Joint-stock company is a commercial association, the authorized capital of which is divided into a predetermined number of shares. Communities of the type under consideration are divided into open and closed.

Activities of joint-stock companies in the territory Russian Federation regulated Federal Law No. 208. But what is this regulation? What is the procedure for creating a joint-stock company according to the regulations of the law in question? What are the conditions for the liquidation of a JSC under Federal Law 208? What are the latest changes made to the current text of this regulation? The answers to each of the above questions are in this article.

General provisions of the law

Federal Law "On Joint Stock Companies" No. 208-FZ was accepted State Duma November 24, 1995. The document under consideration was signed by the President of the Russian Federation on December 26 of the same year. At the same time, Federal Law 208 on joint-stock companies entered into official legal force and was published for the first time.

The Federal Law under consideration regulates the processes and socio-economic relations that arise during the creation, operation and liquidation of a joint-stock company. The provisions of the normative act under study are relevant both on the territory of the Russian Federation and in relation to international agreements.

Structure of the Federal Law on Joint Stock Companies

The federal law on joint-stock companies consists of 14 chapters (94 articles):

1. Introductory provisions of the studied normative act (Art. 1-7.2);
2. Regulations for the creation, reorganization and abolition of joint-stock companies (Art. 8-24);
3. Shares and other securities of the authorized capital (Art. 25-35);
4. Placement by a joint-stock company valuable papers(vv. 36-41);
5. JSC dividends (art. 42-43);
6. Shareholder register (Art. 44-46);
7. The nuances of holding a general meeting of shareholders (Art. 47-63);
8. Supervisory Board (art. 64-71);
9. The nuances of acquiring shares (Art. 72-77);
10. The procedure for conducting major transactions (Articles 78-80);
11. Interest in executing a JSC transaction (Art. 81-84.10);
12. The control economic activity joint-stock company (Art. 85-87);
13. Reporting and other documents of the community (Art. 88-93.1);
14. Final provisions of the current Federal Law (Article 94).

The procedure and rules for the creation of a joint-stock company according to Federal Law 208

In accordance with the regulations article 8 of the Federal Law on Joint Stock Companies, a joint stock company may be established or reorganized from an already existing legal entity. The association of the studied type is considered to be created from the moment of registration.

According to article 9 FZ 208, the decision to organize a joint-stock company is made on the basis of an open vote of its future shareholders. The founders of the community unanimously make the following decisions:

• On the formation of the JSC Charter;
• About approval financial evaluation valuable papers;
• On the establishment of capital.

When forming a joint-stock company, its members are elected:

• Governing bodies;
• Audit Board (or one auditor);
• JSC Registrar.

As community founders may be both legal and individuals (Art. ten) . State and municipal authorities do not have a legal right to membership in a JSC. The created joint-stock company is subject to mandatory registration in the Register of Shareholders.

According to the existing regulations of Federal Law No. 208, the founders of a joint-stock company draw up a written agreement between themselves. This document specifies the types of shares and other securities, the rights and obligations of each of the founders.

Conditions for the liquidation of a joint-stock company

In accordance with the regulations article 21 of the Federal Law being studied, a joint-stock company may be abolished on a voluntary basis. It is possible to liquidate a JSC without the consent of the founder only by going to court. Legal proceedings in this case are based on the provisions of the Russian Federation.

At voluntary abolition of JSC voting takes place. The liquidation procedure is carried out only if more than two thirds of the shareholders have voted accordingly. Elected in the same ballot liquidation commission.

According to current text article 22 of the Federal Law under consideration, the algorithm for the liquidation of a joint-stock company is as follows:

• The liquidation commission issues a notice of the impending abolition of the joint-stock company to the press;
• In the absence of obligations to creditors, the property of the community is distributed among its shareholders;
• Measures are taken to identify creditors and settle accounts with them;
• If the funds are not enough to settle accounts with creditors, the liquidation commission is authorized to sell the property of the joint-stock company through tenders;
• After the abolition of debts, the liquidation balance is determined, and the remaining benefits are divided among creditors;
• Authority state registration an entry is made on the abolition of the community in the Register of Legal Entities.

