Dream Interpretation Udilova 

Joint stock companies: concept, types, legal status. Joint Stock Company (JSC)

Principles of classification. It is known that the economic basis of the private sector national economy private ownership of the means of production.

An analysis of reality shows that private property can be realized through different types. In practice, there are many variants of its manifestation, various combinations of a “bundle of property rights”. It is no secret that all this allows the private sector of the national economy to be flexible enough to adapt to changing economic conditions.

As a result, the gradation of the forms of functioning of private enterprises has to be carried out on the basis of the use of different features (see Fig. 5.4).

The use of different signs of gradation of private enterprises leads to the emergence of many systems for their classification. their specific names, or legalshape, private enterprises receive depending on the prevailing national economic conditions, as well as on the terminology used in the legislative framework.

Legal form of the enterprise- a set of legal and economic norms that determine the nature, conditions and methods of

PRINCIPLE OF CLASSIFICATION

FACTORS OF CLASSIFICATION

1. Private property

Individual, group (corporate), etc.

2. Legal entity

With education or without education legal entity

3. Nature of work

Own (free) or hired labor

4. Conditions of membership in corporate private property

Open or closed nature of a joint stock company

5. Amount of advanced capital

Small, medium and large scale

6. Founders

Individuals and (or) legal entities

7. The degree of participation of hired personnel in the ownership of the enterprise

Such participation is allowed or not allowed

8. Level of property liability

Full or limited; no responsibility

9. Degree of integration

Complete dependence, relative dependence, independence

Rice. 5.4. Main criteria for classifying private enterprises

would be the formation of legal and economic relations between employees and the owner of the enterprise, between the enterprise and other external economic entities and state authorities (36, p. 77).

To more fully reveal the content of a particular legal form of a private enterprise, the simultaneous use of several signs of classification: in terms of ownership of the means of production and the nature of the labor used (see Figure 5.5).

On fig. 5.5 reproduces the situation when the vertical classification of private enterprises is used as a criterion nature of work(free or hired

PRIVATE CC

>property

individual (sole)

group (joint)

Own (free) labor

Individual entrepreneur. Private labor enterprise

Partnership. Cooperative. People's (collective) enterprise

hired labor

Private capitalist enterprise

Companies (LLC, ALC). Joint-stock company. Corporation

Rice. 5.5. Classification of private enterprises on two grounds

labor), and horizontally - degree of centralization private property (individual or group private property). Such a fairly simple approach allows us to distinguish four main forms of private enterprise:

    individual entrepreneurship (private labor enterprise);

    private capitalist enterprise;

    partnership (partnership) or cooperative, collective enterprise;

    corporation (joint stock company).

Individual entrepreneur - in a market economy, this is a kind of alternative to wage labor, a special and very worthy way of life, when a person highly appreciates, first of all, free labor, private property and economic freedom, involvement in managerial activities.

An individual entrepreneur carries out commercial activities on the basis of his property, directly manages it and bears full property responsibility. In the real sector of production, this form is revealed as simple commodity production. Here you can highlight:

1) sole proprietorship or individual labor activity (both the owner and the employee);

2) family business (in addition, the labor force of family members is used).

In our conditions, this form of business also includes individual entrepreneurship, when the number of employees does not exceed 3 people.

Individual entrepreneurs (traders) can work with or without the formation of a legal entity. In reality, these are owners of small agricultural farms, small retailers (shops, small shops), as well as entrepreneurs engaged in the service sector (hairdressers, repair shops, consultations), and peasant farms.

The activities of an individual entrepreneur are regulated by law. Usually, in order to engage in certain types of activities, it is required to obtain an appropriate license. Within the prescribed period, the entrepreneur submits a declaration on the level of income. He is obliged to comply with the regulations governing the quality of products.

An individual entrepreneur conducts business activities, bears property responsibility for the results of management, provides himself with a job, is responsible for his own debts and other financial obligations. All decisions are taken independently.

Working directly with consumers, individual entrepreneurs are well aware of the state of market demand and are able to respond to changing market conditions.

Self-employment and free labor create an incentive for high motivation economic activity, guarantee the complete safety of material values. Most individual entrepreneurs strive to ensure that their business passes to the heirs. In essence, the individual entrepreneur does not receive a salary and does not appropriate profits. He receives income, from which corresponding expenses are reimbursed in a certain order. A modest income is quite sufficient for those who prefer to work only for themselves.

The disadvantages of this form of business include limited financial resources, insignificant opportunities to obtain a solid bank loan on security, the absence of conditions for large-scale deliveries of products, as well as the entrepreneur’s lack of special knowledge in the field of finance, accounting and analysis, marketing, etc. The entrepreneur becomes a hostage of his own business, is liable for obligations not only with the assets of the enterprise, but also with his personal property and authority. This increases the degree of risk, hinders innovative opportunities.

Private capitalist enterprise. Sole proprietor who uses hired labor force, organizes economic activity (shop, workshop) with the formation of a legal entity, transforms into a private capitalist enterprise.

For such an enterprise, it is characteristic that the means of production, firstly, are in private property(individual, family); secondly, they are set in motion by hired labor, attracted in significant volumes. At the same time, the functions of enterprise management can be performed not by the owner himself, but by highly qualified hired personnel.

The main goal of such a private enterprise is to ensure cost recovery and profit. Within the private unitary the enterprise is quite allowed to develop a subsystem production co-management, when hired personnel on a parity basis and within clearly defined limits participate in the management of production (for example, in Germany such a procedure is prescribed by law).

Partnership (partnership). In this case we are talking on the cooperation of two or more individual entrepreneurs conducting a common business and acting as its joint owners (share ownership). Partnership means integration of property and free labor(in Fig. 5.5, see the upper right quadrant), that is, it involves the pooling of capital and joint activities (membership), personal participation in management.

This version of a private enterprise is common among specialists in a particular industry (doctors, lawyers, accountants, auditors). The partnership is

association of private entrepreneurs. As a rule, it does not lead to the creation of a legal entity. In many cases, only the conclusion of an appropriate contract (agreement) is envisaged. Decision-making on business matters requires unanimous approval. Each partner bears unlimited personal liability for the debts of the enterprise.

The partnership retains the advantages of individual entrepreneurship, reduces the degree of economic risk. In addition, an increase in the volume of attracted capital, the emergence of fresh forces and new ideas, the specialization of partners in the performance of certain functions, a decrease in the psychological burden due to the accepted risk of managing determine Main advantages partnerships.

The disadvantages of partnership usually include unlimited liability, low efficiency in decision-making due to the need to ensure the participation of all partners in the decision-making procedure, and the likelihood of a struggle for leadership.

There are general partnerships and limited partnerships (commandant).

General business partnerships in accordance with the concluded agreement, they conduct entrepreneurial activities on behalf of the formed legal entity (memorandum of association) and are liable for its obligations with all their property (unlimited liability). If a general partnership incurs losses, then their compensation is carried out in accordance with the fact that each of the partners is personally responsible for all the debts of the enterprise, regardless of its share or form of participation in economic activity.

Faith partnerships (commandant) consist of two types of participants: a) full founding members; b) participants-investors of capital. General partners are jointly and severally liable for the obligations of the partnership with all their property, while the participants-contributors (complementaries) only within the limits of their contribution to the capital of the enterprise

tiya. They are not directly involved in entrepreneurial activities, but are entitled to income in accordance with the contributed capital. In the event of the liquidation of the partnership, the contributors have a preferential right over the full members to the return of contributions from the property of the partnership.

Faith partnerships make it possible to unite entrepreneurs with capital and carriers of promising ideas.

Cooperative (artel). In modern conditions, there is a need to allocate cooperative- a voluntary association of citizens on the basis of membership, which is created to meet the personal or production needs of its members.

The cooperative is based on personal labor participation and the association of property and monetary share contributions by its members (participants). Shared property of the cooperative is divided into shares, each member of the cooperative retains claims not only to the contributed share, but also to a part of the property of the cooperative.

In accordance with the Declaration of the International Cooperative Alliance (1995), a consumer cooperative is an independent organization of people who have voluntarily united to meet their socio-economic, social and cultural needs with the help of a jointly owned and democratically controlled enterprise. The main components of the ethics of a cooperator are honesty, openness, responsibility and care. The main tasks of the consumer society are the fulfillment of the social mission, the satisfaction of the demand of the population, its socio-economic support.

