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What does pao mean? Registration of legal relations with the registrar

How this happens, as well as why it is needed, should be considered in more detail. What's happened 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 securities owner in the total authorized capital.

What is the difference between pao and ao?

Attention

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.

The difference between ao and pao

From September 1, 2014, there is no need to make changes to the number of shareholders of a JSC that has become a PJSC/JSC. Number of shareholders in PJSC (formerly OJSC) The number of shareholders of a public (formerly open) company is not limited.

Info

Shares of JSC (formerly CJSC) Shares of JSC (formerly CJSC) cannot be traded on stock exchanges. Shares of PJSC (formerly OJSC) Shares of PJSC (formerly OJSC) can be traded on stock exchanges.

Federal Law 05.05.2014 N 99-FZ, which came into force on 01.09.2014, was adopted with the aim of strengthening control over the sale of large blocks of shares in the former OJSC and is intended to coordinate the legislation in force in this area. In particular, a system of state control over the JSC takeover procedure has been created.
Stakeholders are required to notify in advance of their intentions authorized body, which is obliged to give antitrust approval or prohibit the transaction.

Pao or ao?

Important

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.

Comparison of pao and ao

There is no limited period for making appropriate adjustments to the charter of the enterprise and the Unified State Register of Legal Entities. In accordance with Part 10 of Art. 3 Federal Law 99 there is no need to carry out reorganization, liquidation, re-registration of companies, unless there is an urgent need for this. When determining the legal status of a joint-stock company, the rights and obligations of shareholders, determining the procedure for the creation, reorganization and liquidation of companies, it is necessary to be guided by the provisions of Federal Law 208 of December 26, 1995 “On Joint-Stock Companies”. In fact, public and non-public companies differ only in the choice of method of subscription to shares - open or closed.

A closed subscription allows only the founders or members of a narrow, predetermined circle of people to buy shares.

Differences between a public JSC and a non-public JSC

And the results of the activities themselves are not subject to publication; The features of PJSC include:

As for the authorized capital for a public joint stock company, there is a rule: it is not formed immediately when the organization is created, but accumulates gradually as it issues blocks of shares. Due to this, the amount of capital of the company can reach impressive sizes and amount to hundreds of thousands of rubles;
The company's shares are freely placed on stock markets, and can be sold and bought in any quantity, while the number of shareholders of the company can be unlimited. The number of shareholders will depend only on the volume of issued securities;
The formation of the authorized capital of a PJSC is not required when organizing this form of ownership.

What is pao instead of oao? What is the difference and why is it renamed?

NAO: the registry holder can also confirm the information, but his duties can be delegated to a notary.

Who usually gives consent to the alienation of a block of shares? PAO: no one’s consent is needed, and it is also impossible to establish a rule requiring it to be obtained. NAO: No one's consent is required. But sometimes, the charter contains information about obtaining the consent of certain shareholders or the company to alienate shares.
Who has the right to purchase shares? PJSC: shareholders cannot receive any preference for purchasing shares.
But there are exceptions - this right applies to additionally issued shares, as well as securities convertible into shares. NJSC: provides in advance in its charter the rights of shareholders, incl. for the purchase of shares if they are sold by other shareholders.

How is ao different from oao? reorganization of JSC into JSC

Cash may be credited to the company’s account during the turnover of shares;

A public joint stock company is required to submit an annual report on the results of its activities.

The familiar abbreviation OJSC began to fade into oblivion - according to Federal Law No. 99 of 05/05/14, this organization is being replaced by public joint-stock companies. It’s worth figuring out whether there are differences between OJSC and PJSC, what are the characteristic features of this form of organization of activity, and who can now become a shareholder. And today we will talk about the number of participants in a public joint-stock company, governing bodies, as well as how to open a public joint-stock company (it).

Public joint stock company as a type of legal entity

Concept and essence

In fact, a PJSC is a complete analogue of an open joint-stock company - now it is a more specific form of organizing activities, indicating the degree of publicity.

PJSC (Public Joint Stock Company) may differ:

Choice of activity.
Number of shareholders.
Management organization.

In all other cases, all PAOs have similar features. The features that characterize a public joint stock company are quite specific and cannot be confused with other forms of organizing activities.

Read about the joint stock company below.

The video below talks about how joint stock companies are being replaced by PJSCs and similar organizations:

Features

The first thing that distinguishes a PJSC from and several other forms of organization of activities is the presence of shares. At the same time, it also has them, but here PJSC has its own characteristics.

Two characteristic features of PJSC:

Free sale of shares.
Unlimited number of shareholders.

