What is the difference between a public joint stock company and an open one? Characteristics of public and non-public companies
IN modern economy In the Russian Federation, there are several forms of activity of business entities. Each enterprise chooses which one to choose to organize its activities. Joint stock companies have a number of features. Such organizations are usually divided into open and closed varieties.
In order not to get confused in concepts, you need to understand the abbreviations. Closed (ZAO) and have a number of organizational differences. The first form of business entities has now been renamed JSC - joint stock company. But what it means is a closed type.
How a JSC differs from an OJSC is a very interesting question. This determines a number of features of the functioning of enterprises. Companies have the opportunity to reorganize the company and create a JSC instead of an OJSC. This may be necessary for a number of reasons. How this happens, as well as why it is needed, should be considered in more detail.
What is a joint stock company?
To understand the difference between a JSC and an OJSC, you need to consider this form economic activity in a general sense. Such an organization is formed by several founders. The authorized capital is formed from a certain number of shares, which are distributed among the owners. They are issued when a company is created. Moreover, the quantity is immediately specified securities, their nominal value. The rules for their distribution indicate the type of organization of the enterprise.
These securities share certain rights with their owners. For the fact that the shareholder contributed a certain amount of his funds to the authorized capital (this is fixed by the share) at the end of the reporting period to receive the corresponding part of the net profit. This remuneration corresponds to the share of the owner of securities in the total This shareholder's income is called dividends.
The owner also has the right to take part in voting in the process of making important decisions for the company, as well as to receive part of the property in the event of its liquidation.
Rights and obligations of shareholders
When studying how a JSC differs from an OJSC, it is necessary to pay attention to the rights and responsibilities of shareholders. They are limited by certain legislative frameworks. Their liability is limited only by the value of the securities.
The risk of loss does not apply to all property of the owners. But if, in the event of bankruptcy of an enterprise, the fault of, for example, a hired director or a certain group of shareholders was established, then they bear increased responsibility. If a company does not have enough funds to pay off its debts, the perpetrators may be subject to subsidiary liability.
Shareholders may also be liable if the authorized capital of the enterprise consists of a certain part of unpaid securities.
All decisions are made at the meeting of shareholders. Voting rights have the same weight as how many shares the founder has. If it has 50%+1 share, it is controlled by one individual or legal entity.
Distinctive Features
A company is organized as a closed joint stock company if the number of shareholders does not exceed 50 people. This form is typical for medium-sized businesses. The difference between a JSC and an OJSC lies primarily in the method of distribution of shares.
In a closed joint-stock company they are purchased by a limited number of persons. The authorized capital in this case is less than 100 times the minimum wage (minimum wage).
In an OJSC the number of shareholders is unlimited. This form of management is characteristic big business. Securities are sold through free sale. Information about the state of the company, its financial activities in this case it is provided publicly.
The shares are freely traded on the stock market. The size of the authorized capital in this case is not less than 1000 minimum wages.
Fundamental differences
The difference between OJSC and JSC is quite significant. First of all, the approach to the sale of shares is fundamentally different. If the JSC decides to sell part of the securities, the consent of all shareholders will be required. Moreover, they have an advantage when purchasing. OJSC sells shares freely, without notifying other participants. Therefore, the number of security holders is not limited.
JSC does not publish its financial statements in the public domain. The JSC is obliged to provide such information openly. This gives everyone the opportunity to evaluate the results of the company’s activities. For this reason, investors are much more likely to provide their temporarily free funds to open-ended organizations. The closed joint-stock company is not expanding to the level of a large business.
State as founder
To understand how a JSC differs from an OJSC, it is necessary to consider the case when part of the shares is owned by the state. The founders of the company can be the governing bodies of the Russian Federation at various levels of subordination.
In this case, the organization can only be an open issue type. Information about the results of the activities of such an enterprise is required to be publicly posted. If part of the shares is owned by subjects of the governing bodies of the Russian Federation, it municipal organizations, the formation of a closed joint stock company is strictly prohibited.
This is another significant difference between the two forms of management presented. The shares are in open sale, are quoted on the stock market.
Reorganization
For certain reasons, it may be necessary to reorganize an OJSC into a JSC. This conversion can also be performed in the opposite direction. In this case, the volume of the authorized capital changes, as well as the rights and obligations of the owners of securities.
If, based on the results of the company’s activities, its authorized capital does not exceed 1000 minimum wages, documents for reorganization should be prepared. This provides a number of benefits to the enterprise. But the reduction of own sources leads to a decrease in production.
This is a negative trend, but with a significant drop in sales volume and the market value of the company's shares, this is a necessary measure to prevent bankruptcy. The reorganization process is taken very seriously. The decision to change the form of business is made at a meeting of shareholders based on the results of the financial statements.
Preparation of documents
In the process of changing the form of business from open to closed joint stock company, no transformation is carried out. An OJSC can only be reorganized into a JSC. If there is a need for this, the board of directors prepares the necessary documentation.
For this purpose, a project is drawn up, which includes a number of mandatory items. The company's management in this document discloses the procedure and conditions of the reorganization. Next, the process of exchanging shares of the old company for deposits and securities is discussed new organization.
Creation of a new society
The circle of persons among whom new securities are distributed does not exceed 50 people. Also compiled full list property that becomes the property of the reorganized joint-stock company.
