Public and non-public companies. public company

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Paragraph 2 of Chapter 4 of the Civil Code contains general rules about economic partnerships and societies. General rules are contained in Articles 66-68, these articles have been amended since 09/01/14. Article 66 enshrines the legal definition economic society is a corporate commercial organization with the authorized capital divided into shares; the property created at the expense of the contributions of the founders belongs to him by the right of ownership.

Features of the economic company:

  • 1. Membership.
  • 2. Availability authorized capital divided into a certain number of shares or shares.
  • 3. Belonging to the society of property on the right of ownership.
  • 4. The presence of corporate rights of the company's participants in relation to the company.
  • 5. Management is carried out by forming a general meeting, decisions are made by voting.
  • 6. General legal capacity of the business entity.

Article 66.3 - public and non-public companies.

A new classification for Russian law into public and non-public companies is introduced. Classification value: shield joint-stock companies, whose shares are not publicly placed, from excessive regulation of the shareholders' legislation.

Criteria for classifying a business company as public:

  • 1. The presence in the company name of an indication of the publicity of the company.
  • 2. Public offering of the company's shares on the stock exchange; public offering of securities convertible into shares.

These criteria are subject to application to those JSCs that were created before 09/01/14 and meet the criteria of publicity. The law established that only JSCs can be public, while limited liability companies and JSCs can be non-public. Character legal regulation inside public and non-public companies should differ significantly.

Public companies place shares on the stock exchange by open subscription, have the opportunity to attract any third parties to participate in the company, and, therefore, their actions can violate the rights and interests of an indefinite number of persons. In order to prevent such violations, the rules regarding the regulation of corporate relations in public companies should be more stringent.

Non-public companies involve close or a predetermined circle of people. The new version of the Civil Code allows non-public companies to change the general rules established by law by special legislation, such changes are made in the founding document - the charter. The decision to establish rules other than those provided for by the Civil Code must be taken by all participants in the company unanimously. The Civil Code only defines the scope of dispositivity.

The Civil Code provides for the possibility for non-public companies to change the competence of the general meeting of participants - it can be either narrowed, i.e. some of the issues that are legally considered by the general meeting can be transferred to the management of a collegial management body (board of directors), or expanded, i.e. such issues that are not considered by the general meeting can be referred for consideration by the general meeting. The Civil Code established a number of issues that cannot be referred to another body for consideration. Issues that the general meeting always decides:

  • 1. Amendments to the charter.
  • 2. Reorganization and liquidation.
  • 3. Formation of governing bodies (collegiate and executive)
  • 4. Determining the amount of nominal value of the category of authorized shares, as well as determining the rights that are granted by the shares.
  • 5. An increase in the authorized capital, disproportionate to the shares of participants or at the expense of third parties.
  • 6. Approval of internal documents that are not constituent.

Article 66.3 does not include the distribution of profits and losses in the list of issues that relate to the consideration of the general meeting. There is no unequivocal opinion in the literature regarding the possibility of transferring the issue of the distribution of profits and losses to another body for consideration. The Civil Code contains Article 67.1, clause 2, which establishes the exclusive competence of the meeting of participants in a business company: the exclusion of a participant from the company, the distribution of profits and losses. The lecturer believes that here it should be said that there is a contradiction between the norms 66.3 and 67.1.

The Civil Code allows for the refusal to create a collegial body, provided that all functions of such a body are transferred to a collegial governing body. In a non-public company, it is possible to exclude the audit commission from the body. The Civil Code allows establishing a different procedure for preparing, convening and holding a general meeting of participants and shareholders.



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12.10.2018

Despite the fact that the rules on public and non-public companies have been in force for more than three years, our readers often ask about which societies are public and which are not, and what are the main differences between them. Our new article will answer these questions and allow you to more fully understand this problem.

Definition of concepts. Main distinguishing features

The concepts of both public and non-public companies are given in the Civil Code of the Russian Federation and in the law on joint-stock companies. If we analyze the articles of the above normative acts, we can draw the following conclusions.