Among the cooperatives, one should single out a consumer cooperative and an artel - a production cooperative.

Members of a production cooperative shall bear subsidiary liability for the obligations of the cooperative. Each member of the cooperative has the right to vote, regardless of the size of the property contribution. The cooperative is managed by a board or council from among its members. The basis of the cooperative is individuals, although in some cases it is allowed

participation and legal entities. A cooperative may use hired labor to perform its statutory tasks.

For example, consumer cooperation is reduced to the creation of a network of stores in settlements. Consumer cooperatives can be considered a non-profit organization, since the main task is to satisfy the personal needs of its members. At the same time, shareholders bear property liability for the obligations of the cooperative and have the right to distribute the profits received.

A production cooperative, or artel, is created for the joint conduct of economic activities through personal participation on the basis of shared ownership. It is allowed to attract hired labor to perform economic tasks.

Thus, farmers can set up a business or industrial cooperative (artel) for the primary processing of agricultural products (butter factory) or for transportation (export of milk to the city) and implementation products of the cooperative in the city (shop). In this case, the cooperative is engaged in meeting the production needs of its shareholders. The cooperative, guided by economic considerations, can also provide such types of services to other entrepreneurs. The cooperative may be entrusted supply all the same farms fertilizers, machinery and spare parts, as well as performance of work on plant protection.

Economic companies. The synthesis of group private property and the large-scale use of hired labor leads to the formation of private enterprises such as economic societies.

A business company acts as an enterprise “pooled up”, there is a legal entity that has a charter (memorandum of association), its own name indicating the organizational and legal form. At the same time, the founders of the economic society retain their independence.

Among business companies stand out:

    limited liability companies;

    additional liability companies;

    joint-stock companies open type(corporation);

    closed joint-stock companies (corporation). Limited Liability Company -(LLC or

Ltd; GmbH) operates as a private company with share capital

feed, which is responsible for the results of its activities within authorized capital. In addition, each co-owner is also liable only within the limits of the contributed share.

It functions as a legal entity on the basis of a memorandum of association or charter, reflecting the main provisions of the organization and management of the company. LLC is considered as an association of capital of a limited number of participants (citizens or legal entities), created for the implementation of joint economic activities.

In accordance with the legislation in the Republic of Belarus, 2 or more persons can act as founders of an LLC. The minimum size of the authorized fund of an LLC is 3,000 minimum wages (base units).

The supreme body of the LLC is the meeting of the founders. The General Meeting has the exclusive competence to change the charter, the size of the authorized fund and approve the financial statements. The composition of the founders may change. Unanimity (or a qualified majority) is required when determining, for example, the main directions of the company's activities, amending the charter, etc.

In a limited liability company, management is usually two-level: (1) general meeting - (2) director (executor). A member of a company has the right to assign his share to one or more members of this LLC without the consent of other members. If it is impossible to alienate a third party, the company is obliged to pay the retiring participant the due share or to issue property in kind. The transfer of the share of the founder to his heirs is allowed only with the consent of the other participants in the LLC.

Shares in the charter fund of an LLC are not securities. LLCs are usually small in size.

Additional Liability Company (ALC) - an organizational form of entrepreneurship based on the pooling of capitals of a limited number of participants who assume additional property liability determined by them for the obligations of the company.

IN additional liability company participants bear subsidiary liability according to his obligation

with their property, in the same multiple size for all to the value of their contributions, determined by the constituent documents. ALC remains the main debtor for obligations. But if it turns out that its assets are not enough for settlements with creditors, then the founders must additionally assume the balance of the debt in amounts that are multiples of the authorized contribution.

All other characteristics given in relation to LLCs are applicable to ALCs.

Joint Stock Company (JSC)- there is an enterprise (corporation) created by its founders and being in group private ownership.

A joint-stock company may also have state capital, and legal entities and individuals may act as founders. Joint-stock companies use hired labor without limitation.

In some countries, the possibility of creating a joint-stock company by one person, acting in this case as the holder of the entire block of shares (pure S-corporation), is not ruled out. Acquiring the rights of a legal entity, JSC becomes the sole owner of the property. It turns out that shareholders are not owners of property, acting only as owners of shares. In this sense, JSC is not a form of shared ownership.

Historically, the vast majority of joint-stock companies were literally created from scratch It was never forbidden for the founders to make contributions, including h out of cash, i.e. at the expense of useful property (buildings, ships, technological raw materials, and in modern conditions in the form of know-how having a market value, etc.).

But the creation of a joint-stock company has always been accompanied by new strotestimony and construction of new production. In modern conditions, corporatization has already become widespread. existing private and public enterprises.

A joint-stock company (corporation) is, in fact, an immortal economic cell of national production. So, the founders themselves can change continuously, and the JSC will continue to retain all its original details without any problems.

The arising liabilities and debts of the corporation are its own debts. The corporation disposes of its charter and equity capital, concludes contracts on its own behalf.

Let us pay attention to the fact that in a joint-stock company management functions are separated from property. This determines the possibility of conflict of interests of shareholders, managers (managers) and employees.

supreme body management of the joint-stock company is the general openthat meeting shareholders. This is followed by an elected supervisory board headed by the president of the AO, who is responsible to control activities of a joint stock company. For these purposes, if necessary, the Supervisory Board has the right to order an independent audit. The executive body of the JSC is the board (management) headed by the chairman.

The right to participate in the management of a joint-stock company and to receive income in the form of a dividend gives stock- security paper. It should also highlight the right to sell shares and the right to receive information reflecting the state of affairs in the joint-stock company.

Issue and placement of shares are always strictly regulated. The shares do not have a fixed maturity date. In addition to paper media, a share may also be presented as a conditional entry in the relevant register (electronic entry).

A share has a nominal and market value. Denominationnaya the value is indicated on the security itself and is used in accounting. Market the value of a security (share) is defined as a commercial monetary value of the nominal value and acts as market rate stock.

Shares include common and preferred shares.

Ordinary shares give the right to management and to receive income (dividend) depending on the results of the joint-stock company.

Preference shares guarantee a fixed percentage of the invested capital. But they are - headless -

other, since there is no opportunity to participate in the general meeting in voting when making relevant decisions.

controlling stake the number of ordinary shares is called, which gives the participant of the company the opportunity to make all strategic decisions and in this way control the activities of management bodies.

Theoretically, the controlling stake is equal to 50% of their total issue volume plus one ordinary share. In practice, for this it is enough to have 12-15%, and often 2-5% of the shares of the total volume. The fact is that small holders rarely appear at the general meeting of shareholders.

The factor capable of forming a controlling stake is the trust companies and trust departments of reputable banks, which, on behalf of small holders valuable papers exercise control over the profitability of the shares.

In accordance with the legislation in force in the Republic of Belarus, the minimum authorized capital of a joint-stock company is 10,000 minimum wages. The number of founders must be at least 50. For certain types of joint-stock companies (banking, insurance, etc.), higher minimum sizes of the authorized capital are established, and in hard currency. The participation of foreign capital in a joint-stock company is regulated in a special way.

A corporation is most often a synonym for a joint-stock company.

private corporation acts as a small firm (joint stock company), where the majority of the shares are owned by one person, family or closed group of persons (the so-called S-corporation).

Open and closed type of corporation (JSC). It is customary to distinguish between open and closed joint-stock companies.

Joint stock companies open type accumulate the capital of the founders on the basis of free distribution of shares (securities) in the securities market (stock market). JSC has the right to conduct an open subscription for issued own shares and their free sale on the terms established by law and other legal acts.

Participants in an open company have the right to sell their securities (certificates of participation in joint capital) without the consent of other shareholders.

If necessary, a decision can be made on an additional free issue of shares of the enterprise,

which allows you to increase the authorized capital (capital). In the preparation and implementation of such large financial transactions, open joint-stock companies need support from large banks, as well as the presence of an institutionalized and attractive national securities market for investors.

