Public joint-stock companies. Public Joint Stock Company. What is a joint stock company

In 2014, major improvements were introduced regarding the activities of enterprises. Very often in the media the question began to sound: "What is a PJSC instead of an OJSC?" In this article, we will try to answer it, as well as consider the related innovations.

Changes from September 2014

Since September 2014, amendments to the Civil Code of the Russian Federation have been adopted. They introduced innovations in the names, as well as some adjustments in the functioning of various forms of ownership. The most common question in entrepreneurship was: "What is PJSC instead of OJSC?"

With the introduction of these changes, the abolition of JSC and CJSC is connected, namely, the change in their names, that is, the concept of closed and open joint-stock companies has been canceled.

Instead, societies will now be public and non-public. In fact, these will be the same associations of shareholders, but some aspects of their work will still change. So, according to the Civil Code of the Russian Federation, the following organizations will operate on the territory of the Russian Federation:
Public.
Non-public.

Non-public companies, in turn, will be divided into:
Joint-stock companies (abbreviated name AT).
Limited liability companies (abbreviated name LLC).

That is, the essence of the enterprises will remain the same, but the name will need to be changed.

The essence of the changes

We will try to answer the question: "What is PJSC instead of OJSC?"

After the renaming has been carried out, the activities of joint stock companies should become more open. In fact, it turns out that public societies will have to live up to their name.
Previously, for the normal functioning of an open joint stock company or closed joint-stock company, it was enough for a company to place its shares and bonds at exchange auctions and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be kept by a special registrar.
Moreover, all meetings held by the enterprise should become more public. And also obligatory notarization of all decisions made on them has been established. Certification of documents by the registrar is also allowed.

Also, significant changes are noticeable in the need for an annual audit. Previously, it was established only for JSCs, but now all joint stock companies, without exception, are subject to mandatory annual audit.

What is OJSC?

An open joint-stock company, or, as they used to say, an open joint-stock company, is an enterprise whose fixed capital was formed by issuing corresponding shares and bonds. Until January 1, 1995, such enterprises were called " joint-stock company open type ".
At the legislative level, the publicity of such a society was already determined, that is, all information about it had to be available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. An example is Sberbank OJSC (now Sberbank PJSC).

To manage this company, a director or even several directors were hired, who, in turn, formed a board of directors.

OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory of the Russian Federation.

PJSC (the decoding sounds like a public joint stock company) is a company whose shares must be publicly placed on the securities market.
In turn, this change (renaming of OJSC into PJSC) imposed a number of obligations on the company. A public joint-stock company in the Unified State Register of Legal Entities must contain information that it is public.

From now on, open joint stock companies have the right to exist, but they must amend their charter, provide the minutes of the meeting of shareholders, as well as statements in the approved form to the registering authority.

After such changes are made, the activities of the former JSCs will be slightly adjusted, since they will become public.

The corresponding changes have already been made to their statutory documents by such companies as PJSC Sberbank, PJSC Gazprom, PJSC VTB.
The clients of these organizations have no significant reasons for concern, because, in fact, these are the same enterprises, with the same activities, only they changed their name, in accordance with the norms of the current Civil Code of the Russian Federation.

Differences between PJSC and OJSC

The main differences between PJSC and OJSC are defined as follows:
1. Shareholders can be ordinary citizens and enterprises of any form of ownership.
2. The number of shareholders is not limited.
3. Shares can be transferred to third parties without the consent of other shareholders. No pre-emptive right is allowed.
4. Reporting must be published.
5. The decisions made in PJSC must be certified by notaries or registrars without fail.
6. Annual audit. This rule is established for all joint stock companies without exception.
The main difference between OJSC and PJSC is their name. Existing JSCs need to go through the re-registration procedure, although there is no clear time frame for this.

If enterprises, for one reason or another, do not make the appropriate changes to their charter, the provisions of the current Civil Code of the Russian Federation, which regulate the activities of PJSCs, are applied to them from 01.09.2014.

How do I make changes?

In order to undergo state registration, in accordance with the changes that have entered, the tax authority must provide:

1. Application form R 13001.
2. Minutes of the general meeting of shareholders.
3. Charter in new edition in the amount of two pieces.

