Hello! If to speak plain language, a joint-stock company is such an organizational and legal form that is created with the aim of pooling capital and solving business problems. In this article, we will consider in detail how PAO differs from NAO.

AO classification

Until 2014, inclusive, all JSCs were divided into two types: CJSC (closed) and OJSC (open). In the fall of 2014, the terminology was abolished, and the division into public and non-public companies. Let's take a closer look at this classification. It is worth considering that these terms are not equivalent, not only the terms themselves have changed, but also their features and essence.

Characteristics of public and non-public companies

Public joint stock companies (abbr. PJSC) create capital through securities (shares), or by transferring fixed assets into securities. The functioning of such companies, their turnover must fully comply with the Federal Law "On the Securities Market", adopted in the Russian Federation.

Also, taking into account all the conditions that the legislator sets, publicity should be mentioned in the title.

Non-public companies include limited liability companies and joint-stock companies (JSC).

We will consider the comparative characteristic using the table below. It clearly shows important criteria for comparative analysis although this list is not complete.

Table: Comparative characteristics of PJSC and NAO

The main features of public joint-stock companies are as follows:

• The number of shareholders is not limited;
• Free circulation of shares is allowed.

If we talk about the authorized capital, then its size is also determined by federal law. The formation of the authorized capital of PJSC occurs due to the fact that shares are issued for a certain amount of money.

The size of the authorized capital in this case- a value that can vary, decrease or, conversely, increase. It depends, first of all, on how the shares are redeemed. As can be seen from the table above, the amount of the authorized capital is 100,000 rubles.

As practice shows, control by inspection bodies is more stringent than in other cases. This is explained, first of all, by the fact that all the statutory documents say that this society is as open as possible to third parties. That is, it is quite clear that the company's shares can be purchased by citizens. Accordingly, supervisory authorities demand maximum transparency and accessibility of all data.

For more complete information on this issue, it is worth referring to the Civil Legislation of the Russian Federation.

Statutory documents

The main document for PJSC is the charter. As a rule, it reflects all the provisions governing the activities of the organization, and also contains information about openness.

The charter details all the procedures for issuing shares, and also contains information on the accrual and procedure for paying dividends.

Availability of property fund and shares

PJSC property funds are formed, first of all, due to the turnover of the organization's shares. At the same time, the net profit that will be received during the organization's activities can be included in the property fund. The law does not prohibit this.

Governing bodies of PJSC

Principal implementing body management activities in PAO is the general meeting of shareholders. It is usually held once a year, initiated by the board of directors. If such a need arises, the meeting may be held at the initiative of the Audit Commission, or based on the results of an audit.

It often happens that PAO issues a large number of of their shares to the market, then the number of shareholders can number more than one hundred people. Gathering them all at the same time in one place is an impossible task.

There are two ways to solve this problem:

• The number of shares whose owners can participate in the meeting is limited;
• Discussions are held remotely, using the methodology of mailing questionnaires.

The meeting of shareholders accepts all important decisions on PJSC activities, plans activities for the development of the company in the future. The rest of the time, management duties are performed by the board of directors. Let us explain in more detail what kind of governing body it is.

In large companies, the number of board members can be up to 12 people.

Forms of management activity

Formed on the basis of the legislation of European countries. Usually this:

• Meeting of all shareholders;
• Board of Directors;
• CEO in a single person;
• Control and Audit Commission.

As for the types of activity, it can be any, not prohibited by the law of our state. There can only be one main activity.

Some activities require licensing, which can be obtained after the PJSC completes the registration procedure.

The legislation of the Russian Federation requires all PJSCs to post the results of their annual reports on the official websites of companies. In addition, the results of activities for the year are checked for compliance with reality by auditors.

JSCs (joint stock companies), LLC are currently non-public. The main requirements imposed by the legislation on NAO are as follows:

• The minimum authorized capital is 10,000 rubles;
• There is no indication of publicity in the title;
• Shares must not be offered for sale or listing on exchanges.

Important fact: the non-public nature of the organization implies greater freedom in the implementation of managerial activities. Such companies are not required to post information about their activities in public sources, etc.

Statutory documents

The charter is the main document. It contains all the information about the organization, information about ownership, and so on. If there are legal problems, this document can be used in court.

Therefore, the charter must be written in such a way that all sorts of loopholes and flaws are completely excluded. When the charter is in the drafting stage, you should carefully analyze the regulatory documents, or seek advice from specialists who have experience in developing this type of documentation.

In addition to the charter, an agreement called a corporate agreement can be concluded between the founders. Let's take a closer look at this document.

