Law on Joint Stock Companies. Joint stock company - what is it?

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

Joint stock company - what is it? The answer to this question will be of interest not only to students who study a certain subject by the nature of their occupation, but also to citizens of our country who have a more or less active social position.

The article will tell about this complex and at the same time simple concept.

How joint-stock companies developed. Briefly about the important

The Russian Trading Company became the first joint-stock company in our country. It was formed in 1757 in Kostantinople. Its capital consisted of shares, the shares were called shares and looked like a ticket, which certify the ownership of shareholders and freely circulate on the market. The legislation that regulated the activities of societies consisted of royal decrees.

The heyday of joint-stock companies falls on the middle of the 19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of economic development, and the circulation of securities is developing unprecedentedly fast.

In the Soviet period, societies as suchpractically ceased their activities.

Modern Russia has a 20-year history of the formation of joint-stock companies. The transition to a market economy required the adoption of new legislative acts to regulate relations in the sphere of private property and forms of its management.

Today, joint-stock companies occupy a leading place in the system of economic relations. Because it is the joint-stock company that allows you to combine the capitals of many investors to create a new independent business entity.

Joint-stock company: what is it and its essence

A joint-stock company is an economic entity carrying out commercial activities. Making a profit is the main goal of creating joint-stock companies, and complete financial and economic independence in making management decisions only contributes to achieving the result.

The authorized capital of the joint-stock company is divided into shares. Members of the company (shareholders) bear the risk of losses from economic activities within the value of the shares they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment of securities. The essence of a joint-stock company is that the shareholders are the owners of the company, but not the owners of the property. The property belongs to the society itself. This is both the essence and the paradox of this form of management. It is a legal entity that has the attributes inherent in it: name, seal. May, on its own behalf, take part in court hearings asparties to the case and a third party, have their own bank account and separate property. The founders of the company can be both individuals and legal entities, the number of which is not limited.

You can often hear the phrase "closed or open joint stock company". What it is? According to the law, companies can be both open, that is, conducting an open subscription for the issue of shares and freely sold, and closed - whose shares are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which allows leveling the risks of securities fraud.

What regulations regulate the activities of joint-stock companies

An important regulatory document is the Civil Code of the Russian Federation, in particular chapter 4 of the document. A special act is the Federal Law "On Joint Stock Companies" of 1995, with fresh changes adopted in 2014. Regulations define the legal status and procedure for the creation of both the company itself and its management bodies, authorized capital, distribution of profits, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation and other equally important issues.

This law is far from being the only document related to Joint Stock Companies. The issue and circulation of shares that are securities is regulated by the law "On the securities market" and the Federal Law "On the protection of rights andlegitimate interests of investors in the securities market".

How the authorized capital is formed

The authorized capital of the Joint Stock Company is formed by the amount of shares of par value redeemed by its shareholders. Determines the minimum value of the property of the company, the owner of which is exactly it. The authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of the authorized capital, which at the moment is 1000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital may be increased or decreased. The decision on this is made by the shareholders at the general meeting.

How management works

Management of a joint-stock company is multi-stage and diverse.

The highest body that makes the most important decisions about the activities is, of course, the general meeting of shareholders. On it, among other issues, the annual report is approved, the payment of dividends to shareholders, decisions are made on liquidation, reorganization. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law "On joint-stock companies" and cannot be transferred to the board of directors.

The executive body that manages the activities on current everyday issues is the director or the directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.

Basic shareholder rights

Shareholders of a joint-stock company have the following basic rights:

– Participation in governance. Occurs by voting at each general meeting on issues that are within its competence.

- Receive income as dividends.

- The right to receive a share of the company's property in the event of termination of its activities and liquidation.

Depending on the amount of rights granted, the shares of a joint-stock company can be ordinary and preferred.

Preferred shares give their owners a fixed amount of dividends and the right to pay them first, but limit the right to manage the company.

Documents of the society. Activity Disclosure

The main document is the charter, on the basis of which the company operates. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.

The law on joint-stock companies requires that shareholders be provided, upon request, with documents containing information about their activities. Business papers to be provided to shareholders include:

- charter;

- minutes of general meetings;

- annual report;

- internal documents;

- documentation reflecting accounting and reporting.

The order of organization of society. Share Allocation

Society is organized bythe birth of a new business entity as a legal entity, or by reorganizing an existing one. The decision to create is made by its founders at the founding meeting. Organizers can be both individuals and legal entities. The number of founders of an open society is not limited; when establishing a closed society, there should be no more than fifty of them.

When a company is created, its shares are distributed among the founders. The Law on Joint Stock Companies (its new version) states that the obligation to register an issue of shares distributed among the founders must be fulfilled by the company within one month from the date of registration.

Liquidation order

The company can be liquidated on a voluntary basis by making a decision about it at a meeting of the supreme governing body or by a court decision. When a decision is made to liquidate on a voluntary basis, all powers to manage the company are transferred to the liquidation commission, which, from the moment of its appointment, heads the joint-stock company. What is it - the liquidation commission, and what are its powers? This body assumes all the burdens associated with the search and identification of creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property in order to cover debts and settlements with counterparties, resolve the issue of dismissed employees and other financial and property issues.

The result of all that has been said. On theToday, joint-stock companies are the most developed and promising form of management in the Russian Federation. The position of society is determined by domestic legislation, which has already developed sufficiently, but nevertheless, some of its norms require further refinement in order to keep up with the rapidly changing economy and business practices.

Here it is, a joint-stock company, in general terms. It seems that after reading the article, the question "joint stock company - what is it" will no longer confuse, and the essence of this complex organization will become more understandable.