A public joint stock company (PJSC) also has its pros and cons:

The disadvantages of this form are liability for obligations with personal property for the debts of the joint-stock company and the need for an external audit of activities every year. It is important to know that personal liability directly depends on the size of the shareholding.

This form of organization has much more advantages - in fact, any shareholder is a co-owner of the business. Anyone can become a member of a PJSC with small investments, without having any entrepreneurial skills.

For the main initiators of the creation of a public joint stock company, this approach to organizing activities makes it possible to attract additional financial resources to the business, maximizing the chances of successful development enterprises.

A public joint stock company is somewhat different from other forms of entrepreneurship in its management bodies. Such companies now have additional opportunities.

Controls

The supreme governing body is the general meeting of shareholders. In PJSC their meetings are now forced to be attended by registrars or notaries. Depending on the type of activity, the size of the company and the presence of subsidiaries, a different structure of management bodies is possible.

The basis of the management structure looks like this:

General Meeting of Shareholders
Supervisory Board (Directors)
General manager
Executive Directorate
Audit Commission.

The structure can be more ramified - several directors are legally allowed. It is also possible to participate in management bodies legal entities.

Currently, the number of members of a collegial governing body cannot be less than five. All members of the board cannot participate with their shares during decision-making at the general meeting of PJSC participants. These aspects are usually reflected in the constituent documents.

Read below about the constituent documents of a public joint stock company, the number, composition and responsibility of participants.

ABOUT PJSC registration The specialist will tell you in the video below:

Constituent documents and participants

The documents of the PJSC and its corporate name legislate the need to indicate the publicity of the organization. Main founding document A PJSC is the charter of an organization, which determines the full and abbreviated names of the company, the rights of shareholders, the size of the authorized capital, the management structure and much more.

Previously, the opportunity for preemptive acquisition of shares by persons who were already their holders was available to participants in an OJSC. Public joint stock companies are now guided only by federal laws; now they cannot provide for such purchase features in their charters. This gives anyone the opportunity to purchase shares without regard to existing shareholders.

Shareholders of PJSC have the same rights as participants of open joint-stock companies. This does not depend on the size of the shareholding. They can:

Receive dividends
Study a number of documents
Be part of the governing bodies
Manage your own shares
Participate in the general meeting of shareholders
In the event of liquidation of the PJSC, claim part of the property.

At the same time, the participants also have responsibility - the debts of the PJSC apply to its participants according to the volume of their shareholding. Members of the organization are responsible with their personal funds if the property of the PJSC is not enough to pay off debt obligations. At the same time, the personal obligations of shareholders do not play a role for the joint-stock company; the PJSC is not responsible for the debts of its participants.

Read below about the minimum authorized capital of a public joint stock company.

Capital Formation

The capital of the PJSC is provided by its shareholders in different proportional shares. For a public joint stock company, the minimum authorized capital is set at 100,000 rubles. Property contributions are also acceptable - their value is determined by an independent appraiser.

According to changes from 2014, now 3/4 of the authorized capital must be paid before registering a PJSC. The rest is due throughout the year.

The public joint stock company replaced the OJSC. New nuances have appeared in this organizational form of activity, but the principle remains the same - shareholders form capital, have voting rights and the opportunity to receive dividends. They also retained responsibility for repaying the debt obligations of the joint-stock company. The management structure has the opportunity to branch out, and the openness of data has become even more public.

Until the full amount of the authorized capital is paid, it is impossible for a PJSC to organize open sale their shares.

This video will tell you what joint-stock companies can hide:

Hello! A legal entity can exist only on the basis of a certain form of ownership. Until September 2014, the legislation of the Russian Federation recognized three types of organizations: LLC, OJSC and CJSC. However, changes in the Civil Code of the Russian Federation that occurred on the basis of Federal Law No. 99 of 05/05/2014 introduced some adjustments. So, if the form of ownership of a legal entity was previously called OJSC, now it is called PJSC, and JSC has replaced CJSC. We have already written about.

From the moment the above law comes into force, all legal entities that existed as OJSC can re-register and become PJSC. The legislator has not established a time frame for such a procedure, so all that is needed is to make the appropriate changes to the charter and contact the tax office.

What is PJSC

is a public joint stock company. This form of ownership for a legal entity means that securities issued by the organization can be freely available to everyone, as well as participate in circulation on the securities market. Moreover, there are no restrictions regarding the question of how many shares one shareholder can have.

One more distinctive feature existence of PJSC is that the issue of so-called prolonged shares, the nominal price of which was an order of magnitude lower than the others, was cancelled. In addition, the activities of PJSC must become public. This means that meetings of company shareholders should become more frequent, and any decisions they make are now notarized, audits are carried out more often, with the participation of independent specialists. The results of such checks must be published and accessible.

