shares in an OJSC becomes its co-owner. In reality, small shareholders do not have any real influence on management decisions made by a joint stock company. Such influence can only be exerted by large shareholders who, at general meetings of the joint-stock company, have a large number of votes - proportional to the amount of shares they hold.

Those who have a controlling stake have a direct influence on management decisions. Formally, a controlling stake, giving its owners the right to manage a joint-stock company, should be over 50% of all issued shares, but in practice, the ability to manage a joint-stock company gives ownership of 15 - 30% of all shares.

It should be noted that in Russia, during the transition period to a market economy, the securities market has not yet developed. Therefore, the shareholders of the OJSC do not have the opportunity to realize the main advantages of the shares - generating income through the growth of the share price on the stock exchange. They are forced to be content with small dividends (and even if there is profit in the enterprise).

Closed Joint Stock Company ( JSC) - involves the sale of shares only to the founders. Does not have the right to conduct an open subscription for issued shares.

Shares can be transferred from one person to another only with the consent of the majority of shareholders.

A closed joint-stock company has a fixed composition of participants and does not have the right to publish data on its annual report and balance sheet.

The authorized capital (AC) determines the minimum amount of property of an OJSC, guaranteeing the interest of its creditors; the law requires that the minimum capital of an OJSC be no less than a thousand times the amount of the minimum wage, and a CJSC - no less than a hundred times the amount of the minimum wage established by federal law on the date state registration of the company.

The authorized capital can be increased either by increasing the par value of the outstanding shares or by placing additional shares. The authorized capital can be reduced by reducing the par value of shares and by purchasing part of the outstanding shares.

Joint stock companies predominate in the sphere of large business.

Producer cooperatives - joint implementation of production and other economic activities; personal labor participation of members; share contributions.

State and municipal enterprises - are based on state property and the property of the city, district, and administrative-territorial entities included in them.

They are converted to unitary enterprises . This is a state or municipal enterprise that is not vested with the right of ownership of property assigned to the owner (property is indivisible and cannot be distributed among deposits). It is based on the right of full economic management or the right of operational management.

The state (municipal) body resolves issues of creation, reorganization, liquidation of the enterprise, goals of activity, approves the charter, part of the profit, but is not responsible for the obligations of the enterprise.

Unitary enterprise owns, uses and disposes of property, can create subsidiaries by transferring part of the property to it.

Unitary enterprise with the right of operational management (federal state enterprise) is created, reorganized and liquidated by decision of the Government of the Russian Federation. It owns and uses property, but disposes of it only with the consent of the owner, who approves the charter and appoints a manager.

The company is liable for its obligations with all its property. However, if it is insufficient, the Russian Federation bears subsidiary responsibility.

In market conditions The main means of regulating civil law relations in the business environment is a contract (contractual obligations) - an agreement between two or more persons.

Formed from contributions (contributions) of its participants; these deposits come to the full disposal (ownership) of the joint-stock company;

The last feature is a distinctive feature of a joint stock company as a legal entity, or as a specific form of existence of a commercial organization.

Issue of shares as a specific feature of a joint stock company

A joint stock company operates as a legal entity that issues shares, and the funds received from this entirely form its authorized capital.

Unlike other legal entities, a joint stock company cannot exist (be registered) without issuing the required number of shares, because one can become a participant only by exchanging a contribution for a share.

At the same time, all funds received from the issue of shares are necessarily accounted for, first of all, as the declared authorized capital. No funds other than proceeds from the sale of shares may be allocated to it.

In this case (depending on the procedure for forming the authorized capital), there may be an excess of proceeds from the sale of shares over the declared authorized capital and their shortfall. In the latter case, it is necessary to reduce the size of the declared authorized capital, the lower limit of which is the minimum established by law.

A legal entity becomes a joint stock company only because it issues shares. Only one type of commercial organization has the right to issue shares by law; any other organization cannot issue shares without adopting the legal form of a joint stock company with all the ensuing consequences for them.

Joint stock company as an organization and as a set of shares

Any organization is an association of some participants, members who exist on their own, regardless of this association. An organization and its participants are a single whole in which both the organization and its participants exist separately from each other.