The meeting of shareholders approves the size of the authorized capital and appoints the managers of the new company.
Further, the state registration authorities establish the fact of termination of existence open society shareholders, and then a new closed organization is created. This will allow the company to operate in accordance with the market share it occupies. During this process, relevant documentation is recorded.
Required Documentation
There is a significant difference between a newly created and a reorganized enterprise. The main document denoting the difference between these two organizational forms of companies is succession. This document represents a transfer act or It depends on the form of the reorganization itself.
Re-registration of an OJSC into a JSC requires the collection of a certain list of documents. If shares are distributed among individuals, it is necessary to provide the commission with copies of passports and identification codes. If the owner of the securities is a legal entity, a copy of its registration documentation will be required.
Next, data on the receipt of funds or property of shareholders is prepared. After this, the type of activity of the company is determined. It is assigned the corresponding OKVED codes. In order to assign a legal address to an organization, it is necessary to provide a lease agreement. If it is not there, representatives of the commission go to the location of the main production capacity enterprises. It is assigned a legal address.
What does the reorganization give?
Changing an OJSC to a JSC entails significant changes for the organization. First of all, the balance sheet currency is significantly reduced. With a decrease in own financial sources the investment rating is falling.
Society will be able to attract fewer credit funds. It has the right not to publicly disclose the results of its activities, but this also repels investors. All ownership of shares is recorded in the Federal Tax Service database. Wanting to sell his securities, the owner notifies the other shareholders in writing of his decision.
If they do not agree to purchase the shares, they can be sold to a new owner. The documentation collected during the creation of the company is subject to change. New data is added to it. This is a longer process.
Having considered how a JSC differs from an OJSC, it is worth noting a number of advantages of each business form. Depending on the volume of business, one or another type of object is chosen. This allows companies to organize their activities most efficiently. In constantly changing market conditions, it is possible to reorganize an OJSC into a JSC and vice versa. In some cases, this is a necessary measure that cannot be avoided.
Hello! If we talk in simple language, a joint stock company is a legal form that is created for the purpose of pooling capital and solving business problems. In this article we will take a closer look at how a PJSC differs from a NAO.
JSC classification
Until 2014 inclusive, all joint-stock companies were divided into two types: closed joint-stock companies (closed) and open joint-stock companies (open). In the fall of 2014, the terminology was abolished, and a division into public and non-public societies began to operate. Let us dwell on this classification in more detail. It is worth considering that these terms are not equivalent; not only the terms themselves have undergone changes, but also their characteristics and essence.
Characteristics of public and non-public companies
Public joint stock companies (abbr. PJSC) create capital through securities (shares), or by transferring fixed assets into securities. The functioning of such companies and their turnover must fully comply with the Federal Law “On the Securities Market” adopted in the Russian Federation.
Also, taking into account all the conditions set by the legislator, publicity must be mentioned in the title.
Non-public companies include companies with limited liability and joint stock companies (JSC).
Let's look at the comparative characteristics using the table below. It clearly presents important criteria for comparative analysis, although this list is not complete.
Table: Comparative characteristics of PJSC and NJSC
|
Indicators for comparative analysis |
||
|
Name |
Availability of the name in Russian, mandatory mention of publicity | Availability of the name in Russian, with the obligatory indication of the form |
|
Minimum allowable amount of authorized capital |
10,000 rub. | |
|
Allowed number of shareholders |
Minimum 1, maximum not limited by law |
Minimum 1, maximum not limited by law |
|
Availability of the right to conduct an open subscription for the placement of shares |
Available |
Absent |
|
Possibility of public circulation of shares and securities |
Maybe |
Does not have such right |
| Presence of a board of directors or supervisory board | Availability is required |
Allowed not to create if there are no more than 50 shareholders |
The main features of public joint stock companies are the following:
- The number of shareholders is not limited;
- Free circulation of shares is allowed.
If we talk about the authorized capital, its size is also determined by federal legislation. The formation of the authorized capital of a PJSC occurs due to the fact that shares are issued for a certain amount of money.
The size of the authorized capital in this case is a value that can vary, decrease or, conversely, increase. This depends, first of all, on how the shares are redeemed. As can be seen from the table above, the size of the authorized capital is 100,000 rubles.
As practice shows, control by inspection authorities is stricter than in other cases. This is explained, first of all, by the fact that all the statutory documents indicate that this company is as open as possible to third parties. That is, it is absolutely clear that citizens can purchase company shares. Accordingly, supervisory authorities require maximum transparency and accessibility of all data.
For more complete information on this issue, you should refer to the Civil Legislation of the Russian Federation.
Statutory documents
The main document for a PJSC is the charter. As a rule, it reflects all the provisions governing the activities of the organization, and also records information about openness.
The charter describes in detail all procedures for issuing shares, and also contains information on the calculation and procedure for paying dividends.
Availability of property fund and shares
PJSC property funds are formed primarily through the turnover of the organization’s shares. At the same time, the net profit that will be received during the organization’s activities can be included in the property fund. The law does not prohibit this.
PJSC governing bodies
The main body for carrying out management activities in a PJSC is the general meeting of shareholders. It is usually held once a year and is initiated by the board of directors. If such a need arises, the meeting can be held on the initiative of audit commission, or based on the results of the audit.
It often happens that a PJSC issues a large number of its shares on the market, and then the number of shareholders can number more than one hundred people. Gathering them all at one time in one place is an impossible task.
