Public and non-public joint stock companies (NAO and PJSC) - classification, comparison and transition. Non-public companies: innovations in the Civil Code of the Russian Federation

Paragraph 2 of Chapter 4 of the Civil Code contains general rules on business partnerships and companies. The general rules are contained in Articles 66-68, these articles have been amended since 09/01/14. Article 66 establishes the legal definition economic company– is a corporate commercial organization with an authorized capital divided into shares; property created from the contributions of the founders belongs to him by right of ownership.

Features of a business company:

• 1. Availability of membership.
• 2. Availability of authorized capital, divided into a certain number of shares or shares.
• 3. Property belongs to the company by right of ownership.
• 4. The presence of corporate rights among the company's participants in relation to the company.
• 5. Management is carried out by forming a general meeting, decisions are made by voting.
• 6. General legal capacity of a business company.

Article 66.3 – public and non-public companies.

A new classification for Russian law into public and non-public companies is being introduced. The meaning of the classification: to protect joint-stock companies whose shares are not publicly placed from excessive regulation of joint-stock legislation.

Criteria for classifying a business company as public:

• 1. The presence in the company name of an indication of the publicity of the company.
• 2. Public placement of the company's shares on the stock exchange; public offering of securities convertible into shares.

The specified criteria are subject to application to those JSCs that were created before 01.09.14 and meet the criteria of publicity. The law established that only joint-stock companies can be public; non-public ones can include limited liability companies and joint-stock companies. The nature of legal regulation within public and non-public companies should differ significantly.

Public companies place shares on the stock exchange through open subscription, have the opportunity to attract any third parties to participate in the company, and, therefore, their actions can violate the rights and interests of an indefinite number of persons. To prevent such violations, the rules regarding the regulation of corporate relations in public companies must be more stringent.

Non-public societies attract close or predetermined circles of people to participate. The new edition of the Civil Code allows non-public companies to change the general rules established by law and special legislation; such changes are made in the constituent document - the charter. The decision to establish rules other than those provided for by the Civil Code must be made unanimously by all participants in the company. The Civil Code only defines the scope of dispositivity.

The Civil Code provides for the opportunity for non-public companies to change the competence of the general meeting of participants - it can be either narrowed, i.e. Some of the issues that are legally considered by the general meeting can be transferred to the management of a collegial governing body (board of directors), or expanded, i.e., issues that are not considered by the general meeting can be included in the consideration of the general meeting. The Civil Code has established a number of issues that cannot be referred to another body for consideration. Issues that the general meeting always decides:

• 1. Amendments to the charter.
• 2. Reorganization and liquidation.
• 3. Formation of governing bodies (collegial and executive)
• 4. Determination of the amount of par value of a category of authorized shares, as well as determination of the rights that are provided by the shares.
• 5. An increase in the authorized capital, disproportionate to the shares of participants or at the expense of third parties.
• 6. Approval of internal documents that are not constituent.

In the list of issues that relate to the consideration of the general meeting, Article 66.3 does not include issues of distribution of profits and losses. There is no clear opinion in the literature regarding the possibility of transferring the issue of distribution of profits and losses to another body. The Civil Code contains Article 67.1, clause 2, which establishes the exclusive competence of the meeting of participants of a business company: exclusion of a participant from the company, distribution of profits and losses. The lecturer believes that it should be said here that there is a contradiction between norms 66.3 and 67.1.

The Civil Code allows the refusal to create a collegial body, provided that all the functions of such a body are transferred to a collegial governing body. In a non-public company, it is possible to exclude the audit commission from the body. The Civil Code allows the establishment of a different procedure for preparing, convening and holding a general meeting of participants and shareholders.

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One of the organizational and legal forms, which until September 1, 2014 was provided for by the legislation of the Russian Federation (Civil Code of the Russian Federation, Article 95) for commercial organizations. A company established by one or several persons, the authorized capital of which is divided into shares of the size determined by the constituent documents; Participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company.

Additional liability company– a commercial organization with a number of participants of at least two and no more than fifty, the authorized capital of which is divided into shares of sizes determined by the constituent documents.