Public Joint Stock Company (hereinafter - PJSC)- this is a legal entity created for profit, having in the Charter an indication of its publicity, with a capital of at least 100,000 rubles, consisting of the nominal value of shares (and securities convertible into shares), placed through an open subscription and freely circulating on the market valuable papers.

Unlike him, non-public society- this is a legal entity created for profit, with an authorized capital of at least 10,000 rubles, consisting of the nominal value of shares or shares that are not subject to free placement and circulation on the market.

Many lawyers argue that the main difference between the two forms is the possibility of free circulation on the market for shares (and shares) of a legal entity. All other signs are secondary . Indeed, the state can even tomorrow increase the size of the authorized capital of a non-public company to 500,000 rubles, and of a public company to 1,000,000. However, it will never change order of treatment shares or shares. Therefore, it is he (that is, order) that is the watershed along which the main difference between a public society and a non-public one passes.

In the same time, arbitrage practice tells us about one more important detail. The law and arbitration believe that if a company does not have all the signs of publicity, but at the same time it has changed the Charter and indicated this fact in it, then it is still PAO. Thus, one Far Eastern company registered a new charter and became a public company. At the same time, it did not register an issue prospectus and did not even begin to prepare shares for the market. Nevertheless, the Central Bank of the Russian Federation immediately held the organization liable for violating the rules for information disclosure. The company appealed against this decision in court, but the arbitration upheld the decision of the regulator. In issuing a judicial act, the arbitration explained that, despite the absence of signs of publicity, the legal entity still became PJSC from the moment this fact was indicated in the Charter. Even if it didn't issue papers. (Decision of the Arbitration Court of the Sakhalin Region in case No. А59-3538/2017 dated November 9, 2017). Thus, the main sign of the publicity of a legal entity is still a direct indication on it in the statute.

Characteristics of a non-public society

An essential feature of this form of organization of the company is the absence of free circulation of shares or shares in the market, as well as references in the Charter to publicity. The owner of securities or shares cannot sell them whenever he wants and to whom he wants. On such an operation, he must first notify the partners (and the society itself) and offer them his package or share. Accordingly, these securities and shares cannot be placed on the stock exchange. Failure to comply with this principle will result in the transaction being challenged in arbitration.

So, the owner of the shares of a non-public joint-stock company, which is a fishing enterprise, decided to part with his papers. By law and the Articles of Association, he was required to notify his company of his desire to sell the shares. However, the subject acted differently. He placed an advertisement on the local TV channel for the sale of his papers in the amount of 158 pieces. This announcement was seen by other co-owners of the JSC and immediately turned to the company's management with the question: why is the pre-emptive right violated when buying shares? The management of the legal entity, in turn, only shrugged it off - lately none of the owners have applied to the joint-stock company in order to sell their shares. Then the co-owners turned to the registrar and found out that indeed one of their partners secretly sold the package to a third party. Naturally indignant shareholders appealed to the court, which recognized the transaction as illegal and transferred the rights and obligations of the acquirers to the co-owners. (Decision of the Arbitration Court Kamchatka Territory in case No. А24-5773/2017 dated 12/18/2017).

Further, an organization of this type can function without a Board of Directors (BOD) at all. Moreover, after 2015, when many JSCs moved into this category, they gladly liquidated the Board of Directors due to “their complete inefficiency and high cost”, and the functions of these structures were redistributed among other bodies of the legal entity. (Decision of the Arbitration Court Novosibirsk region in case No. А45-18943/2015 dated October 23, 2015). Well, about inefficiency, of course, one can argue, but the costs of maintaining the Soviets are really very high.

Next important point is that when the number of owners of securities does not exceed 50 people, the company has the right not to fully disclose information about itself. On the other hand, if the number of shareholders exceeds this figure, then the organization is simply obliged to publish its accounting and annual statements for public information. Failure to comply with this requirement leads to the fact that the management of the Central Bank of the Russian Federation immediately issues an order to the violator and requires compliance with the law. (Decision of the Arbitration Court Nizhny Novgorod region in case No. А43-40794/2017 of 01/24/2018).

Given the closed nature of the company, its size, as well as the lack of free circulation of shares on the market, the legislator allowed non-public companies to involve not only a registrar, but also a notary as a counting commission. Such "liberty" in the PAO is strictly prohibited.