There are two ways to solve this problem:
- The number of shares whose owners can participate in the meeting is limited;
- Discussions are conducted remotely, using the method of sending out questionnaires.
The meeting of shareholders makes all important decisions on the activities of the PJSC and plans events for the development of the company in the future. The rest of the time, management responsibilities are performed by the board of directors. Let us explain in more detail what kind of control body this is.
IN large companies the number of members of the board of directors can reach 12 people.
Forms of management activity
Formed on the basis of the legislation of European countries. Usually this is:
- Meeting of all shareholders;
- Board of Directors;
- General Director in a single person;
- Control and Audit Commission.
As for the types of activities, it can be anything that is not prohibited by the law of our state. There can be only one main activity.
Some types of activities require licensing, which can be obtained after the PJSC has completed the registration procedure.
The legislation of the Russian Federation requires all PJSCs to post the results of annual reporting on the official websites of the companies. In addition, the results of operations for the year are checked for compliance with reality by auditors.
Currently non-public are JSC (joint stock companies) and LLC. The main requirements that legislation imposes on NAO are as follows:
- The minimum amount of authorized capital is 10,000 rubles;
- There is no indication of publicity in the title;
- The shares must not be offered for sale or listed on stock exchanges.
Important fact: the non-public nature of the organization implies greater freedom in the implementation of management activities. Such companies are not required to post information about their activities in publicly available sources, etc.
Statutory documents
The charter is the main document. It contains all the information about the organization, information about ownership, and so on. If legal problems arise, this document can be used in court.
Therefore, the charter must be written in such a way that all kinds of loopholes and flaws are completely excluded. When the bylaws are being drafted, careful consideration should be given to regulatory documents, or seek advice from specialists who have experience in developing documentation of this type.
In addition to the charter, an agreement called a corporate agreement can be concluded between the founders. Let's take a closer look at the analysis of this document.
A corporate agreement can be called a kind of innovation, which stipulates the following points:
- All parties to the treaty must vote equally;
- The total price for shares owned by all shareholders is established.
But this agreement implies one clear limitation: shareholders are not obliged to always agree with the position of the management bodies on any issues. By and large, this is a gentleman's agreement translated into legal terms. If the corporate agreement is violated, this is a reason to invalidate the decisions of the shareholders’ meeting.
Let us note that the participants of a non-profit joint-stock company can be its founders, who are also its shareholders. This is due to the fact that the shares cannot be distributed beyond these individuals.
The number of shareholders is also limited; it cannot exceed 50 people. If their number is more than 50, the company must be re-registered.
Governance bodies of the Nenets Autonomous Okrug
In order to manage a non-public joint stock company, a general meeting of shareholders of the company is held. All decisions made at the meeting are certified by a notary, and they can also be certified by the person who heads the counting commission.
Property of the Nenets Autonomous Okrug
After independent assessment can be contributed to the authorized capital as an investment.
NAO shares
- Not addressed publicly;
- Publication by open subscription is not possible.
If we talk about types of activities, then everything that is not prohibited is permitted. That is, if the legislation of the Russian Federation does not prohibit a specific type of activity, it can be carried out.
In general, the essence of NAO is that these are companies that simply do not issue shares to the market; these are closed joint-stock companies that practically existed before the adoption of the new law, but still, this is not the same thing.
There is no obligation to post the results of financial statements for the year for the NAO. Such data is usually of interest only to shareholders or investors, and in this case they are the founders, who already have access to all the necessary information.
Under definition business entities includes public and non-public organizations that carry out commercial activities, in which the authorized capital represents shares. The property fund is created from contributions made by the founders.
Business companies are also classified into public and non-public.
Ability to move from one form to another
The law does not prohibit changing one organizational form to another. For example, it is quite acceptable to transform a non-profit joint-stock company into a PJSC. What actions need to be taken for this:
- Increase the size of the authorized capital to 1000 minimum wages;
- Develop documentation that will confirm that the rights of shareholders have changed;
- Conduct an inventory of the property fund;
- Conduct inspections with the involvement of auditors;
- Develop an updated version of the charter and all related documentation;
- Carry out the re-registration procedure;
- Transfer the property to the newly formed legal entity. face.
As a result of the legislative reforms carried out, many changes have occurred in corporate law. Traditional concepts have been replaced by new ones.
Although all the changes took place back in 2014, in some cities you can still see signs with familiar CJSC or LLC. But all new organizations are registered exclusively as public, or non-public companies.
Conclusion
The creation and registration of a joint stock company is a process that requires attention and responsibility. Problems of various nature arise even in the process, so you shouldn’t save on your future company, and if you have any doubts, you should contact qualified specialists.
Implement right choice- this is the first step along a long road to achieving success in, so you need to make a decision carefully, having thought through everything to the smallest detail.
More and more new organizations are appearing in the modern economic market. They have different forms of ownership, engage in unique types of activities and are subject to certain taxation regimes.
Types of organizations
There are many legal and individuals who are engaged in conducting business activities in Russia. These are individual entrepreneurs, LLCs, OJSCs, CJSCs and many others. All of these businesses are different from each other, but there are also similarities. According to certain criteria, the type of organization is selected, which continues to operate throughout the entire stage of the company’s activities. But in this article we will talk specifically about OJSC. This is a certain type of organization with its own regulations, rules and reporting.