As an organization, a joint stock company is a legal entity in one of the forms of a commercial organization. It is the unity of the organization and its participants. But this is a unique form of unity, since it simultaneously exists not only as the unity of the organization and its participants, but also as the unity of the organization and the totality of shares issued by it, external to it, since the latter are the property of shareholders, and not of the joint-stock company. A share issued by a joint stock company is the personification of the latter's participant. A participant in a joint stock company is not just an ordinary member of some organization, but a shareholder, i.e. the owner of a share. Only as a share owner can a market participant become a member of a joint stock company and nothing else.

Joint stock company is an organization of market participants, membership in which is determined by the availability of shares issued by this organization.

• as an independent commercial organization, as a separate market participant;
• as the totality of shares issued by it and belonging to its shareholders.

A joint stock company exists in two different but inseparable forms: organization and shares. A joint stock company is both at the same time. When talking about a joint stock company as an organization, one must always remember that it also exists as a collection of shares. When talking about shares, it should be remembered that they were issued by a certain joint stock company.

Externally, a joint stock company is just a type of legal commercial entity, united in the group “economic companies” in Russian legislation. It has its own distinctive features, advantages and disadvantages compared to other commercial organizations, like any other legally permitted form of capital combination.

• business partnerships not only unite capital, but also represent an association of persons who carry out joint activities in this partnership;
• a joint stock company is an association of capital;
• in partnerships, general partners bear joint and several liability for the obligations of the partnership, which is not the case in joint-stock companies.

The main differences between a joint stock company and a limited liability company(hereinafter referred to as simple society). A joint stock company, like a limited liability company (in its most widespread form), has an authorized capital formed from the contributions of its participants, who bear property liability only in the amount of the contribution itself. The main differences between a joint stock company and a simple company are as follows:

• in exchange for the contribution made, the participant receives a security called a share, which can then be freely resold on a special market, different from the usual commodity market - the stock market. The authorized capital of a simple company is divided into contributions of its participants, and in a joint-stock company - into shares;
• the law establishes the minimum size of the authorized capital of a joint-stock company and the number of shareholders, which are at the same time the upper limits for a simple company;
• the procedure and right of withdrawal of a participant in a simple company and a shareholder from the company are different;
• the rights of shareholders owning shares of the same type are the same; additional rights and obligations may be established for individual participants in a simple company;
• in a joint-stock company, the management structure is more complex and more legally regulated by the state than in a simple society.

• a joint stock company is an association of capital, and a cooperative is an association of capital and persons obliged to work in it;
• members of a production cooperative bear subsidiary liability for the obligations of the cooperative, and shareholders - only limited in the amount of the contribution they made (the price of the shares they purchased);
• a member of a production cooperative may be expelled from it for failure to fulfill his duties and other violations of the charter; a joint-stock company does not have the right to deprive a shareholder of his shares under any circumstances.

Advantages of a joint stock company

• unlimited capital pooling process. The joint stock form makes it possible to unite an almost unlimited number of investors and their capital, including small ones. This makes it possible to quickly raise significant funds, expand production and have all the advantages of large-scale production. The law does not establish upper limits on the authorized capital and the number of shareholders of a joint stock company;
• choice by the shareholder of the amount of his own risk. By purchasing this or that number of shares, the shareholder also chooses the level of risk of loss of capital invested in the company that is acceptable to him. Limited risk is manifested in the fact that shareholders are not liable for the company's obligations to its creditors. The property of a joint stock company is completely separate from the property of individual shareholders. In the event of bankruptcy of a joint stock company, shareholders lose only the capital that they invested in its shares. This kind of risk is also inherent in some other commercial organizations, but only in a joint stock company does its member have complete freedom in choosing the level of this type of risk and the opportunity at any time to limit an existing risk or completely get rid of it;
• stability of capital pooling over time. A joint stock company is the most stable form of capital association. The departure of any shareholder or any number from the company does not entail the termination of the company’s activities;
• professionalism of management, due to the separation of ownership of capital from its management. In a joint stock company, not each shareholder manages his own capital, but a team of professional managers manages the combined capital as a single whole;
• the opportunity to freely return the invested capital. The shareholder has the right to sell his shares at any time and return all or part of his contribution;
• the presence of numerous forms of income from owning a share, for example, the opportunity to receive income from a share, income from the resale of a share, income from lending a share, etc.;
• comparative cheapness of borrowed capital. A joint stock company, due to its scale and openness to market participants, has much greater opportunities for mobilizing capital through the issue of debt securities or bank loans at the most favorable interest rates;
• The social prestige of the status of a joint stock company is determined by the economic role and social significance that a joint stock company has in modern society.