Modern economic theory distinguishes two main models for the functioning of an open joint-stock company:

but) continental Model, when the founders seek to concentrate at least 70-80% of the authorized capital of the company. The rest of the securities enter the free market from time to time. In this way, additional money capital is attracted, the market price of shares is determined. Part of the shares is used to secure partnerships with other companies (mutual exchange of shares, etc.),

b) Anglo Saxon Model, where the distribution of only 20-30% of the total block of shares is strictly controlled, and the rest circulates freely on the stock market, is the object of financial transactions.

JSC closed type differs in that its shares during the initial issue are distributed only among a predetermined circle of persons (founders). There is no market price for the shares. When a founder leaves a closed-type joint-stock company, the released shares are redeemed by the remaining members, and in the absence of those willing among the founders, temporarily at the expense of the joint-stock company's own capital (reserve funds, retained earnings, etc.). The share of the founder in a joint-stock company of a closed company is most often made out as an entry on a special account.

It is time to highlight the very important Benefits joint-stock company:

    the ability to quickly mobilize a significant amount of money capital, which is important in the implementation of large investment projects;

    minimization of the financial risk for the investor by the value of his contribution to the charter fund of the joint stock company;

    security financial stability joint stock company by reducing the dividend rate;

    exchange rate (constituent) profit replenishes the reserve fund of the joint-stock company;

    the opportunity to involve professional managers in the management of production on a contract basis, to stimulate their work in accordance with the results achieved;

    significant democratization (socialization) of property relations, diffusion of property and the development of "people's capitalism".

Democratization economic relations, wide opportunities for the flow of capital between sectors of the real sector of the economy, the ability to attract additional investment at the right time and other features make it possible to consider joint-stock enterprises as the most promising type of private property. Not by chance joint-stock companies are today the mainforms of organization of large entrepreneurial firms.

Of course, the joint-stock company also has significant limitations. Such innate ailments include the growing role of technocracy in the management of equity capital, the insignificant influence of small shareholders on the decision-making process and control itself, and the possibility of financial speculation. Therefore, in order to eliminate negative trends and stabilize the joint-stock company, it is necessary to develop and implement special measures.

Other forms of enterprises (organizations) of the private sectorra. Following the main types, intermediate forms of private entrepreneurship should not be discounted. The specific names of such forms of management directly depend on the specific conditions of management, as well as on the legislative framework used.

holding company called a special organization that controls the activities of its member firms through the ownership of controlling stakes. All strategic decisions are made by the management of the holding - the holder of securities. Firms united in one holding company formally retain all the attributes of economic independence. However, the financial aspects of their activities

ness is constantly monitored. Profit is the main criterion for the efficiency of management.

A holding company can be created for various purposes: coordination of joint activities; the overflow of capital into profitable types of production; centralization of management within an industry or territory; redistribution of profits and support for unprofitable enterprises; development of state entrepreneurship.

People's (collective) enterprises as a group owner use only their own labor force.

The analysis shows that people's or collective enterprises (the term was recently used in the name of more than a dozen fairly large Belarusian enterprises) in practice function as closed joint-stock companies. The joint capital is divided into shares and distributed only among the members of the labor collective.

A special option for the development of a private enterprise is the cultivation working property hired personnel, when the integration of labor and capital is ensured. In this case, each employee has his share in the property of the enterprise where in this moment working (programESOP).

The starting point for the development of working ownership is the consent of the private owner to cede a certain share of the property to the hired personnel of the enterprise in terms of its increment. To create working property, a special fund-trust is created. It receives profits exempted by the state from taxes. The entrepreneur is interested in the development of working property, since deductions from profits directed to this fund are used to develop production.

The individual share of the employee in the property of the enterprise is determined taking into account the length of service and the level of salary. The employee is recognized as the full owner of the share only if he has a work experience of 5-7 years. When an employee is dismissed, his share is redeemed at the expense of the same trust fund, remains at the disposal of the entire company for some time and then is again distributed among the personal accounts of employees. Salaries, bonuses and dividends from capital (working property) are the main forms of income for hired personnel.

It is in this version of the development of a private enterprise that small and medium-sized firms, which constantly need additional financial resources, are especially interested.

This model of functioning of a private enterprise has much in common with a national enterprise. It has a positive effect on the formation of the social microclimate and directly supports the development of non-monopolized business in the national economy.

Joint-Stock Company is an economic association (commercial structure), which is registered and operates according to certain rules, and its authorized capital is distributed over a certain number of shares. The main task is the formation of capital for conducting certain business activities.

Joint-Stock Company(JSC), or rather, its activities are regulated by the Civil Code of the Russian Federation, the Arbitration Code of Russia, the Law of the Russian Federation "On Joint Stock Companies" and other acts and laws.

The history of the emergence of a joint-stock company as a structure

It is believed that the origin of joint-stock companies, as a form, began in the 15th century, from the moment the Genoa Bank of St. George was formed. It was with him that the era began. similar formations. The task of the newly created institution was to service state loans. At the same time, its founders were maons - formations of creditors who lent money to the state, and the latter paid them off with the right to receive part of the profits from the treasury.
Many principles of operation of the Bank of Genoa coincided with the current features of the JSC:

- capital of a financial institution divided into several main parts, which were distinguished by free circulation and alienability;
- bank management- a meeting of participants who met annually to make important decisions. Each proposal was then put to a vote. main feature that the officials of the financial institution were not entitled to participate in the meeting. Role executive body carried out the council of protectors, which consisted of 32 members;
- bank members received interest payments on their shares. At the same time, the amount of dividends directly depended on the level of profitability of the bank.

Since the beginning of the 16th century, new markets have been actively opening up in Europe, the growth of trade volumes is accelerating, and industry is developing. The old forms of communities (guilds, maritime partnerships) could no longer protect the rights of the participants in the transaction and new economic needs. Thus, colonial companies appeared in Holland, England and France. In fact, the colonial states began to attract funds from outside for the further development of the land.

1602- Formation of the East India Company. Its essence is the unification of already existing organizations in Holland. Each company had its own shares, so the number of representatives in the governing bodies also varied. Over time, the shares of each of the participants were called "shares" - documents confirming the right to own part of the share. But massive stock speculation has forced the government to enact some tough restrictions on the misuse of company capital.

Almost simultaneously with the structure described above, the English version of the East India Company arose. Its feature is the annual meeting of participants to decide key issues by voting. Only those participants who owned capital more than the percentage specified by the charter had a vote. The leadership was entrusted to the council, which consisted of 15 members elected by the meeting.

In the 18th century after several unsuccessful attempts to create his own bank, John Law succeeded. Subsequently, it was he who became one of the active participants in the creation of the West India Company. A few years later, other French organizations joined it. In fact, a powerful monopoly was formed on the market, which ensured a stable inflow of revenues to the treasury and economic growth. But this couldn't go on forever. Low dividends became the impetus for the mass sale of shares of the newly formed structure. The price of securities fell, and then completely collapsed. This caused serious damage to the country's economy.

In 1843 The first JSC law appeared in Germany. From the beginning of the 1860s, the number of such societies amounted to several dozen. Subsequently (in 1870, 1884) new laws were developed regarding the joint-stock company.

In 1856-1857 in England, the first legislative acts appeared that obligated newly registered communities to go through the registration procedure, have their own charter, indicate the goals of their activities, and so on. At the same time, established companies were allowed to issue only registered shares.

In 1862 all the acts and norms of England relating to joint-stock companies were collected in one law. In the future, it has not changed, but only supplemented with new items.
The rest of the countries (including the United States) used the experience already gained when creating joint-stock companies.

The essence of the joint-stock company

A joint stock company is a legal entity, an organization of several market participants. The feature of the structure is as follows:


- JSC participants have limited liability, which does not exceed the amount of their "infusions" into the company's authorized capital;

A joint stock company bears full responsibility to its shareholders in terms of fulfilling obligations (including the timely payment of dividends);

The entire amount of the authorized capital is equally divided by the number of issued shares of the JSC. At the same time, the participants of the joint-stock company, and not its founders, act as holders;

The formation of the authorized capital occurs at the expense of the participants' investments. At the same time, the contributions made go to the full disposal of the newly created structure;

JSC works without time limits, unless the opposite conditions are spelled out in the charter of the newly created structure;

The joint-stock company has the right to carry out any activities that are not prohibited at the legislative level. At the same time, in some areas, a joint-stock company can operate only on the basis of a license;

The newly created organization is obliged to publish an annual report, accounts of losses and income, balance sheet and other data that are provided for by law (all these issues are discussed in Article 92 of the Federal Law “On Joint Stock Companies”);

JSC gets the right to organize representative offices, branches, subsidiaries and so on. At the same time, you can open your branches even outside the state.