Further, a certain "closeness" of the NAO also affects the procedure for purchasing securities. Thus, if a PJSC is subject to requirements regarding compliance with the procedure for mandatory and voluntary proposals co-owners when buying large blocks of shares (more than 30%), then such rules do not apply to a non-public company. Buyers of its assets are not limited to such additional procedures. At the same time, the legislator established that the general meeting and the Charter of the NAO can, in principle, limit the number of shares owned by one owner. In turn (as we will see below), this rule is no longer applicable to PAOs.

Main characteristics of PAO

As we said above, main feature PJSC is a reference to this form in the Articles of Association and the free circulation of shares on the market. However, in addition to these signs, there are others.

For example, the counting of votes and, in general, the duties of the counting commission in PJSC are performed only by a registrar with a license. No notary public can replace him. To do this, he allocates his representative, who is present at the meeting, counts the votes and certifies the decisions. (Decision of the Arbitration Court of the Voronezh Region in case No. А14-16556/2017 dated November 22, 2017). The absence of the registrar automatically leads to the invalidity of the meeting.

Further, the entity that has bought more than 30% of the voting shares must send the co-owners a mandatory offer to purchase such shares from them. If this requirement is not met, the Territorial Administration of the Central Bank of the Russian Federation issues an order to eliminate the violation of the law. (Decision of the Arbitration Court of St. Petersburg in case No. А56-37000/2016 dated 01.11.2016). There is no such requirement for a non-public company.

Next feature A public company is required to have a Board of Directors. Moreover, it must include at least 5 people. As we said above, a non-public legal entity has the right to refuse this structure. The law does not prevent this.

In addition, unlike NAO, the legislator categorically prohibits limiting the number of shares owned by the owner in PJSC. So, in one of the Moscow public companies, the general meeting limited the number of shares that can be in the hands of one owner. This was done in order to prevent municipal authority concentrate a controlling stake. However, the arbitral tribunal recognized as null and void the provision of the Charter, fixing this requirement, and declared such a decision of the meeting illegal. (Decision of the Moscow Arbitration Court in case No. А40-156079/16-57-890 dated 06/14/2017).

Additional differences arising from organizational and legal forms

When characterizing public and non-public companies, many research lawyers face certain difficulties. The latter are caused by the fact that the legislator (one might say generously and not always systematically!) "scattered" them according to the Civil Code of the Russian Federation and the law on joint-stock companies. At the same time, he often preferred reference or binding norms. For example, having defined the concept of a public organization, he immediately indicated that if an LLC or JSC does not have the characteristics of such a legal entity, then it is considered non-public. Therefore, it is necessary to look for each article in the text of laws containing mandatory requirement to one organizational-legal form and, on its basis, derive the opposite possibility for another.

For example, the Civil Code of the Russian Federation (Article 97) clearly states that PJSC cannot give the General Meeting the authority to resolve issues that (by law) should be decided by other bodies of the company. And from this follows the conclusion that a non-public company, in turn, has the right to do this.

Or another example, the Civil Code of the Russian Federation prohibits a public company from placing preferred papers below the nominal price of ordinary shares. However, he does not say anything about NAO. Therefore, she has every right to such an operation.

If we carefully analyze other similar norms, we can conclude that, in general, they provide additional features for non-public companies. The main ones include the right of a shareholder to demand the exclusion of another co-owner from the Company in case of violation of the charter, the possibility of the existence of several types of preferred shares intended for voting on certain issues, and even the possibility of a decision by the General Meeting on issues not indicated on the agenda, if all shareholders were present. Such "freedom" in PAO is unthinkable.

General features

Along with the differences between NAO and PAO, there are a number of common features. Thus, the rights of subjects to receive dividends, participate in management and property after the liquidation of the company are confirmed by their shares. In addition, companies may have several directors acting jointly or independently of each other. In the latter case, information about this must be entered into the Unified State Register of Legal Entities.

Further, participants in both public and non-public companies have the right to conclude a corporate agreement or shareholder agreement. In accordance with this document, the owners of the company agree to exercise their rights in a certain way, or refuse to use them. However, the terms of such an agreement should not be contrary to law.