Control. The supreme body is the general meeting of participants; The executive body is the board or directorate and (or) director or general director. The control body is the audit commission or auditor.

Rights:-receive part of the profit, vote at the general meeting of participants; -receive information about the activities of the company; - leave the company regardless of the consent of other participants and receive part of the value of the company’s property corresponding to the share in the authorized capital; -sell your share to other participants or third parties; -to receive, upon liquidation of the company, part of the property remaining after settlements with creditors.

Responsibilities: - make a contribution to the authorized capital; -take part in the management of the company; - not to disclose confidential information about the activities of the company.

Peculiarities. In general, additional liability companies were subject to the provisions of the legislation of the Russian Federation on limited liability companies, with the exception of the subsidiary liability provided for the participants of such a company, which they bore for the obligations of the company jointly with all their property in the same multiple of the value of their contributions, determined by the founders documents of the company. Thus, for participants in companies with additional liability, there was no limitation of liability, which is provided to participants (shareholders) of other forms of business partnerships and companies.

Responsibility. Participants in such a company bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different distribution procedure is provided for by the constituent documents of the company. The rules of the Code of the Russian Federation on LLCs apply to a company with additional liability.

Non-public joint-stock company (NAO) (Closed joint-stock company, CJSC)

This is a joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons.

Features of the JSC. Its advantage is that the founders bear limited liability for the debts of the organization they created within the value of the contributions made to the authorized capital. CJSC is today one of the most common organizational and legal forms of commercial organizations in the field of small and medium-sized businesses. The form of a closed joint stock company often gives rise to dangerous misconceptions. Shareholders believe that they are reliably protected from unwanted partners entering their business, because the law states that a shareholder, before selling shares to a third party, must offer other shareholders to buy the securities alienated to them. Unfortunately, this requirement is easy to circumvent. The rule is mandatory only in case of alienation for compensation; if a gift or inheritance occurs, then this rule does not apply.

Responsibilities. Before selling shares to a third party, a participant in a closed joint-stock company must offer other shareholders to buy the securities alienated by him. In cases provided for by the law on joint stock companies, a closed joint-stock company may be required to publish an annual report, balance sheet, and profit and loss account for public information.

Profit distribution. In a closed joint-stock company, shares are distributed only among a pre-determined (closed) circle of persons (for example, only among its participants). If there is 1 participant, then this must be reflected in the charter (clause 6 of article 98 of the Civil Code of the Russian Federation). In a closed joint-stock company, the possibility of new shareholders appearing in the company cannot be completely ruled out. Before selling shares to a third party, the shareholder must offer other shareholders to buy the securities alienated by him. The number of participants in a closed joint stock company must not exceed the number established by the law on joint stock companies.

Public joint stock company is a new term in Russian civil legislation. At first glance, it may seem that non-public and public joint-stock companies are just new names for CJSC and OJSC. But is this really so?

What does public joint stock company mean?

Federal Law No. 99-FZ dated 05.05.2014 (hereinafter referred to as Law No. 99-FZ) added a number of new articles to the Civil Code of the Russian Federation. One of them, Art. 66.3 of the Civil Code of the Russian Federation, introduces a new classification of joint stock companies. The already familiar CJSC and OJSC have now been replaced by NJSC and PJSC - non-public and. This is not the only change. In particular, the concept of an additional liability company (ALS) has now disappeared from the Civil Code of the Russian Federation. However, they were not particularly popular anyway: according to the Unified State Register of Legal Entities as of July 2014, there were only about 1,000 of them in Russia - with 124,000 closed joint-stock companies and 31,000 open joint-stock companies.

What does a public joint stock company mean? In the current version of the Civil Code of the Russian Federation, this is a joint-stock company in which shares and other securities can be freely sold on the market.

The rules on a public joint stock company apply to a joint-stock company whose charter and name indicate that the joint-stock company is public. For PJSCs created before 09/01/2014, whose corporate name contains an indication of publicity, the rule established by clause 7 of Art. 27 of the Law “On Amendments...” dated June 29, 2015 No. 210-FZ. Such a PJSC that does not have public issues of shares before July 1, 2020 must:

• apply to the Central Bank for registration of the prospectus of shares,
• remove the word “public” from its name.