The main disadvantages of a joint stock company

• the openness of a joint stock company means the loss of its closedness and privacy. The obligation to publish annual reports, profit and loss statements, report all significant events, etc. makes the joint stock company more vulnerable to its competitors;
• professionalism of management results in the possibility of a conflict of interests between the company's managers and its shareholders; the goal of shareholders is to maximize dividends and increase the capitalization of the company, and one of the possible goals of management is to redistribute the results of the company’s activities in their favor;
• possible loss of control over the company, since the free sale of shares of a joint-stock company may lead to changes in the composition of shareholders that will lead to a change in control over the joint-stock company, etc.

A joint stock company is the largest form of commercial organization. The previously presented classification of commercial organizations essentially reflects their division according to the total amount of capital being combined in inextricable unity with the number of participants in the partnership. Legal practice in limited liability companies (and similar full liability partnerships, production cooperatives), closed joint stock companies, open joint stock companies quite clearly tracks the stages of transition of these quantitative characteristics into qualitative ones. The greatest possible combination of individual capitals and their owners, without any upper limit, is permitted only in open joint-stock companies. In any other commercial organizations, either explicitly or implicitly, there are corresponding restrictions on the number of participants and the size of the authorized capital.

A joint stock company is a legal form of a potentially unlimited association of individual (private) capital.

The relationship between the concepts of joint stock company and shares. The definition of a joint stock company, which is given in the Civil Code of the Russian Federation, is closely related to the concept of a share, which is not given anywhere in this code, and from educational literature and regulatory documents it is difficult to figure out whether the concept of a share is based on the concept of a joint stock company or vice versa.

The concept of a joint stock company and the concept of a share are inextricably linked, but this should not lead to a tautology of their definitions. Only one of these definitions is primary, and the other is correspondingly secondary. A business company takes the form of a joint stock company solely because it issues shares in exchange for contributions from its members.

A joint stock company is an organization (association) of market participants, evidence of membership in which is ownership of a security called a share. Consequently, the type of organization (business company) is a secondary concept, and the share is the primary concept, since it is the share that determines the specific form of the business company.

Commercial organizations and issue of shares. According to the law, no commercial organizations, except joint-stock companies, have the right to issue shares. However, they have the right, subject to certain conditions, to issue any debt securities.

The issue of other types of securities, other than shares, that are representatives of shares (contributions) in the authorized capital of commercial organizations in Russia is not allowed, since this is not permitted under current legislation.

Theoretically, it is possible for such securities to exist, differing from shares, for example, in the method of issue, conditions of circulation on the market, and some other characteristics of interest to market participants. However, such potential types of securities similar to shares must, by their nature, always represent either parts of:

• authorized capital of a commercial organization;
• capital similar to the authorized capital.

Only in these two cases will they be securities similar to shares, and not new types of debt securities.

Establishment of a joint stock company

Creation of a joint stock company as a market participant- This is a relationship between market participants aimed at registering a joint stock company as a new legal entity.

Ways to create joint stock companies. Joint stock companies can be created by incorporation or by reorganization.

Establishment of a joint stock company- this is its creation as a legal entity, not accompanied by a change in the legal status of the market participants creating it.

Founders of the joint stock company- these are market participants whose legal status does not change when a joint stock company is created.

Reorganization (transformation) of market participant(s)- this is the creation of a joint-stock company as a legal entity, accompanied by a simultaneous change in the legal status of all or part of the market participants creating it.

Any market participants, including already existing joint-stock companies, can establish a joint-stock company. The founding process has nothing to do with a change in the legal status of the market participant participating in it, who is therefore called the founder. The founder participates in the creation of a new joint-stock company only with his own capital and at the same time remains the same market participant as he was before participating in the creation of this joint-stock company.

Creation of a joint stock company through reorganization means a change in the legal status of either the joint stock companies from which a new joint stock company is organized, or the transformation of a market participant existing in the form of a non-stock commercial organization into a joint stock company. Relations related to the reorganization of joint stock companies relate to the market for corporate control, and therefore are discussed in the third chapter of the manual.

Methods of establishing joint stock companies

• the founders acquire all the shares of the joint stock company being created;
• founders purchase shares on equal terms with all other market participants;
• the founders purchase part of the shares, and sell the rest of the shares by open subscription.