The next feature that unites PJSC and NAO is the obligation to use the services of a registrar. By the way, it was this requirement that forced many owners in 2015-2018 to abandon doing business in the form of a JSC and re-register it as an LLC.

In addition, PJSCs and non-public companies can apply to the Central Bank of the Russian Federation with a request to release them from the obligation to publicly disclose information (Article 92.1 of the JSC Law).

LLC is a non-public company

If you carefully read the articles of various experts about public and non-public companies, you can come to the conclusion that almost all of them talk only about NAO and PJSC. That is, joint-stock companies. At the same time, the authors diligently avoid the issue of LLC, although the legislator attributed this organizational- legal form to private companies. The answer lies on the surface. A share is still a security, and a share is a kind of symbiosis of property and non-property rights, as well as obligations of an LLC participant, expressed in monetary and percentage terms. Accordingly, their legal characteristics and turnover differ significantly. And in this case, the researcher stops at a loss, because many of the signs that are characteristic of HAE do not apply to LLC at all. For example, he has no obligation to conclude an agreement with the registrar and transfer the register of owners to him for maintenance, and even more so to him does not include all the rules governing the legal status of shares.

Further, the LLC may indicate in the Articles of Association that its decisions are confirmed by simple signatures of the participants. But in any case, the NAO must invite a registrar or a notary to the meeting. So study legal status LLC, as a non-public company, deserves a separate article.

Brief conclusions

Let us now sum up some results. First of all, the legislator has listed in some detail the features of public and non-public companies. However, at the same time, he “scattered” the norms under the Civil Code of the Russian Federation and the law on joint-stock companies, which seriously hampered them. complex analysis. However, he could not do otherwise. After all, novels were introduced not for theoretical researchers, but for practical application. On the other hand, corporate lawyers now need to have remarkable knowledge in this area in order to skillfully apply new provisions and prevent accidental violations of the law.

Further, giving a description of public and non-public companies, the authors of the bill brought some confusion into the theory of legal entities. So, without mentioning such a function of a legal entity as “making a profit”, and referring LLCs to non-public companies, they made it possible to put forward assumptions that even non-profit organizations may belong to this category.

In addition, by introducing the term “public”, the legislator actually created new organizational and legal form - PAO . On the other hand, his antonym - “non-public” led to the emergence of JSC (not even NAO!) instead of CJSC, but did not change the legal form of LLC at all. It is as it was LLC, and remains. This contradiction has already led to disputes among legal scholars regarding the legal nature of these terms.

On the whole, let us emphasize once again: corporate and joint-stock legislation becomes more complicated every year. Therefore, we strongly advise our readers, if questions arise in this area, to use the help of only qualified specialists specializing in this area. This will, in the end, avoid many problems.

On September 1, 2014, some changes in the Civil Code came into force Russian Federation. There was a division of joint-stock companies into two types, according to the principle of the possession of certain characteristics by organizations. The first type is public joint-stock companies. Such organizations are more open. The second type is non-public joint-stock companies, they are more closed, but at the same time the management system in them is less strict. Instead of the usual abbreviations, new ones appeared, such as NAO and PAO. You can read more about public and non-public joint-stock companies in this article.

Public Joint Stock Company

This is the name of those enterprises whose shares have a public circulation in accordance with the legislative acts on securities. This may be access to stock exchanges, emission for the purpose of generating income, etc. Also, the publicity of a joint-stock company is determined by the fact that the statutory documents state that the organization is open in one form or another. The control of such firms is more stringent due to the fact that they may affect the interests of third parties, because citizens can purchase shares in these organizations. For example, a supervisory board of five people must be present as a supervisory body. It should also be noted that all United Joint Stock Companies (OJSC), based on the new legislation, become public. Moreover, new changes in the legislation provide for openness and transparency of data related to the owners of securities issued by PJSC. They also have a number of additional nuances and innovations, for example, a society will be considered public, provided that the number of its members exceeds five hundred. More detailed information set out in the first paragraph of Article 66.3 of the Civil Code of the Russian Federation.