Types of Joint Stock Companies


Today, there are two main types of such organizations:

1. Open Joint Stock Companies (JSC)- these are formations in which shareholders have the right to alienate (sell) shares without agreement with other shareholders. At the same time, the JSC itself can distribute the issued shares freely, without any restrictions. Total amount shareholders and founders of JSC is not limited. If the founder of the company is the state (municipal formation, subject Russian Federation), then such a company can only be open - OJSC. The only exceptions are small structures that are formed on the basis of privatized companies.

To distinctive features JSC can be classified as:

The number of participants is unlimited;
- the amount of the authorized capital - from 1000 minimum salaries and above;
- shares are distributed by open subscription;
- securities can be freely sold and bought (without prior approvals);
- Education undertakes to issue and publish every year a report, accounts of losses, profitability, balance sheet.

2. Closed Joint Stock Companies (CJSC)- these are formations where issued shares can be distributed only within the formation (among the founders or a strictly defined circle of people). At the same time, an open subscription for CJSC is prohibited. In closed joint stock companies, shareholders have the right to be the first to buy securities.

The distinctive features of the JSC include:

The number of participants should not exceed fifty people;
- the value of the authorized capital should not be more than 100 minimum salaries determined at the legislative level;
- issued shares are distributed only among the founders (placement options are also possible among other persons, but only after agreement);
- current shareholders have the right to be the first to buy CJSC shares;
- a closed society may not publish any reports at the end of each year.

Differences of a joint-stock company

Modern joint-stock companies differ significantly from the following formations:

1. From business partnerships. JSC is an association of the capitals of several participants, and HT is an association of the capitals of participants and a group of persons who implement joint projects within the same association. In addition, in HT, participants assume full responsibility for education obligations. AO does not provide for such liability.


2. From limited liability companies (LLC). Common features LLC and JSC - the total capital of the participants, which is formed due to their investments in a common cause. But the joint-stock company has several characteristic features:
- the minimum value of the authorized capital for a joint-stock company is established at the legislative level (as well as the number of participants). For an LLC, this value is the "ceiling";


- all JSC participants receive shares in their hands, which can be disposed of at their own discretion (sell or buy on the stock market). In a simple community, the authorized capital is divided into simple contributions;
- the procedure for inclusion and exclusion from an LLC (JSC) is different;
- each shareholder of a joint-stock company has equal rights and responsibilities regarding the operation of the structure. In a simple society, each participant can have his own obligations.
- The management structure of a joint-stock company is much more complicated than that of an LLC.

3. From production cooperatives. Here it is worth highlighting the following features:


- participants of the cooperative are liable for the obligations of the cooperative (that is, joint responsibility). In AO, each participant is responsible within the limits of his contribution;
- members of the cooperative may be expelled for non-fulfillment of obligations or violation of norms. No one in JSC has the right to deprive a participant of shares under any circumstances;
- a cooperative involves the formation of a community of people and their investments, and a joint-stock company is simply an association of investments.

Creation of a joint stock company

To organize your joint-stock company, you need to go through several stages:

1. Economically justify the future structure. That is, first you need to form the idea of ​​the future formation. All members of society must clearly understand the tasks assigned to them, development prospects, potential profitability, and so on. Special attention should focus on the following questions:

Is the AO the best form for the chosen line of business. Here it should be taken into account that joint-stock companies are better suited for large businesses;
- is it possible to obtain the necessary funds in other ways (for example, to get a loan from a bank). Here it is necessary to take into account financial feasibility, potential benefits;
- determine the required amount of capital.

2. Organization of JSC. At this stage, the following work is carried out:

A founders' agreement is concluded, which specifies the main activities and characteristics of the business. At the same time, the responsibility of each of the participants directly depends on the amount of investments made. The founders cannot oblige the joint-stock company with any transactions with third parties, they are forbidden to act on behalf of the company;

A meeting of founders is held, where the charter of the joint-stock company is adopted by voting, the appraisal of property is approved, issues of issuing shares are discussed. The governing bodies are also formed by the AO and are elected at the meeting. The applicant passes if more than ¾ of all participants voted “for”;

The authorized capital is formed - the minimum amount of funds of the JSC, which, in which case, will guarantee the protection of the interests of creditors. For a joint-stock company, the size of the authorized capital must be at least 1000 minimum salaries established by laws at the time of registration of the joint-stock company. From the moment of registration, more than half of the shares must be purchased. The rest is during the year.


3. Registration of an institution at the level of state structures.

Any joint-stock company can be liquidated, that is, it ceases to exist as a legal entity. There are several elimination options:


1. Voluntary liquidation. In this case, the relevant decision is made at the meeting of shareholders. At the same time, the desire to liquidate the joint-stock company is accepted directly by the participants. The process takes place in the following order:

The meeting decides on liquidation;
- the decision is transferred to the state registration authority, which makes an appropriate note. From this moment, making any changes to the documents of the JSC is prohibited;
- a liquidation commission is appointed. If one of the participants was a state representative, then there must be a representative;
- the commission does its best to identify all creditors and receive the current debt;
- requests of JSC creditors are satisfied;
- the remaining property is distributed among the shareholders.

2. The forced liquidation of a company and the liquidation of a company are similar in nature. In our case, the joint-stock company ceases to exist after the decision of the court. In fact, the termination of the activity of the structure in a general economic format is the will of the market. Reasons for the liquidation of a joint-stock company may be as follows:

Conducting JSC activities that are not prescribed in the license or for which there is no appropriate permit;
- violation of laws in the performance of work;
- performance of activities that are prohibited by law;
- Violations during registration and their detection by the court. In this case, the latter must recognize the invalidity of all registration documents;
- bankruptcy of JSC, which is also recognized in court.

Advantages and disadvantages of a joint stock company

From positive traits AO can be distinguished:

The fact of capital pooling is not limited by any limits. A JSC can have any number of investors (even small ones). This feature allows you to quickly raise funds for the implementation of plans;

When buying a certain number of shares, the future shareholder himself decides on the level of risk that he assumes. At the same time, his risk will be limited solely by the amount of investment. In case of bankruptcy of a joint-stock company, the holder of securities can lose only that part of the funds that he has invested no more than;

Sustainability. As a rule, joint-stock companies are stable formations. If one of the shareholders leaves the JSC, the organization continues its activities;

Professional management. Capital management is a function of professional managers, and not of each shareholder individually. Thus, you can be sure of a competent investment of capital;

The possibility of a refund. Shares can be sold in whole or in part at any time;

different types of profits. Income can be obtained in different ways - from receiving dividends, selling shares, lending securities, and so on;

Kudos. Today, joint-stock companies are respected structures, and their members have a high social and economic significance;

Availability of capital. JSCs always have the opportunity to raise additional funds by obtaining loans at favorable interest rates or by issuing shares.

Cons of a joint stock company:

JSC is an open structure, which obliges to publish annual reports, disclose its profits, and so on. All this - Additional Information for competitors;

The likelihood of reduced control over the flow of shares. Often, the free sale of securities can lead to drastic changes in the composition of participants. As a consequence, control over the AO may be lost;

Conflict of interest. When managing a society, there may be different views on further development structures of managers and shareholders. The task of the first is to correctly redistribute income to preserve society, and the task of shareholders is to get the greatest profit.

Joint-Stock Company - a way of organizing large-scale entrepreneurial activities associated with large investments.

IN joint stock company the authorized capital is divided into a certain number of shares. Shareholders i.e. Shareholders have limited liability up to the amount of the acquired shares.

Shareholder is liable for the obligations of the enterprise only in the amount of capital invested in shares. If the company goes bankrupt, the owner of the shares loses only the amount of capital for which he purchased the securities.

Shareholder form ownership is most convenient for shareholders. This explains the fact that at present joint-stock property is dominant in the economies of developed countries. It is difficult, and sometimes impossible, to conduct a large business on the basis of only the personal capital of an entrepreneur.