Forms of enterprise ownership
As mentioned earlier, organizations come in different types: OJSC, CJSC, LLC, individual entrepreneurs, partnerships, private entrepreneurs and many others. These are all called forms of ownership. But due to the fact that this article discusses JSC specifically, let’s talk about it.
OJSC is the most strictly regulated form of ownership. There are a lot of requirements for such organizations, but they also have their advantages. They consist in the fact that the company can produce its own shares and sell them. And here it doesn’t matter to whom anymore. This can be either one of the founders of the company or any other investor who wants to become a shareholder. Shares are purchased at the highest price (whoever pays the most becomes their owner). In this way, it is possible to increase the investment of participants in the company's activities.
However, there are also disadvantages. Unlike all of the above forms, society participants are fully responsible to the organization. This means that if the company makes a profit, it can be distributed among the shareholders, but if a loss occurs, then all participants bear 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 OJSC
So, let's figure out what an open joint stock company is. An OJSC is an organization created by several participants (shareholders) who have invested their cash 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 does not matter whether 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 form of ownership will be a joint stock company.
Next, you need to find out what kind of enterprise the enterprise will be: open or closed. The difference is that in a closed joint stock company the shareholders are exclusively the founders of the company, while in an open joint stock company the shareholders can be any individuals or legal entities, regardless of whether they are the founders or not.
What are JSC shares
As mentioned earlier, the authorized capital of an OJSC consists of shares of the company’s founders. However, not all people understand the meaning of the word “share”. So, a share is an issue-grade security that is provided to a person or company in exchange for a sum of money contributed to the initial capital of a new organization.
There are two types of shares: ordinary and preferred. The difference between them is that the owner of a preferred share has a guarantee of stable income from the company's activities and the initial receipt of dividends when they are distributed. However, regardless of the type of share, a participant in 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 that shows the importance of who owns it.
Types of 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; it does not affect further development. Only the taxation regime depends on the type of work selected. And an OJSC is an organization that can be in any regime; the legislation of the Russian Federation does not impose restrictions on this matter.
Accounting in JSC
JSC is commercial organizations. It follows from this that all accounting in such companies is carried out according to overall plan 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 OJSC.
So, in order for the company to start operating, it is necessary to draw up the company’s accounting policies 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 income are accounted for in certain accounts, as described in the 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.
A double entry is made: one amount is indicated in the debit of one account and the credit of another. Balance sheets, etc. are compiled. At the end of the year, financial statements, consisting of 5 forms.
General Meeting of Shareholders
At the beginning of the new calendar year, a meeting of all founders of the company is held. This is called the annual meeting of shareholders. After the end of the financial year, all members of society gather in the company to clarify problems in the organization. At one table, all people review the company’s statements, sign them, identify inaccuracies, pros and cons of the past year. Also at this meeting a decision is made on the distribution of profits. However, in order for meetings to take place, before the end of the calendar year, a list of issues that must be considered by shareholders is compiled and all participants are notified about them. Afterwards the consent or refusal of the founders must be received. If someone refuses, the meeting may be rescheduled to another date. This is the only way to gather all shareholders.
However, participants can meet more often. This is called an unscheduled meeting. At such events, issues that cannot be left for later are addressed. An unscheduled meeting must be convened either by the director of the company or certain of its founders who are involved in the conduct of activities.
Enterprise reporting
And finally, it is necessary to say about the reporting of the JSC. 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 an enterprise begins with the closure of the company's accounts. This is done according to the accounting rules. Next, the reporting itself is generated, which is mandatory for all organizations. However, the OJSC prepares complete reports, without abbreviations or omissions. Distinctive feature JSC reporting is that it is submitted quarterly. But it is necessary to draw it up once 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 the next 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 record keeping and tracking errors, if any. Only after this the reporting is considered complete.
But even in this form it cannot be handed over. It is necessary to convene an annual meeting of shareholders and submit reports to JSC named after. Society members must sign it. Only after this can reports be submitted to the tax authority at the place of registration.
And a few words about the publication of reports. JSCs are required to publish it on their website. Otherwise, a fine will be imposed on the organization. Five reporting forms must be posted on the Internet along with the auditor's report.
Public Joint Stock Company: An Overview of the Term
Briefly: Public joint stock company is one of the key concepts of the new classification of business companies. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.
The concept of “public joint-stock company (PJSC)” is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes a form of organization of a public company whose shareholders have the right to alienate their shares. Its main differences are
The definition of “public” means that this type The JSC must adhere to a policy of more complete disclosure of information compared to non-public disclosure. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).
The structure of PJSC can be represented as follows (see Fig. 1)
Fig.1. Structure using the example of PJSC "United Aircraft Corporation"
To understand the features of the creation and activities of a PJSC, let’s compare it with other types of joint stock companies and consider examples of existing organizations with this form of ownership.
Public or open?