Non-public joint stock company

This is an enterprise whose participants are strictly defined, information about these persons is recorded at the time of the organization's creation. The innovation allows you to correct and amend the charter of the organization, form management bodies, influence the board of directors and the meeting of shareholders on various issues by voting. All CJSCs, as well as some LLCs, will now be called non-public.

It is important to note the lower obligations in relation to the owners of securities, which are borne by a non-public joint-stock company. Responsibility to depositors is less than in the case of open organizations. This is due to the fact that a non-public joint-stock company has a limited number of owners of securities, strictly limited by the statutory documents. Speaking more plain language, participants are initially warned of all risks and possible losses. Often shares in such companies are not issued at all, and such enterprises are partly the result of privatization or the consequence of a peculiar model of management with equity participation to delegate responsibility.

Terminology changes in accordance with legislation

As mentioned above, all enterprises referred to as JSCs are now called public joint stock companies. The changes also apply to other organizational and legal forms. CJSC is a non-public joint-stock company. The latter will also include some LLCs, but subject to the availability of the necessary features.

In addition, all firms established before the legislation was updated do not have to undergo any re-registration procedures. This rule valid only if no adjustments to the registration data are required. For example, the relocation of companies to another office or a change in the type of activity may be the basis for a change in legal form. It should be noted that it may be necessary to change the articles of association in accordance with the new legislation, if necessary. As for the new abbreviations in the names, the non-public joint-stock company is abbreviated - NAO, public - PJSC.

Information about the owners of securities

Both in the case of a public and in the case of a non-public company, the register of shareholders must be maintained by an independent competent organization. Otherwise, there is a risk of getting a fine and bringing additional checks on your company. This rule was introduced in October 2013. The choice of a registrar company that will maintain the register of shareholders is a very responsible decision. Before accepting it, you should make sure that the company to which you entrust this task is fairly conscientious, has good experience in this area and has been operating for a long time. Otherwise, there is a risk of various problems and additional litigation. It is also recommended to look at the clients of such companies. The more serious these firms, the better for you. The decisions of all meetings must be included in the register by the company that takes responsibility for maintaining it.

Nominal capital

These are the funds of the enterprise formed by issuing securities. They are also called authorized or share capital due to the fact that their size is specified in the charter of the organization. This is the amount invested by the participants to ensure the statutory activities of the company. The amounts of these funds are fixed in the constituent documents of the organization in accordance with existing laws. According to the Civil Code, share capital- the smallest amount of funds that guarantee solvency to creditors. The law provides for the possibility of increasing the nominal capital. This is possible if at least two-thirds of the participants vote for such a decision and subject to the laws provided for in specific cases. As funds, property can be contributed to the share capital both in the form of cash and their equivalents in kind, for example, in the form of property. In the case of depositing funds in another form or in the form of a property right, they are evaluated using an independent examination.

Statutory document of the NAO

When creating a non-public JSC, you must have various papers and completed forms with you. The charter of a non-public joint-stock company is a key document. It contains all the information about the organization, it tells about its property, participants and their rights, about the activities of the formed enterprise, etc. In case of problems and disputes, the Charter will be the supporting document in legal proceedings. Therefore, it must be written in such a way that it does not contain loopholes and flaws that can be used in court against the organization. When drawing up the Charter, it is recommended to study in detail all the legislative acts, one way or another related to the activities of the organization, or contact lawyers who have experience in this area or specialize in the development of such documents.

Statutory document of PJSC

The charter in such enterprises is in many respects similar to a similar document of a non-public joint-stock company. Exception - it must state that the organization is open. For example, the procedure for issuing shares, their circulation, entering the stock exchanges is indicated, the dividend payment policy is prescribed. It may also prescribe the procedure for the circulation and issue of other securities, but it must be possible to convert such bills into shares. In general, the Charter of a public joint stock company should be developed even more responsibly than in the case of the NAO. This is due to the high potential liability and obligations to shareholders, which, in fact, can be anyone. This means that the risk of claims from various physical and legal entities and representatives of the state in the case of PJSC is much higher. The development of documentation requires a responsible approach and the work of specialists.

Authorized capital of NAO

When forming the authorized capital, the basic legal acts will be the Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.