Upon completion of the above procedure, the joint-stock company is declared liquidated.

Latest amendments

Each normative act issued on the territory of the Russian Federation periodically undergoes the procedure for updating its regulations. By means of amendments, data are introduced into the text of the Federal Law to ensure the relevance of its outdated provisions.

Recent amendments to the Federal Law "On Joint Stock Companies" No. 208-FZ were submitted on July 29, 2017. The Federal Law “On Amendments to the Federal Law “On Joint Stock Companies” and Article 50 of the Federal Law “On Companies with limited liability» No. 233-FZ. Through Article 1 of the Federal Law-223, the following changes were made to the law on joint-stock companies:

• Article 89, paragraph 1 states, as amended, that a closed or open company undertakes to ensure the safety of all documentation provided for by this regulatory act;
• New edition provided article 91, according to which the community undertakes to provide shareholders with the following documents:
  • Certificate of state registration of JSC;
  • Charter;
  • Annual reports;
  • accounting documentation;
  • Minutes of general meetings;
  • Auditor's conclusions;
  • Other documentation, the list of which is set out in Article 89;
• Article 91, paragraph 2 states that a public company, at the request of shareholders, is obliged to provide access to the following acts:
  • Minutes of the board of directors;
  • Documents relating to the conduct of unilateral transactions;
  • Reports of appraisers on the conducted appraisal of the property of the joint-stock company.
• At the request of the owner of more than 25% of the shares, a non-public community, according to 3 point of article 91, is obliged to provide the documents provided for in part 2.

A public company is obliged to maintain a website on the World Wide Web, on a certain page of which without fail indicate price categories regarding the publication of documentation. Such requirements for a non-public joint-stock company are not provided for by this Federal Law.

Download Federal Law 208 on joint-stock companies in the new edition

For a more in-depth study of Federal Law No. 208, it is recommended to delve into its current text. Download FZ 208 about joint-stock companies with latest changes, relevant for the period of November 2017, you can

The law entered into force on July 19, 2018, with the exception of certain provisions that enter into force on other dates.

What is the essence of the new law?

What are the amendments for?

What is the deadline for reporting the general meeting of shareholders?

What has changed in the procedure for holding a general meeting of shareholders?

Projects are provided only for those internal documents companies that are subject to approval by the meeting;

The conclusion of the audit commission and information about candidates for its composition are provided only if the presence of the commission is mandatory according to the charter of the company;

Participants of the general meeting of a public joint-stock company will need to submit an internal audit report. The norm on the obligatory nature of such an audit will come into effect from July 1, 2020.

In addition, in the list of issues that must be considered at annual meeting shareholders, includes the issue of distribution of profits (including the payment (announcement) of dividends) and losses of the company based on the results of the reporting year.

How have the rules for the activities of auditors been updated?

The obligatory nature of the audit commission in a joint-stock company is cancelled. In public JSCs, the audit commission is now obligatory only if its presence is provided for by the charter. The charter of a non-public joint-stock company may provide for the absence of an audit commission or its creation only in cases provided for by the charter of such a company. A similar provision was included in the Civil Code of the Russian Federation in September 2014. These provisions can be included in the charter of a non-public joint-stock company by unanimous decision of all shareholders at the general meeting.

Did the amendments affect related party transactions?

Similar parameters (transaction amount, price or book value of the property) are set for related party transactions, which must be approved by the general meeting by a majority vote of all disinterested shareholders - owners of voting shares.

At the same time, a new rule was introduced, according to which the general meeting of shareholders is considered competent, regardless of the number of disinterested shareholders participating in it.

What changes are envisaged for holders of preferred shares?

