home » Calculation » Ao deciphering the abbreviation of forms of ownership. Public Joint Stock Company (PJSC) - a competent replacement for the form of organization of activities in the form of OJSC

Ao deciphering the abbreviation of forms of ownership. Public Joint Stock Company (PJSC) - a competent replacement for the form of organization of activities in the form of OJSC

We are all used to thinking that business is a closed area, and you can get into it if you have profitable idea, finance and partners. The purchase of shares for a long time in Russia was not considered as a profitable investment, since there was no trading in securities as such. But since 2015, after the transfer of shares to non-documentary form, the situation on the stock market has changed for the better. Shares have become a liquid commodity.

Entrepreneurs were also interested in innovations, they received another tool to attract investment in their business. But, of course, you can use it only if you organize your enterprise in the form of a public joint-stock company (PJSC).

What is a public joint stock company?

public Joint-Stock Company(abbreviation - PAO) - the name of the organizational and legal form of the economic society. On English language this term is translated as public corporation. In addition to PJSC, there are also LLC, JSC, general partnerships, production cooperatives etc.

PAO - commercial enterprise, the authorized capital of which is divided into parts-shares, and these shares are freely available on the stock market. What follows from this definition?

PAO - entity, the purpose of which is to obtain commercial profit (there are no non-commercial PJSCs);
can do any kind economic activity and make a profit from it (trading in own shares cannot be the main direction of PJSC);
PJSC puts up for public auction the right to participate in its authorized capital, recognizes the buyer as its participant, vests management powers and pays him a part of the profit;
the company cannot choose its shareholders, and the shares put up on the stock market can be bought by anyone.

Distinctive features of JSC and LLC:

The procedure for the creation and functioning of public joint-stock companies is enshrined in Federal Law-208 "On Joint-Stock Companies". This law provides for the following procedure:

the founders sign an agreement on the creation of a PJSC, where they indicate the name of the future legal entity, the amount of the authorized capital (at least 100,000 rubles), the number of ordinary and preferred shares, the procedure for evaluating the contributions of each founder, etc.;
agreement on the creation PAO founders distribute the primary block of shares among themselves (actual payment of the nominal value of 50% of the block must be made within 3 months from the date of state registration of the PJSC, full redemption - within a year);
a protocol on the establishment of the company and the Charter are drawn up and signed;
PJSC is registered with the Federal Tax Service and the Social Insurance Fund;
opening a bank account;
the first issue is registered in the Central Bank and an agreement is concluded with the official registrar, who will maintain the register of shareholders.

Important: Since 2014, the abbreviation OAO, which stands for Open Joint Stock Company, has not been used in Russia.

Charter

The only title document of a public joint stock company is its Charter. It is developed for each PAO and is individual, although it must also reflect the mandatory conditions.

name and legal address;
list of activities;
authorized capital and data on shares (number, nominal value, types, etc.);
the rights of owners of ordinary and preferred shares;
the procedure for convening a general meeting of shareholders;
executive bodies of PJSC, their competence.

Important: each shareholder has the right to receive a certified copy of the current Charter from the PJSC (the cost of issuing a copy should not exceed the cost of paper and copying).

Changes to the Articles of Association are made by decision of the general meeting of shareholders. In the event of an additional issue of shares, the amendments related to the increase in the authorized capital may be adopted by the executive body, but this right must be recorded in the Charter itself.

Advice: analysis of PJSC activities should begin with a study of the Charter. Any discrepancy between the activities of a joint-stock company and the statutory provisions entails adverse legal consequences.

Shareholder rights

A person acquires the rights of a shareholder after acquiring a share and entering information about the purchase in the register of shareholders. After fixing the data, the shareholder can receive an extract from the register.

All shareholder rights can be divided into four categories related to:

share ownership;
management of PAO;
part in the profit and property of the company;
non-property rights.

Shareholding rights include:

possibility of sale;
pledge;
donation;
inheritance;
exchange, etc.

The shareholder exercises these rights under ordinary contracts, taking into account the specifics of the Federal Law “On the Securities Market”. The shareholder shall exercise the right to manage PJSC at regular and extraordinary general meetings. Issues that shareholders can decide are determined by the Articles of Association. Here are the main ones:

change of the Charter;
election or re-election of executive bodies, members of the audit commission and the auditor;
the amount and procedure for paying dividends;
approval of the annual reporting;
approval of significant transactions, etc.

The term and procedure for notifying a shareholder of the meeting: 20 days before the meeting by registered mail or by courier.

The shareholder is entitled to a percentage of the profit during the operation of the PJSC and to a part of the property during the liquidation of the business entity.