According to the Civil Code of the Russian Federation, these include organizations whose nominal capital is divided into a certain number of securities. Members of the company cannot incur losses or liabilities in excess of the value of the securities they own.

AT this case when the authorized capital of a non-public joint-stock company is considered, securities cannot be placed openly. The share of promissory notes owned by the owner may be limited by statutory documents. The number of votes granted to one bearer of securities may also be indicated. In this case, the minimum authorized capital of a joint-stock company must be equal to at least one hundred minimum wages (minimum wages).

Authorized capital of a public joint stock company

In the situation with PAO, the rules similar to the previous case apply. Key acts will be latest editions Civil Code of the Russian Federation and Federal Law 208 “On Joint Stock Companies”.

The authorized capital of a public company consists of shares acquired by the owners at their original cost at the time of issue. The par value of the securities must be the same. Just like the rights of shareholders, which should be equal. The size of the authorized capital can either increase or decrease in accordance with the current market situation. This happens through the issuance of additional securities or through the purchase of own shares from large investors. The authorized capital must include at least 1000 minimum wages.

PAO members

In this case, the participants will be all the owners of the shares of the company. Any citizen of the Russian Federation who has reached the age of 18 can become a PJSC participant. Shareholders bear no legal and liability for the actions of society, but only have certain rights. For example, they may take part in general meeting and vote. The only possible losses for the owners of securities are associated with the value of shares or dividends.

NAO members

The procedure for membership in organizations of this type is different from PJSC. Only participants in a non-public joint-stock company will be founders. This is due to the peculiarities of the regulation of such firms. The founders will also be shareholders, and their bonds do not extend beyond this organization. Participants cannot be more than fifty people, otherwise NAO must be reorganized into a public joint stock company.

Reorganization from one form to another

The legislation provides for the possibility of changing one legal form to another. On the example of the transformation of NJSC into PJSC, the following obligations that arise before the organization can be distinguished:

  • Increase in the authorized capital to the required minimum (1000 minimum wages).
  • Development of documents confirming the change in the rights of shareholders.
  • Issue of shares.
  • Complete inventory.
  • Involvement of an auditor.
  • Development of a new charter and related documentation.
  • Re-registration in the Unified State Register of Legal Entities.
  • Transfer of property to a new legal entity.

Registration: public and non-public joint-stock companies

The first step is to choose the legal form, public joint stock company or another type, in accordance with the needs of the organization being created. Next, you need to prepare everything Required documents: an agreement between the founders, if there is more than one person, then - documents on the types and types of shares, their value and quantity. After that, a charter is developed, which includes:

  • The name of the organization in full and in the form of abbreviations, in the case of a public company, this should be reflected in the name.
  • Legal address.
  • Number and price of shares at par.
  • Types of issued shares.
  • The rights of shareholders owning one or another category of shares.
  • The cost of the authorized capital.
  • The procedure for holding various meetings, voting and decision-making.
  • The powers and decision-making algorithm of the governing bodies - in accordance with applicable law.

Now you need to register the company in the local tax authority, in which one - depends on the city and region in which registration takes place. It is necessary to fill in and provide all the required documents, certify them with a notary and pay a fee. Registration will be done within 5 working days. Then you will have exactly 30 days to issue and register shares, and you will also need to choose a company to hold the register of shareholders.

It should be noted that the process of registration and creation of joint-stock companies is a very responsible decision. Problems with documentation and various forms can arise even when registering an individual entrepreneur, so you should not save on creating a future organization; if any difficulties arise, it is recommended to contact competent specialists in the tax, legal and financial fields. The right organizational and legal form is the first step on the way to successful business, and this choice should be made as deliberately as possible.

The variety of commercial companies, partnerships and cooperatives can be confusing. Many do not understand why create so many different forms organization of activities. It is worth understanding their differences. This will allow you to choose best option. So, let's find out how a general partnership differs from a limited partnership, what is the difference between a public and non-public joint-stock company.

What is the difference between a public joint-stock company and a non-public one?

To begin with, let's put comparative characteristic public and non-public joint-stock companies. The first thing that distinguishes all types of joint-stock company is the procedure for the formation of its capital. For such companies, the issuance of shares is typical, but the conditions for their acquisition are different. There are also differences in the composition of participants, the size of the authorized capital and the mandatory public reporting.