The procedure for establishing joint stock companies in Russia

In accordance with Russian legislation, the only permitted option is the first of the listed options for establishing a joint stock company. This procedure is established by the Law “On Joint-Stock Companies” and is duplicated by Resolution of the Federal Commission for the Securities Market of the Russian Federation dated September 17, 1996 No. 19 “On approval of Standards for the issue of shares when establishing joint-stock companies, additional shares, bonds and their prospectuses.”

According to Russian legislation, all shares of a joint-stock company upon its establishment must be distributed among its founders in accordance with the agreement on the creation of the joint-stock company. In other words, the first purchasers of shares of a joint stock company being established are its founders.

From an organizational point of view, since the law does not set upper limits on the number of founders, in practice it is quite possible that a small initiative group of individuals carries out all the preparatory work for the creation of a joint-stock company and only at the last stage additional persons are attracted who agree to purchase shares on the proposed terms shares of the company. Formally, both of them are its founders as the persons who are the first to acquire all the shares of the joint-stock company being formed, but in essence the process of organizing a joint-stock company, the contribution of the former is, naturally, much greater. The given example of organizing a joint-stock company is essentially the second option for establishing a joint-stock company, which can also actually be implemented in practice without conflicting with current regulations.

In pre-revolutionary Russia, the establishment of a joint-stock company by distributing shares among its founders was called “inflated foundation.” This was associated with cases of the establishment of joint stock companies for the purpose of enrichment through stock exchange speculation, when shares of the newly created company were sold at an artificially inflated price. Modern securities trading systems practically exclude the possibility for newly created joint-stock companies to enter stock markets. The distribution of shares among a predetermined circle of persons when establishing a company, in the opinion of the legislator, eliminates cases of abuse on the part of the founders.

Founders of the joint stock company

The law does not define who the founders (founder) are, except for the reference to the fact that they can be any legally capable persons.

Types of founders.The founders of a joint stock company can be both citizens and legal entities who made the decision to establish it.

State bodies and local self-government bodies cannot act as founders of the company, unless otherwise established by federal laws. The ban applies to bodies of representative, executive and judicial power. The exception is the federal and territorial bodies for managing state and municipal property. Their participation in the creation of joint stock companies is associated with the privatization of state and municipal enterprises. These government bodies can act as founders of joint stock companies on behalf of the Russian Federation, constituent entities of the Federation or municipalities.

Number of founders.The number of founders of an open joint-stock company is not limited, and in a closed joint-stock company (as well as the number of shareholders) cannot be more than 50.

Sole founder.The founder of a joint stock company can be one individual or legal entity, with the exception of business companies consisting of one person. In accordance with current legislation, such companies cannot act as the sole founders of both open and closed joint-stock companies.

Rights and obligations of founders.The rights that arise for the founders in connection with the formation of a joint stock company characterize the essence of the relationship that arises between the founders and the company. When forming the authorized capital of a joint-stock company, the founders exchange financial and material assets owned by them for rights of obligation, which are certified by the shares received in return. The exclusive right of the founders to purchase shares of the first issue provides them with the opportunity to form the “necessary” management structure of the company and appoint their representatives to the management bodies. Often this allows, at least at first, to use the rights thus obtained in one's own interests. The natural desire of the founders to receive a certain reward for their work in creating a new business should not conflict with the interests of other shareholders and society as a whole. The responsibilities of the founders end with the completion of the process of organizing a joint stock company (its registration). In the future, only the joint stock company bears obligations to its founders as ordinary shareholders.

Main stages of establishing a joint stock company

The process of establishing a joint stock company can be divided into a number of successive stages.

The first stage is the economic feasibility study of the joint stock company being created.. The commercial side of founding requires that you initially “come up with a business.” The founders must clearly understand the direction of the future activities of the joint-stock company, its expected profitability, place in the market, advantages over other market participants, etc. In particular, they should decide on such issues as:

• Is a joint stock company the most preferable form of organization for this business? It must be remembered that the joint-stock form of business organization is most characteristic of large businesses;
• Can the required capital be obtained from other sources and at lower rates?
• how much capital is needed and for what purposes?

The economic side of things typically involves developing what is commonly called a business plan, which must be realistic and attractive to potential investors. Share capital must be valued in such a way as to ensure a quick return to the original shareholders. Based on the needs of capital, the circle of potential founders - shareholders is determined, having received the consent and approval of the latter, you can proceed to the second stage of creating a joint-stock company.