Since in regulations There are several concepts that are close to each other in meaning; even among corporate law specialists, debates about their legal interpretation continue. Many questions concern the differences between “new” PJSC and “old” OJSC. At first glance, “only the name has changed,” but this is not so (see Table 1)
- Disclosure of information about activities was mandatory
- It was necessary to include information about the sole shareholder in the charter and publish them
- They can apply to the Central Bank for exemption from disclosure
- It is enough to enter information into the Unified State Register of Legal Entities
Advantage for purchasing shares and securities
It was possible to reflect in the charter the advantage of purchasing free shares by existing shareholders and security holders
Maintaining a register, having a counting commission
It was allowed to maintain the register of shareholders on their own
The register is maintained by third-party organizations that have a license for this type of activity; the registrar is independent
A board of directors was required if the number of shareholders exceeded 50 people
It is mandatory to form a collegial body of at least 5 members
Thus, although the changes related to public joint stock companies do not seem fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.
Public or non-public?
From the point of view of a non-specialist, a public joint-stock company in its own words is a former OJSC, and a non-public company is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business entities to organizations of different legal status:
- A characteristic feature of a PJSC is an open list of prospective buyers of shares, while a non-public joint stock company (NAC) does not have the right to sell its shares through public trading
- The law requires PJSCs to have a clear gradation of issues falling within the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and carry out other reforms in the activities of governing bodies
- Decisions made by the general meeting and the status of participants in the PJSC need to be confirmed by a representative of the registrar company. The NAO may contact a notary on this issue
- A non-public joint stock company has the right to include in the charter or corporate agreement a clause stating that, in relation to other interested parties, priority in purchasing shares remains with existing shareholders. While for PJSC this is unacceptable
- All corporate agreements concluded in a PJSC must undergo a disclosure procedure. For the NAO, notification that the agreement has been concluded is sufficient, and its contents can be declared confidential
- All procedures for the repurchase and circulation of securities, which are provided for in Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.
How to re-register an OJSC into a PJSC?
The renaming procedure is carried out by replacing words in the name of the organization. Next, the charter should be revised, especially as it relates to the board of directors and the rights to benefits when purchasing shares, and brought into compliance with the provisions of the legislation on public joint-stock companies.
The Civil Code states that the rules on public companies are applicable only to joint-stock companies whose charter and corporate name directly indicate that they are public. These rules do not apply to other legal entities.
The most famous PJSCs in Russia
The largest representatives of this form of ownership regularly top the rankings of the richest organizations in the country and the world. Here are a few legal entities included in the TOP-10 RBC rating for 2015:
Gazprom is the leader in terms of revenue and capitalization rates in Russia (see Fig. 2)
Fig.2. Financial indicators Gazprom
Fig.3. Financial indicators of Rosneft
Fig.4 Financial indicators of Sberbank of Russia
moneymakerfactory.ru
What is the difference between a PJSC and an OJSC
Among the variety of existing organizational and legal forms of legal entities, the name “Open Joint Stock Company” differed from others in that it was the most understandable. “Joint stock company” - means that the participants of this association are shareholders of this enterprise, which they bought or otherwise acquired ownership of. “Open” as opposed to “closed” means that these shares can be publicly traded, i.e. be sold on exchanges or assigned to any person who wishes to buy them.
The law came into force on September 1, 2014 Russian Federation No. 99-FZ dated 05/05/14, which introduced changes to the Civil Code, in particular to the names and contents of certain legal forms property.
The name PJSC - Public Joint Stock Company - was assigned by the above-mentioned law to the same OJSC. The legislator simply excluded the concept of “open” (OJSC) and “closed” (CJSC) joint stock company. This means that a PJSC differs from an OJSC in that it is, in fact, a new name for the same association of shareholders. JSCs will exist for a short time until changes are made to their charter. Next they must decide and become “public”. The law introduces the concept of “public” and “non-public”. “Public” implies the same free circulation of shares and bonds of a given company. The new organizational and legal form, after all, differs slightly from that of an OJSC. The legislator puts forward certain additional requirements to PJSC. So what is the difference between a PJSC and an OJSC?
The new law adopted amendments that increased the requirements for the regulation of certain aspects of the activities of PJSCs, in contrast to OJSCs.
In addition to the fact that the characteristics of a PJSC are the open placement of shares and bonds and their admission to exchange trading, the company must also justify the name “public”. What does it mean? PJSCs will pursue a more open information policy: hold shareholder meetings more often, allow inspections, i.e. make “public” decisions. Before the adoption of the new law, a legal entity with the organizational and legal form of an OJSC was required to hire a lawyer or legal organization to support its activities. Now it will be necessary to use the services of special registrars to maintain a register of shares; decisions of shareholder meetings will have to be certified by a notary or registrar. The requirements for auditing are also increasing.
On at the moment there is a lot in economics organizational forms for carrying out business activities. Very often there are two abbreviations OJSC and PJSC. Many people believe that these are the same thing. However, there are some differences that help to understand how a PJSC differs from an OJSC. Let's try to understand these definitions.
An open joint stock company is an organizational form that generates capital by issuing shares. It is a security that allows you to determine the contribution of each participant in the creation of the company, as well as the share of the profit received. It's called dividend. Shares are issued for free sale on the securities market. They, in turn, also determine income and losses. What else are shares needed for?
Shareholders can freely dispose of these shares, for example, donate, sell, etc. Shares can be sold to third parties. All information about the activities of such enterprises should be known to a wide circle of the population. OJSC differs in that before registering the company, you do not have to contribute the entire authorized capital.
The founding capital cannot be less than a thousand minimum wages; the number of shareholders is not limited to a certain figure.
An OJSC can carry out activities not prohibited by law in various areas. Typically, a shareholders meeting is held once a year. To manage its activities, the company hires a director or several directors. They create a so-called collegial body.