  • One of the signs is the free distribution of shares. Any purchaser of shares can become a member of such a company. The number of participants in the PJSC can be very large, and management is carried out by 4 various types. At the same time, PJSC is obliged to publish open statements annually, and the authorized capital cannot be less than 100,000 rubles.
  • For the main managerial link is the meeting of the founders. Only they have the right to own shares, their free distribution is unacceptable. The number of NAO participants cannot exceed 50 people. Exceeding this number requires a change in the form of activity. When one of the NAO members withdraws, the right to purchase his shares is assigned to the other participants. This form of organization does not require the publication of financial statements, and the authorized capital is minimal - 10,000 rubles.

Below is a table comparing the characteristics and differences between a public and non-public joint stock company.

Differences between public and non-public joint-stock companies

Now let's talk about the difference between a general partnership and a limited partnership.

Even more useful information about public and non-public joint-stock companies is contained in this video:

Comparison of a general partnership from a limited partnership (limited partnership)

These two types of partnerships differ in the form of management and the responsibility of the participants. There are also two types of partnerships. In every variety of such an organization there are full comrades. Only they are present in the PT, and in the limited partnership there are also limited partners. The latter cannot take part in the management of the partnership, as well as answer for its debts in excess of the amount of their contribution. General partners of both varieties are liable with all their property, regardless of the size of the share in the organization.

  • A general partnership implies equal rights and obligations of all participants. There cannot be less than two of them, while they must be or. Each partner has 1 vote, and decisions are made unanimously or by a majority of participants, depending on the instructions in the memorandum of association. The partners bear full responsibility with all their property.
  • There are 2 types of participants. Some of them do not take a role in management and bear minimal responsibility - these are comrades-commanders. They do not have the right to vote in decision-making and are liable for the partnership's debts only by the amount of their contribution. The second type of participants is full comrades. It is they who manage the organization in accordance with the features prescribed in, and also bear full responsibility for the arising debt obligations.

Comparison of general partnership and limited partnership

This video compares general partnerships and limited partnerships in terms of contributions:

Differences between business partnerships and production cooperatives

There are important differences between the two forms of organization. They apply to the responsibility of participants, and to their number, and even to the form of contribution.

Cooperatives are more often organized for a specific purpose and of a certain type, partnerships are founded for profit.

Signs of HT

Depending on the allowed number of participants. Full and partial liability for debt obligations is possible. General partners are liable with their personal property, and limited partners only with the amount of their contribution. The choice of form depends on the participants themselves, while general partners must issue an individual entrepreneur or legal entity.

Mostly HT of any type involves the pooling of capital and experience, without requiring personal labor contributions from participants. , in which one participant remained should be renamed into a society.

PC features

Members may become persons who are unable to contribute cash. As a share, it is permissible to make personal property or a labor contribution. The number of members in a cooperative cannot be less than five, and although their responsibility is subsidiary, it has certain features. When the number of participants decreases to less than 5, the cooperative is obliged to change the form of organization or take an additional member with his voluntary consent.

According to the charter, liability can be limited to a certain amount. The law allows linking its value to the size of the share. At the same time, the share itself from each participant may differ in size. For members of the cooperative there is no need for everyone

In connection with the reform of corporate law, the classification of business entities has changed, which has become familiar over a fairly long period of existence. Now there is no OJSC and CJSC. They were replaced by public and non-public Next, we will consider the changes in more detail.

New Categories: First Difficulties

So, instead of OJSC and CJSC, public and non-public companies appeared. The law changed not only the definitions directly, but also their essence and features. However, the categories are not equivalent. Thus, a CJSC cannot automatically become non-public, just like an OJSC - public. The adopted wording of the norms can be interpreted in two ways. Explanations today are not enough, and there is no judicial practice at all. In this regard, it is not surprising that companies may encounter difficulties in the process of self-determination.