Important: if the enterprise has neither profit nor property, then the shareholder cannot demand any payments in his favor.

Personal non-property rights include the right to information and compensation for moral damage caused by unlawful actions of PJSC.

Governing bodies

PJSC has a rather complex structure of executive bodies, each of which is endowed with its own competence, defined by the Charter.

Part of the executive functions is performed by the meeting of shareholders:

approval of reporting;
profit distribution;
approval of internal documents of the company, etc.

The General Meeting does not resolve current economic issues, does not inspect the work of departments, does not give instructions and orders to individual employees, does not dismiss or hire personnel.

Managing the current economic activity is a task CEO and boards. These executive bodies are appointed by the board of directors. The Board is responsible for:

development of priority directions of the company's activity;
organization of accounting;
management of property and finances;
conclusion employment contracts and contracts with personnel, etc..

One of the key management bodies is the Board of Directors; he is chosen by the shareholders for the overall management of the company. Board of Directors:

convenes an annual extraordinary meeting shareholders;
gives orders to the head of the organization;
decides on the reduction and increase of the authorized capital, if it is provided for by the Charter;
approves decisions on additional issue (issue of shares);
recommends the amount of dividends per share, etc.

Supervision of the financial activities of the company audit committee elected by the shareholders' meeting.

Member Responsibility

Shareholders are responsible to society for the fulfillment of their obligations. The shareholder is obliged:

pay for shares;
observe the confidentiality regime;
timely notify the registrar (the person registering shares) about changes in their data;
prevent actions that may harm the property or non-property rights and interests of PJSC.

Liability for non-payment of shares - deprivation of the right to vote at general meetings. If, as a result of a violation of confidentiality rules or in the event of untimely notification of the registrar of a change in personal data, the shareholder causes losses to the company, then PJSC may recover material and moral damages in court.

Important: if you (the owner of the shares) do not attend the meeting of shareholders, and due to your absence, the work of the entire organization is blocked, then PJSC may file a claim with you and demand compensation for damages.

The responsibility of a shareholder to other business entities entering into relations with the company is determined only by the value of the shares he owns. If the PJSC has fallen and is threatened with bankruptcy, then all that a shareholder can lose is their shares.

How is a public joint stock company different from a non-public one?

A non-public JSC is a joint-stock company that does not offer its shares for public sale. In civil law, for this organizational and legal form, the abbreviation JSC is used, which stands for non-public joint-stock company. Abbreviations NAO - no.

The main differences between JSC and PJSC:

In addition, for JSCs, a lower threshold for the authorized capital is at least 10,000 rubles, there are no requirements for annual publication financial reporting and limited maximum amount shareholders - 50 entities (individuals and legal entities).

Summing up

Opportunities of a public joint stock company are of interest both to ordinary citizens who can purchase shares, become co-owners production assets and receive annual dividends, and business entities. The latter get a chance to increase equity and successfully promote your trademark On the market.

In addition, around the growing stock activity, there was an opportunity for development. These are consulting, auditing, and brokerage companies that accompany the activities of joint-stock companies, create new jobs and contribute to the formation of the national gross product.

Both for the state and for society as a whole, the division of persons into individuals and legal entities has particular importance. Moreover, it is a fundamental factor for many articles of the Civil, Administrative, Labor and other codes. Russian Federation.

Comparison of a legal entity from an individual

In order to take into account the interests of persons as much as possible, it is necessary to know whether this person is an individual or a legal entity. Legal capacity, risks, properties - for individuals and legal entities many differences. So let's start with these two concepts.

Individual is a person, with or without citizenship, who has duties and rights just because he exists. By virtue of his birth, he has legal capacity, while his legal capacity is determined by his age. Legal capacity and legal capacity can be limited only by a court decision, or in accordance with the law.

Entity is an organization that has been registered in accordance with all the rules defined by law. This organization may have as its main goal both making a profit, and simply working for a society or an idea.

Legal entities, as a rule, have an organizational form. So, the most common form is an LLC, but a legal entity can also be a joint-stock company and so on.

Consider the main differences between an individual and a legal entity.

Emergence. So, an individual arises at the moment of his birth, an organization at the moment of its registration.
legal capacity. The organization is capable from the moment of its registration and until the moment of liquidation. An individual can be either partially or fully capable, depending on age, as well as medical indications.
Responsibility. The company can be brought only to civil, as well as administrative liability, a person, in addition to the above, can also be held criminally liable.
Termination of activity. An individual ceases to exist only at the time of death, a company - after the completion of the process of its liquidation.