The second stage is the organization of a joint stock company.It is necessary to carry out the following organizational measures when establishing a joint stock company:

Conclusion of the founding agreement, in which the founders assume the corresponding obligations to create a joint-stock company with characteristics defined (agreed upon) by them. This agreement on the creation of a joint-stock company is not a constituent document of a joint-stock company, but is a type of simple partnership agreement between the founders.

If the founder is one person, then in this case he draws up the document “Decision on the establishment of a joint-stock company,” which should determine the size of the authorized capital of the company, categories (types) of shares, the size and procedure for their payment.

The responsibility of the founders of a joint stock company is joint and several and is associated with the obligations to create the company before its state registration. All their obligations have the meaning of private transactions concluded in their own name. Without the right to act on behalf of the company, the founders do not have the right to oblige it with any transactions with them or with third parties. A joint stock company is liable for the obligations of the founders associated with its creation only if their actions are subsequently approved by the general meeting of shareholders.

1. Holding a meeting of founders as a legal registration of the will of the founders. At the meeting, by voting on the principle of unanimity, decisions are made on the establishment of the company, approval of its charter, and valuation of the property contributed by the founders in payment for shares. If a joint stock company is established by one person, the decision on its establishment is made by that person alone. The meeting also forms the management bodies of the company. The election of the management bodies of a joint stock company is carried out by the founders by a three-quarters majority of votes.
2. Formation of the authorized capital of a joint-stock company. The authorized capital of a joint-stock company determines the minimum amount of company property that guarantees the interests of its creditors. The law determines the minimum amount of the company's authorized capital, which must be for an open company no less than a thousand times the minimum wage and no less than a hundred times the minimum wage for a closed company, established by federal law on the date of state registration of the company. At least 50% of the company's shares distributed upon its establishment must be paid for within three months from the date of state registration of the company, the remaining part - within a year after its completion.

The third stage is state registration of the newly formed joint stock company. Any joint stock company is considered created from the moment of its state registration. The registration procedure will be discussed later.

Features of the establishment of certain types of joint stock companies

For some groups of joint stock companies, there is a procedure for their creation that differs from that established by the law “On Joint Stock Companies”. This applies to the following groups of joint stock companies:

• in the field of banking, investment and insurance activities;
• created on the basis of collective farms, state farms and other agricultural enterprises reorganized in accordance with the decree of the President of the Russian Federation “On urgent measures to implement land reform in the RSFSR”;
• created in the process of privatization of state and municipal enterprises;
• workers (national enterprises);
• with the participation of foreign investors.

The procedure for creating the listed groups of joint stock companies is regulated by special legislation. All other issues, except those that determine the procedure for the creation and legal status of a joint-stock company, are regulated by the law of the Russian Federation “On Joint-Stock Companies” and do not depend on its inclusion or non-inclusion in the listed groups.

Liquidation of a joint stock company

The concept of liquidation of a joint stock company. A joint stock company may cease to exist as a given legal entity either by transformation into another legal entity(ies) or by liquidation.

Liquidation of a joint stock company is the termination of its existence as a legal entity (or as a legally independent market participant without the transfer of its rights and obligations to another legal entity, or without legal succession.

Methods for liquidating a joint stock company. A joint stock company can be liquidated voluntarily or forcibly.

Voluntary liquidation of a joint stock company is its liquidation by decision of the general meeting of shareholders (liquidation at the will of the company itself).

Forced liquidation of a joint stock company — this is its liquidation by court decision; in general economic terms, forced liquidation is an expression of the will of the market.

Voluntary liquidation of a joint stock company. The voluntary liquidation of a company is adopted by the general meeting of shareholders with a three-quarters majority vote, unless the charter provides for a higher level of decision-making on liquidation.

The issue of liquidation of the company and the appointment of a liquidation commission is submitted to the decision of the general meeting by the board of directors.

Voluntary liquidation procedure

The procedure for voluntary liquidation of a joint stock company includes the following stages:

• adoption by the general meeting of shareholders, at the proposal of the board of directors, of a decision on the liquidation of the joint-stock company;
• notification of the decision made within three days to the state registration authority, which records that the company is in the process of liquidation. From this moment on, state registration of changes made to the constituent documents of the liquidated company, as well as state registration of legal entities whose founder is the said company, or state registration of legal entities that arise as a result of its reorganization are not allowed;
• in agreement with the state registration body, a liquidation commission is appointed, to which all powers for managing the liquidated joint-stock company are transferred. If one of the shareholders is the state, then the liquidation commission must include its representative;
• The liquidation commission takes measures to identify creditors and collect receivables. After the deadline for submitting creditors' claims has expired, interim and final liquidation balance sheets of the joint-stock company are drawn up, which are approved by the general meeting of shareholders. The interim balance sheet includes all property on the company's balance sheet, with the exception of property that is the subject of a pledge, as well as property that does not belong to the company by right of ownership;
• satisfaction of claims of creditors of the joint-stock company;
• distribution of remaining assets among shareholders.