Goals of the new classification

Why was it necessary to introduce public and non-public companies? The rules for regulating intra-corporate relations that existed for CJSCs and OJSCs, according to the rule-makers, were not clear enough. The new classification is supposed to establish differentiated management regimes for companies that differ in the nature of turnover and shares, as well as the number of participants.

The essence and features of software

A public joint-stock company shall be considered a joint-stock company in which the shares and securities convertible into them are placed through an open subscription or public circulation in accordance with the conditions established by regulatory enactments. The turnover is carried out within an indefinite circle of participants. A public society is distinguished by a dynamically changing and unlimited subject composition. Openness means that the company is focused on a wide range of participants. The public society is characterized big number diverse shareholders. In order to maintain a balance of interests of the participants, activities in such joint-stock companies are regulated mainly by imperative norms. They prescribe standard, unambiguous rules for the behavior of corporate participants. The use of provisions that are not allowed to be changed at the discretion of the dominant subjects of the company guarantees the attraction of investments.

Software activities

Public companies borrow on the stock market among an unlimited number of persons. These corporations cover a wide range of diverse investors. In particular, software interacts with the state, banks, investment companies, collective and pension investment funds, and small individual entities. The activities carried out by public companies, as mentioned above, are regulated by imperative norms. This indicates relatively little freedom of intracorporate organization.

Essence BUT

A non-public company is a company that does not meet the criteria established by law for a public company. These criteria are given in Art. 66.3 of the Civil Code. BUT - corporations that place securities within a predetermined circle of entities. They are not released to the public. In addition, BUT are based on a low-turnover asset - shares of an LLC. Public and non-public companies differ in the mechanisms used to manage internal corporate relations. So, DOs can apply special subject composition of participants. They have greater freedom of internal corporate self-organization.

Features of the functioning of NO

The activities carried out by non-public companies are regulated mainly by dispositive norms. They allow the introduction of individual procedures for the conduct of company participants at their discretion. Non-public companies do not borrow on the share market.

Regulatory division

Today, the border between imperative and dispositive management runs between JSC and LLC. The reform of the Civil Code shifted it somewhat. However, according to some critics who analyze the order in which public and non-public joint-stock companies exist today, there is some confusion of different when they are assigned to any of the categories. However, there is another opinion on this matter. When corporations are included in public and non-public joint-stock companies, the fundamental differences between entities are not called into question. The features of the turnover of securities and shares are quite clearly expressed, which is the main feature for classification. The division into public and non-public societies is reduced solely to an attempt to form common regimes of governance. At the same time, the expansion of the influence of dispositive norms does not apply to the features that distinguish the circulation of securities. Due to insufficient practice and the absence of a number of clear formulations, it is difficult to classify some JSCs as public and non-public companies.

Comparative characteristics

Public and non-public companies mainly differ in the way that is used when placing securities. How these procedures are carried out in DOs and software is described above. Under the public offering of securities understand the alienation through an open subscription. It is a way to increase the share capital of a corporation. The SO carries out paid placement of an additional number of shares in the process of issue among an unlimited number of subjects. The method of alienation of securities is included in the decision on their issue. This document is approved by the board of directors and is registered with the state market regulator. Previously, the Federal Financial Markets Service of the Russian Federation and the Federal Securities Commission of the Russian Federation acted as it. Currently, the state regulator in the market is the Central Bank of the Russian Federation. After registration, the document must be kept by the issuer. According to the text of the decision, it can be established whether an open subscription of an additional number of shares was carried out or not. Public and non-public companies also differ in the way securities are traded. Turnover is a process of concluding civil law transactions. They entail the transfer of ownership of shares (securities) after their first alienation, following their release by the issuer (outside the issue procedure).

The sign is an open call. What does it mean? This term should be understood as the turnover of securities (shares) within organized trading. Public circulation can also be carried out by offering them to an unlimited mass of subjects. Among the ways to implement this feature, there is also advertising. These provisions are established in Art. 2 of the Federal Law No. 93, which regulates the functioning of the securities market. It should be noted that shares can be traded different methods. In particular, it may be a one-time event. In this case, the appeal has a time limit. This, for example, may be a sale at auction, an auction to a wide range of people. Also, the call can have an unlimited duration. For example, this happens when the turnover is carried out on stock exchanges.

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