In addition to shares, a joint-stock company can issue other securities. However, Art. 66.3 of the Civil Code of the Russian Federation provides for public status only for those securities that are converted into shares. As a result non-public companies may introduce securities into public circulation with the exception of shares and securities convertible into them.

What is the difference between a public joint stock company and an open one?

Let's consider difference from JSC. Although the changes are not fundamental, ignorance of them can seriously complicate the life of the management and shareholders of the PJSC.

Disclosure

If previously the obligation to disclose information about the activities of an OJSC was unconditional, now a public company has the right to apply to the Central Bank of the Russian Federation for exemption from it. This opportunity can be taken advantage of public and non-public companies, however, it is for the public that liberation is much more relevant.

In addition, JSCs were previously required to include information about the sole shareholder in the charter, as well as publish this information. Now it is enough to enter data into the Unified State Register of Legal Entities.

Preemptive right to purchase shares and securities

The OJSC had the right to provide in its charter for cases when additional shares and securities are subject to preferential purchase by existing shareholders and security holders. Public joint stock company is obliged in all cases to be guided only by the Federal Law “On Joint-Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as Law No. 208-FZ). References to the charter are no longer valid.

Maintaining a register, counting commission

If in some cases an OJSC was allowed to maintain a register of shareholders on its own, then public and non-public joint stock companies are always required to delegate this task to specialized licensed organizations. At the same time, for a PJSC, the registrar must be independent.

The same applies to the counting commission. Now issues within its competence must be resolved by an independent organization that has a license for the relevant type of activity.

Society management

Public and non-public joint-stock companies: what are the differences?

1. By and large, the rules that previously applied to OJSC apply to PJSC. NAO is basically a former closed joint-stock company.
2. The main feature of a PJSC is an open list of possible buyers of shares. NJSC does not have the right to offer its shares at public auction: such a step, by force of law, automatically turns them into a PJSC even without amending the charter.
3. For PJSC, the management procedure is strictly enshrined in law. For example, the rule still remains that the competence of the board of directors or executive body cannot include issues that are subject to consideration by the general meeting. A non-public company can transfer some of these issues to a collegial body.
4. The status of participants and the decision of the general meeting in a PJSC must be confirmed by a representative of the registrar organization. The NAO has a choice: you can use the same mechanism or contact a notary.
5. Non-public joint stock company still has the right to provide in the charter or corporate agreement between shareholders the right to pre-emptive purchase of shares. For public joint stock company such an order is absolutely unacceptable.
6. Corporate agreements concluded in PJSC must be disclosed. For a NAO, it is sufficient to notify the company of the fact of concluding such an agreement.
7. The procedures provided for by Chapter XI.1 of Law No. 208-FZ regarding offers and notices of repurchase of securities, after September 1, 2014, do not apply to JSCs that, through changes in the charter, have officially recorded their non-public status.

Corporate agreement in joint stock companies

An innovation that largely concerns PJSC and NJSC is a corporate agreement. Under this agreement, concluded between the shareholders, all or some of them undertake to exercise their rights only in a certain way:

• take a unified position when voting;
• establish a common price for all participants for the shares they own;
• allow or prohibit their acquisition in certain circumstances.

However, the agreement also has its limitations: it cannot oblige shareholders to always agree with the position of the managing bodies of the joint-stock company.

In fact, ways to establish a unified position for all or part of the shareholders have always existed. However, now changes in civil legislation have transferred them from the category of “gentleman’s agreements” to the official level. Now, violation of a corporate agreement may even become a reason to recognize the decisions of the general meeting as illegal.

For non-public companies, such an agreement may be an additional management tool. If all shareholders (participants) participate in a corporate agreement, then many issues related to the management of the company can be resolved through changes not in the charter, but in the content of the agreement.

In addition, an obligation has been introduced for non-public companies to enter information about corporate agreements into the Unified State Register of Legal Entities if, under these agreements, the powers of shareholders (participants) seriously change.