The order of satisfaction of the claims of creditors of the joint-stock company. Creditors' claims are satisfied in accordance with the priority established by law for all liquidated legal entities. There are five priority groups for creditors:

• demands of citizens to whom the liquidated joint-stock company is liable for causing harm to life and health. This is done by capitalizing the corresponding time payments;
• requirements related to labor relations. Calculations are made for the payment of severance pay and wages to persons working under an employment contract, including contracts, and for the payment of remuneration under copyright agreements;
• claims of creditors for obligations secured by a pledge of property of the liquidated company;
• requirements for mandatory payments to the budget and extra-budgetary funds;
• other requirements.

After completing settlements with creditors, the liquidation commission draws up the final liquidation balance sheet of the joint-stock company.

The order of distribution of the property of a liquidated joint stock company among shareholders. The remaining property, according to the final liquidation balance sheet, is distributed among its shareholders in the following order:

• shareholders who have the right to demand the redemption of shares;
• owners of preferred shares for accrued but not paid dividends;
• holders of ordinary shares.

The property of each subsequent phase is distributed after the previous one has been fully distributed. If there are insufficient funds to fully pay for preferred shares, property is distributed between them proportionally.

Forced liquidation of a joint stock company. The decision on forced liquidation is made by the court. The grounds for a court decision to liquidate a joint stock company may be:

• carrying out activities without proper permission or license. For example, the Bank of Russia has the right to apply to an arbitration court with a claim for liquidation of a credit organization if, within one month from the date of revocation of its license, a liquidation commission has not been created or bankruptcy proceedings are not applied to the organization;
• carrying out activities prohibited by law;
• carrying out activities in other violations of the law or violation of other legal acts. If the violations cannot be considered gross and they are removable in nature, and if there is no evidence of damage to the interests of the company's participants, the court may refuse the claim for liquidation of the joint-stock company;
• recognition by the court as invalid of the registration of a legal entity in connection with violations of the law or other legal acts committed during its creation, if these violations are of an irreparable nature;
• declaring a joint stock company bankrupt by a court. The forced liquidation of a joint stock company in the event of bankruptcy is carried out through bankruptcy proceedings by decision of the arbitration court in accordance with the Law “On Insolvency”.

Documents required to register the liquidation of a joint stock company. For state registration in connection with the voluntary liquidation of a joint stock company, the following documents are submitted to the registration authority:

• an application for state registration of liquidation signed by the applicant in the prescribed form;
• liquidation balance sheet;
• In the event of forced liquidation of a joint stock company when applying bankruptcy proceedings, the following is provided to the registration authority:
• ruling by the arbitration court on the completion of bankruptcy proceedings;
• document confirming payment of state duty.

Registration of liquidation of a joint stock company. Registration of the liquidation of a joint-stock company is carried out by its liquidation commission, which is obliged to notify the registration body of the completion of the liquidation process of the joint-stock company no earlier than two months from the date of publication in the press by the liquidation commission (liquidator) of the publication on the liquidation of the company.

The liquidation of a joint stock company is considered completed, and the joint stock company itself has ceased to exist from the moment the state registration authority makes a corresponding entry in the state register of legal entities.

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

JSC essence

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

Creation of an enterprise

A joint-stock company is an entity based on an agreement on its creation. This document is called an agreement on joint activities aimed at creating a company. It becomes invalid only after registration of the given company as a legal entity. Then another constituent agreement is drawn up - the charter.

The highest management body of a joint-stock company is the general meeting of shareholders. The executive body of such a company can be either collegial (in the form of a board or directorate) or individual (for example, in the person of the general director). If the company has more than 50 shareholders, then a supervisory board must be created.

A company is classified as a subsidiary if it is dependent on a parent company or partnership.

Definition of JSC

A joint stock company is an enterprise whose authorized capital is divided into a certain number of shares. In this case, the founders (shareholders) do not have to be liable for the 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 if the founders do not fully pay for their shares, they must bear joint liability for all obligations of the JSC in terms of the unpaid value of the shares owned by them.