In addition, shareholders - owners of preferred shares of a certain type are granted the right to vote at the general meeting when introducing into the charter of the JSC provisions on declared preferred shares of this or another type, the placement of which may lead to an actual decrease in the amount of dividend determined by the charter and (or) salvage value paid on such shares.

A provision has been established that the annual report of a company, the charter of which the issue of its approval is within the competence of the board of directors, is subject to approval by the board of directors no later than 30 days before the date of the annual general meeting of shareholders. Previously, the term was not specified by law.

The Board of Directors has the right to form committees for preliminary consideration of issues within its competence. The competence of the board of directors is specified in terms of determining the amount of payment for the services of the auditor and recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) of the company.

How will the activities of the JSC be controlled?

For non-public JSCs in matters related to internal audit, the law leaves freedom of choice.

What other changes have been made?

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Answers your questions:
Legal Group of Lawyers "Legal Protection"

Chapter X. Major Transactions - Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies". Your questions are answered expert - lawyers and advocates of Moscow.

• Chapter II. Establishment, reorganization and liquidation of a company
• Chapter III. The authorized capital of the company. Shares, bonds and other equity securities of the company. Net assets of the company
• Chapter IV. Placement by the company of shares and other issue-grade securities
• Chapter VIII. Board of Directors (Supervisory Board) of the Company and Executive Body of the Company
• Chapter IX. Acquisition and redemption by the company of placed shares
• Chapter X. Major Transactions
• Chapter XI. Interest in the company's transaction
• Chapter XII. Control over the financial and economic activities of the company
• Chapter XIII. Accounting and reporting, company documents. Society information

Chapter X. Major Transactions

Article 78 Big deal

1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several related transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is 25 or more percent of the book value of the company's assets, determined by according to his financial statements as of the last reporting date, except for transactions in the normal course of business economic activity company, transactions related to the placement by subscription (realization) of ordinary shares of the company, and transactions related to the placement of issue-grade securities convertible into ordinary shares of the company. The charter of the company may also establish other cases in which the transactions made by the company are subject to the procedure for approving major transactions provided for by this Federal Law.
In the event of the alienation or the possibility of alienation of property, the value of such property, determined according to the data accounting, and in the case of the acquisition of property - the price of its acquisition.
2. For the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.

Article 79. Procedure for approval of a major transaction
1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.
2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company's assets, is taken by all members of the board of directors (supervisory board) of the company unanimously, while the votes of retired members of the board of directors (supervisory board) are not taken into account. ) society.
If the unanimity of the board of directors (supervisory board) of the company on the issue of approval of a major transaction is not reached, by decision of the board of directors (supervisory board) of the company, the issue of approving a major transaction may be submitted for decision by the general meeting of shareholders. In this case, the decision to approve a major transaction is taken by the general meeting of shareholders by a majority vote of the shareholders of the holders of voting shares participating in the general meeting of shareholders.
3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company's assets, is taken by the general meeting of shareholders by a three-quarters majority of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.
4. The decision to approve a major transaction must specify the person (persons) that is its party (parties), the beneficiary (beneficiaries), the price, the subject of the transaction and its other essential terms.
5. If a major transaction is at the same time an interested party transaction, only the provisions of Chapter XI of this Federal Law shall apply to the procedure for its conclusion.
6. A major transaction made in violation of the requirements of this article may be declared invalid at the suit of the company or a shareholder.
7. The provisions of this article shall not apply to companies consisting of one shareholder who simultaneously performs the functions of the sole executive body.