Renaming the OJSC into a public joint stock company

For those OJSCs that decided to continue operating in the status public joint stock company, it is necessary to make changes to the statutory documents. There is no deadline for this by law, but it’s better not to delay it. Otherwise, problems may arise in relations with counterparties, as well as ambiguity regarding what rules of law should be applied to PJSC. Law No. 99-FZ establishes that the unchanged charter will be applied to the extent that does not contradict the new norms of the law. However, what exactly is contradictory and what is not is a moot point.

Renaming can occur in the following ways:

1. At a specially convened extraordinary meeting of shareholders.
2. At a meeting of shareholders that resolves other current issues. In this case, changing the name of the JSC will be highlighted as an additional issue on the agenda.
3. At a mandatory annual meeting.

Re-registration of old organizations into new public and non-public legal entities

The changes themselves can only affect the name - it is enough to exclude the words “open joint-stock company” from the name, replacing them with the words “ public joint stock company" However, it is necessary to check whether the provisions of the previously existing charter do not contradict the norms of the law. In particular, special attention should be paid to the rules relating to:

• board of directors;
• preemptive right of shareholders to purchase shares.

In accordance with Part 12 of Art. 3 of Law No. 99-FZ, the company will not need to pay state duty if the changes concern bringing the name into compliance with the law.

In addition to JSC, signs of publicity and non-publicity now apply to other organizational forms of legal entities. In particular, the law now directly classifies LLCs as non-public entities. For a public joint stock company, changes must be made to the charter. But is this necessary for those companies that, by virtue of the new law, should be considered non-public?

In fact, for non-public companies, making changes is not necessary. Nevertheless, it is still advisable to make such changes. This is especially important for former closed joint stock companies. Otherwise, such a name will be a defiant anachronism.

Sample charter of a public joint stock company: what to pay attention to?

In the time that has elapsed since the adoption of Law No. 99-FZ, many companies have already gone through the procedure of registering changes to the charter. Those who are just about to do this can use the sample charter of a PJSC.

However, when using a sample, you must first of all pay attention to the following:

• The charter must contain an indication of publicity. Without this, society becomes non-public.
• It is imperative to involve an appraiser in order for a property contribution to be made to the authorized capital. Moreover, in the event of an incorrect assessment, both the shareholder and the appraiser must answer subsidiarily within the limits of the overstatement amount.
• If there is only one shareholder, he may not be indicated in the charter, even if the sample contains such a clause.
• It is possible to include provisions on the audit procedure in the charter at the request of shareholders owning at least 10% of the shares.
• Conversion into a non-profit organization is no longer allowed, and there should be no such provisions in the charter.

This list is far from complete, so when using samples you should carefully check them with current legislation.

The term "public joint stock company": translation into English

Since many Russian PJSCs carry out foreign trade operations, the question arises: what should they now be officially called in English?

Previously, the English term “open joint-stock company” was used in relation to JSC. By analogy with it, the current public joint stock companies can be called a public joint-stock company. This conclusion is confirmed by the practice of using this term in relation to companies from Ukraine, where PJSCs have existed for a long time.

In addition, the difference in right-wing terminology in English-speaking countries should also be taken into account. Thus, by analogy with UK law, the term “public limited company” is theoretically acceptable, and with US law - “public corporation”.

The latter, however, is undesirable, since it may mislead foreign counterparties. Apparently, the public joint-stock company option is optimal:

• it is used mainly only for organizations from post-Soviet countries;
• quite clearly marks the organizational and legal form of society.

So, what can ultimately be said about innovations in civil legislation concerning public and non-public legal entities? In general, they make the system of organizational and legal forms for commercial organizations in Russia more logical and harmonious.

It is not difficult to make changes to the statutory documents. It is enough to rename the company according to the new rules of the Civil Code of the Russian Federation. The legalization of agreements between shareholders (corporate agreement in accordance with Article 67.2 of the Civil Code of the Russian Federation) can be considered a step forward.

From September 1, 2014, the types of joint stock companies have changed. Instead of open and closed joint-stock companies, the concepts of public and non-public are now used. Changes were made by Federal Law No. 99 dated 05/05/2014. “On amendments to Chapter 4 of Part 1 of the Civil Code of the Russian Federation” (hereinafter referred to as Federal Law No. 99). According to the new definition, Companies can now be public - the shares of which are placed and circulated in the public domain and (or) in their name and charter there is an indication of publicity (applies to former JSCs) and non-public - all others, which include LLCs and former CJSCs ( Article 66.3 of the Civil Code of the Russian Federation).