A corporate agreement can be called a kind of innovation, which contains the following points:

• All parties to the treaty must vote equally;
• The total price of shares owned by all shareholders is set.

But this agreement implies one clear limitation: shareholders are not required to always agree with the position of the governing bodies on any issues. By and large, this is a gentleman's agreement translated into a legal plane. If the corporate agreement is violated, this is a reason to invalidate the decisions of the shareholders' meeting.

Note that NAO participants can be its founders, who are also its shareholders. This is due to the fact that shares cannot be distributed further than these persons.

The number of shareholders is also limited, it cannot exceed 50 people. If their number is more than 50, the company must be re-registered.

NAO governing bodies

In order to manage a non-public joint-stock company, a general meeting of shareholders of the company is held. All decisions made at the meeting are certified by a notary, they can also be certified by the person who heads the counting commission.

NAO property

After an independent assessment, it can be contributed to the authorized capital as an investment.

NAO shares

• Not addressed publicly;
• Placement by open subscription is not possible.

If we talk about the types of activities, then everything that is not prohibited is allowed. That is, if a particular type of activity is not prohibited by the legislation of the Russian Federation, it can be carried out.

In general, the essence of NAO is that these are companies that simply do not issue shares on the market, these are CJSCs that practically existed before the adoption of the new law, but still, this is not the same thing.

Obligation to post results financial reporting per year for NAO is not provided. Such data is usually only of interest to shareholders or investors, and in this case they are the founders who already have access to all the necessary information.

The definition of business companies includes public and non-public organizations that carry out commercial activity in which the authorized capital represents shares. The property fund is created at the expense of contributions made by the founders.

Business companies are also classified into public and non-public.

Ability to move from one form to another

The legislation does not prohibit the change of one organizational form to another. For example, NAO is quite acceptable to convert to PAO. What steps do you need to take to do this:

• Increase the size of the authorized capital to 1000 minimum wages;
• Develop documentation that will confirm that the rights of shareholders have changed;
• Conduct an inventory of the property fund;
• Conduct audits with the involvement of auditors;
• Develop an updated version of the charter and all related documentation;
• Carry out the re-registration procedure;
• To transfer property to a newly formed legal entity. face.

As a result of the legislative reforms carried out, there have been many changes in corporate law. Old concepts have been replaced by new ones.

Although all the changes took place back in 2014, in some cities you can still find signs with familiar CJSCs or LLCs. But all new organizations are registered exclusively as public or non-public companies.

Conclusion

The creation and registration of a joint-stock company is a process that requires attention and responsibility. Problems of a different nature arise even in the process, so you should not save on your future company, and in case of any doubt, you should contact qualified specialists.

Implement right choice- this is the first step along a long road to achieving success in, so you need to make a balanced decision, thinking through everything to the smallest detail.

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

Public joint stock company as a type of legal entity

Concept and essence

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

PJSC (Public Joint Stock Company) may differ:

1. Choice of activity.
2. The number of shareholders.
3. Management organization.

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

Read about the joint-stock company below.

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

Characteristics

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

Two characteristic feature PAO:

1. Free sale of shares.
2. Unlimited number of shareholders.

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

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

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

For the main initiators of the creation of a public joint stock company, such an approach to organizing activities makes it possible to attract additional material resources to the business, maximizing the chances for the successful development of the enterprise.

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

Governing bodies

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

The foundation management structure looks like that:

• General Meeting of Shareholders
• Supervisory Board (Directors)
• CEO
• Executive Directorate
• Audit committee.

The structure may be more branched - several directors are legally allowed. It is also possible to participate in the governing bodies legal entities.

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

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

The specialist will tell about the registration of PJSC in the video below:

Founding documents and members

In the documents of PJSC and its corporate name, the need to indicate the publicity of the organization is legally fixed. The main constituent document of a PJSC is the charter of the organization, which defines the full and abbreviated names of the company, the rights of shareholders, the size of the authorized capital, the management structure and much more.

Previously, the participants of the OJSC had access to the possibility of preferential acquisition of shares by persons who were already their holders. Public joint-stock companies are now guided only by federal laws, now they cannot provide for such features of the purchase in their charters. This allows anyone who wants to buy shares without regard to current shareholders.

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

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

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

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

Capital formation

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

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

The public joint stock company replaced the JSC. In this organizational form activities, new nuances appeared, but the principle remained the same - shareholders form capital, have the right to vote and the opportunity to receive dividends. They also remained responsible for paying off the debt obligations of the joint-stock company. The governance structure has become branching, and the openness of data has become even more public.

Before payment full size authorized capital for PJSC it is impossible to organize open sale their shares.

