CJSC registration procedure: step by step instructions

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

CJSC is represented by a closed joint stock company opened by several shareholders. It is usually registered if you want to open a really large company, the shares of which will be held only by a limited number of people. Registration of a CJSC is considered a specific process, since it is required not only to create a charter, open a current account, prepare an application and perform other actions, but also register the issue of shares with the Federal Tax Service. Therefore, it is important to take into account the provisions of the law so that there is no need to submit documents for registration several times.

Legislative regulation

The registration process of OJSC and CJSC has many similarities. This is due to the fact that the same rules apply to all legal entities. But at the same time, there are some features that are unique to specific types of society.

All the nuances of registration are listed in the Civil Code. This act contains step-by-step instructions for entrepreneurs, and also describes the rules for the functioning of the company. Also, information that futureentrepreneurs are included in the Federal Law No. 129. When registering a CJSC in Moscow or another city, the requirements of this legislative act must be taken into account, otherwise a refusal to open a company will be received.

Additionally necessary data is contained in Federal Law No. 208, which includes the specifics of registration of various joint-stock companies.

General points

Registration of a company is required when opening a new enterprise. Without this process, entrepreneurial activity is not allowed, as it will be illegal. The registration process of an LLC and a CJSC has some similarities, since in any case a legal entity is being formed.

It does not take much time to open a CJSC, so if the charter and other documents are prepared in advance, it will not take more than three days to obtain a certificate. Documentation is transferred to the department of the Federal Tax Service at the legal address of the future company.

Who are the founders?

The founders of the company can be both individuals and different companies. When opening a new LLC, it is taken into account that the number of founders should be less than 50. If a larger number of participants is planned, then it is required to open a joint-stock company.

It is not allowed to involve a founder who, by a court decision, cannot engage in entrepreneurial activities for a specific period of time.

How is the process done?

Registration of a CJSC is considered not too complicated process, but certainsuccessive actions. Therefore, the founders who have decided to open a company must implement the following steps:

• preliminary actions involving the choice of a name for the company, the definition of all participants, and also the optimal size of the authorized capital is calculated;
• the room where the work will be carried out is selected, and it will be used as the legal address of the company;
• required documents for registration are being prepared;
• forming the charter, which includes all the features of the future enterprise;
• an application is made to the Federal Tax Service, which is submitted to this institution together with the charter and a receipt for payment of the fee;
• the decision is made by the employees of the Federal Tax Service, and if it is positive, then the company is considered open.

If there is no false information or other problems in the documents, then the applicants will be issued a certificate of registration of the CJSC. It is it that confirms the opening of the company, and also on the basis of this document the official work of the company is carried out.

Nuances of choosing a legal address

When registering a CJSC, it is imperative to determine at what address the new company will be registered. This address will be used for inspections by employees of the Federal Tax Service and other regulatory government agencies.

Additionally, the address is required to determine jurisdiction and select the branch of the Federal Tax Service where the founders should contact. Inspection workerscheck this address in detail, since it is not allowed to select mass addresses at which a large number of enterprises are registered.

How is the authorized capital created?

Joint-stock company will certainly open with the simultaneous formation of the authorized capital. When creating it, some points are taken into account:

• the authorized capital is formed at the expense of funds received as a result of the sale of issued shares;
• within a month after registration, it is required to register an additional issue of shares;
• since a closed company is planned, only a limited number of shareholders buy shares.

Such an enterprise cannot raise capital by issuing additional shares, as the securities must be held only by predetermined shareholders.

What documents are required?

Documents submitted to the Federal Tax Service are required for registration of a CJSC. These include documentation:

• Minutes of the meeting of future founders;
• correctly completed application form p11001;
• a unique charter containing information about the nuances of the planned activities of the enterprise;
• receipt confirming the payment of the fee for opening a society;
• Letter of guarantee drawn up by the owner of the premises, which is used as the legal address of the enterprise.

May require additional documentation as needed. Paper preparation does not take too much time. Stateregistration of a CJSC requires the payment of a fee in the amount of 4 thousand rubles.