Shareholding property- this a natural result of the process of development and transformation of private property, when at a certain stage of development the scale of production, the level of technology, the system of financial organization create the prerequisites for a fundamentally new form of organization of production based on the voluntary participation of shareholders. The joint-stock form allows you to attract the capital of many people to one enterprise, and even those who themselves cannot, for various reasons, engage in entrepreneurial activities. In addition, the limitation of liability by the amount of contributed capital, together with its high diversification, makes it possible to invest in very promising, but also high-risk projects, significantly accelerating the introduction of scientific and technological progress. There are many others positive aspects joint-stock form of ownership, making it truly universal and applicable wherever there is a need and opportunity to limit the scope of liability of investors.

The last circumstance especially important in conditions of an unstable economy, disruption of economic ties, uncertainty in tomorrow when an unforeseen stoppage of production can lead to huge losses, debts, which may not even be enough to pay off all the available property. Leasing businesses are at a similar risk, individual entrepreneurs, general partnerships. Joint-stock companies allow more efficient use of material and human resources, optimally combine the personal and public interests of all participants in social production.


Joint-stock companies, which are the main form of organization of modern large enterprises around the world, are the most advanced legal mechanism for organizing the economy based on the pooling of property of individuals, corporations of various types and other bodies.

The main features of this type of society are:

Division of the share capital into equal, freely tradable shares;

Limitation of liability of participants for the obligations of the company only by contributions to the capital of the company;

The statutory basis of the association, which makes it easy to change the number of participants and the size of the share capital;

The separation of general management from the management of the enterprise itself, which is concentrated in the hands of a special body - the board (directorate) of the company.

Thus, a joint-stock company, uniting on a single legal basis of all participants, provides the best form of implementation of collective ownership, creating interest in the final results of the work. Issuing and distributing shares real opportunity control of economic activity and its management by the shareholders. On the other hand, issuance of shares is a strong and informal way to raise funds for the expansion and diversification of production.

Joint-Stock Company - one of the organizational and financial and economic forms of economic formations and economic activities. What are the features (advantages) of joint-stock companies?

The first feature of joint-stock companies is that they use an effective method of mobilizing financial resources, issuing shares in order to start a business (buy land, build an enterprise on it, purchase equipment, raw materials). What sources can be used to start a business? First, at the expense of personal funds of citizens uniting to create an enterprise. Secondly, through a bank loan, which must be secured in cash or property of the borrower. Third, by issuing shares. The shares of this company can be owned by a large number of investors, i.e. you can quickly raise a significant amount of money. Unlike bonds, the money received from the sale of shares is given to the joint-stock company for a long period - until the liquidation of the company. This is the preferred, and sometimes the only possible source for starting a business.

The second feature of joint-stock companies- dispersion of risk. A shareholder in the event of bankruptcy of the company runs the risk of losing the money that he spent on the acquisition of shares.

The third feature of a joint-stock company- participation of shareholders in their management. Amendment of the charter and the size of the authorized capital, election governing bodies, approval of annual performance results, reorganization and liquidation of the company - exclusive compensation of the meeting of shareholders. At the same time, the votes of shareholders are "weighed" by the number of shares.

The fourth feature of a joint-stock company- the right of shareholders to receive annual income - dividend. At the same time, a shareholder often does not work at the enterprise whose shares he bought, and is not required to attend general meetings of shareholders.

The fifth feature of joint-stock companies- additional incentives for staff. An enterprise can grant its managers and employees a pre-emptive right to acquire shares, sell them shares in installments, at a discount, etc. All this attracts citizens and other investors to participate in a joint-stock company.

Open Joint Stock Company (OJSC) - this a company in which the number of participants is not fixed, which makes an open sale of shares among an unlimited number of investors. Its participants may alienate their shares without the consent of other shareholders. OJSC conducts a free sale on the terms established by law and other legal acts. Shares can be transferred from one person to another without the consent of other shareholders, as well as freely sold on the financial market. Formally, every person who buys shares in an OJSC becomes its co-owner. In reality, small shareholders have no real influence on management decisions accepted by the joint stock company. Such influence can only be exerted by large owners of shares, who at general meetings of a joint-stock company have a large number of votes - proportional to the amount of shares they hold.

Management decisions are directly influenced by those who have a controlling stake. Formally, the controlling stake, which gives its owners the right to manage a joint-stock company, should be more than 50% of all issued shares, but in practice, the ability to manage a joint-stock company gives possession of 15-30% of all shares.

It should be noted that in Russia in the transition period to market economy the paper market has not yet received its development. Therefore, the shareholders of the OJSC do not have the opportunity to realize the main advantages of the shares - the receipt of income due to the growth of the share price on the stock exchange. They are forced to be content with small dividends (and even if there is a profit at the enterprise).

Closed Joint Stock Company ( Company) - involves the sale of shares only to the founders. It does not have the right to conduct an open subscription for issued shares.

Shares may be transferred from one person to another only with the consent of the majority of the shareholders.

CJSC has a fixed composition of participants, is not entitled to publish data on the annual report and balance sheet.

The authorized capital (MC) determines the minimum size of the property of an OJSC that guarantees the interest of its creditors, the law requires that the minimum capital of an OJSC be at least a thousand times the amount minimum size wages, and CJSC - at least one hundred times the amount of the minimum wage established federal law on the date state registration society.

The authorized capital can be increased both by increasing the nominal value of the outstanding shares, and by placing additional shares. The authorized capital can be reduced by reducing the par value of the shares and by acquiring a part of the outstanding shares.

Joint-stock companies dominate in the sphere of big business.

Production cooperatives - joint implementation of production and other economic activities; personal labor participation of members; share contributions.

State and municipal enterprises - are based on state property and property of the city, district, their administrative-territorial formations.

They are converted to unitary enterprises . This is a state or municipal enterprise that is not endowed with the right of ownership of property assigned to the owner (property is indivisible and cannot be distributed among deposits). It is based on the right of full economic management or on the right operational management.

The state (municipal) body decides on the creation, reorganization, liquidation of the enterprise, the objectives of the activity, approves the charter, part of the profit, but is not responsible for the obligations of the enterprise.

unitary enterprise owns, uses and disposes of property, can create subsidiaries by transferring part of the property to it.

unitary enterprise on the right of operational management (federal state enterprise) is created, reorganized and liquidated by decision of the Government of the Russian Federation. It owns and uses property, but disposes of it only with the consent of the owner, who approves the charter and appoints the head.

The company is liable for its obligations with all its property. However, in case of insufficiency, the Russian Federation bears subsidiary responsibility.

In market conditions the main means of regulating civil law relations in the business environment - an agreement (contractual obligations) - is an agreement between two or more persons.

It is formed from the contributions (contributions) of its participants; these contributions come to the full disposal (property) of the joint-stock company;

  • the property liability of the company's participants is limited by the size of their contributions; the joint-stock company is independently responsible for all its obligations;
  • the authorized capital is divided into a certain number of shares, which are issued in exchange for a contribution and which are owned by its participants, and not by the joint-stock company itself.

    • The last sign is a distinctive feature of a joint-stock company as a legal entity, or as a specific form of existence of a commercial organization.

    Issue of shares as a specific feature of a joint-stock company

    A joint-stock company functions as a legal entity that issues shares, and the funds received from this fully and completely form its authorized capital.

    Unlike other legal entities, a joint-stock company cannot take place (be registered) without issuing the required number of shares, because one can become a member only by exchanging a contribution for a share.

    However, all funds received from the issue of shares, in without fail are accounted for primarily as declared share capital. No funds other than proceeds from the sale of shares may be directed to it.

    At the same time (depending on the procedure for the formation of the authorized capital), there may also be an excess of proceeds from the sale of shares over the declared authorized capital and their shortfall. In the latter case, it is necessary to reduce the size of the declared authorized capital, the lower limit of which is the minimum established by law.

    A legal entity becomes a joint-stock company only because it issues shares. Only one type of commercial organization has the right to issue shares by law, any other organizations cannot issue shares without taking the legal form of a joint-stock company with all the ensuing consequences for them.

    Joint stock company as an organization and as a set of shares

    Any organization is an association of some participants, members that exist on their own, regardless of this association. The organization and its members are a single whole in which both the organization and its members exist separately from each other.