Benefits of opening an LLC

Society with limited liability is considered the most optimal organizational form when creating a company among entrepreneurs. Consider the main positive points in the creation of an LLC.

OOO - the simplest organizational form of all possible to open an organization. However, even she has some disadvantages, which, against the background of the pros, seem not so significant.

Thus, the number of members of the society cannot exceed 50 people. If the number of participants goes beyond this limit, then the entrepreneur must reorganize the company. Moreover, if the management structure in an LLC changes, then each change must be accompanied by amendments to the constituent documents.

Closed list of non-profit organizations

On September 1, 2014, the Civil Code of the Russian Federation entered into amendments regarding non-profit organizations. In particular, a special closed liver of non-profit organizations was created.

Thus, non-profit organizations that were established before September 1, 2014 had to bring their name into line with this list at the first opportunity to amend the constituent documents.

This list includes the following types of non-profit organizations:

, including charities;
cooperatives (for example, horticultural or garage);
public organizations (political parties, territorial self-governments, etc.);
unions (for example, commercial and industrial);
homeowners associations;
Cossack societies;
communities;
autonomous non-profit organizations;
religious companies;
public legal organizations.

The changes that have been made to the Civil Code of the Russian Federation are primarily related to the fact that before them there was confusion in the forms of non-profit companies. Thus, the list of non-profit companies allowed for registration was expanded, and each of the forms had its own rules.

The changes also affected the item on making a profit by non-profit organizations. They were allowed to receive income, but for this the organization must have property worth at least 10 thousand rubles.

Similarities and differences

In other forms, the conduct of the organization's activities appears to be a more complex process. OJSC, PJSC, CJSC have both minuses and pluses in relation to LLC. Let's consider the main ones.

Like LLC, CJSC, OJSC and PJSC, as the main constituent document, they accept charter. In the case of a CJSC, the registration process is more complicated and involves not only making an entry in the Unified State Register legal entities, but also registration with the FFMS ( federal Service on financial markets) for the purpose of issuing shares. The authorized capital of a CJSC, unlike an LLC, does not consist of shares, but of the number of shares of participants.

The number of participants in a CJSC can be any, as well as in OJSC and PJSC. LLC means the number of participants is not more than 50 people. You can sell a share in an LLC based on the minutes of the general meeting of participants, while in a CJSC a participant must sell shares to other community members.

In the case of an OJSC, everything is a little simpler: a participant, when leaving the company, can sell shares both to its other participants and to complete strangers.

As a rule, when publishing about constituent documents, it is not necessary to make, while when creating a CJSC, publication of open reporting is mandatory. An open joint-stock company, like an LLC, does not imply publications.

PAO is the least common form non-profit organization only because the authorized capital of the company should be 1000 times the minimum wage and more. In PJSC there is no limit on the number of participants. It is not obliged to publish the reporting in the public domain.

So, it is quite difficult for an inexperienced specialist to understand all aspects of the activities of the above organizational forms of enterprises. To summarize, we can conclude that an LLC is suitable for small organizations that are not going to issue shares, as well as scale their activities. If the entrepreneur really intended big business, then a joint-stock company is more suitable for him.

Registration procedure and subsequent procedures

In order to start activities, regardless of the form of organization, the company must be registered. Registration is a complicated procedure and requires the entrepreneur to go through mandatory stages, regardless of the chosen form of ownership.

So, a package of documents for registration must be submitted to the Federal Tax Service. Documents are provided either personally by the entrepreneur or sent by mail. Also, one of the most common ways to submit documents is electronic document management.

When registering any of the above legal entities, both the founder and the head of the future organization can act as an applicant. Each document submitted to the tax office for registration, if it contains more than one sheet, must be stitched and numbered, and also certified either by the founder himself or by a notary.

In order to register a legal entity, it is necessary to pay a fee in the amount of 4 thousand rubles. The date of submission of documents is the date when the Federal Tax Service received a package of papers for registration. As soon as the documents are accepted, information about them is entered into the registration book.

Applicant in without fail receipt of documents is issued. If he submitted documents not personally, but by mail, then a receipt is sent to his address on the next business day after receipt of documents.

Registration is carried out within 5 working days, during which the tax authority checks the accuracy of the data provided for registration. After the registration of the newly created organization, a certificate is issued confirming the fact of its registration.

After registration with the Federal Tax Service, the tax office submits documents for registration in off-budget funds which are registered as soon as possible new organization at home. The moment of registration is the date when the enterprise is registered with the tax authority.