At the same time, all JSCs that meet the definition of publicity became automatic from September 1 and changes in the Civil Code made by Federal Law No. 99 are applied to them. As for JSCs, if the Company decides to remain closed, that is, non-public according to the new rules, then to it , until they make changes to the constituent documents, the provisions of Federal Law No. 208 of December 26, 1995 will apply. about JSC. In general, such a form as a closed joint-stock company is abolished. However, in the future there will be no need to change the name of non-public companies and add the word “non-public”, but you will only need to remove the word “closed”, leaving just JSC.

Today, the most common organizational and legal forms of doing business in our country are the Non-Public (Closed) Joint Stock Company (formerly CJSC). There is a fairly large amount of information about LLC on our website, thanks to which each of our visitors has probably already understood many issues related to the establishment of an enterprise in this organizational and legal form. But until now there has been no mention of a non-public joint-stock company. That is why we decided to correct this misunderstanding, and we bring to your attention a review article telling about the main points of registering an enterprise in the form of a joint-stock company.

Authorized capital of a non-public joint-stock company (CJSC)

The main difference between a non-public JSC (CJSC) and an LLC is the method of forming the authorized capital: unlike an LLC, where it consists of shares of participants, in a JSC the authorized capital is formed by shares. It is important to note here that shares are securities, while a share in the authorized capital of an LLC represents the property right of a participant.

Specifically for the formation of the authorized capital, the shareholders of a non-public joint-stock company (CJSC) issue shares, and also carry out their state registration. This is one of the main points that distinguishes a JSC from an LLC and extends the legislation on the securities market and the protection of investor rights to it. However, there are still similarities between a JSC and an LLC in terms of the authorized capital: just as the participants of an LLC have the opportunity to attract additional investments into the Company in the form of additional contributions to the authorized capital, so the shareholders of a non-public JSC can attract investments in the form of an additional issue of shares.

Shareholders of non-public joint-stock company (CJSC)

There is one more point that significantly distinguishes a non-public JSC (CJSC) from an LLC, and it is that the possibility of new shareholders cannot be completely excluded in a JSC. The only limitation in this regard is the pre-emptive right to purchase shares when selling to a third party. The main purpose of the pre-emptive right is to enable shareholders to remove a third party from participation in the Company, and it can only be achieved if the sale of shares does not take place at all; the sale of shares to a third party did not take place, and they were sold to the shareholders of the Company, and also in the event that, under the agreement, rights and obligations were transferred to the person with the pre-emptive right to purchase.

As recently as July 1, 2009, one of the significant differences between an LLC and a non-public JSC (CJSC) was the ability of an LLC participant to leave the Company at any time, demanding payment of the value of his share in the authorized capital (in money or property). However, the law on LLC, which entered into force on July 1, 2009, establishes a restriction on this previous right, leaving the possibility of free exit from the LLC only if this is specifically stated in the Company’s charter.

As for rights, in a non-public joint-stock company (CJSC) the system of their distribution between the Company’s shareholders is built on a slightly different principle. Thus, the rights of shareholders in a joint-stock company depend on the category of shares owned by it, which, in turn, can be ordinary or preferred. But at the same time, the charter of a non-public joint-stock company cannot establish different rights or obligations for owners of only ordinary shares or only one type of preferred shares, since all ordinary shares (as well as all preferred shares of the same type) provide their owners with rights identical in content .

Payment of the authorized capital of a non-public joint-stock company (CJSC)

When creating a non-public JSC (CJSC), payment of the authorized capital before its state registration is not required. However, there is a limitation on its payment: the authorized capital of the JSC must be paid in at least 50% within 3 months from the date of state registration of the Company.

One more nuance. In the event that a JSC pays for its authorized capital with property, it is necessary to evaluate this property in advance by an independent appraiser, which is now required to be done in an LLC, regardless of the amount of property being valued.