The concept of a closed joint stock company
A closed joint stock company is one of the most common forms of business. Typically, this form is chosen when the participants are related by family ties.
The founding capital of such organizations should not be less than one hundred minimum wages, and the number of participants should not be more than 50. The state is not required to exercise unnecessary control over the activities of such a company. CJSC has its own characteristics:
- shares belong to the founders;
- no one has the right to transfer shares to third parties;
- CJSCs may not publish annual reports;
- All activities are carried out in a mode closed to the public.
What is the difference between a PJSC and an OJSC?
Having examined the two most popular forms of entrepreneurial activity, we can directly move on to the concept of PJSC.
Since September 1, 2014, a law has been in force in Russia that has made certain changes to the Civil Code. He touched upon the content and name of organizational forms and forms of ownership. Now the name PJSC (public joint stock company) has been assigned to the OJSC. OJSCs will still exist for some time, then they are required to re-register as PJSC. ZAO therefore means Non-Public Joint Stock Company.
Despite the name change, public joint-stock companies also underwent some changes. You should not think that OJSC and PJSC are the same thing. So, what is the difference between a PJSC and an OJSC?
— one of the characteristics of a PJSC is the free placement of bonds and shares, as well as their admission to trading on stock exchanges;
— PJSCs have a more transparent policy for carrying out their activities - there is an obligation to publish lists of shareholders and reports, organize meetings of participants more often and arrange inspections. Activities become more open. This is the main point that shows how a PJSC differs from an OJSC;
— now, in order to accompany business activities, there is no need to hire a lawyer or contact special law firms; the enterprise will turn to the services of registrars. They will maintain the register of shares and also certify shareholders' meetings;
— audit requirements are being strengthened.
These are the main points that determine how a PJSC differs from an OJSC. This decision and the entry into force of the law help to increase the transparency of companies’ activities and also prevent raider takeovers.
finansovyjgid.ru
What is a PJSC instead of an OJSC? What is the difference and why is it renamed?
In 2014, serious improvements were introduced regarding the activities of enterprises. Very often in means mass media the question began to be asked: “What is a PJSC instead of an OJSC?” In this article we will try to answer it, as well as consider the related innovations.
Changes since September 2014
Since September 2014, amendments to the Civil Code of the Russian Federation have been adopted. They introduced innovations in names, as well as some adjustments to the functioning of various forms of ownership. The question most often asked in entrepreneurship is: “What is a PJSC instead of an OJSC?”
The introduction of these changes is associated with the abolition of OJSC and CJSC, namely, a change in their names, that is, the concept of closed and open joint-stock companies has been abolished.
Instead, there will now be public and non-public societies. In essence, these will be the same associations of shareholders, but some aspects of their work will still change. 
So, according to the Civil Code of the Russian Federation, the following organizations will operate on the territory of the Russian Federation:
Public.
Non-public.
Non-public companies, in turn, will be divided into:
Joint-stock companies (abbreviated name AT).
Limited liability companies (short name LLC).
That is, the essence of the enterprise will remain the same, but the name will need to be changed.
The essence of the changes
Let’s try to answer the question: “What is a PJSC instead of an OJSC?”
After the renaming, the activities of joint stock companies should become more open. In essence, it turns out that public societies will have to live up to their name. 
Previously, for the normal functioning of an OJSC or CJSC company, it was enough to place its shares and bonds on exchange trading and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be maintained by a special registrar.
Moreover, all meetings held by the enterprise should become more public. Mandatory notarization of all decisions made is also established. Certification of documents by a registrar is also allowed.
Also significant changes noticeable in the need for an annual audit. Previously, it was established only for JSCs, but now all joint-stock companies without exception are subject to mandatory annual audits.
What is an OJSC?
An open joint-stock company, or as they used to say, an open joint-stock company, is an enterprise whose fixed capital was formed through the issue of corresponding shares and bonds. Before January 1, 1995, such enterprises were called “open joint stock companies.” 
At the legislative level, the publicity of such a society was already determined, that is, all information about it should have been available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. An example is OJSC Sberbank (now PJSC Sberbank).
To manage this company, a director or even several directors were hired, who, in turn, formed a board of directors.
The OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory of the Russian Federation.
Why PJSC instead of JSC?
PJSC (the decoding sounds like a public joint stock company) is a company whose shares must be publicly placed on the securities market.
In turn, this change (renaming OJSC to PJSC) imposed a number of obligations on the companies. A public joint stock company in the Unified State Register of Legal Entities must contain information that it is public.
From now on, open joint-stock companies have the right to exist, but they must amend their charter, submit minutes of the shareholders’ meeting, as well as statements in the approved form to the registration authority.
After such changes are made, the activities of the former JSC will be slightly adjusted, as they will become public.
Such enterprises as Sberbank PJSC, Gazprom PJSC, and VTB PJSC have already made the corresponding changes to their charter documents. 
The clients of these organizations have no significant reasons for concern, because in essence, these are the same enterprises, with the same activities, only they have changed their name, in accordance with the norms of the current Civil Code of the Russian Federation.
Differences between PJSC and OJSC
Basic PJSC differences from JSC are defined as follows:
1. Shareholders can be both ordinary citizens and enterprises of any form of ownership.
2. The number of shareholders is not limited.
3. Shares may be transferred to third parties without the consent of other shareholders. Right of first refusal is not permitted.