Article 80
1. A person who intends to independently or jointly with his affiliated person (persons) acquire 30 or more percent of the placed ordinary shares of a company with more than 1000 shareholders - owners of ordinary shares, taking into account the number of shares he owns, is obliged not earlier than 90 days and not later than 30 days before the date of acquisition of shares, send to the company written notice intent to acquire said shares.
2. A person who, independently or jointly with its affiliate (persons), has acquired 30 or more percent of the placed ordinary shares of a company with more than 1,000 shareholders owning ordinary shares, taking into account the number of shares owned by him, within 30 days from the date of acquisition, is obliged to offer shareholders to sell to him the ordinary shares of the company and issue-grade securities convertible into ordinary shares belonging to them at the market price, but not lower than their weighted average price for the six months preceding the acquisition date.
The charter of the company or the decision of the general meeting of shareholders may provide for exemption from the obligation specified in this paragraph. The decision of the general meeting of shareholders to release from such obligation may be taken by a majority vote of the owners of voting shares participating in the general meeting of shareholders, with the exception of votes on shares owned by the person specified in this clause and its affiliates.
3. The proposal of a person who has acquired ordinary shares in accordance with this article to acquire ordinary shares of the company shall be sent to all shareholders - owners of ordinary shares of the company in writing.
4. A shareholder has the right to accept an offer to acquire shares from him within a period not exceeding 30 days from the date of receipt of the offer.
If a shareholder accepts an offer to acquire shares from him, such shares must be acquired and paid for no later than 15 days from the date the shareholder accepts the corresponding offer.
5. An offer to shareholders to purchase shares from them must contain information about the person who purchased the ordinary shares of the company (name or title, address or location) in accordance with this article, as well as an indication of the number of ordinary shares that he acquired, the price offered to shareholders acquisition of shares, the period of acquisition and payment of shares.
6. A person who has acquired shares in violation of the requirements of this article shall have the right to vote at the general meeting of shareholders on shares, the total number of which does not exceed the number of shares acquired by him in compliance with the requirements of this article.
7. The rules of this article apply to the acquisition of each 5 percent of the placed ordinary shares of more than 30 percent of the placed ordinary shares of the company.

See other charter samples, as well as additional documents:
Charters of organizations:

A joint stock company is a fairly common type of commercial organization. The activities of such instances are regulated by Federal Law 208-FZ, the provisions of which will be discussed in detail in this article.

Scope of the law

What is a joint stock company according to Law 208-FZ? In the second article of the normative act, a definition is given, according to which, such a society is called commercial organization, the authorized capital of which is divided into several parts in the form special promotions. These shares are in the hands of the members of the society.

The Federal Law "On Joint Stock Companies" was created to regulate the processes of formation, reorganization, liquidation and registration of the institutions in question. The provisions of the law fix the rules on the powers, functions, duties and rights of the shareholders that make up the organization. Here it is also installed legal status joint-stock company, the freedoms, rights and interests of its members are fixed. The norms of the law apply to all joint-stock companies located on the territory of the Russian Federation.

General provisions of the law

The concept and legal status of a joint-stock company are enshrined in Article 2 of the submitted normative act. According to the law, such a company is a legal entity and has a number of civil rights and responsibilities. Members of the society should not be liable for the obligations of the organization. However, they all carry the risk of loss that may be associated with their professional activity. The limits of such risk cannot be greater than the value of the shares purchased by the shareholders.

All shareholders are required to bear joint liability for shares not fully paid. At the same time, members of the company have the opportunity to take their shares without the consent of other members of the organization.

According to the law, any creation of a joint-stock company is not possible without obtaining a special permit and registration certificate from higher state bodies. Any instance of a joint-stock type must have its own seal, letterhead, emblem and stamps.

Provision of information

According to Article 4 of the Federal Law under consideration, any joint-stock company must have a company name in Russian - in full or abbreviated form. The name of the organization should briefly characterize the type of its professional activity. In addition to the name, the company must provide full information about its location. At the same time, the data specified during state registration should not contradict the real location of the organization.

Article 3 of the law refers to the responsibility of society. So, a joint-stock type organization must be responsible for all the functions and obligations assigned to it. At the same time, the society itself is not liable for the obligations of its members.