Sometimes registration is denied, and there is a few reasons:

providing an incomplete package of documents;
making mistakes in registration;
the rules on the name of the organization are violated (the Civil Code of the Russian Federation contains certain requirements for the names of companies);
lack of date on documents (in particular, on the charter);
non-payment of state duty for registration;
indication of false data or their forgery.

After the registration process is completed, the company, regardless of the form of ownership, is obliged to open a bank account and make a seal.

Speech by Anton Sitnikov about LLC, OJSC and CJSC in the program "Stroeva.delo".

Why OJSC and CJSC were abolished

The discussion of amendments to the Civil Code of the Russian Federation regarding the abolition of OJSC and CJSC began in 2012. So, from September 1, 2014, such forms of organizations ceased to exist.

In addition, the change also affected ALCs (companies with additional liability). Now, instead of OJSC and CJSC, there are public and non-public companies. Let's figure out what is the difference between them.

Public Joint Stock Company is an organization whose shares must be placed on the securities market. Thus, anyone can buy shares. Moreover, the organization must necessarily indicate in the charter and other constituent documents that it is public.

Organizations registered as CJSC or OJSC before September 1, 2014 had to make changes regarding their publicity or non-publicity as soon as possible after the adoption of the amendments.

Non-public joint stock company is an organization that does not place its shares on the securities market. So, only a person from a limited number of persons can purchase shares.

On September 1, 2014, the ALC was also abolished, now it is a priori considered a non-public joint-stock company without the right to place shares on the securities market.

Changes applicable to such organizations, increase the powers of the state to control them. Thus, each joint-stock company, regardless of its publicity, must undergo an annual audit of its activities, which was previously carried out only for open joint-stock companies.

If it is not important for entrepreneurs to place their shares on the market, then a non-public joint-stock company is more attractive to them in order to reduce reorganization costs and avoid new obligations regarding shares.

Learn more about the conversion in this video.

In recent years, many large companies, for example, Sberbank, Gazprom changed their status from an open joint-stock company to a public one (PJSC). Legal subtleties, features of such organizational form, a sample of his charter - about this and more right now.

For a long time in Russia there was a division of all joint-stock companies into 2 types:

open (OJSC);
closed (CJSC).

However, since September 1, 2014, important changes have taken place in the field of civil law, as a result of which open society became known as a public joint-stock company, and closed - non-public. Accordingly, there is now another classification of these organizational forms:

OJSC was transformed into PJSC;
CJSC has been transformed into a non-public company, but the abbreviation has not changed (nevertheless, NAO is sometimes used).

Thus, from the point of view of legislation and in fact, PJSC is the legal successor of OJSC, and these organizations differ only in name (changes were made federal law №99).

The law requires all founders to rename, and the state duty is not paid for this, but in founding documents and other papers should change:

seal;
the name of the organization in bank documents;
the name in all public contacts (signboard, website, promotional materials, etc.).

Also, the owners are required to notify all existing counterparties of the organization intent on renaming. In all other respects, PJSCs are subject to the same legal requirements that applied to OJSCs in the past (accordingly, the norms relating to CJSCs apply to NAOs).

PJSC and CJSC (NAO)

A comparison of a public joint-stock company with a non-public one can be carried out in the same way as in the case of OJSC and CJSC, respectively. Key differences are presented in the table.

comparison sign	PJSC (OJSC)	NAO (ZAO)
number of shareholders	any	no more than 50 inclusive
preemptive right share purchases	absent	from other shareholders
how shares are distributed	in free order	only between the founders or other persons determined in advance
authorized capital	minimum 100 thousand rubles	minimum 10 thousand rubles
doing business	open, the company can provide financial data relating to its activities	the company must publish financial data only when required by law
governing bodies	General meeting, as well as a permanent executive body (represented by one founder)	along with these structures, the activity of the Board of Directors is obligatory

In terms of business status, a public joint stock company is more trustworthy among investors, shareholders and other interested parties, since information about its financial activities is in the public domain, so you can make a more informed decision on cooperation.

Charter of PJSC sample 2017

The activity of any joint-stock company is subject to the requirements of the law. To specify all the issues of its work during the establishment of the company, its Charter is necessarily developed and adopted - in fact, this is the main regulatory document, which specifies in detail:

the basis for the creation of the organization (on the basis of which agreement, protocol General Assembly shareholders with the reduction of the number and date);
name of PAO;
information about the direction of activity;
information about the authorized capital;
rights of shareholders and their obligations;
features of society management;
the procedure for its liquidation and other essential conditions.

In 2017, there were no significant changes in the design of the document - you can take the sample below as a basis.

In fact, the charter is the main internal law of any joint-stock company, including a public one. The document is divided into general and special parts.