Thus, the activities of PJSC have become strictly regulated. The legislator has not established any specific deadlines during which an OJSC must change to a PJSC; however, legal entities operating in this form of ownership are required to make certain changes to the documentation.

What is LLC

– society with limited liability. In other words, it is a form of ownership of a commercial organization created by one or two legal or individuals for the purpose of making a profit. In practice, LLC is more common than PJSC. This circumstance is due to the fact that the form of ownership in the form of an LLC is characterized by ease of creation. All that is needed is the decision of the organization, the presence of a charter, and the creation of an authorized capital.

It would be useful to note that it is created from the contributions of the company participants themselves and is divided into shares. There is a minimum amount of such capital, which is established by law and is equal to the amount of one hundred times the minimum wage.

All activities of the LLC are strictly regulated by Federal Law No. 14-FZ dated 02/08/1998 (as amended on 04/23/2018) and the Civil Code of the Russian Federation.

Features of PJSC and LLC

The main features of LLC include the following points:

The founders of this form of ownership form the authorized capital of their enterprise independently;
The amount of authorized capital at which a limited liability company can begin its activities should not be below the threshold of ten thousand rubles;
The law strictly defines the number of founders. So, their number should be at least one, but not more than fifty. In cases where the number of founders exceeds 50, then such an organization will be asked to change its form of ownership;
The body authorized to manage the LLC is the board of founders, director, board of directors, supervisory board etc.;
The company's charter is the main constituent document;
An LLC, like any other organization, has a number of obligations and is liable with its property. The risk of the organization's participants is equal to the amount of their investment in this company at its formation;
A limited liability company is created for the purpose of generating profit, which is distributed among the participants according to their shares. And the results of the activity itself are not subject to publication;

The features of PJSC include:

As for the authorized capital for a public joint stock company, there is a rule: it is not formed immediately when the organization is created, but accumulates gradually as it issues blocks of shares. Due to this, the amount of capital of the company can reach impressive sizes and amount to hundreds of thousands of rubles;
The company's shares are freely placed on stock markets and can be sold and bought in any quantity, while the number of company shareholders can be unlimited. The number of shareholders will depend only on the volume of issued securities;
The formation of the authorized capital of a PJSC is not required when organizing this form of ownership. Funds may be credited to the company's account during the turnover of shares;
A public joint stock company is required to submit an annual report on the results of its activities.

Comparative table of PJSC and LLC

Main differences	OOO
Number of founders	At least 1, but not more than 50	Any
Amount of authorized capital	At least 10,000 rubles	At least 100,000 rubles
Participants	It can only be changed with the obligatory participation of a notary, who certifies the fact of alienation of the participants. The data is entered into . This procedure is expensive	Shareholders can sell their shares freely. However, information about such transactions is not subject to notarization and is entered only in the register of shareholders of the company
Information about the composition of meeting participants	Confirmed by the participants unanimously	Confirmed by a special registrar body. The procedure is expensive
Mandatory actions after registration	Mandatory maintenance of a list of organization members, which is distinguished by its simplicity	Without mandatory registration of shares, all transactions with the company's securities are prohibited. Registration of shareholders is constantly maintained by the registrar, which requires constant payment
Possibility of increasing the authorized capital	Eat. The procedure is simple	Eat. Only after registration of the next issue of securities
Publicity	Not required to publish reports	Annual reporting must be publicly available
Closing procedure	Complex. May take 3-4 months	Complex. Takes a long time

Pros and cons of PJSC and LLC

As noted earlier, each of these forms of legal entity ownership has its own pros and cons. It is impossible to say with exact certainty which one is better. Because in the case of an LLC it is easier to form an authorized capital, the activity does not require publicity, but this form of ownership does not allow entering the world market in the near future. It will take years to achieve this goal.

When organizing a Public Joint Stock Company we're talking about already about companies that want to acquire not only a solid income, but also a corresponding reputation. With PJSC it is much easier to attract investors.

However, this form of ownership is not suitable for everyone. The issue of securities and their registration with the relevant authority is an expensive procedure. Investing capital in a PJSC is long-term in nature and implies obtaining a large amount of profit, but after several years.

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's 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 limited liability companies 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, net profit, which 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;
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.

Obligation to post results financial statements per year for NAO is not provided. 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 audits 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 during 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.

Public joint stock company is a new term in Russian civil legislation. At first glance, it may seem that non-public and public joint-stock companies are just new names for CJSC and OJSC. But is this really so?