Transfer of the register of shareholders to an independent registrar

Also, all joint-stock companies, both public and non-public, should pay attention to the fact that from October 1, 2014, all registers of shareholders must be maintained by specialized registrars who have the appropriate license. This obligation was introduced by Federal Law No. 142 of July 2, 2013. “On amendments to subsection 3 of section I of part one of the Civil Code of the Russian Federation” last year. Moreover, as the Bank of Russia notes in its recent letter, no JSC has any exceptions for transferring the register if they were previously maintained independently. Therefore, be careful and have time to transfer the register of shareholders on time so as not to get fined up to 1 million rubles.

The abbreviations ZAO and OAO are familiar even to those who are not involved in business, so deciphering them is not difficult. These are different forms of joint stock companies (JSC) - closed and open, differing from each other in the possibilities of selling shares and managing the company. Several years ago, a legislative reform was carried out giving more correct names to these business entities.

What is NAO

In 2014, the definitions relating to the organizational and legal forms of legal entities were revised. Federal Law No. 99 of May 5, 2014 amended the legislation and abolished the concept of closed joint stock company. At the same time, a new division was introduced for business entities, distinguishing them according to the criterion of openness to third parties and the possibility of third-party participation.

Article 63.3 of the Civil Code (CC) defines new concepts. According to the article, business societies are:

• Public (software). These are companies whose shares are freely traded in accordance with Law No. 39 of April 22, 1996 “On the Securities Market”. An alternative requirement for classifying an organization as software is to indicate its public nature in its name.
• Non-public (BUT). All others that are not public.

The legislative formulation does not provide a clear definition of a non-public company, and is based on the exclusionary principle (everything that is not software is non-public). Legally, this is not very convenient because it creates a clutter of language when trying to define terms. The situation is similar with establishing the meaning of a non-public joint stock company (NAO). It can only be determined by analogy (NAO is an AO with signs of NO), which is also uncomfortable.

But the legal procedure for transition to new definitions is simple. Law No. 99-FZ recognizes as public joint-stock companies all joint-stock companies created before September 1, 2014 and meeting the qualification criteria. And if such a company, as of July 1, 2015, has an indication in its charter or name that it is public, but in fact is not a PJSC, then it is given five years to begin public circulation of securities or re-register the name. This means that July 1, 2020 is the final date when, according to the law, the transition to the new wording must be completed.

Organizational and legal form

Public and non-public joint stock companies are distinguished according to Article 63.3 of the Civil Code. The defining feature is the free circulation of the company's shares, so it would be a mistake to mechanically translate old definitions into new ones (for example, to assume that all OJSCs automatically become PJSCs). According to the law:

• Public joint stock companies include not only open joint stock companies, but also closed joint stock companies that have publicly placed bonds or other securities.
• The category of non-public joint-stock companies includes closed joint-stock companies, plus open joint-stock companies that do not have shares in circulation. At the same time, the category of non-commercial organizations will be even wider - in addition to non-profit joint-stock companies, this also includes LLCs (limited liability companies).

Considering the specific nature of a closed joint stock company, which simplifies the task of concentrating assets in the hands of a group of individuals, combining it into one group with an LLC is quite logical. The legislative need to create a category of non-profit organizations becomes extremely clear - this is the unification into one group of business entities that exclude outside influence. At the same time, a non-public limited liability company can be transformed into a non-public joint stock company without any particular difficulties (the reverse process is also possible).

The difference between a public joint stock company and a non-public one

When comparing PJSC and NJSC, it is important to understand that each of them has its own advantages and disadvantages, depending on the specific situation. For example, public joint-stock companies provide more opportunities for attracting investments, but at the same time they are less stable in corporate conflicts than non-public joint-stock companies. The table shows the main differences between the two types of business entities:

Characteristics and distinctive features

From a legal point of view, a non-public joint stock company is a special category of business entities. The main distinguishing features include:

• Restrictions on the admission of participants. These can only be the founders. They act as the only shareholders, since the company's shares are distributed only among them.
• The authorized capital has a lower limit of 100 minimum wages, which is formed by contributing property or cash.
• Registration of a non-public JSC is preceded by the preparation of not only the company’s charter, but also a corporate agreement between the founders.
• The management of the NAO is carried out through a general meeting of shareholders with a notarized recording of the decision.
• The amount of information that a non-public JSC must place in the public domain is much less than that of other types of JSC. For example, non-public joint stock companies, with few exceptions, are exempt from the obligation to publish annual and accounting reports.

