Renaming an open joint stock company joint stock company. Public Joint Stock Company

In the process of business formation important point is the definition of the legal form of the company. Since the choice of organizational forms is quite wide, many people think about what advantages each direction opens up for the company. Consider the most large-scale forms of organizations - a society with limited liability(LLC) and public Joint-Stock Company(PAO). What is the difference between LLC and PJSC?

Features of PAO

PJSC is a joint-stock company of a public type. Its shareholders have the right to dispose of their own shares at their own discretion without restrictions (buy, sell, transfer). One shareholder can own any number of shares. Membership of the company is not limited. It is formed depending on the volume of issued securities.

The advantages of PJSC are the features of the formation of the authorized capital during registration. A fixed amount is not deposited to the company's account - the funds are credited to the balance as a result of the turnover of issued shares. Information about the activities of PJSC is in the public domain, and any individual, if desired, can become a new shareholder of the company.

The advantages of PJSC are the features of the formation of the authorized capital during registration.

The nuances of creating an LLC

Legal entities or individuals can, and the number of participants is limited - no more than 50 people. The authorized capital of the company is formed founding documents, and its fund consists of shares of owners. The minimum authorized capital is 10,000 rubles. The property of the LLC is distributed among the owners, and everyone can at any time their share or demand its payment from other participants.

They do not own securities - they inject funds into the company in a fixed amount. This allows faster than in joint-stock companies of a public type.

Advantages and disadvantages

In general, an LLC is preferable for running small and medium-sized businesses. PJSC has a more complex organizational form, but has a high status in the business world and attracts more investors. The difference between LLC and PJSC lies in the formation of the authorized capital, in reporting, publicity and the rules for maintaining the register of participants.

The main differences between these organizational and legal forms are considered in the table:

Eventually

It is impossible to single out one of the organizational and legal forms as the best. An LLC is suitable for small and medium-sized businesses, requires less investment and is not public. PAO is suitable for the formation of large-scale organizations seeking to gain a solid reputation. PJSC is open to the company in order to attract shareholders. However, its capital is more difficult to form than in an LLC, since the issue of securities is an expensive procedure.

Each of the organizational forms has its pros and cons. Which of them is most suitable for business, the founder decides, based on his experience, the nuances of forming and managing a company.

In the modern economy of the Russian Federation, there are several forms of activity of business entities. Each enterprise chooses which one to choose for organizing its activities. Joint-stock companies have a number of features. Such organizations are usually divided into open and closed varieties.

In order not to get confused in concepts, it is necessary to understand the abbreviations. Closed (CJSC) and have a number of organizational differences. The first form of economic entities has now been renamed into JSC - joint-stock company. But by it they mean exactly the closed type.

How JSC differs from JSC is very interesting question. This causes a number of features of the functioning of enterprises. Companies have the opportunity to reorganize the company and create a joint-stock company instead of an open joint-stock company. This is necessary for a number of reasons. How this happens, as well as why it is needed, should be considered in more detail.

What is a joint stock company?

To understand the difference between JSC and JSC, it is necessary to consider this form economic activity in its general sense. Such an organization is formed by several founders. The authorized capital is formed from a certain number of shares, which are distributed among the owners. They are issued when a company is created. Moreover, the number of securities and their nominal value are immediately stipulated. The rules for their distribution indicate the type of organization of the enterprise.

These securities share certain rights with their owners. For the fact that the shareholder contributed a certain amount of his funds to the authorized capital (it is fixed by the share) at the end of the reporting period to receive the corresponding part net profit. This remuneration corresponds to the share of the owner of the securities in the total. This income of the shareholder is called dividends.

The owner also has the right to take part in voting in the process of making important decisions for the company, as well as to receive part of the property in the event of its liquidation.

Rights and obligations of shareholders

When studying how a JSC differs from an JSC, it is necessary to pay attention to the rights and obligations of shareholders. They are limited by certain legal frameworks. Their liability is limited only by the value of the securities.

The risk of loss does not apply to all property of the owners. But if, in the event of bankruptcy of the enterprise, the fault was established, for example, of a hired director, certain group shareholders, they bear increased responsibility. If the company does not have enough funds to pay off its debts, vicarious liability may be laid on the guilty parties.

Shareholders may also bear if the authorized capital of the enterprise consists of a certain part of unpaid securities.

All decisions are made at the shareholders' meeting. The voting right has the same weight as the number of shares the founder has. If it has 50% + 1 share, it is controlled by one individual or legal entity.

Distinctive features

A company is organized as a CJSC if the number of shareholders does not exceed 50 people. This form is typical for medium-sized businesses. The difference between a joint-stock company and an open joint-stock company primarily lies in the method of distribution of shares.

