Constituent documents of a joint-stock company. Registration of a joint stock company

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

Joint-stock company is one of the organizational and legal forms of companies. It is formed through the centralization of financial resources (unification of money capital) of different persons. This procedure is carried out by selling shares. The purpose of this event is the implementation of economic activities with a profit. Consider further what the constituent documents of a joint-stock company should be.

General information

An enterprise can act as a CJSC, LLC and an open joint stock company. The constituent documents of OJSC and LLC are different from each other. In particular, the first enterprise operates on the basis of the Charter. Constituent documents of a joint-stock company with limited liability - Charter and Agreement. These acts may include information that is established by law. The constituent documents of joint-stock companies are papers that contain information about:

• viewenterprises;
• goals and subject matter;
• brand name;
• participants.

In addition, the constituent documents of a joint-stock company must contain information about the size of the authorized capital, the composition and powers of elected bodies and the procedure in accordance with which they will make decisions. The papers specify the rules for the distribution of profits and reimbursement of costs. The constituent documents of joint-stock companies are acts, the provisions of which are binding on all bodies of the company and its participants. If the period of validity of the enterprise is not specified in the papers, then it is recognized as created for an indefinite period.

Charter

The constituent documents of a closed joint-stock company and a public one are the same. The main paper is the Charter. It contains the following information:

• abbreviated and full company name;
• business location;
• enterprise type (public or non-public);
• number, par value, types and categories of shares (preferred, common) that are placed by the company;
• share capital value;
• powers and structure of administrative bodies, the order in which they make decisions, including those requiring a qualified majority or unanimity of votes.
• rules in accordance with which general meetings of participants will be prepared and held, listsissues to consider;
• information about representative offices and branches.

The act aims to represent both the internal and external characteristics of the company.

Features of the Charter

This document may set limits on the number of shares that may belong to one participant, the nominal total value. In addition, it may determine the maximum number of votes for each stakeholder. The constituent documents of a joint-stock company, including the Charter, may include other information that does not contradict the law. In the absence of any information from the list above, the papers are considered invalid.

Important moment

The benefit in the Charter should be seen not only by the direct participants of the company, but also by counterparties. In this regard, it is logical to assume that other persons can get acquainted with it. These, for example, include partners with whom an open joint-stock company cooperates. Constituent documents at the request of a participant, auditor or other interested entity of the enterprise must be provided for review within a reasonable time.

Agreement

It is a non-public (closed) agreement between the founders. The contract is protected by law, since it is endowed with the status of a trade secret. This document defines the procedure for joint activities of the founders inthe formation of a legal entity, as well as the conditions under which their property is transferred to its ownership and the operation of the enterprise as a whole is carried out. The agreement also approves the Charter of the company.

Constituent documents and registration of a joint-stock company

Any legal entity must go through an accounting procedure with the relevant authorities. The procedure for state registration is established in Federal Law No. 129. This procedure is carried out at the location of the company in the executive authorized body. According to Decree No. 319 of May 17, 2002, the Tax Service acts as the specified authority. State registration is carried out in case of liquidation, reorganization, creation of companies, as well as in case of additions or changes to the constituent documents.

Features of the procedure

During the state registration, the authorized body checks the liquidation, reorganization, creation of legal entities for the compliance of these operations with the law. At the same time, the registration of companies in the register is carried out. Registration of joint-stock company differs in dual character. When a company is created, it is entered into the register as an issuer of securities and a legal entity.

List of securities

State registration of JSC is a strictly formal procedure. The documents that should be provided when creating an enterprise include:

• Statement. It confirms that the constituent documents that are submitted to the authorized body comply with the requirementslegislation to such papers. The application also certifies that the information contained in the acts is reliable, and the procedure for its establishment was observed during the formation of the company.
• Decision to establish JSC.
• Charter.
• Receipt of registration fee payment.

If there are foreign legal entities among the participants, an additional extract from the register of their countries of origin is required. When registering the reorganization of a joint-stock company, an appropriate decision is provided (instead of an act of creation).

Authorized person

It is appointed to submit documents for registration. An authorized person may be:

• Head of the company's permanent executive body.
• Founder of JSC at its formation.
• The head of the liquidation commission or bankruptcy trustee.
• The head of the legal entity who acts as the founder of the registered company.
• Another person authorized by power of attorney.

Results of consideration of submitted papers

The authorized body carries out state registration within 5 days from the date of receipt of the documents. The adopted decision acts as a basis for making an appropriate mark in the register, which contains complete information on the liquidation, creation and reorganization of legal entities. Within 15 days from the end of registration, the FAS is notified of the procedure, if the total assets of the participants account for more than 100thousand minimum wages (minimum wage). When reorganizing an enterprise through a merger, the Antimonopoly Service must also be notified if the amount of assets exceeds the specified limit.

Rejection of registration

The decision of the authorized instance can be such only if the composition of the submitted documents and the content of the papers do not meet the established requirements of the law. The refusal of the body must be motivated. The reasoned decision must be communicated to the authorized person named on the application.