Disclosure of information about activities to third parties

The principle of publicity implies placing information about the company’s activities in the public domain. Information that a public company must publish in print (or online) includes:

• Company annual report.
• Annual accounting reports.
• List of affiliates.
• Statutory documentation of a joint stock company.
• Decision to issue shares.
• Notice of a meeting of shareholders.

For non-public joint stock companies, these disclosure obligations apply in a reduced form and apply only to organizations with more than 50 shareholders. In this case, the following will be published in publicly available sources:

• Annual report;
• Annual financial statements.

Certain information about a non-public JSC is entered into the Unified State Register of Legal Entities (USRLE). This data includes:

• information on the value of assets as of the last reporting date;
• information about licensing (including suspension, re-issuance and termination of a license);
• notification of the introduction of surveillance as determined by the arbitration court;
• subject to publication in accordance with Articles 60 and 63 of the Civil Code of the Russian Federation (notifications of reorganization or liquidation of a legal entity).

Charter

In connection with legislative changes caused by the emergence of new organizational and legal forms (public and non-public joint stock companies), JSCs must carry out a reorganization procedure with amendments to the charter. For this purpose, a board of shareholders is convened. It is important that the changes made do not contradict Federal Law No. 146 of July 27, 2006 and must contain a mention of the non-publicity of the organization.

The typical structure of the charter of a non-public joint-stock company is determined by Articles 52 and 98 of the Civil Code of the Russian Federation, as well as Law No. 208 of December 26, 1995 “On Joint-Stock Companies”. Mandatory information that must be indicated in this document includes:

• name of the company, its location;
• information about placed shares;
• information about the authorized capital;
• amount of dividends;
• procedure for holding a general meeting of shareholders.

Organizational management and governing bodies

In accordance with current legislation, the charter of a joint stock company must contain a description of the organizational structure of the company. The same document should consider the powers of governing bodies and determine the procedure for making decisions. The organization of management depends on the size of the company, can be multi-level and has different types:

• General Meeting of Shareholders;
• supervisory board (board of directors);
• collegial or sole executive body (board or director);
• audit committee.

Law No. 208-FZ defines the general meeting as the highest governing body. With its help, shareholders exercise their right to manage the joint-stock company by participating in this event and voting on agenda items. Such a meeting may be annual or extraordinary. The company's charter will determine the boundaries of the competence of this body (for example, some issues can be resolved at the level of the supervisory board).

Due to organizational difficulties, the general meeting cannot resolve operational issues - for this purpose a supervisory board is elected. Issues that this framework addresses include:

• determination of priorities for the activities of a non-public joint stock company;
• recommendations on the amount and procedure for paying dividends;
• increasing the authorized capital of the joint-stock company through the placement of additional shares;
• approval of major financial transactions;
• convening a general meeting of shareholders.

The executive body may be sole or collegial. This structure is accountable to the general meeting and is responsible for the improper performance of its duties. At the same time, the competence of this body (especially in a collegial form) includes the most complex issues of the current activities of a non-public joint stock company:

• development of a financial and economic plan;
• approval of documentation on the company’s activities;
• consideration and decision-making on the conclusion of collective agreements and agreements;
• coordination of internal labor regulations.

Issue and placement of shares

The registration process of a joint stock company is accompanied by the introduction of special securities into circulation. They are called shares, and according to Law No. 39-FZ they give the owner the right:

• receive dividends - part of the company's profit;
• participate in the management process of a joint stock company (if the security is voting);
• ownership of part of the property after liquidation.

The putting of securities into circulation is called an issue. In this case, shares may have:

• documentary form, confirming ownership rights with a certificate;
• undocumented, when a record of the owner is made in a special register (in this case, the concepts of “securities” and “issue shares” are conditional).

