Article 60 fz about joint stock companies. Law on joint-stock companies last edition

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 take 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 balance sheet 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.

Last year, the federal legislation regulating the procedure for carrying out activities by joint-stock companies was subjected to a significant revision. So, during 2015, changes were made to Law No. 208-FZ twice - on June 29 and December 29. The adoption of legislative amendments was dictated by the need to bring the norms of the named law in line with the provisions of the current Civil Code of the Russian Federation. The lion's share of the adopted amendments came into effect in July last year, however, the amendments concerning the procedure for convening, the specifics of preparing and holding a general meeting, will enter into force only in July this year. What exactly has changed in the current joint-stock legislation will be discussed in this article.

Preemptive right to acquire shares.

According to the new version of the document, such a right is no longer automatic. Therefore, the possibility of using priority right the acquisition of securities, in the event of their alienation by a shareholder to third parties, should now be directly spelled out in the provisions of the company's charter. Along with this, the charter may also contain a condition on the need to obtain the approval of other shareholders when alienating the company's securities to third parties.

Preemptive right in the framework of the additional issue.

The provisions of the charter of a non-public joint-stock company may now contain conditions that shareholders do not have a pre-emptive right to purchase shares issued as part of an additional issue.

Society status.

In accordance with the updated version of the law, from now on, the shareholders of the company have the opportunity to change the status of a joint-stock company from non-public to public, or vice versa. In the first case, it will be necessary to register a prospectus of shares and conclude an agreement on their listing, and in the second case, it will be necessary to obtain permission from the Central Bank to refuse to disclose information and withdraw securities from public trading.

Registrar approval.

According to Art. 9 of the above law, the establishment of a JSC is not possible without the approval of the registrar, i.e. an independent person who will be entrusted with maintaining the register of shareholders.

The possibility of establishing a stricter majority.

The charter of a non-public joint-stock company may provide for the need for a stricter majority of votes for the adoption of certain decisions by the meeting than is established by law. Along with this, the list of issues that can be voted by the meeting exclusively unanimously has been somewhat expanded. For example, it will no longer be possible to make significant changes to the charter of a JSC without a unanimous decision.

Capital.

In accordance with Art. 26 of this law, the minimum authorized capital for a PJSC is set at 100 thousand rubles, and for a non-public JSC - 10 thousand rubles.

Additional rights of holders of preferred securities.

It is possible to secure in the charter of non-public joint-stock companies additional rights for the owners of preferred securities. An example of such a right is the possibility of obtaining the right to vote by the holder of preferred shares on issues within the competence of the general meeting.

General meetings.

The law clarified some features of convening and holding a general meeting. (vs. 52-54, 55, 58, 62). Some of these provisions will come into force only in July this year.

Sale of shares to the company.

The law clarified the grounds and procedure for the redemption of securities by the company (Articles 72, 75, 76). Some of these provisions will come into effect on July 1 of the current year.

Purchase of large promotional packages.

The law clarified and somewhat supplemented the procedure for purchasing large shareholdings in PJSC (Chapter 10.1). Most of the new provisions will come into effect in July this year.

Mandatory audit.

From now on, for all joint-stock companies, including non-public ones, an audit is mandatory.

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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. Major transaction

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 its 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 (realization) of the company's ordinary shares, and transactions related to the placement of issue-grade securities convertible into ordinary shares society. The charter of the company may also establish other cases in which 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 accounting data, is compared with the book value of the company's assets, 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 take 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 balance sheet 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, independently or jointly with his affiliated person (persons), to acquire 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 he owns, must 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 owned by them and equity securities convertible into ordinary shares 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 clause. The decision of the general meeting of shareholders on exemption 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 offer 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 company is called a 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 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 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 company. 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 people. 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 the federal law"On joint-stock companies" states 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 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 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 such a 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 included in the relevant commission, which is annually elected 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.

A joint-stock company (one of the varieties of companies of an economic direction) is, in contrast to public associations (see the federal law on public associations), commercial organization, the main direction of which is the receipt of profit. The authorized capital of any joint-stock company is divided into a certain number of shares, which certify the obligations of each shareholder (participant) in relation to the company as a whole.

In accordance with the legislation of the Russian Federation, the shareholders of the above-mentioned company bear the risk of losses that are directly related to the activities of the joint-stock company, within the value of their shares, and are in no way responsible for its general obligations. In the modern state, there is a joint-stock company - the most common form of organizing large and medium-sized businesses, while medium-sized businesses often use the form of a closed joint-stock company, big business- open. Like other activities in Russia (the field of countering terrorism, social insurance, medical care, etc.), the activities of joint-stock companies of any type, as well as their form of creation, reorganization and liquidation, are regulated by Federal Law No. 208-FZ of December 26, 1995. "On joint-stock companies". The law contains in its structure 14 chapters and 94 articles.

Chapter 1 of the Law on Joint Stock Companies defines general position regulatory legal document. The articles define the basic concepts applicable to this area, fix the scope of the law and the main provisions on joint-stock companies, responsibility, company name and location of the companies. Chapter 1 characterizes branches and representative offices of companies, subsidiaries and dependent companies, open and closed companies.

The procedure for the creation and liquidation of joint-stock companies is described in detail in Chapter 2 federal law on joint stock companies. The articles of the law define the institutions of companies, the founders, the charter, including the introduction of additions and changes, the form of state registration of the company (with additions and changes to the charter), the form of reorganization, merger, accession, division and separation of the company (Article 19.1 interprets the features of such actions ), transformation, as well as the detailed procedure for the liquidation of a joint-stock company.

Chapters 3-4 of the law on joint-stock companies determine the authorized capital of companies, the net assets of the company, as well as the form and procedure for placing shares, bonds and other securities by the company. Articles 25-29 establish minimum size authorized capital of joint-stock companies, rules for increasing or decreasing authorized capital companies and protecting the rights of creditors in such actions. At the same time, the procedure for paying dividends by the company, including restrictions on payments, is defined in Chapter 5.

Chapters 6-8 regulate the register of joint-stock companies, the form of general meetings of shareholders and the board of directors, which are the supervisory board, as well as the executive body of the company. These chapters list, article by article, the rules for maintaining the register, competence, rights and obligations, as well as the responsibility of the general meeting of shareholders, the board of directors and the executive body in relation to the company. Chapters 9-10 regulate activities in the area of acquisition and redemption of outstanding shares by the company, as well as in the course of major transactions by the company. Chapters 12-13 establish the types of control over the activities of a joint-stock company by the state, as well as the form of accounting and reporting for companies. The final provision of the legal document regulates the procedure for the entry into force of the law.

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