Joint-stock company (JSC) is Charter of JSC. JSC property

2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16

A joint-stock company (JSC) is an enterprise whose authorized capital is divided into a certain number of shares. Each of these parts is presented in the form of a security (share). Shareholders (participants of a joint-stock company) should not be liable for the obligations of the enterprise. However, they may incur the risk of losses within the limits of the value of the shares they own.

Essence of AO

A joint-stock company is an association that can be both closed and open. Thus, the shares of an open joint-stock company (an open form of a joint-stock company) are transferred to other persons without the consent of the shareholders. And the shares of a CJSC (a closed form of a joint-stock company) can only be distributed between its founders or other persons agreed in advance.

Starting a business

JSC is an entity based on an agreement on its creation. This document is called the memorandum of association. It is an agreement on joint activities aimed at creating a company. It only loses powerafter registration of the company as a legal entity. Then another memorandum of association is drawn up - the charter.

The supreme management body of the JSC is the general meeting of shareholders. The executive body of such a company can be both collegiate (in the form of a board or directorate) and sole (for example, represented by the general director). If the number of shareholders in the company is over 50, then a supervisory board must be established.

A company is given subsidiary status if it is dependent on a parent company or partnership.

Definition of AO

A joint-stock company is an enterprise whose authorized capital is divided into a certain number of shares. At the same time, the founders (shareholders) should not be liable for obligations, but they may incur losses in the process of carrying out the activities of the enterprise in the amount of the value of the shares owned by them.

It is also necessary to take into account the fact that in case of incomplete payment by the founders of their shares, they must be jointly and severally liable for all obligations of the JSC in terms of the unpaid value of the shares owned by them.

The corporate name of a JSC is a name with a mandatory indication of its shareholding.

Types of Joint Stock Companies

This type of enterprise can be divided into two main types:

• Open joint stock company - a company whose shareholders have the right to alienate the shares they own without the consent of other shareholders. This joint-stock company conducts an open subscription for the shares issued by it. Whereinthis enterprise must publish annual accounts for public review every year.
• Closed joint stock company - a company whose shares are subject to distribution among the founders or a certain circle of persons. The authorized capital of JSC is the shares distributed among them.

Package of founding documents

An enterprise of the considered form of ownership is created both by several persons and by one citizen. If the founder has acquired all the shares of the enterprise, then according to the documents he passes as one person. The Charter of a JSC is a document that contains information about the name of the company and its location, about the rights of shareholders and the procedure for managing the activities of the JSC.

The founders are jointly and severally liable for those obligations that arose even before its registration. The company is responsible for the obligations of shareholders that are associated with its creation, subject to the approval of the general meeting of founders.

Charter is the founding document that is approved by the shareholders and contains certain information. The property of a joint-stock company is the investment of the founders, which are fixed by the relevant agreement, which does not apply to the package of constituent documents. This agreement contains information regarding the procedure for organizing activities by shareholders to create an enterprise, the size of the authorized capital of the company, types of shares and the procedure for their placement.

Essence of authorized capital

Authorized capital is a kind ofAO food. Let's take a closer look at what it is. The authorized capital of a JSC is represented by the total nominal value of the company's shares, which were acquired by the founders with the determination of the minimum size of the company's property. At the same time, the interests of all creditors of the company must be guaranteed. Exemption of the founder from the obligation to pay for shares (even when it comes to offsetting claims) is not allowed. It is necessary to take into account the fact that when creating a JSC, all shares must be distributed among the founders.

In the event that at the end of the year the value of the assets of the joint-stock company is lower than the authorized capital, the company announces and necessarily registers in the prescribed manner the reduction in the amount of the authorized capital. If the size of the authorized capital is estimated below the minimum approved by the current legislation, then in this case the enterprise will be liquidated.

Increasing the size of the authorized capital of the joint-stock company can be adopted at the general meeting of shareholders. The mechanism of such an increase is an increase in the par value of a share or an additional issue of securities. In this case, one nuance must be taken into account. An increase in the size of the authorized capital may be allowed after its full payment. Under no circumstances can this increase be used to cover losses incurred by the business.

Joint stock company management

As mentioned above, the main governing body of a JSC is the general meeting of its founders. Their competence includes resolving issues related to amendments to the charter and authorized capitalenterprises, the formation of a supervisory board and the election of an audit commission, as well as the early termination of the powers of these bodies, the liquidation or reorganization of the company, as well as the approval of annual accounts.

In a joint-stock company where the number of shareholders exceeds 50 people, a board of directors, called a supervisory board, can be established. It is in his competence to resolve issues that cannot be considered at the general meeting of shareholders.

The executive body is the board, directorate, and sometimes just a director or general director. This body carries out the current management of the enterprise. It is accountable to the general meeting of founders and the supervisory board. By decision of the general meeting, the powers of the executive body are sometimes transferred to another organization or to a separate manager.

Thus, summing up the material presented, one can judge the complex system of functioning of a joint-stock company, the structural elements of which are: a management body, an executive body and ordinary shareholders.