2024 Author: Howard Calhoun | [email protected]. Last modified: 2023-12-17 10:16
September 1, 2014, a new government reform was implemented. The legislator divides all societies into public and non-public. The main factor influencing differentiation was the fact that an unlimited number of investors were involved in the circulation of shares. If the shares are placed by open subscription, they are traded on the stock exchange, then the organization is considered public, if not - non-public. Such changes in the legislation were necessary for the legal regulation of their activities. We will consider the essence of the concept, the features of opening, the specifics of the work of public joint-stock companies and answer the question that is relevant for entrepreneurs: “PJSC - what is it?”.
What is PAO?
On September 1, 2014, amendments to the Civil Code concerning the activities of legal entities came into force. This date marks the liquidation of CJSC, LLC and the start of work of new organizational forms of doing business - PJSC (decoding: public joint-stock companies), JSC, LLC (non-public joint-stock companies).
Before the changes in legislation, large corporations and small organizations operated underunified scheme of legal regulation. If a small organization even had two shareholders, the management was obliged to delegate authority by creating a board of directors or organizing a meeting of shareholders at a certain time, to choose an auditor who, in fact, controls its actions and protects its interests. The amendments made improved the law and leveled the need for organizations to comply with its requirements only formally due to the global discrepancy between legal and economic models.
Basic differences between PAO and AO
| Name | PAO | AO |
| Method of placement of shares | Securities are converted by open subscription and are publicly traded in accordance with the law | Subscription is closed, shares and securities are not publicly traded |
| Maintaining the register of shareholders | Must provide | Not required |
| Who confirms decision making | Register | Registrar or notary |
| Disposal of shares | It is impossible to provide for the possibility of alienating the share | It is possible to provide for a provision on the alienation of shares in the charter |
| Preemptive acquisition of shares | Can't | Allowed |
Stronger requirements for PAOdue to the need to strictly protect the rights of a large number of investors. But the AO has a greater choice of control mechanisms.
PAO: opening. Algorithm
1. Business plan business case.
2. Organization of a public joint stock company.
After the decision to establish a public joint-stock company at the founding meeting or individually, the shareholders enter into a written agreement.
3. Conclusion of the founders' agreement.
He will regulate the activities of the company, the size of the authorized capital, types of securities, the procedure for their payment, the rights and obligations of the parties.
4. State registration of PAO.
What is this process and what are its goals? The company is registered by the Inspectorate of the Federal Tax Service of the Russian Federation, guided by Federal Law No. 31-FZ of March 21, 2002. A state fee is required for the service, the details must be specified at the selected inspection department. Registration is necessary for the conduct of legal activities and state control. The founder needs to prepare the following documents:
- statement;
- 2 original charter of the society;
- incorporation agreement, protocol;
- payment order, duty receipt;
- documents to the legal address (notarized copy of the certificate of ownership, letter of guarantee from the owner of the premises where the company will be registered).
How to register sharespublic society
A separate nuance is the registration of the issue of shares of PJSC Russia. The founder needs to prepare additional papers for their legalization. They must be submitted within a month from the date of state registration of the company. Otherwise, you will have to pay a fine in the amount of 700 thousand rubles. Also, this procedure is carried out in case of an increase in the authorized capital, an additional issue of shares, involvement of third parties, reorganization of the company.
JSC, PJSC do not mean different organizations, the goals of their activities have not changed, only its format has changed. CJSC, OJSC were reformed into public, non-public companies, limited liability companies (LLC) in order to improve their work model.
Opening of a PAO branch. What it includes
Article 51 of the chapter of Federal Law No. 208-FZ, as amended on June 29, 2015, “On Joint Stock Companies” gives him the right to create his representative offices and branches, guided by the Civil Code of the Russian Federation, federal laws. The PJSC branch is its full-fledged independent branch and operates on the basis of a legal power of attorney.
Features of activities of public joint-stock companies
- The number of shareholders is not limited.
- Shares are publicly traded and unrestricted.
- The authorized capital is formed by issuing securities (shares), the minimum amount is 100,000 rubles
- There is no need to contribute funds to the authorized capital before registering a company.
- Responsible for obligations with his property (but not in the caseobligations of PJSC shareholders). Opening a company automatically gives shareholders rights and obligations.
- Important information about the activities of the company is in the public domain (report data, financial statements, charter, decision on the issue of shares).
Organization of work
The management links are in the hands of the general meeting of shareholders, but it cannot consider issues and approve decisions that are outside its competence (the list of issues on which decisions can be made is fixed in the Federal Law "On Joint Stock Companies"). The current activities are controlled by the executive body - the general director, the board, the directorate. He reports to the board of directors regarding the activities of the company. The latter must select the auditor of the company to conduct and control the financial and economic segment. The General Meeting of Shareholders is mandatory to convene once a year. OJSC, PJSC, although they underwent reorganization, innovations in the legal segment, they largely retained the algorithm of registration and work.
The September 1, 2014 amendments to the Civil Code created a legal model that meets the real needs of entrepreneurs. One of the most convenient and effective forms of organization of the company's work is PJSC. Decoding reflects the essence of its activities. This is a public (open) joint stock company. An objective answer to the question "PJSC - what is it?" will provide an opportunity not only to organize a successful enterprise, but also to correctly determine your segmentbusiness.
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