In a closed JSC, they are purchased by a limited circle of people. The authorized capital in this case is less than 100 minimum dimensions wages (SMIC).

The number of shareholders in an JSC is unlimited. This form of business is characteristic big business. Securities are sold through free sale. Information about the state of the company, its financial activities in this case it is provided publicly.

The shares are freely traded on the stock market. The size of the authorized capital in this case is equal to at least 1000 minimum wages.

Fundamental differences

The difference between JSC and JSC is quite significant. First of all, the approach to the sale of shares is fundamentally different. If the JSC decides to sell part of the securities, the consent of all shareholders will be required. And they have an advantage when buying. OJSC sells shares freely, without notifying other participants. Therefore, the number of holders of securities is not limited.

AO does not post its financial statements in open access. JSC is obliged to provide such information openly. This gives everyone the opportunity to evaluate the performance of the company. For this reason, investors are much more likely to provide their temporarily free funds to public organizations. CJSC is not expanding to the level of a large business.

State as founder

To understand how a JSC differs from an JSC, it is necessary to consider the case when the state owns part of the shares. The founders of the company may be the governing bodies of the Russian Federation of various levels of subordination.

In this case, the organization can only be an open issue type. Information about the results of activities of such an enterprise in without fail posted publicly. If a part of the shares is owned by the subjects of the governing bodies of the Russian Federation, its municipal organizations, the formation of a joint-stock company is strictly prohibited.

This is another significant difference between the presented two forms of management. The shares are publicly traded and listed on the stock market.

Reorganization

For certain reasons, it may be necessary to reorganize an OJSC into a JSC. This transformation can also be performed in reverse side. In this case, the volume of the authorized capital changes, as well as the rights and obligations of the owners of securities.

If, according to the results of the company's activities, its authorized capital does not exceed 1000 minimum wages, documents should be prepared for the reorganization. This provides a number of benefits to the enterprise. But the contraction own sources leads to a decrease in production.

This is a negative trend, but with a significant drop in sales, market value shares of the company, this is a necessary bankruptcy prevention measure. The process of reorganization is taken very seriously. The decision to change the form of management is taken at the meeting of shareholders based on the results of financial statements.

Preparation of documents

In the process of changing the form of management from an open to a closed joint-stock company, no transformation is carried out. JSC in JSC can only be reorganized. If there is a need for this, the board of directors prepares the necessary documentation.

To do this, a project is drawn up, which includes a number of mandatory items. The company's management in this document discloses the procedure and conditions for the reorganization. Further, the process of exchanging shares of the old company for deposits, securities of the new organization is stipulated.

Creation of a new society

The circle of persons among whom new securities are distributed does not exceed 50 people. A complete list of property that becomes the property of the reorganized JSC is also compiled.

The meeting of shareholders approves the size of the statutory fund, appoints the leaders of the new company.

Next in government bodies registration, the fact of the termination of the existence of an open company of shareholders is established, and then a new closed organization is created. This will allow the company to function in accordance with the occupied part of the market. During this action, the relevant documentation is registered.

Required Documentation

There is a significant difference between a newly created and a reorganized enterprise. The main document denoting the difference between these two organizational forms of companies is the succession. This document is a transfer act or It depends on the form of the reorganization itself.

Re-registration of an OJSC into a JSC requires the collection of a certain list of documents. If the shares are distributed between individuals, it is necessary to provide the commission with copies of passports, identification codes. If the owner of the securities is a legal entity, a copy of its registration documentation will be required.

Next, data on the receipt of funds or property of shareholders are prepared. After that, the type of activity of the company is determined. She is assigned the appropriate OKVED codes. To assign an organization legal address You must provide a rental agreement. If it is not there, representatives of the commission go to the location of the main production capacity enterprises. She is assigned a legal address.

What does reorganization give?

The change from JSC to JSC entails significant changes for the organization. First of all, the balance sheet currency is significantly reduced. With a decrease in own financial sources, the investment rating falls.

A smaller amount of credit funds will be able to attract society. It has the right not to publish the results of its activities publicly, but this also repels investors. All ownership of shares is recorded in the IFTS database. Wishing to sell his securities, the owner notifies the other shareholders in writing of his decision.

If they do not agree to purchase the shares, they can be sold to the new owner. The documentation collected during the establishment of the company is subject to change. It contains new data. This is a longer process.

Having considered how a JSC differs from a JSC, a number of advantages of each economic form should be noted. Depending on the volume of business, one or another type of object is chosen. This allows companies to organize their activities in the most efficient way. In ever changing market conditions it is possible to reorganize an JSC into a JSC and vice versa. In some cases, this is a necessary measure that cannot be dispensed with.