After the issue, the distribution (placement) of shares among the owners follows. The process is fundamentally different for PJSC and NJSC, implementing different methods of generating profit for these companies. A wide channel for the distribution of securities in the first case implies more careful control of activities by government agencies. The table shows the differences between public and non-public joint stock companies in the placement of shares:

Certification of JSC decisions and maintaining the register of shareholders

The General Meeting of Shareholders is the highest body of the company's management, determining the further development of the organization. At the same time, the legally correct drawing up of the protocol and certification of decisions taken is of great importance, relieving participants, board members and managers from mutual claims and disputes about forgery. According to Law No. 208-FZ, protocol documentation must contain:

• time and place of the general meeting of shareholders of a non-public JSC;
• the number of votes belonging to the owners of voting shares;
• the total number of votes of shareholders who participate;
• indication of the chairman, presidium, secretary, agenda.

Hiring the services of a notary will make the protocol more secure and increase the level of reliability of this document. This specialist must personally attend the meeting and record:

• the fact of adoption of specific decisions specified in the minutes of the meeting;
• number of present shareholders of a non-public joint-stock company.

An alternative to contacting a notary would be the services of a registrar who maintains the register of shareholders. The procedure and procedure for confirmation in this case will be similar. According to the law, from October 1, 2014, maintaining the register of shareholders became possible only on a professional basis. To do this, joint stock companies must turn to the services of companies with a specialized license. Independent maintenance of the register is punishable by a fine of up to 50,000 rubles for management, and up to 1,000,000 rubles for legal entities.

Change of organizational form

The reform of joint stock companies, begun in 2014-2015 by Law No. 99-FZ, should be completed in 2020. By this time, all official company names must be re-registered in the form prescribed by law. Depending on the availability of publicity, the former CJSC and OJSC are transformed into PJSC and JSC. Indication of non-publicity by law is not mandatory, therefore the abbreviation NAO may not be used in the official details of the company, and the presence of shares in free circulation allows you to do without the abbreviation PJSC.

The legislation allows changing the form of ownership from PJSC to NAO and vice versa. For example, in order to transform a Non-Public JSC, it is necessary:

• Increase the authorized capital if it is less than 1000 minimum wages.
• Conduct inventory and audit.
• Develop and approve an amended version of the charter and related documents. If necessary, the organizational and legal form is renamed to PJSC (this is not mandatory by law, if there are shares in free circulation).
• Re-register.
• Transfer property to a new legal entity.

Preparation of constituent documents

When re-registering a NAO, special attention should be paid to the correct preparation of documentation. Organizationally, this process breaks down into two stages:

• Preparatory part. This involves filling out an application in form P13001, holding a meeting of shareholders and preparing a new charter.
• Registration. At this stage, the company details change (a new seal and forms will be required), which should be warned about by counterparties.

Advantages and Disadvantages

If we compare the capabilities of PJSC and NJSC, then each of them has its own pros and cons. But, depending on the specific business situation, one or another option will be suitable. Non-public joint stock companies have the following advantages:

• The minimum authorized capital is 100 minimum wages for a non-public joint-stock company (for a public joint-stock company this figure is 10 times higher). But this plus immediately becomes a minus when compared with the same figure for an LLC - 10,000 rubles, which makes the form of a limited liability company more accessible to small businesses.
• Simplified form of purchasing shares. State registration of the purchase and sale agreement is not required; it is only necessary to make changes to the register.
• Greater freedom in managing the company. This is a consequence of the limited circle of shareholders.
• Restrictions on Disclosure. Not all shareholders want information about their share in the authorized capital or the number of shares to be available to a wide range of people.
• A less risky investment for investors than a publicly traded company. The absence of public trading of shares is a good protection against the unwanted possibility of a third party purchasing a controlling stake.
• Lower office costs than PJSC. The requirements for non-public documentation are not as serious as for those that are to be made public.

If we compare it with a public joint-stock company, then non-public joint-stock companies have a number of disadvantages. These include:

• The closed nature greatly limits the ability to attract third-party investments.
• The process of creating a company is complicated by the need for state registration of the issue of shares (in addition, this leads to an increase in the authorized capital).
• The decision-making process may be in the hands of a small group of people.
• Limits on the number of shareholders of 50 people compared to the unlimited number of a public JSC.
• Difficulties with leaving the membership and selling your shares.

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