4. Reporting must be published.
5. Decisions made in a PJSC must be certified by notaries or registrars.
6. Annual audit. This rule is established for all joint stock companies without exception. 
The main difference between OJSC and PJSC is their name. Existing JSCs must undergo a re-registration procedure, although no clear time frame has been established for this.
If enterprises, for one reason or another, do not make the appropriate changes to their charter, from September 1, 2014, the provisions of the current Civil Code of the Russian Federation, regulating the activities of PJSC (interpretation - public joint-stock company), apply to them. 
How to make changes?
In order to undergo state registration, in accordance with the changes that have entered into force, the tax authority must provide:
1. Application in form P 13001.
2. Minutes of the general meeting of shareholders.
3. Charter in new edition in the amount of two pieces.
There is no need to pay a state fee. After the documents are submitted to the registration authority, after 5 working days it makes a decision on registration or sends a reasoned refusal. Such documents can be submitted either by the head of the enterprise or by a person with a power of attorney.
After the corresponding changes are registered, the renamed OJSC to PJSC will need to perform the following operations:
1. Change the corresponding name in all seals and stamps of the enterprise.
2. Notify all banking institutions about the change and re-register accounts.
3. Notify all your counterparties about the changes that have occurred.
4. Change your name in all publicly available sources.
Additional innovations
1. An enterprise may have two or more directors. They can work both jointly and separately, but the powers of each of them must be specified in the company’s charter. But chief accountant however, there is still only one left.
2. The innovation affected the contribution to the authorized capital. Now the involvement of an independent appraiser is required. This is mandatory for joint stock companies.
Answering the question: “What is a PJSC instead of an OJSC?”, we can say that this is practically the same enterprise, only renamed. OJSC is an open joint-stock company, PJSC is a public joint-stock company. The main activities carried out by the OJSC remained the same, however, significant changes were made in some areas that were mandatory.
The process of government reform also affected the sphere of joint-stock organizations. Back in 2014, closed and open joint-stock companies were liquidated. Now at the legislative level there are public and non-public companies. The difference between these forms is rooted in the way the company's shares are distributed. If shares are placed on the stock exchange and access to them is open to a wide range of people, then this is a public company. If not, then the company is non-public.
Legislative changes were indeed necessary primarily for normal legal regulation work of societies. But, as often happens, the question arises: “PJSC – what kind of organization is this?”
As mentioned earlier, the amendments came into effect in September 2014. From now on, previously valid abbreviations such as LLC are no longer valid. Instead of them, PJSC (public joint stock company), JSC and LLC organizations can now operate on the market.
Previously, before the amendments were made, the activities of both large and small companies were regulated according to a single scheme. Before the changes took effect, the management of each organization, regardless of the number of its shareholders, had to create councils, hire people to serve as auditors who would control the actions of this management and protect shareholders. Moreover, such a scheme was mandatory, even if only two people owned the company’s shares. Obviously, such a scheme was incomplete. Changes in legislation have corrected this problem.
Differences between PJSC and OJSC
The most significant difference between these two forms lies in the more stringent requirements that a public society must meet. This is due to the fact that public joint stock companies have a large number of investors, whose interests must be protected at the legal level. You can find out more specifically how a PJSC differs from an OJSC from the following table:
Algorithm of actions for creating a PJSC
In order to create a public joint stock company it is necessary:
- Create an economically sound business plan;
- Organize a PJSC. Such a decision must be made individually or through the constituent assembly. After the decision is made, a written agreement is concluded;
- Conclude a founding agreement. With its help, the company’s activities will be regulated;
- Register with the state. In this case, you will have to pay a state fee. Registration allows a company to operate legally.
To register, you must provide a package of documents. It looks like this:
- Statement;
- Charter of the company in two copies;
- Foundation Agreement;
- Documents of a legal entity;
- A receipt confirming payment of the state duty.
The organization of a public joint stock company is impossible without the provision of all these documents.
Registration of shares and opening of a PJSC branch
The procedure for registering shares is a separate nuance. In order to do this, the founder must prepare a package of additional documents with which it will be possible to legitimize the shares being issued. These documents must be submitted no later than one month from the date of registration of the company. It is worth noting that if the founder does not have time to do this within the given period, then he faces a fine of up to seven hundred thousand rubles. An increase in the authorized capital, an additional issue of shares, reorganization - these are also cases in which you will also have to go through this procedure.
In addition, it is important to take into account that in accordance with the legislation of the Russian Federation, a joint-stock company has the right to create both a representative office and a branch. Both can act independently.
Distinctive features of public joint stock companies
- There are no restrictions on the number of persons who can own shares;
- The sale of shares is not limited and occurs on the open market;
- The formation of the authorized capital occurs through the issue of shares. Its minimum amount is one hundred thousand rubles;
- Until the company is registered, funds may not be contributed to the authorized capital;
- Important information regarding the work of the society can be found in the public domain;
- Responsible for its obligations with its property.
The company is managed by shareholders through the use of a tool such as general fees. The current work of the company is controlled by the executive body - the general director, board, directorate. The executive body is required to report on the company's activities to its directors. The board of directors elects an auditor who will control the financial and economic life of the enterprise. Once a year, a meeting of all people holding shares in the company is called.
