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, with the exception of transactions made in the course of the ordinary business activities of the company, transactions related to the placement by subscription (sale) of the company's ordinary shares, and transactions related to the placement of issue valuable papers convertible into ordinary shares of the company. The charter of the company may also establish other cases in which transactions made by the company are subject to the approval procedure. big deals 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.

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 general meeting shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority vote of shareholders - owners 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.

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 interested 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?

FZ-208 on joint-stock companies required major changes in its structure. Some changes bring clarity to understanding legislative norms while others introduced new provisions into the law. The improvement in the law had a beneficial effect on the activities of joint-stock companies, courts and lawyers.

The Law on Joint Stock Companies was adopted by the State Duma on November 24, 1995. FZ-208 regulates the rights and obligations of shareholders, and also contributes to the protection of their interests. The law regulates such issues as documents of joint-stock companies, dividends, registers, etc.

FZ-208 answers questions about the procedure for the creation, liquidation and restructuring of JSCs. The law applies to all such organizations in Russia.

FZ-208 contains 14 chapters and 94 articles:

• general provisions;
• creation, transformation and liquidation of JSC;
• JSC capital according to the charter (shares, bonds, etc.);
• distribution of shares and other securities (law on the securities market);
• profit (dividends) of JSC;
• JSC register;
• the procedure for the meeting of shareholders;
• powers and procedure for the meeting of the board of directors;
• buyback of shares, etc.

The latest amendments to FZ-208 are dated July 3, 2016. All amendments to the law came into force on January 1, 2017.

FZ-208 on JSC

You can download Federal Law FZ-208 "On Joint Stock Companies" at the following.

The text of the law on joint-stock companies will be useful for studying by lawyers, courts and, of course, joint-stock companies. The new procedure has been in force since the beginning of 2017 and is regulated by amended provisions.

Find out also what changes have undergone about the passage of service.

Last changes

According to the latest changes made to the Federal Law-208 in July 2015, closed and open joint-stock companies began to be called "public" and "non-public" JSCs, in abbreviation - PJSC and JSC, respectively. Open, namely public, is recognized as a joint-stock company that meets certain parameters - for example, provides shares in the public domain for an unlimited number of persons. PJSC due to new changes in the law is forced to make existing changes in the Unified State Register of Legal Entities (single State Register legal entities) and change the charter. The rest of the joint-stock companies are exempted by law from the obligation to make changes, for them the legislation has not determined the exact period.

FZ-208 describes that all joint-stock companies are required to conduct an audit every year and invite an appropriate specialist for this. After each meeting of shareholders, in without fail the voting results are sent out within 4 days. For violation of this rule, the law provides for a fine - from 500,000 to 1 million rubles.

These are the main changes made to FZ-208 on joint-stock companies.

Creation

Articles 8 and 9 of Federal Law-208 regulate the procedure for establishing a joint-stock company. A joint stock company is formed in two ways:

• from scratch;
• method of reorganization of the legal entity (separation, merger, etc.).

According to FZ-208, an organization is considered established when it passes state registration.

In order for the JSC to start functioning properly, it is necessary to obtain the consent of all the founders and record this fact. You can express your agreement or disagreement by direct voting at the general meeting of the founders. A three-fourths vote is required to elect the auditor, auditor and governing bodies. It is mandatory to conclude a written contract, which indicates general information- authorized capital, type of shares, the possibility for foreign investors to interfere in the affairs of the joint-stock company.

FZ-208 describes many rules and requirements that the procedure for forming a joint-stock company must comply with. The creation of a JSC is a painstaking and long process.

liquidation

In the law on joint-stock companies, articles from 21 to 24 are devoted to liquidation. They refer to the second chapter of FZ-208. The law provides the following information:

• a joint-stock company is liquidated on a voluntary basis or by a court decision, if there are grounds prescribed in the Civil Code of the Russian Federation;
• the existing board of directors creates a commission for the liquidation of the joint-stock company, which makes a decision on this issue;
• after the creation of the commission, all functions for the management of the JSC are transferred to it;
• the same commission would have acted in court in liquidation on a legal basis.

Article 22 of the Federal Law-208 regulates that, after a decision is made to liquidate a joint-stock company, it is required to pay off creditors, if they exist. If there is not enough finance to pay off debts to creditors, the process of selling property follows. All remaining cash, after payment of the debt, is distributed among the shareholders.

A joint-stock company is considered terminated when an appropriate entry is made in the Unified State Register of Legal Entities, in accordance with Article 24 of Federal Law-208.

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 the legal status of the joint-stock company is established, the freedoms, rights and interests of its members are fixed. The norms of the law apply to all joint-stock companies located in the territory 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 indicated state registration data 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, 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 one. legal entity. Reorganization may 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 legal status 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 considered 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 concerning 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. The auditors control economic activity organizations. 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. Once liquidation commission will be fully formed, all the 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.

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.

The activities of joint-stock companies on the territory of the Russian Federation are regulated Federal Law No. 208. But what is this normative act? 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 of securities by a joint-stock company (Art. 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 the authorities have no legal right to membership in the AO. 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. At the same vote, a liquidation commission is elected.

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 there are not enough funds 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;
• The state registration authority makes an entry 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 it is mandatory to 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