In this case, there is no need to pay a state fee. After the documents are submitted to the registering authority, after 5 working days he makes a decision on registration or sends a reasoned refusal. Such documents can be submitted both by the head of the enterprise and by a person by proxy.

After the corresponding changes are registered, the renamed OJSC into PJSC will need to perform the following operations:

1. Change the corresponding name in all seals and stamps of the enterprise.
2. Report the change to all banking institutions and re-register the accounts.
3. Notify all your counterparties about the changes that have occurred.
4. Change your name in all publicly available sources.

Additional innovations

1. An enterprise may have two or more directors. They can work both jointly and separately, but at the same time the powers of each of them must necessarily be spelled out in the charter of the company. But chief Accountant in this case, there is still one.
2. The innovation affected the contribution to the authorized capital. Now an independent appraiser is required. This is mandatory for joint stock companies.

Answering the question: "What is PJSC instead of OJSC?", We can say that it is practically the same enterprise, only renamed. OJSC - open joint stock company, PJSC - public joint stock company. The main activities carried out by the JSC remained the same, however, significant changes were made in some areas that are binding.

How this happens, as well as why it is needed, should be considered in more detail. What is a joint stock company? To understand the difference between JSC and JSC, you need to consider this form economic activity in its general sense. This organization is formed by several founders. The authorized capital is formed from a certain number of shares, which are distributed among the owners. They are issued when the company is created. Moreover, the number of securities and their par value are immediately stipulated. The rules for their distribution indicate the type of organization of the enterprise. These securities share certain rights between their owners. For the fact that the shareholder contributed to the authorized capital a certain amount of his funds (it is fixed by the share) at the end of the reporting period to receive the corresponding part net profit... This remuneration corresponds to the share of the owner of the securities in the total authorized capital.

What is the difference between pao and ao?

Attention

Reorganization For certain reasons, it may be necessary to reorganize an OJSC into a JSC. This transformation can be done in the opposite direction.

In this case, the amount of the authorized capital changes, as well as the rights and obligations of the owners of securities. If, according to the results of the company's activities, its authorized capital does not exceed 1000 minimum wages, documents should be prepared for the reorganization.
This provides a number of benefits to the enterprise. But the reduction of own sources leads to a decrease in production. This is a negative trend, but with a significant drop in sales volume, market value of the company's shares, this is a necessary measure to prevent bankruptcy.
The reorganization process is taken very seriously. The decision to change the form of management is made at the meeting of shareholders based on the results of financial statements.

The difference between ao and pao

From 01.09.2014, there is no need to make changes to the number of shareholders of a JSC that has become a PJSC / JSC. The number of shareholders in PJSC (formerly OJSC) The number of shareholders in a public (previously open) company is not limited.

Info

Shares of JSC (formerly CJSC) Shares of JSC (formerly CJSC) cannot be traded on stock exchanges... Shares of PJSC (formerly OJSC) Shares of PJSC (formerly OJSC) may be traded on stock exchanges.

FZ t 05.05.2014 N 99-FZ, which entered into force on 01.09.2014, was adopted in order to strengthen control over the sale of large blocks of shares of the former OJSC and is intended to coordinate the legislation in force in this area. In particular, a system of state control over the JSC takeover procedure has been created.
Interested parties are required to give advance notice of their intentions authorized body, who is required to give antitrust approval or prohibit the transaction.

Pao or ao?

Important

If the owner of the securities is a legal entity, a copy of its registration documentation will be required. Next, data on the receipt of funds or property of shareholders is prepared.

After that, the type of activity of the company is determined. It is assigned the appropriate oKVED codes... To assign an organization legal address, you must provide a rental agreement. If it is not there, representatives of the commission visit the location of the main production facilities of the enterprise. It is assigned a legal address. What does the reorganization give? Changing OJSC to AO entails significant changes for the organization.
First of all, the balance sheet currency decreases significantly. With the decrease in own financial sources, the investment rating falls.
A smaller amount of credit funds will be able to attract society.