Shareholders themselves may also be held liable. Thus, the members of the organization must pay subsidies in cases where the company is declared insolvent due to the improper actions of its shareholders. State bodies are not liable for the obligations of the company.

Society types

Articles 5-7 of the normative act under consideration provide the main examples of joint-stock companies. According to Article 7, the organizations in question may be of a public or non-public nature. This is reflected in the charter and the name of the society. A public company (PJSC) conducts all operations by open subscription. Non-public organizations (CJSC) distribute the number of shares only to an unlimited number of persons. The most striking example of a PJSC is the Rosseti company, which provides services for the distribution of electricity throughout the country. It is quite famous and large organization, and therefore its shares are open and available for access to any citizens. An example of a CJSC is a retail chain, a trading joint-stock company Tander, which provides products for Russian stores of one well-known brand.

Article 6 provides another classification. Here we are talking about examples of joint-stock companies of a dependent and subsidiary type. A subsidiary organization is in the event that there is another company that determines the decisions of the first organization, that is, a subsidiary. A similar system operates with dependent organizations. Here the dominant society has more than 20% of the dependent. A striking example subsidiary organization- a federal passenger company dependent on the joint-stock company "Russian railways". There are quite a lot of dependent companies in the country. As a rule, these are regional branches of gas or oil companies.

On the establishment of a joint-stock company

What does the Federal Law "On Joint-Stock Companies" say about the procedure for the formation of joint-stock type organizations? According to Article 8, a company can be created both from scratch and by reorganizing an existing legal entity. Reorganization can be in the nature of division, transformation, merger, and also separation. The organization can be considered finally formed only after the conclusion of the state registration of the joint-stock company.

Article 9 of the normative act under consideration refers to the establishment of a company. It is easy to guess that the establishment is possible only with the active participation of the founder. The decision to form a company is made at a special constituent assembly by voting or by one person alone (if there is one founder).

About the reorganization

Article 15 of the normative act under consideration refers to the procedure for conducting reorganization processes. Reorganization is always carried out on a voluntary basis, in strict accordance with the norms of the Federal Law. The main feature of the presented process is the presence of the status of a natural monopoly in the reorganized entity, more than 25% of the shares of which are fixed in the ownership of the federation.

As you might guess, the financing of the presented process is carried out at the expense of the reorganized property. Just as in the case of the creation of a company, the reorganization process is recognized only after the appropriate state registration.

About the public charter

An important place in the legal status of a joint-stock company is occupied by the charter. According to article 11 of the normative act under consideration, it is adopted at the constituent assembly according to founding document. The requirements of the charter are formed by the members of the organization, after which they become generally binding on all shareholders.

What should the statute contain? The law specifies the following provisions:

• location of the organization;
• company name;
• value, categories and types of preferred shares, as well as their number;
• the size of the authorized public capital;
• rights of members of the organization;
• the procedure for the formation and implementation of general meetings of shareholders, the dates and places of the meetings;
• the structure of the management bodies of the company, the procedure for making decisions;
• other provisions corresponding to the federal law and the Civil Code.

Thus, the organizational charter must contain the specifics of the legal status of the joint-stock company.

About authorized capital

Article 25 of the normative act under consideration establishes the norms relating to the authorized capital and shares. According to the law, the organization has the right to place ordinary shares and a few preferred ones. However, they are all undocumented. Par value of shares ordinary type should be the same. As soon as the society is formed, all shares must pass into the possession of its members. There are also fractional shares, a certain number of which can be one specific share. They are in circulation on a par with ordinary ones.

In accordance with the normative act, the value of preferred type shares should not exceed 25% of the authorized public capital. Public companies may not place them if the value of such shares is lower than ordinary ones.

The authorized capital consists of the total value of all shares of the organization that were acquired by the members of the company.