The amendments made in September 2014 made it possible to create a model that would meet the needs of the business sector. Today, perhaps the most convenient and effective form of organizing the work of an enterprise is considered a PJSC. The way PJSC is deciphered fully reflects the essence of the activities of such companies.
On September 1, 2014, a new government reform was implemented. The legislator divides all societies into public and non-public. The main factor influencing differentiation was the fact that an unlimited number of investors were involved in the circulation of shares. If the shares are placed by public subscription, they are traded on the stock exchange, then the organization is considered public; if not, it is considered non-public. Such changes in legislation were necessary for the legal regulation of their activities. We will look at the essence of the concept, the features of opening, the specifics of public work and answer the question that is relevant for entrepreneurs: “PJSC - what is it?”
What is PAO?
On September 1, 2014, amendments to the Civil Code concerning the activities of legal entities came into force. This date marks the liquidation of CJSC, LLC and the beginning of the work of new organizational forms of business activity - PJSC (interpretation: public joint-stock companies), JSC, LLC (non-public joint-stock companies).
Before changes in legislation, large corporations and small organizations worked under a single scheme of legal regulation. If a small organization had even two shareholders, the management was obliged to delegate powers by creating a board of directors or organizing a meeting of shareholders within a certain time frame, to elect an auditor who in fact controls its actions and protects its interests. The amendments improved the law and eliminated the need for organizations to comply with its requirements only formally due to the global discrepancy between the legal and economic models.
Basic differences between PJSC and JSC
Name | ||
Method of placement of shares | Securities are converted by open subscription and are publicly traded in accordance with the law. | The subscription is closed, shares and securities are not publicly traded |
Maintaining a register of shareholders | Obliged to provide | Not required |
Who confirms decisions? | Registrar | Registrar or notary |
Alienation of shares | It is impossible to provide for the possibility of alienation of shares | The charter may provide for a provision on the alienation of shares |
Preferential acquisition of shares | Allowed |
More stringent requirements for PJSC are due to the need to strictly protect the rights of a large number of investors. But JSC has a greater choice of management mechanisms.
PAO: opening. Algorithm
1. business plan.
2. Organization of a public joint stock company.
After the decision to create a public joint stock company is made at the constituent meeting or individually, the shareholders enter into a written agreement.
3. Conclusion of the founding agreement.
It will regulate the activities of the company, the size of the authorized capital, types of securities, the procedure for their payment, the rights and obligations of the parties.
4. State registration of PJSC.
What is this process and what are its goals? The company is registered by the Inspectorate of the Federal Tax Service of the Russian Federation, guided by Federal Law No. 31-FZ of March 21, 2002. A state fee is required for the service; details must be clarified at the selected inspection department. Registration is necessary for legal activities and government control. The founder must prepare the following documents:
- statement;
- 2 originals of the company's charter;
- agreement on establishment, protocol;
- receipt of payment of the duty;
- documents to the legal address (notarized copy of the certificate of ownership, letter of guarantee owner of the premises where the company will be registered).
How to register shares of a public company
A separate nuance is the registration of the issue of shares of PJSC Russia. The founder needs to prepare additional papers to legitimize them. They must be submitted within a month from the date state registration society. Otherwise, you will have to pay a fine in the amount of 700 thousand rubles. This procedure is also carried out in the event of an increase in the authorized capital, additional issue of shares, involvement of third parties, or reorganization of the company.
OJSC and PJSC do not mean different organizations; the goals of their activities have not changed, only its format has changed. CJSC, OJSC were reformed into public, non-public companies, limited liability companies (LLC) in order to improve their operating model.
Opening of a PJSC branch. What does this involve?
Article 51 of Chapter Federal Law No. 208-FZ, as amended on June 29, 2015, “On Joint Stock Companies,” gives it the right to create its own representative offices and branches, guided by the Civil Code of the Russian Federation and federal laws. The branch of PJSC is its full-fledged independent branch and operates on the basis of a legal power of attorney.
Features of the activities of public joint stock companies
- The number of shareholders is not limited.
- Shares are traded publicly and without restrictions.
- The authorized capital is formed through the issue of securities (shares), the minimum amount is 100,000 rubles.
- There is no need to contribute funds to the authorized capital before registering the company.
- Responsible for obligations with its property (but not in the case of obligations of PJSC shareholders). Opening a company automatically gives shareholders rights and responsibilities.
- Important information about the activities of the company is in the public domain (report data, financial statements, charter, decision on
Organization of work
Management links are in the hands of the general meeting of shareholders, but it cannot consider issues and approve decisions that are outside its competence (the list of issues regarding which decisions can be made is recorded in Federal law"On joint stock companies"). Current activities controls executive body - general manager, board, directorate. He reports to the board of directors regarding the activities of the company. The latter must select an auditor of the company to conduct and control the financial and economic segment. The General Meeting of Shareholders must be convened once a year. Although OJSC and PJSC underwent reorganization and innovations in the legal segment, they largely retained the registration and operation algorithm.
Amendments to the Civil Code on September 1, 2014 made it possible to create a legal model that meets the real needs of entrepreneurs. One of the most convenient and effective forms The organization of work of the company is considered a PJSC. The transcript reflects the essence of its public objective answer to the question “PJSC - what is it?” will provide an opportunity not only to organize a successful enterprise, but also to correctly determine your business segment.