Joint-stock company and competence of management bodies

The concept of joint stock company

The concept, procedure for the creation, reorganization, liquidation, as well as the legal status of joint-stock companies (JSC) and the rights and obligations of their shareholders are defined in the Federal law of 26 December 1995 N 208-FZ "on joint-stock companies" (hereinafter: "JSC Law").

In accordance with paragraph 1 of article 2 Of the law on joint-stock company (hereinafter: "JSC") is a commercial organization, the authorized capital of which is divided into a certain number of shares certifying the rights of participants of the company (shareholders) in relation to the company.

Shareholders are not liable for the company's obligations and bear the risk of losses associated with its activities, within the value of their shares.

Public and non-public JSC

Public companies include a joint stock company whose shares and securities convertible into its shares are publicly placed (by open subscription) or publicly traded. Now, the mandatory rule for the JSC was the indication in the Charter and the company name that the company is public. An annual audit is mandatory for the JSC. It is also necessary to have a Supervisory Board of at least 5 members.

The shares of a non-public company may not be placed through an open subscription or placed among an unlimited number of persons.


The order of the JSC

Founders: 

The founders of the JSC can be legal entities and individuals. 

The decision to establish: 

The institution is carried out by the decision of the founders (founder). The decision to establish the company shall be taken by the constituent Assembly. In case of establishment of a company by one person, the decision on its establishment shall be taken by that person alone.

The decision on the establishment of the company is reflected: 
* voting results of the founders;
* decisions they made on the establishment of the company, approval of the Charter of the company, election of the company's management bodies.

Unanimously adopted: 
* decision to establish the company; 
* approval of its Charter;
* approval of monetary valuation of securities, other things or property rights or other rights having monetary value, made by the founder in payment of shares of the company.

By a three-quarter majority: 
* election of the company's management bodies.

In case of establishment of the company by one person, the decision on the establishment shall determine the size of the authorized capital of the company, the category (types) of shares, the size and the order of their payment.

Foundation agreement: 

The founders of a society conclude among themselves the written contract on its creation. 

The contract defines: 
• the order of implementation of joint activities on the establishment of companies;
• the amount of the share capital of the company; 
• the category and type of shares subject to placement among founders, size and order of payment; 
* rights and obligations of the founders to establish the company. 

The agreement on the establishment of the company is not a constituent document of the company.

Charter: 

The Charter is a constituent document. The company's Charter must contain the following information:
* full and abbreviated company brand names;
* location of the company;
• type of society;
* number, par value, categories (ordinary, preferred) of shares and types of preferred shares placed by the company;
* rights of shareholders - owners of shares of each category (type);
• the amount of the share capital of the company;
* the structure and competence of the company's management bodies and the procedure for their decision-making;
* the procedure for preparation and holding of the General meeting of shareholders, including the list of issues, the decision on which is taken by the management bodies of the company by a qualified majority vote or unanimously;
* information about the company's branches and representative offices.

The Charter of the company may establish restrictions on the number of shares owned by one shareholder and their total nominal value, as well as the maximum number of votes granted to one shareholder.

The Charter is subject to registration with the state registration authority (see legal review "Registration of legal entities in Russia"). 

A joint stock company is considered to be established from the moment of entering the relevant entry into the unified state register of legal entities. 


Reorganization of JSC 

The company may be reorganized in the form of merger, merger, division, separation and transformation.

The company is considered to be reorganized from the moment of state registration of newly emerged legal entities.

In case of reorganization of the company in the form of joining another company, the first of them is considered to be reorganized from the moment of entering into the unified state register of legal entities of the record on termination of the activities of the affiliated company.

The JSC is obliged to notify creditors within 30 days from the date of the decision on reorganization. 


Share capital (UK):

The minimum size of the criminal code is 100 000 rubles for a public company and 10 000 rubles for a non-public one.

UK is out of stock. 

Type of shares:

Ordinary (the nominal value of all shares is the same) and preferred (can be of different categories). 

* Ordinary-provides the right to vote, receive dividends and part of the property in liquidation. 
* Privileged-does not give the right to vote (unless otherwise provided by the Charter), a fixed amount of dividend and the amount of property payment (the order of payment in the presence of several categories of other shares). Shareholders shall have the right to vote on matters relating to the payment of dividends and shall have the right to vote on all matters prior to such payment if the dividends have not been paid. 

The increase in the management company is achieved by increasing the nominal value of the share or by issuing additional shares – by the decision of the General meeting of shareholders (decision of the Board of Directors). 

Reduction of the management company is achieved by reducing the nominal value of shares or by purchasing shares from shareholders (the management company should not be reduced to the limit) – by decision of the General meeting of shareholders. The law on JSC provides for the obligation to notify creditors in writing within 30 days from the date of the decision to reduce and publish this information in the publication. Creditors have the right to demand performance of the corresponding obligations within 30 days. 

JSC has the right to place bonds by decision of the Board of Directors (General meeting of shareholders).

The reserve Fund is not less than 5% of the value of the criminal code. It is formed by annual deductions, which can not be less than 5% of the net profit before reaching the amount established in the Charter. 


Placement of shares by the company

At the institution-not less than the nominal value.

The value of additional shares is determined by the Board of Directors at market price. It can also be determined by an independent appraiser. When the company buys out the shares, an independent appraiser is required. 

The conversion of shares into preferred shares must be determined by the Charter. The decision on their placement is made by the General meeting of shareholders. 

Additional shares are placed by subscription (open and closed) and conversion. 

The shareholders of the company (who also voted against) have a pre-emptive right to purchase additional shares and issue securities, convertible into shares, placed by means of open subscription, in the amount proportional to the number of shares of this category (type) belonging to them. 

Dividends

The JSC has the right to make decisions (announce) on payment of dividends on placed shares based on the results of the first quarter, half-year, nine months of the financial year and (or) the results of the financial year.

The General meeting of shareholders shall decide on the payment of annual dividends, the amount of the annual dividend and the form of its payment on shares of each category (type), the amount of annual dividends may not exceed the amount recommended by the Board of Directors (Supervisory Board) of the company.

The company does not pay dividends if:
* no paid-up share capital,
* all shares not redeemed,
* signs of bankruptcy,
* assets less than the amount of the authorized capital.


Shareholder register

The register of shareholders shall contain information on each registered person, number, category and type of shares. The register is maintained by the Registrar. Shareholders are entitled to receive extracts from the register. 

The management bodies of JSC

The General meeting of shareholders (GMS):

OSA is the Supreme body of the society. OSA is collected annually not earlier than 2 months and not later than 6 months. after the end of the financial year, to make the following major decisions:

* election of the Board of Directors and the audit Commission (auditor);
* approval of the annual report;
* on payment of dividends and their amount.

The following decisions are made by a majority of shareholders:
* amendments and additions to the Charter of the company or approval of the Charter of the company in the new edition;
• reorganization of society;
* liquidation of the company, appointment of liquidation Commission and approval of interim and final liquidation balance sheets;
* determination of the number and nominal value of the declared shares;
* acquisition of shares placed by the company.

Issues within the competence of the General meeting of shareholders may not be transferred to the Executive body of the company for decision, and may not be transferred to the decision of the Board of Directors (Supervisory Board) of the company, except for issues provided by the law on JSC.

The notice of the General meeting of shareholders shall be made no later than 20 days, and the notice of the General meeting of shareholders, the agenda of which contains the question of reorganization of the company - no later than 30 days before the date of its holding in writing by registered letter to each shareholder.

ESC Consulting LLC, 2018