The owner of the premises where it is planned to open a company must draw up a letter of guarantee. The document is in free form. If the company itself is the owner of the premises, then such a letter is not required, so a copy of the extract from the USRN is simply attached.

Registration rules

As soon as all the documents are ready, they are transferred to the employee of the Federal Tax Service at the location of the company's legal address. An employee of the institution draws up a receipt, in which information about all accepted documents is entered. Additionally, the date is indicated when it will be possible to come for a certificate.

The CJSC registration procedure is carried out within three days, after which a company representative can collect the certificate. If a negative decision is made, then it must be justified, so entrepreneurs can bring the necessary documents or amend the charter if necessary.

Seal Creation

For the company's work, a seal is required. It is formed promptly by specialized companies.

The cost of printing can vary significantly from company to company. Typically, this process costs from 1 to 3 thousand rubles.

Getting statistics codes

To do this, you need to contact the statistics authorities. Based on the application of the company's management, a document is issued containing the assigned codes.

These codes are required when applying to various government agencies and when opening an account withbank.

Opening a current account

The work of any joint-stock company requires a current account. To do this, a suitable credit institution offering such a service is selected in advance.

An appropriate agreement is drawn up with the bank, after which the representative of the company receives a special document containing the details of an open account. You need to contact the Federal Tax Service with this document, since the tax service must be notified about the opening of an account.

Do I need to apply to funds?

Registration with various state funds is not required, since all the necessary information in the Pension Fund and other institutions is transmitted by employees of the Federal Tax Service.

As soon as the registration is completed, the funds send appropriate notifications to the founders. It is advisable to contact the Pension Fund on your own to obtain the details on the basis of which insurance premiums for employees will be transferred.

Share issue process

Since it is planned to open a joint-stock company, it is required to issue and register shares of a CJSC. This process is the final step in opening a company. To do this, an official issue of securities is carried out, which are then distributed among the participants of the enterprise.

The process of registration of CJSC shares must be completed within a month after the opening of the company. If this requirement is violated, then the company will be charged a fine in the amount of 500 to 700 thousand rubles.

How long does the process take?

The company registration itself does not take more than three days. It is considered difficult to prepare the necessary documentation in the Federal Tax Service, so this process can take a long time.

Additional steps also take time:

• creating a seal takes about two or three days;
• it will take two days to open a current account;
• The procedure for registering securities takes two months.

The process of charter formation can take a long time. Therefore, the founders usually address this issue to professionals who draw up a document based on the templates and work plans of the future owners of the company.

How much?

The procedure for opening a joint-stock company is considered not too complicated, but it is important to take into account the need to invest a certain amount of funds in this process. It consists of several elements:

• state fee for registration, equal to 4 thousand rubles;
• payment for notary services, since the representative must submit to the Federal Tax Service only documents certified by this specialist;
• share issue fee;
• payment for services for opening a current account and creating a seal;
• investment in the authorized capital of the enterprise.

The minimum for this process will have to spend 35 thousand rubles. In addition, it is often required to use the services of lawyers, who request a fairly high payment for their work.

How are changes made?

Already aftercompany registration may require certain adjustments to the statutory documentation. For example, a participant leaves the company or the size of the authorized capital changes. In this case, it is required not only to enter the necessary information into the constituent documentation, but also to register the changes in the CJSC.

To make adjustments, a corresponding notification is submitted to the department of the Federal Tax Service. Employees of this institution, on the basis of the received documentation, change the information about the company contained in the Unified State Register of Legal Entities.

If unregistered changes in the founding documents are revealed during a tax audit, the company will be held administratively liable, so significant fines will have to be paid.

Conclusion

Opening a CJSC may be required in different situations, but most often such an organizational form is chosen to form a large manufacturing enterprise. The registration process does not differ significantly from opening an LLC or OJSC.

The procedure involves preparing the necessary documentation, creating a charter and paying a fee. The collected documents are transferred to the Federal Tax Service, after which registration is performed within three days. After receiving the certificate, you will additionally have to take care of opening a current account, creating a seal and registering shares.