The corporate name of a joint-stock company is a name with a mandatory indication of its shareholder status.

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 shares owned by them without the consent of other shareholders. This JSC conducts an open subscription for shares issued by it. At the same time, this enterprise must publish annual reports every year for public review.
• 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 a joint stock company is the shares distributed among them.

Package of constituent documents

The enterprise in question is created either by several persons or by one citizen. If the founder acquired all the shares of the enterprise, then according to the documents he is recognized 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, the rights of shareholders and the procedure for managing the activities of the joint-stock company.

The founders are characterized by joint liability for those obligations that arose even before its registration. The company is 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 investments of the founders, which are secured by the relevant agreement, which does not apply to the package of constituent documents. This agreement contains information regarding the procedure for shareholders to organize activities to create an enterprise, the amount of the company's authorized capital, and the procedure for their placement.

Essence of authorized capital

The authorized capital is a kind of nutrition for a joint stock company. Let's take a closer look at what this is.
The authorized capital of a joint-stock company is represented by the total nominal value of the enterprise's shares, 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.

If, 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 must register in the prescribed manner a decrease in the amount of the authorized capital. If the size of the authorized capital is assessed below the minimum approved by current legislation, then in this case the enterprise is liquidated.

An increase in the size of a joint stock company may be adopted at a general meeting of shareholders. The mechanism for such an increase is an increase in the nominal value of the share or an additional issue of securities. In this case, one nuance must be taken into account. An increase in the amount of the authorized capital may be allowed after it has been fully paid. In no case can this increase be used to cover losses incurred by the enterprise.

Joint stock company management

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

In a joint stock company where the number of shareholders exceeds 50 people, a board of directors, called the supervisory board, can be created. It is within its competence to resolve issues that cannot be considered at the general meeting of shareholders.

The executive body is the board, directorate, and sometimes simply the director or general director. This body carries out the current management of the enterprise. He 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.

A joint stock company is a fundamentally new form of production organization, created on the basis of the voluntary participation of its members who own a certain part of the total capital of the company. The creation of such economic relations was a natural result obtained in the process of transformation and development of private entrepreneurship.

At a certain stage of its existence, the increased technological level, the organization of the financial sector and the scale of technological processes created the prerequisites for attracting the capital of many individuals into one enterprise who, for various reasons, are not independently engaged in commercial activities. The liability of shareholders in such a merger is limited to the amount of their contribution. This condition, along with a high concentration of capital, makes it possible to make profitable investments not only in promising, but also in risky projects, which significantly accelerates the implementation of the latest developments in the scientific and technical sphere.

A joint stock company is a large enterprise and company. In the production sectors of any country in the world, such associations of capital and corporations are the most perfect mechanism in the economic sphere from a legal point of view.

The main characteristics include:

Division of total capital into shares;

Imposing liability on shareholders for the obligations of the organization only in the amount of the contribution to the authorized capital;

Organization of activities in accordance with the adopted charter, which is the foundation for mobile changes in the size of the total capital and the number of participants;

Concentration of enterprise management in the hands of the directorate (board).

A joint stock company has a number of advantages:

1. The company has a real opportunity to attract funds from shareholders, which will increase its authorized capital and allow it to expand its area of ​​activity.

2. The separation of general management from specific management allows the selection of the most suitable candidates for directors. Shareholders interested in production efficiency take a serious approach to the appointment of management personnel.

3. Each member of the workforce has the right to become a full owner by purchasing a certain share of shares.

4. It is possible to create a network of interested counterparties by purchasing securities of other companies and selling their own.

There are two types - closed and open. The first type of association requires the presence of no more than fifty participants. If this limit is violated, then registration must be made. Closed-form organizations are exempt from the obligation to publish the results of their economic and financial activities. That is why they do not have control over the functioning of the enterprise by external users of information.

An open joint stock company is an organizational form that has the ability to attract large capital. A large number of participants provides the most favorable conditions for investing large enough funds to develop production. Shareholders have the right to sell their share of securities to any buyer at an agreed price. In order to have control over the situation in the company and implement the owner’s policies, it is enough to have a package consisting of fifteen percent of the securities that make up the authorized capital.

A joint stock company is one of the main prerequisites for carrying out economic reforms in the country. The wide distribution and formation of this type of association creates normal conditions for the activities of enterprises. Being a convenient form for transferring state organizations to private ownership, joint stock companies make it possible to effectively control the work of management structures.