    As an organization, a joint-stock company is a legal entity in one of the forms of a commercial organization. It is the unity of the organization and its members. But this is a unique form of unity, since it simultaneously exists not only as the unity of the organization and its participants, but also as the unity of the organization and the totality of shares issued by it, external to it, since the latter are the property of shareholders, not a joint-stock company. A share issued by a joint-stock company is a personification of a member of the latter. A member of a joint-stock company is not just an ordinary member of some organization, but a shareholder, i.e. the owner of a share. Only as a shareholder can a market participant become a member of a joint-stock company and nothing else.

    Joint-Stock Company is an organization of market participants, membership in which is determined by the presence of shares issued by this organization.

    A joint-stock company exists on the market in a double form:
    • as an independent commercial organization, as a separate market participant;
    • as a set of shares issued by him, owned by its shareholders.

    A joint-stock company exists in two different, but inseparable forms: organization and shares. A joint-stock company is both at the same time. Speaking of a joint-stock company as an organization, one must always remember that it also exists as a set of shares. Speaking of shares, it should be remembered that they were issued by a certain joint-stock company.

    Externally, a joint-stock company is just a kind of legal commercial entities united in the group "business companies" in Russian law. It has its own distinctive features, advantages and disadvantages in comparison with other commercial organizations, like any other legally permitted form of capital pooling.

    The main differences between a joint-stock company and business partnerships:
    • economic partnerships unite not only capital, but also represent an association of persons who carry out joint activities in this partnership;
    • a joint-stock company is an association of capitals;
    • in partnerships, general partners are jointly and severally and subsidiarily liable for the obligations of the partnership, which is not the case in joint-stock companies.

    The main differences between a joint-stock company and a limited liability company(hereinafter - a simple society). A joint stock company, like a limited liability company (in its most mass form), has an authorized capital formed from the contributions of its participants, who bear property liability only in the amount of the contribution itself. The main differences between a joint-stock company and simple society the following:

    • in exchange for the contribution made, its participant receives a security called a share, which can then be freely resold on a special market, different from the ordinary commodity market, the stock market. The authorized capital of a simple company is divided into contributions of its participants, and in a joint-stock company - into shares;
    • the law establishes the minimum size of the authorized capital of a joint-stock company and the number of shareholders, which are at the same time the upper limits for a simple company;
    • the procedure and the right to exit a member of a simple company and a shareholder from the company are different;
    • the rights of shareholders holding shares of the same type are the same, additional rights and obligations may be established for individual participants in a simple company;
    • in a joint-stock company a more complex and more regulated by the state management structure by law than in a simple company.
    The main differences between a joint-stock company and production cooperatives:
    • a joint-stock company is an association of capitals, and a cooperative is an association of capitals and persons obliged to work in it;
    • members of a production cooperative bear subsidiary liability for the obligations of the cooperative, and shareholders - only limited in the amount of their contribution (the price of the shares they acquired);
    • a member of a production cooperative may be expelled from it for non-fulfillment of his duties and other violations of the charter, a joint-stock company is not entitled to deprive a shareholder of his shares under any circumstances.

    Advantages of a joint stock company

    A joint-stock company has a number of advantages over other organizational and legal forms of commercial activity:
    • unboundedness of process of association of capitals. The joint stock form allows you to combine an almost unlimited number of investors and their capital, including small ones. This makes it possible to quickly raise significant funds, expand production and have all the advantages of large-scale production. The law does not establish upper limits on the authorized capital and the number of shareholders of a joint-stock company;
    • choice by the shareholder of the amount of own risk. By acquiring a particular number of shares, a shareholder also chooses the amount of risk of loss of capital invested in the company that is acceptable to him. Limited risk is manifested in the fact that shareholders are not liable for the company's obligations to its creditors. The property of a joint-stock company is completely separated from the property of individual shareholders. In the event of bankruptcy of a joint-stock company, shareholders lose only the capital that they have invested in its shares. This kind of risk is also inherent in some other commercial organizations, but only in a joint-stock company does its member have complete freedom in choosing the level of this type of risk and the opportunity at any time to limit the existing risk or completely get rid of it;
    • the stability of the pooling of capital over time. A joint stock company is the most stable form of capital pooling. The withdrawal from the company of any of the shareholders or in any number does not entail the termination of the company's activities;
    • management professionalism, due to the separation of ownership of capital from its management. In a joint-stock company, not every shareholder manages his capital, but a team of professional managers manages the combined capital as a whole;
    • opportunity to freely return the invested capital. The shareholder has the right to sell his shares at any time and return all or part of his contribution;
    • the presence of numerous forms of income from share ownership, for example, the opportunity to receive income from a share, income from the resale of a share, income from giving a share on loan, etc.;
    • comparative cheapness of borrowed capital. A joint-stock company, due to its scale and openness to market participants, has much greater opportunities for raising capital through the issuance of debt securities or bank loans at the most favorable interest rates;
    • the public prestige of the status of a joint-stock company is due to the economic role and social significance that a joint-stock company has in modern society.

    The main disadvantages of a joint-stock company

    The disadvantages of the joint-stock form of management include many of its advantages, but considered from the point of view of the joint-stock company itself:
    • the openness of a joint-stock company means the loss of its closeness, privacy. The obligation to publish annual reports, profit and loss statements, report on all significant events, etc., makes the joint-stock company more vulnerable to its competitors;
    • management professionalism turns into the possibility of a conflict of interest between the company's managers and its shareholders; the goal of shareholders is to maximize dividends and increase the capitalization of the company, and one of the possible goals of management is to redistribute the results of the company's activities in their favor;
    • possible loss of control over the company, since the free sale of shares of a joint-stock company may lead to such changes in the composition of shareholders that will lead to a change in control over the joint-stock company, etc.

    Joint stock company as the largest form of commercial organization. The previously given classification of commercial organizations essentially reflects their division according to the total amount of the combined capital in inseparable unity with the number of participants in the partnership. Legal practice in limited liability companies (and full liability partnerships of the same order, production cooperatives), closed joint-stock companies, open joint-stock companies quite clearly traces the stages of transition of these quantitative characteristics into qualitative ones. The largest, without any upper limit, the association of individual capitals and their owners is allowed only in open joint-stock companies. In any other commercial organizations, explicitly or implicitly, there are appropriate restrictions on the number of participants and on the size of the authorized capital.

    A joint stock company is a legal form of a potentially unlimited association of individual (private) capital.

    The relationship between the concepts of a joint-stock company and a share. The definition of a joint-stock company, which is given in the Civil Code of the Russian Federation, is closely related to the concept of a share, which is not given anywhere in this code, and it is difficult to figure out from educational literature and regulatory documents whether the concept of a share is based on the concept of a joint-stock company or vice versa.

    The concept of a joint-stock company and the concept of a share are inextricably linked, but this should not lead to a tautology of their definitions. Only one of these definitions is primary, and the other, respectively, is secondary. A business company takes the form of a joint-stock company solely because it issues shares in exchange for contributions from its members.

    A joint-stock company is an organization (association) of market participants, the certificate of membership in which is the possession of a security called a share. Consequently, the type of organization (economic company) is a secondary concept, and the action is the primary concept, since it is the action that determines the specific form of the economic company.

    Commercial organizations and issuance of shares. According to the law, no commercial organizations, except for joint-stock companies, have the right to issue shares. However, they have the right, subject to certain conditions, to issue any debt securities.

    The issue of other types of securities other than shares, which are representatives of shares (contributions) in the authorized capital of commercial organizations in Russia, is not allowed, since this is not allowed under the current legislation.

    Theoretically, such securities may exist, differing from shares, for example, by the method of issue, the conditions of circulation on the market, and some other characteristics that are of interest to market participants. However, such potential types of securities similar to shares, by their nature, must always represent either parts of:

    • the authorized capital of a commercial organization;
    • capital, similar to the authorized capital.

    Only in these two cases will it be securities similar to shares, and not new types of debt securities.

    Establishment of a joint stock company

    Creation of a joint-stock company as a market participant- these are relations between market participants aimed at registering a joint-stock company as a new legal entity.

    Ways to create joint-stock companies. Joint stock companies may be created by founding or by reorganization.

    Establishment of a joint stock company- this is its creation as a legal entity, not accompanied by a change in the legal status of market participants creating it.