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

Since September 1, 2014, there have been changes in the Civil Code of the Russian Federation, approved on May 5, 2014 by federal law No. 99-FZ. According to this document, in Chapter 4 of the Civil Code of the Russian Federation, amendments are made regarding organizational and legal status joint-stock companies. Namely, such forms of organizations as OJSC and CJSC are excluded from civil legislation. As an innovation, public and. During the transition period, joint stock organizations open type should receive a public status, and closed JSCs should be transformed into a non-stock company.

What is a public company?

Public companies are joint-stock companies whose securities are freely traded on the stock market. Such organizations are required to disclose information about their owners and affiliates, as well as about material facts that can affect the activity of the issuer. This is necessary in the interests of potential shareholders to increase the transparency of the process of investing in the company's securities.

Public societies are characterized by the following features:

• shares of the company can be acquired and freely sold by an unlimited circle of persons;
• information about the ownership structure and results economic activity joint-stock company is in open sources;
• securities of a public company are placed on the stock exchange or sold by open subscription, including through the use of advertising;
• data on completed transactions with the company's shares (their number and price) are available to all market participants and can be used to analyze the dynamics of the value of securities.

Conditions for classifying a company as a public company

According to the new standards (Article 66.3. No. 99-FZ), a joint-stock company is recognized as public in 2 cases:

1. The Company issues its shares for free circulation by public subscription or placement on the stock exchange, in accordance with the law "On the Securities Market".
2. The name and charter indicate that the organization is public.

If an already operating company has the characteristics of an open joint-stock company, it receives a public status, regardless of whether this is mentioned in the name of the company. CJSC and other organizations that do not have these features are recognized as non-public.

From the moment of assigning the status, the activities of public companies in Russia are regulated by the laws on joint-stock companies (No. 208-FZ of December 26, 1995) and on securities (No. 39-FZ of April 22, 1996).

Consequences of acquiring public status

The publicity of the society implies increased responsibility and stricter regulation of its functioning, since it affects property interests a large number shareholders.

1. According to paragraph 7 of Article 3 of Law No. 99-FZ, the name and constituent documents of legal entities must be brought into line with the new version of the Civil Code. This means that open joint stock companies operating as of September 1, 2014 must register changes in their corporate name in the Unified State Register of Legal Entities, including an indication of publicity. At the same time, there is no need to make adjustments to the title documents, if they do not contradict the norms of the Civil Code - this can be done at the first change in the constituent documents of the JSC.
2. From the moment the status of publicity in the name of the organization is fixed in the Unified State Register of Legal Entities, it acquires the right to place its shares on the securities market.
3. A public company must have a collegial management body consisting of at least 5 members.
4. The maintenance of the register of shareholders of a public JSC is transferred to an independent licensed company.
5. The organization has no right to interfere with the free circulation of its shares: to impose restrictions on the size and value of the package in the hands of one investor, to give individuals a preemptive right to purchase securities, to prevent in any way the alienation of shares at the request of the shareholder.
6. The issuer is obliged to place in the public domain information about its activities:

• annual report;
• annual financial statements;
• list of affiliates;
• JSC charter;
• decision to issue shares;
• notification of holding a meeting of shareholders;
• other data provided by law.

In fact, changes in legislation do not significantly affect those joint-stock firms which were open in legal form and in substance. Until September 2014 most of CJSC and OJSC, which did not place their securities on the stock market, but placed them among a circle of limited persons, existed as joint-stock companies only “on paper”. In fact, they were limited liability companies, where instead of shares in the authorized capital, participants acquired shares. Now this position of non-public organizations is fixed de jure.

12.10.2018

Public and non-public companies as subjects of business law

federal law No. 99-FZ, adopted on May 5, 2014, amendments were made to the civil legislation regarding the organizational and legal forms of legal entities. On September 1, 2014, the new provisions of Article 4 of the first part of the Civil Code of the Russian Federation entered into force:

1. Such a form of legal entities as CJSC is now abolished.

2. All business entities are divided into public and non-public companies.

What are public and non-public joint stock companies

Public Joint Stock Company considered public if its shares and securities publicly posted or handled in the securities market. A joint stock company is also considered public, if the articles of association and company name indicate that the company is a public. All other joint stock companies (JSC) and limited liability companies (LLC) will become non-public

What is a public company

Such organizations are required to disclose information about their owners and affiliates, as well as about material facts that can affect the activity of the issuer. This is necessary in the interests of potential shareholders to increase the transparency of the process of investing in the company's securities.

Public companies are characterized by the following features:

- shares of the company can be acquired and freely sold by an unlimited circle of persons;

Information about the ownership structure and the results of the economic activity of the joint-stock company is in open sources;

Securities of a public company are placed on the stock exchange or sold by open subscription, including through the use of advertising;

Data on completed transactions with the company's shares (their number and price) is available to all market participants and can be used to analyze the dynamics of the value of securities.