What does public joint stock company mean?

Federal law dated 05.05.2014 No. 99-FZ (hereinafter referred to as Law No. 99-FZ) The Civil Code of the Russian Federation was supplemented with a number of new articles. One of them, Art. 66.3 of the Civil Code of the Russian Federation, introduces a new classification of joint stock companies. The already familiar CJSC and OJSC have now been replaced by NJSC and PJSC - non-public and. This is not the only change. In particular, the concept of an additional liability company (ALS) has now disappeared from the Civil Code of the Russian Federation. However, they were not particularly popular anyway: according to the Unified State Register of Legal Entities as of July 2014, there were only about 1,000 of them in Russia - with 124,000 closed joint-stock companies and 31,000 open joint-stock companies.

What does a public joint stock company mean? IN current edition The Civil Code of the Russian Federation is a joint-stock company in which shares and other securities can be freely sold on the market.

The rules on a public joint stock company apply to a joint-stock company whose charter and name indicate that the joint-stock company is public. For PJSCs created before September 1, 2014, whose corporate name contains an indication of publicity, the rule established by clause 7 of Art. 27 of the Law “On Amendments...” dated June 29, 2015 No. 210-FZ. Such a PJSC that does not have public issues of shares before July 1, 2020 must:

contact Central Bank with the application for registration of the prospectus of shares,
remove the word “public” from its name.

In addition to shares, a joint-stock company can issue other securities. However, Art. 66.3 of the Civil Code of the Russian Federation provides for public status only for those securities that are converted into shares. As a result non-public companies may introduce securities into public circulation with the exception of shares and securities convertible into them.

What is the difference between a public joint stock company and an open one?

Let's consider difference from JSC. Although the changes are not fundamental, ignorance of them can seriously complicate the life of the management and shareholders of the PJSC.

Disclosure

If previously the obligation to disclose information about the activities of a JSC was unconditional, now public society has the right to apply to the Central Bank of the Russian Federation for exemption from it. This opportunity can be taken advantage of public and non-public companies, however, it is for the public that liberation is much more relevant.

In addition, JSCs were previously required to include information about the sole shareholder in the charter, as well as publish this information. Now it is enough to enter data into the Unified State Register of Legal Entities.

Preemptive right to purchase shares and securities

The OJSC had the right to provide in its charter for cases when additional shares and securities are subject to preferential purchase by existing shareholders and security holders. Public joint stock company is obliged in all cases to be guided only by the Federal Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as Law No. 208-FZ). References to the charter are no longer valid.

Maintaining a register, counting commission

If in some cases an OJSC was allowed to maintain a register of shareholders on its own, then public and non-public joint stock companies are always required to delegate this task to specialized licensed organizations. At the same time, for a PJSC, the registrar must be independent.

The same applies to the counting commission. Now issues within its competence must be resolved by an independent organization that has a license for the relevant type of activity.

Society management

Public and non-public joint-stock companies: what are the differences?

By and large, the rules that previously applied to OJSC apply to PJSC. NAO is basically a former closed joint-stock company.
The main feature of a PJSC is an open list of possible buyers of shares. NJSC does not have the right to offer its shares at public auction: such a step, by force of law, automatically turns them into a PJSC even without amending the charter.
For PJSC, the management procedure is strictly enshrined in law. For example, the rule still remains that the competence of the board of directors or executive body cannot include issues that are subject to consideration by the general meeting. A non-public company can transfer some of these issues to a collegial body.
The status of participants and the decision of the general meeting in a PJSC must be confirmed by a representative of the registrar organization. The NAO has a choice: you can use the same mechanism or contact a notary.
Non-public joint stock company still has the right to provide in the charter or corporate agreement between shareholders the right to pre-emptive purchase of shares. For public joint stock company such an order is absolutely unacceptable.
Corporate agreements concluded in PJSC must be disclosed. For a NAO, it is sufficient to notify the company of the fact of concluding such an agreement.
The procedures provided for by Chapter XI.1 of Law No. 208-FZ regarding offers and notifications of repurchase of securities, after September 1, 2014, do not apply to JSCs that, through changes in the charter, have officially recorded their non-public status.

Corporate agreement in joint stock companies

An innovation that largely concerns PJSC and NJSC is a corporate agreement. Under this agreement, concluded between the shareholders, all or some of them undertake to exercise their rights only in a certain way:

take a unified position when voting;
establish a common price for all participants for the shares they own;
allow or prohibit their acquisition in certain circumstances.

However, the agreement also has its limitations: it cannot oblige shareholders to always agree with the position of the managing bodies of the joint-stock company.