    The founders of the joint-stock company- these are market participants whose legal status does not change when a joint-stock company is created.

    Reorganization (transformation) of a market participant (participants)- this is the creation of a joint-stock company as a legal entity, accompanied by a simultaneous change in the legal status of all or part of the market participants creating it.

    Any market participants can establish a joint-stock company, including already existing joint-stock companies. The establishment process is in no way connected with a change in the legal status of the market participant participating in it, which is therefore called the founder. The founder participates in the creation of a new joint-stock company only with his own capital and at the same time remains the same market participant as he was before participating in the creation of this joint-stock company.

    The creation of a joint stock company through reorganization means a change in the legal status of either joint stock companies from which a new joint stock company is organized, or the transformation of a market participant existing in the form of a non-joint stock commercial organization into a joint stock company. Relations associated with the reorganization of joint-stock companies are related to the corporate control market, and therefore are discussed in the third chapter of the manual.

    Ways of establishing joint-stock companies

    The world practice of joint-stock business knows three options for establishing a joint-stock company:
    • the founders acquire all the shares of the joint-stock company being created;
    • founders acquire shares on equal terms with all other market participants;
    • the founders acquire part of the shares, and the rest of the shares are sold by open subscription.

    The procedure for establishing joint-stock companies in Russia

    In accordance with Russian legislation, the first of the listed options for establishing a joint-stock company is the only one permitted. This procedure is established by the Law “On Joint Stock Companies” and is duplicated by the Decree of the Federal Securities Commission of the Russian Federation dated September 17, 1996 No. 19 “On Approval of the Standards for the Issue of Shares when Establishing Joint Stock Companies, Additional Shares, Bonds and Their Prospectuses”.

    According to Russian legislation, all shares of a joint-stock company, upon its establishment, must be distributed among its founders in accordance with the agreement on the creation of a joint-stock company. In other words, the first purchasers of shares of a joint-stock company being established are its founders.

    From an organizational point of view, since the law does not establish upper limits on the number of founders, in practice it is quite possible that a small initiative group of persons does all the preparatory work for the creation of a joint-stock company and only last step additional persons are involved who agree on the proposed conditions to purchase blocks of shares of the company. Formally, both are its founders as persons who are the first to acquire all the shares of the joint-stock company being formed, but in essence the process of organizing a joint-stock company, the contribution of the former is naturally much greater. The given example of the organization of a joint-stock company is essentially the second option for establishing a joint-stock company, which can also be realistically implemented in practice, without contradicting the current norms.

    In pre-revolutionary Russia, the establishment of a joint-stock company by distributing shares among its founders was called the "inflated foundation." This was due to the cases of the establishment of joint-stock companies in order to enrich themselves through stock exchange speculation, when the shares of a newly created company were sold at an artificially high price. Modern systems trade in securities practically exclude the possibility for newly created joint-stock companies to enter the exchange markets. The distribution of shares among a predetermined circle of persons during the establishment of a company, according to the legislator, excludes cases of abuse by the founders.

    The founders of the joint-stock company

    The law does not define who the founders (founder) are, except for a reference to the fact that they can be any capable persons.

    Types of founders.The founders of a joint-stock company can be both citizens and legal entities that have made a decision to establish it.

    They cannot act as founders of the company government bodies and local self-government bodies, unless otherwise provided by federal laws. The ban applies to representative, executive and judicial authorities. The exception is the federal and territorial bodies of state and municipal property management. Their participation in the creation of joint-stock companies is associated with the privatization of state and municipal enterprises. These state bodies may act as founders of joint-stock companies on behalf of the Russian Federation, subjects of the Federation or municipalities.

    Number of founders.The number of founders of an open joint stock company is not limited, but in a closed joint stock company (as well as the number of shareholders) it cannot be more than 50.

    sole founder.The founder of a joint-stock company may also be one natural or legal person, with the exception of business companies consisting of one person. Such companies, in accordance with the current legislation, cannot act as the sole founders of both open and closed joint-stock companies.

    Rights and obligations of founders.The rights that arise for the founders in connection with the formation of a joint-stock company characterize the essence of the relationship that arises between the founders and the company. Forming the authorized capital of a joint-stock company, the founders exchange their financial and tangible assets owned by them for liability rights, which are certified by the shares received in return. The exclusive right of the founders to purchase shares of the first issue gives them the opportunity to form the "necessary" structure of the company's management and appoint their representatives to the management bodies. Often this allows, at least initially, to use the rights thus obtained in their own interests. The natural desire of the founders to receive a certain remuneration for their work in creating a new business should not be in conflict with the interests of other shareholders and society as a whole. The obligations of the founders end with the completion of the process of organizing a joint-stock company (its registration). In the future, only the joint-stock company bears obligations to its founders as ordinary shareholders.

    The main stages of the establishment of a joint-stock company

    The process of establishing a joint-stock company can be divided into a number of successive stages.

    The first stage is the economic justification of the joint-stock company being created. The commercial side of the foundation suggests that initially it is necessary to "invent a business." The founders must have a clear idea of ​​the future direction of the joint-stock company, its expected profitability, place in the market, advantages over other market participants, etc. In particular, one should decide on such issues as:

    • whether a joint-stock company is the most preferred form of organization this business? It must be remembered that the joint-stock form of business organization is most characteristic of large business;
    • can the necessary capital be obtained from other sources and at lower rates?
    • how much capital is needed and for what purposes?

    The economic side of things usually involves the development of what is commonly referred to as a business plan, which must be realistic and attractive to potential investors. The share capital must be valued in such a way as to guarantee a quick profit to the first shareholders. Based on the needs of capital, the circle of potential founders - shareholders is also determined, having received the consent and approval of the latter, it is possible to proceed to the second stage of creating a joint-stock company.

    The second stage is the organization of a joint-stock company.It is necessary to carry out the following organizational measures when establishing a joint-stock company:

    Conclusion of the founding agreement in which the founders assume the relevant obligations to create a joint-stock company with certain (agreed) characteristics. This agreement on the creation of a joint-stock company is not a constituent document of a joint-stock company, but is a type of a simple partnership agreement between the founders.

    If the founder is one person, then in this case he draws up the document “Decision on the establishment of a joint-stock company”, which should determine the size of the authorized capital of the company, categories (types) of shares, the amount and procedure for their payment.

    The liability of the founders of a joint-stock company is joint and several and is connected with the obligations to create a company prior to its state registration. All their obligations are of the value of private transactions concluded in their own name. Not having the right to act on behalf of the company, the founders do not have the right to oblige it with any transactions with them or with third parties. The joint-stock company is liable for the obligations of the founders associated with its creation, only in the event of subsequent approval of their actions. general meeting shareholders.

    1. Holding a meeting of founders as a legal registration of the will of the founders. At the meeting, by voting on the principle of unanimity, decisions are made on the establishment of the company, the approval of its charter, the valuation of property contributed by the founders as payment for shares. If a joint-stock company is established by one person, the decision on its establishment is made by this person alone. The meeting also forms the governing bodies of the company. The election of the management bodies of a joint-stock company is carried out by the founders by a three-quarters majority of votes.
    2. Formation of the authorized capital of a joint stock company. The authorized capital of a joint-stock company determines the minimum amount of the company's property that guarantees the interests of its creditors. The law determines the minimum amount of the charter capital of a company, which must be at least one thousand times the minimum wage for an open company and at least one hundred times the minimum wage for closed society established by federal law on the date of state registration of the company. At least 50% of the company's shares distributed during its establishment must be paid within three months from the date of state registration of the company, the rest - within a year after its implementation.

    The third stage is the state registration of the newly formed joint-stock company. Any joint stock company is considered established from the moment of its state registration. The procedure for registration will be discussed later.

    Features of the establishment of certain types of joint-stock companies

    For some groups of joint-stock companies, there is a procedure for their creation different from that established by the law "On Joint-Stock Companies". This applies to the following groups of joint-stock companies:

    • in the field of banking, investment and insurance activities;
    • created on the basis of collective farms, state farms and other agricultural enterprises reorganized in accordance with the decree of the President of the Russian Federation "On urgent measures to implement land reform in the RSFSR";
    • created in the process of privatization of state and municipal enterprises;
    • workers (people's enterprises);
    • with the participation of foreign investors.