About shareholders

The legal status of joint-stock companies is mostly the legal status of their members. What is known about the shareholders themselves and what does the law say about them? Shareholders are called individuals or organizations that own a certain share of the authorized capital of a joint-stock company. The latter should provide, form and store the register of shareholders, which is filled immediately after the registration of the organization. The rights to the shares of one or another shareholder are confirmed by issuing a special extract, which is not a security.

According to Article 47, the highest body in the system of a joint-stock company is the meeting of shareholders. It must be convened annually. What questions does this meeting raise? The law deals with the problems of ownership of a joint-stock company, election of the board of directors, audit and audit commissions, etc. The competence of the meeting also includes issues of reorganization and liquidation of the company, amendments to the charter, increase or decrease in the authorized capital, etc.

The board of directors is also called the supervisory board. This instance is engaged in the management of the activities of the entire organization, its members and the assets of the joint-stock company.

Sometimes the board of directors is also a meeting of shareholders. In most cases, the supervisory committee is elected every year in the course of voting at the shareholders' meeting. It all depends on what kind of provisions are spelled out in the charter of the organization.

The competence of the board of directors includes the definition and implementation priority areas, convening meetings, approving agendas, placing additional shares, etc.

Control over a joint stock company

For internal control over the professional activities of the organization, audit and audit commissions are created. Auditors check financial statements, that is, they work with the accounting staff. As a result, they give special assessment. Auditors also control the economic activities of the organization. Each of them is a member of the relevant commission, which is elected annually at the meeting of shareholders.

Both the audit and audit commissions must act only in strict accordance with the legislation of the Russian Federation.

On liquidation of a joint-stock company

The process of liquidation of a joint-stock type organization should have a strictly voluntary basis. According to article 21, final liquidation is possible only by a court decision.

What does the liquidation process involve? The Company completely terminates the exercise of its powers without the right to transfer duties to other persons in the order of succession. Voluntary liquidation processes begin their action with the convocation of the board of directors of the joint-stock company. On the agenda is the question of the removal of the company and the appointment of a liquidation commission. As soon as the liquidation commission is fully formed, all functions of the organization will be transferred to it. The duties of the commission also include timely presentation at court hearings.

Article 22 of the Federal Law "On the legal status of joint-stock companies" refers to the procedure for liquidating the organizations in question. If the company has no obligations to third parties, then all of its property is distributed among the shareholders. The remaining payments to creditors are made, the liquidation balance is calculated. And society closes.

What it is? The answer to this question will be of interest not only to students who study a certain subject by the nature of their occupation, but also to citizens of our country who have a more or less active social position.

The article will talk about this complex and at the same time simple concept.

How did joint-stock companies develop? Briefly about the important

The Russian Trading Company became the first joint-stock company in our country. It was formed in 1757 in Kostantinople. Its capital consisted of shares, the shares were called shares and looked like a ticket, which certify the ownership of shareholders and freely circulate on the market. The legislation that regulated the activities of societies consisted of royal decrees.

The heyday of joint-stock companies falls on the middle of the 19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of economic development, and the circulation of securities is developing at an unprecedented rate.

During the Soviet period, societies as such practically ceased their activities.

Modern Russia has a 20-year history of the formation of joint-stock companies. Go to market economy demanded the adoption of new regulation of relations in the sphere of private property and forms of its management.

To date, joint-stock companies occupy a leading place in the system of economic relations. Because it is precisely the joint-stock company that allows you to combine the capitals of many investors to create a new independent economic entity.

Joint stock company: what is it and its essence

A joint-stock company is an economic entity that carries out commercial activity. Making a profit is the main goal of creating joint-stock companies, and complete financial and economic independence in making management decisions only contributes to the achievement of the result.

Authorized capital joint-stock company is divided into shares. Members of the company (shareholders) bear the risk of losses from economic activity within the value of the shares they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment of securities. The essence of a joint-stock company is that the shareholders are the owners of the company, but not the owners of the property. The property belongs to the society itself. This is both the essence and the paradox of this form of management. It is a legal entity that has the attributes inherent in it: name, seal. May, on its own behalf, take part in court hearings as a party to the case and a third party, have its own bank account and separate property. The founders of the society can be both individuals and legal entities, the number of which is not limited.