In fact, ways to establish a unified position for all or part of the shareholders have always existed. However, now changes in civil legislation have transferred them from the category of “gentleman’s agreements” to the official level. Now, a violation of a corporate agreement may even become a reason to recognize the decisions of the general meeting as illegal.

For non-public companies, such an agreement may be an additional management tool. If all shareholders (participants) participate in a corporate agreement, then many issues related to the management of the company can be resolved through changes not in the charter, but in the content of the agreement.

In addition, an obligation has been introduced for non-public companies to enter information about corporate agreements into the Unified State Register of Legal Entities if, under these agreements, the powers of shareholders (participants) seriously change.

Renaming the OJSC into a public joint stock company

For those OJSCs that decided to continue operating in the status public joint stock company, it is necessary to make changes to the statutory documents. There is no deadline for this by law, but it’s better not to delay it. Otherwise, problems may arise in relations with counterparties, as well as ambiguity about what rules of law should be applied to PJSC. Law No. 99-FZ establishes that the unchanged charter will be applied to the extent that does not contradict the new norms of the law. However, what exactly is contradictory and what is not is a moot point.

Renaming can occur in the following ways:

At a specially convened extraordinary meeting of shareholders.
At a meeting of shareholders that resolves other current issues. In this case, changing the name of the JSC will be highlighted as an additional issue on the agenda.
At a mandatory annual meeting.

Re-registration of old organizations into new public and non-public legal entities

The changes themselves can only affect the name - it is enough to exclude the words “open joint-stock company” from the name, replacing them with the words “ public joint stock company" However, it is necessary to check whether the provisions of the previously existing charter do not contradict the norms of the law. In particular, special attention should be paid to the rules relating to:

board of directors;
preemptive right of shareholders to purchase shares.

In accordance with Part 12 of Art. 3 of Law No. 99-FZ, the company will not need to pay state duty if the changes concern bringing the name into compliance with the law.

In addition to JSC, signs of publicity and non-publicity now apply to others organizational forms legal entities. In particular, the law now directly classifies LLC as non-public persons. For a public joint stock company, changes must be made to the charter. But is this necessary for those companies that, by virtue of the new law, should be considered non-public?

In fact, for non-public companies, making changes is not necessary. Nevertheless, it is still advisable to make such changes. This is especially important for former closed joint stock companies. Otherwise, such a name will be a defiant anachronism.

Sample charter of a public joint stock company: what to pay attention to?

In the time that has elapsed since the adoption of Law No. 99-FZ, many companies have already gone through the procedure of registering changes to the charter. Those who are just about to do this can use the sample charter of a PJSC.

However, when using a sample, you must first of all pay attention to the following:

The charter must contain an indication of publicity. Without this, society becomes non-public.
It is imperative to involve an appraiser in order for a property contribution to be made to the authorized capital. Moreover, in the event of an incorrect assessment, both the shareholder and the appraiser must answer subsidiarily within the limits of the overstatement amount.
If there is only one shareholder, he may not be indicated in the charter, even if the sample contains such a clause.
It is possible to include provisions on the audit procedure in the charter at the request of shareholders owning at least 10% of the shares.
Convert to non-profit organization is no longer allowed, and there should not be such norms in the charter.

This list is far from complete, so when using samples you should carefully check them with current legislation.

The term "public joint stock company": translation into English

Since many Russian PJSCs carry out foreign trade operations, the question arises: what should they now be officially called in English?

Previously, the English term “open joint-stock company” was used in relation to JSC. By analogy with it, the current public joint stock companies can be called a public joint-stock company. This conclusion is confirmed by the practice of using this term in relation to companies from Ukraine, where PJSCs have existed for a long time.

In addition, the difference in right-wing terminology in English-speaking countries should also be taken into account. Thus, by analogy with UK law, the term “public limited company” is theoretically acceptable, and with US law - “public corporation”.

The latter, however, is undesirable, since it may mislead foreign counterparties. Apparently, the public joint-stock company option is optimal:

it is used mainly only for organizations from post-Soviet countries;
quite clearly marks the organizational and legal form of society.

So, what can ultimately be said about innovations in civil legislation concerning public and non-public legal entities? In general, they create a system of organizational and legal forms for commercial organizations in Russia it is more logical and harmonious.

It is not difficult to make changes to the statutory documents. It is enough to rename the company according to the new rules of the Civil Code of the Russian Federation. The legalization of agreements between shareholders (corporate agreement in accordance with Article 67.2 of the Civil Code of the Russian Federation) can be considered a step forward.