Comparison of pjs and jsc

Not limited time making appropriate adjustments to the charter of the enterprise and the Unified State Register of Legal Entities. In accordance with Part 10 of Art. 3 ФЗ 99, there is no need to reorganize, liquidate, re-register companies, unless there is an urgent need for this. When determining the legal status of a joint stock company, the rights and obligations of shareholders, determining the procedure for the creation, reorganization and liquidation of companies, it is necessary to be guided by the provisions of Federal Law 208 of December 26, 1995 "On JSC". In fact, public and non-public companies differ only in the choice of a subscription method for shares - open or closed.

Closed subscription makes it possible to buy shares only for founders or members of a narrow, predetermined circle of persons.

Differences between a public Jsc and a non-public Jsc

And the results of the activity itself are not subject to publication; The features of PJSC include:

As for the authorized capital for a public joint stock company, there is a rule here: it is not formed immediately when the organization is created, but accumulates gradually as it issues its blocks of shares. Due to this, the amount of the company's capital can reach impressive amounts and amount to hundreds of thousands of rubles;
The company's shares are freely placed on the stock markets, and can be bought and sold in any quantity, while the number of the company's shareholders can be unlimited. The number of shareholders will depend only on the volume of issued securities;
The formation of the authorized capital of a PJSC is not required when organizing such a form of ownership.

What is a joint-stock company instead of a joint-stock company? what is the difference and why are they renamed?

NAO: the registrar can also confirm the information, but his duties can be delegated to a notary.

Who usually gives consent to the disposal of a block of shares? PAO: no need for anyone's consent, nor can there be a rule on compulsory receipt of it. NAO: no consent is required. But sometimes, the charter prescribes information on obtaining the consent of certain shareholders or a company to alienate shares.
Who has priority to buy shares? PJSC: Shareholders cannot get any advantage to buy shares.
But there are exceptions - this right applies to additionally issued shares, as well as securities convertible into shares. NAO: stipulates in advance in its charter the rights of shareholders, incl. for the purchase of shares if they are sold by other shareholders.

How does a jsc differ from jsc? reorganization of a jsc into jsc

Funds can be transferred to the company's account in the course of the turnover of shares;

A public joint stock company is obliged to submit an annual report on the results of its activities.

Civil Code of the Russian Federation Article 97. Public Joint Stock Company

ConsultantPlus: note.

If on 01.07.2015 the charter and the name of a JSC created before 09/01/2014 indicates that it is a PJSC in the absence of signs of publicity, such JSC must register a prospectus of shares before 07/01/2020 or change the charter, excluding the public status from the name (Federal Law of 06.29. 210-FZ).

ConsultantPlus: note.

JSCs created before 09/01/2014 and meeting the characteristics of PJSCs are recognized as such, regardless of the indication of this in their name. For exceptions to this rule and on renunciation of public status, see Federal Law of 05.05.2014 N 99-FZ.

1. A public joint stock company (paragraph 1 of Article 66.3) is obliged to submit for inclusion in a single state Register legal entities information about company name society, containing an indication that such a society is public.

The joint-stock company has the right to submit information about the company name of the company, containing an indication that such a company is public, for entry into the unified state register of legal entities.

The joint-stock company acquires the right to publicly place (by open subscription) shares and securities convertible into its shares, which can be publicly traded under the conditions established by the laws on securities, from the date of entry into the unified state register of legal entities of information about the company name of the company, containing an indication that such a company is public.

2. Acquisition by a non-public joint stock company of the status of a public company (paragraph 1 of this article) entails the invalidity of the provisions of the charter and internal documents of the company that contradict the rules on a public joint stock company established by this Code, the law on joint stock companies and laws on securities.

3. In a public joint-stock company, a collegial governing body of the company is formed (paragraph 4 of Article 65.3), the number of members of which cannot be less than five. The formation procedure and the competence of the said collegial management body are determined by the law on joint stock companies and the charter of the public joint stock company.

4. Responsibilities for maintaining the register of shareholders of a public joint stock company and performing the functions of the counting commission shall be carried out by an organization that has a license provided by law.

(see text in previous edition)

5. In a public joint-stock company, the number of shares owned by one shareholder, their total par value, as well as the maximum number of votes given to one shareholder cannot be limited. The charter of a public joint-stock company cannot provide for the need to obtain anyone's consent to alienate the shares of this company. No one may be granted the right of pre-emptive purchase of shares of a public joint stock company, except as otherwise provided for