Conditions for classifying a company as a public company

According to the new standards (Article 66.3. No. 99-FZ), a joint-stock company is recognized as public in 2 cases:

1. The company issues its shares for free circulation by means of an open subscription or placement on the stock exchange, in accordance with the law "On the Securities Market".

2. The name and charter indicate that the organization is public.

If an already operating company has the characteristics of an open joint-stock company, it receives a public status, regardless of whether this is mentioned in the name of the company. CJSC and other organizations that do not have these features are recognized as non-public.

Consequences of acquiring public status

The publicity of the company implies increased responsibility and stricter regulation of its functioning, since it affects the property interests of a large number of shareholders.

1. open joint-stock companies operating as of September 1, 2014 must register changes in their corporate name in the Unified State Register of Legal Entities, including an indication of publicity in it. At the same time, there is no need to make adjustments to the title documents, if they do not contradict the norms of the Civil Code - this can be done at the first change in the constituent documents of the JSC.

2. From the moment of fixing the status of publicity in the name of the organization in the Unified State Register of Legal Entities, it acquires the right to post their shares on the stock market

3. A public company must have a collegial management body consisting at least 5 members.

4. The maintenance of the register of shareholders of a public JSC is transferred to an independent licensed company.

5. Organization not entitled interfere with the free circulation of their shares: impose restrictions on the size and value of the package in the hands of one investor, give individuals a pre-emptive right to purchase securities, prevent in any way the alienation of shares at the request of the shareholder.

6. The issuer is obliged to open access post information about your activities:

annual report;

annual financial statements;

list of affiliates;

JSC charter;

decision to issue shares;

notification of holding a meeting of shareholders;

other data provided by law.

Legislators believe that economic organizations in the form of a CJSC, in fact, they are not joint-stock companies, since their shares are distributed among a closed list of participants and may even be in the hands of a single shareholder. Thus, these companies practically do not differ from limited liability companies and can be transformed into an LLC or a production cooperative.

Reorganization of a closed joint-stock company into a limited liability company is not obligatory. A CJSC has the right to retain its shareholder form and acquire the status of a non-public company in that case, if there are no signs of publicity.

Amendments to the civil law practically do not affect OOO. According to the new classification, these legal entities are recognized non-public automatically. They are not subject to any re-registration obligations in connection with the new status.

Non-public joint-stock companies

A non-public joint-stock company is a legal entity that meets the following criteria:

the minimum amount of the authorized capital is 10,000 rubles;

the number of shareholders is not more than 50;

the name of the organization does not indicate that it is a public

the company's shares are not placed on the stock exchange and are not offered for purchase by open subscription.

from the corporate name of CJSC it follows delete the word "closed".

Recognition of a JSC as non-public provides it with much greater freedom in managing its activities compared to a public company. Thus, the former CJSC is not obliged to publish information about its work in open sources. By decision of the shareholders, the management of the organization may be completely transferred to the hands of the board of directors or the sole executive body of the company. The meeting of shareholders has the right to independently determine the nominal value of shares, their number and type, to grant additional rights to individual participants. JSC securities are bought and sold in a simple transaction.

All decisions of the JSC must be certified by a notary or a registrar. The maintenance of the register of shareholders of a non-public joint-stock company is transferred to a specialized registrar.

LLCs as non-public companies

The minimum amount of the authorized capital is 10,000 rubles;

Composition of participants - maximum 50;

The list of participants is maintained by the company itself, all changes are registered in the Unified State Register of Legal Entities;

The powers of the participants by default are set according to their shares in the authorized capital, but can be changed if the non-public company has a corporate agreement or after making the relevant provisions in the company's charter with fixing amendments to the Unified State Register of Legal Entities;

The transaction for the alienation of shares is notarized, the fact of the transfer of rights is entered into the Unified State Register of Legal Entities.

Unlike the documentation of public companies, the information contained in the corporate agreement of a non-public limited liability company is confidential and is not disclosed to third parties.

Registration of decisions of the participants of the company must be carried out in the presence of a notary. However, there are other possibilities that do not contradict the law, namely:

Introducing amendments to the charter that define a different way of confirming the decisions of the meeting of participants in the LLC;

Mandatory certification of the protocols of the company with the signatures of all participants;

Application technical means, fixing the fact of acceptance of the document.

Along with CJSC, the form of legal entities ALC (additional liability company) is also excluded from civil law circulation. According to the new rules, such organizations must re-register as non-public LLCs.