Often you can hear the phrase "closed or open joint stock company." What it is? According to the legislation, companies can be both open, that is, conducting an open subscription for the issue of shares and freely sold, and closed - whose shares are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which allows to level the risks of securities fraud.

What normative acts regulate the activities of joint-stock companies

Important normative document- This civil Code RF, in particular chapter 4 of the document. A special act is the Federal Law "On Joint Stock Companies" of 1995, with fresh changes adopted in 2014. Regulations determine the legal status and procedure for the creation of both the society itself and its governing bodies, authorized capital, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation and other equally important issues.

This law is far from being the only document related to Joint Stock Companies. The issue and circulation of shares that are securities is regulated by the Law "On the Securities Market" and the Federal Law "On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market".

How the authorized capital is formed

The authorized capital of a Joint Stock Company is formed from the amount of shares redeemed by its shareholders. Determines the minimum value of the property of the company, the owner of which is it. The authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of the authorized capital, which at the moment is 1,000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital may be increased or decreased. The decision on this is made by the shareholders at the general meeting.

How is management

The management of a joint-stock company is multi-stage and diverse.

The supreme body that makes the most important decisions on activities is, of course, the general meeting of shareholders. On it, among other issues, the annual report is approved, shareholders are made decisions on liquidation, reorganization. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law "On joint-stock companies" and cannot be transferred to the board of directors.

The executive body that manages the activities on current everyday issues is the director or the directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.

Basic shareholder rights

Shareholders of a joint-stock company have the following basic rights:

Participation in management. Occurs by voting at each general meeting on issues that are within its competence.

Receiving income in the form of dividends.

The right to receive a share of the company's property in the event of termination of its activities and liquidation.

Depending on the scope of the rights granted, the shares of a joint-stock company can be ordinary and preferred.

Preferred shares give their owners a fixed amount of dividends and the right to pay them first, but limit the right to manage the company.

Society documents. Disclosure of information about activities

The main document is the charter, on the basis of the provisions of which the company operates. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.

The Law on Joint Stock Companies requires the provision of documents containing information on activities to shareholders upon their request. Business papers that must be provided to shareholders include:

Annual report;

Internal documents;

Documentation reflecting accounting and reporting.

The organization of society. Share distribution

A society is organized by the birth of a new economic entity as a legal entity, or by reorganization of an existing one. The decision to create is made by its founders at the founding meeting. Organizers can be both individuals and legal entities. The number of founders of an open society is not limited; when establishing a closed society, there should be no more than fifty of them.

When a company is established, its shares are distributed among the founders. The Law on Joint Stock Companies (its new edition) states that the obligation to register the issue of shares distributed among the founders must be fulfilled by the company within one month from the date of registration.

Liquidation procedure

The company may be liquidated on a voluntary basis by making a decision to this effect at a meeting of the supreme management body or by a court decision. When a decision is made to liquidate on a voluntary basis, all powers to manage the company are transferred to the liquidation commission, which, from the moment of its appointment, heads the joint-stock company. What is it - the liquidation commission, and what are its powers? This body assumes all the burdens associated with the search and identification of creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property in order to cover debts and settlements with counterparties, resolve the issue of dismissed employees and other financial and property issues.

Summary of all that has been said. To date, joint-stock companies are the most developed and promising form of management in the Russian Federation. The position of society is determined by domestic legislation, which has already developed sufficiently, but nevertheless, some of its norms require further refinement in order to keep up with the rapidly changing economy and business practices.

This is what it is, a joint-stock company, in in general terms. It seems that after reading the article, the question "joint stock company - what is it" will no longer confuse, and the essence of this complex organization will become more understandable.