General part of the charter

The document does not reflect which part is general and which is special. This division is based on the fact that general section all the information required by law is indicated, and in a special one, the founders and shareholders voluntarily provide additional information that are considered important.

TO general information relate:

The full name of the company in Russian and any foreign language (at the request of the founders).
The abbreviated name (abbreviation) is given, if any.
The exact address of the location of the organization - usually it coincides with the one indicated during the mandatory state registration. At this address, it is supposed to contact representatives of the company to all counterparties, as well as government bodies. This is where the activity and/or management of the company takes place. At the same address is kept records in the tax office.
Type - i.e. public or non-public.
The amount of the authorized capital formed at the opening.
Information about shares: in what quantity they are issued, what value they have (at face value), as well as the type of securities (ordinary and preferred).
Governing bodies - who heads them, what refers to the powers.
Information about the General Meeting of Shareholders - how often it meets, what it decides, and within what minimum time period the company must notify shareholders of the meeting.
What is the procedure for paying dividends (in what order, when, etc.).
Information about regional offices, branches of the company, if any.

Special part

It describes in detail the procedure for functioning, as well as the features of the possible liquidation of the company. Some statements contain references to legislative acts, others are made without references, but they must not contradict any norms of the law. The most frequently mentioned items are:

in what terms dividends will be paid in different situations;
peculiarities of the voting of the owners of preferred and ordinary shares;
the possibility of changing (including in the direction of expanding) the competence of the board of directors, if necessary;
the procedure for reducing the amount of the authorized capital in special cases;
the ability to change the procedure by which votes will be counted at the meeting (if necessary);
the possibility of expanding the range of issues that the General Meeting has the right to decide, as well as the requirements for a quorum - the minimum number of votes due to which a decision can be made.

The content of the charter depends primarily on the goals and objectives set by the founders for the company. The capital of each shareholder also plays an important role. If society has more major owners, they often prefer not to prescribe all the procedures in detail in order to have more opportunities to quickly change their mind when the market situation changes. If the owners of small shares predominate, it is preferable for them to see a document with detailed description all aspects. Finally, the charter always seeks to reflect the real market conditions so that PJSC can freely receive loans and place its shares.

How the bylaws are adopted and amended

Initially, when the charter is adopted, it is discussed and approved by one or more persons who form a public joint-stock company (founders). The document must undergo mandatory registration (USRLE), otherwise it is not legally valid.

Some changes in the charter are mandatory agreed with the shareholders who own the so-called voting shares at the General Meeting. For a decision to be considered adopted, it is necessary to receive votes of at least 75% of the votes, while there are also requirements for a minimum turnout (quorum), which are also indicated in the charter.

All changes are subject to approval by the shareholders, except for:

changes in the use of the so-called "golden share" - the so-called exclusive power of the state (at the federal or regional level) to impose its veto on any decision to change the text of the charter;
fixing information in connection with the formation of local branches, structural divisions and representative offices of the company;
fixing data on changes in the authorized capital: its increase or decrease (for more details, see the diagram).

IMPORTANT. Regardless of how the change was made to the charter, the previous version automatically ceases to be valid, and the new document comes into force only after state registration.

PJSC management bodies

There are 2 central structures that manage all areas of PJSC work:

General Meeting of Shareholders.
Permanently functioning Board of Directors.

The shareholders themselves manage the company. Their interests are represented and expressed in the form of the General Assembly, which makes many key decisions. Most often, the meeting consists of all shareholders who have ordinary shares, but sometimes it also includes holders of preferred securities.

According to the legislation, this supreme body of a public joint-stock company does not resolve all issues, but only within its competence (the whole range is prescribed in detail in the charter). Shareholders meet with a certain frequency - once a year (i.e. this structure is not permanent).

The legislation obliges the company to hold an annual meeting of shareholders. At the same time, the participants must constantly make decisions on the approval of:

key reporting documents of PJSC financial activities;
reporting accounting documents (according to the results of the financial year);
key officials: members who are part of the board of directors, authorized auditors, as well as employees of the audit service.

To constantly monitor the situation, work with current issues and make urgent decisions, there is a management body that operates without interruption - the so-called sole executive body. It is represented either by the director himself (personally) or by the board of directors. Its duties, the list of issues that it regulates, are also clearly defined in the charter and relevant legislative acts. The Board of Directors has the right to elect an authorized representative from its circle - the President of PJSC.

This official reporting directly to the vice-presidents (each of whom can oversee their own area of issues), directors of individual departments, as well as special committees, as shown in the diagram.