    The procedure for creating the listed groups of joint-stock companies is regulated by special legislation. All other issues, except for those that determine the procedure for the creation and legal status of a joint-stock company, are regulated by the Law of the Russian Federation "On Joint-Stock Companies" and do not depend on its inclusion or non-inclusion in the listed groups.

    Liquidation of a joint-stock company

    The concept of liquidation of a joint-stock company. A joint stock company may cease to exist as a given legal entity either by transformation into another legal entity (entities) or by liquidation.

    The liquidation of a joint-stock company is the termination of its existence as a legal entity (or as a legally independent market participant without transfer of its rights and obligations to another legal entity, or without succession.

    Methods of liquidation of a joint-stock company. A joint-stock company may be liquidated voluntarily or forcibly.

    Voluntary liquidation of a joint-stock company is its liquidation by decision of the general meeting of shareholders (liquidation by the will of the company itself).

    Forced liquidation of a joint-stock company — it is its liquidation by a court decision; in general economic terms, compulsory liquidation is an expression of the will of the market.

    Voluntary liquidation of a joint-stock company. Voluntary liquidation of a company is adopted by the general meeting of shareholders by a three-quarters majority of votes, unless the charter provides for a higher level of decision-making on liquidation.

    The issue of the liquidation of the company and the appointment of a liquidation commission is submitted to the decision of the general meeting by the board of directors.

    Voluntary Liquidation Procedure

    The procedure for voluntary liquidation of a joint-stock company includes the following stages:

    • adoption by the general meeting of shareholders at the proposal of the board of directors of the decision to liquidate the joint-stock company;
    • message about decision within three days to the state registration authority, which makes a record that the company is in the process of liquidation. From this moment, state registration of changes made to the constituent documents of the company being liquidated, as well as state registration of legal entities, the founder of which is the specified company, or state registration of legal entities that arise as a result of its reorganization, are not allowed;
    • in agreement with the state registration authority, a liquidation commission is appointed, to which all powers to manage the liquidated joint-stock company are transferred. If one of the shareholders is the state, then its representative must be a member of the liquidation commission;
    • the liquidation commission takes measures to identify creditors and collect receivables. After the expiration of the period for presenting creditors' claims, an interim and final liquidation balance sheet of the joint-stock company is drawn up, which are approved by the general meeting of shareholders. The interim balance sheet includes all property on the balance sheet of the company, with the exception of property that is the subject of pledge, as well as property that does not belong to the company on the basis of ownership;
    • satisfaction of the requirements of creditors of the joint-stock company;
    • distribution of the remaining assets among shareholders.

    The sequence of satisfaction of the requirements of creditors of the joint-stock company. Creditors' claims are satisfied in accordance with the sequence established by law for all liquidated legal entities. There are five priority groups of creditors:

    • claims of citizens to whom the liquidated joint-stock company is liable for causing harm to life and health. It is carried out by capitalization of the corresponding time payments;
    • labor relations requirements. Calculations are made for the payment of severance pay and wages to persons working under an employment contract, including contracts, and for the payment of remuneration under copyright agreements;
    • claims of creditors for obligations secured by a pledge of property of the liquidated company;
    • requirements for mandatory payments to the budget and extra-budgetary funds;
    • other requirements.

    After completion of settlements with creditors, the liquidation commission draws up the final liquidation balance sheet of the joint-stock company.

    The order of distribution of the property of the liquidated joint-stock company among the shareholders. The property remaining according to the final liquidation balance sheet is distributed among its shareholders in the following order:

    • shareholders who have the right to demand the repurchase of shares;
    • holders of preference shares on accrued but unpaid dividends;
    • holders of ordinary shares.

    The property of each next turn is distributed after the complete distribution of the previous one. In case of insufficient funds for full payment on preferred shares, the property is distributed among them proportionally.

    Forced liquidation of a joint-stock company. The decision on compulsory liquidation is taken by the court. The grounds for a court decision on the liquidation of a joint-stock company may be:

    • carrying out activities without proper permission or license. For example, the Bank of Russia has the right to apply to an arbitration court with a claim for the liquidation of a credit institution if, within one month from the date of revocation of its license, a liquidation commission has not been created or the bankruptcy procedure has not been applied to the organization;
    • carrying out activities prohibited by law;
    • carrying out activities with other violations of the law or violation of other legal acts. If the violations cannot be considered as gross and they are remedied, and also if there is no evidence of damage to the interests of the company's participants, the court may dismiss the claim for liquidation of the joint-stock company;
    • recognition by the court of invalid registration of a legal entity in connection with the violations of the law or other legal acts committed during its creation, if these violations are of an unrecoverable nature;
    • declaring a joint-stock company bankrupt by a court. The forced liquidation of a joint-stock company in the event of bankruptcy is carried out in the manner of bankruptcy proceedings by decision of the arbitration court in accordance with the law "On Insolvency".

    Documents required for registration of liquidation of a joint-stock company. For state registration in connection with the voluntary liquidation of a joint-stock company, the following documents are submitted to the registering authority:

    • an application signed by the applicant for state registration of liquidation in the prescribed form;
    • liquidation balance;
    • In the event of forced liquidation of a joint-stock company, when applying the bankruptcy procedure, the following shall be submitted to the registering authority:
    • determination of the arbitration court on the completion of bankruptcy proceedings;
    • document confirming the payment of the state fee.

    Registration of liquidation of a joint-stock company. Registration of the liquidation of a joint-stock company is carried out by its liquidation commission, which is obliged to notify the registering body of the completion of the process of liquidation of the joint-stock company not earlier than two months from the moment the liquidation commission (liquidator) publishes a publication on the liquidation of the company in the press.

    The liquidation of a joint-stock company is considered completed, and the joint-stock company itself ceases to exist from the moment the state registration authority makes an appropriate entry in the state register of legal entities.

    The joint-stock company is fundamentally new form production organization, created on the basis of the voluntary participation of its members, who own a certain part of the total capital of the company. The creation of such economic relations was a natural result obtained in the process of transformation and development of private entrepreneurship.

    At a certain stage of its existence, the increased technological level, the organization of the financial sector and the scale technological processes created the prerequisites for attracting into one enterprise the capital of many persons who, according to various reasons are not engaged in commercial activities on their own. The liability of shareholders in such a merger is limited to the amount of their contribution. This condition, along with a high concentration of capital, makes it possible to make profitable investments not only in promising, but also in risky projects, which significantly speeds up the implementation latest developments scientific and technical sphere.

    Joint-Stock Company - a large enterprises and companies. In the manufacturing sectors of any country in the world, such associations of capital and corporations are the most advanced mechanism in the economic sphere from a legal point of view.

    The main characteristics include:

    Division of total capital into shares;

    Imposition of liability on shareholders for the obligations of the organization only in the amount of contribution to the authorized capital;

    Organization of activities in accordance with the adopted charter, which is the foundation for mobile change the size of the total capital and the number of participants;

    Concentration of enterprise management in the hands of the directorate (board).

    A joint stock company has a number of advantages:

    1. The company has a real opportunity to attract funds from shareholders, which will increase its authorized capital and expand the scope of activities.

    2. The separation of general management from specific management allows the selection of the most suitable candidates for directors. Shareholders who are interested in production efficiency take the appointment of management personnel seriously.

    3. Each member of the labor collective has the right to become a full owner by purchasing a certain share of shares.

    4. It is possible to create a network of interested counterparties by acquiring securities of other companies and selling their own.

    There are two types - closed and open. The first type of association assumes the presence of no more than fifty participants in its composition. If this limit is violated, then registration must be made. Organizations of a closed form are released from the obligation to publish the results of their economic and financial activities. That is why they do not have control of external users of information over the functioning of the enterprise.

    An open joint stock company is organizational form, which has the ability to attract large capital. A large number of participants provides the most favorable conditions for investing large enough funds to develop production. Shareholders have the right to sell their part of the securities to any buyer at the agreed price. In order to have control over the situation that has developed in the company and to carry out the policy of the owner, it is enough to have a package of fifteen percent of the securities that make up the statutory fund.

    A joint-stock company is one of the main prerequisites for conducting in the country economic reforms. The wide distribution and formation of this type of associations creates normal conditions for the activities of enterprises. Being convenient form for translate government organizations into a private form of ownership, joint-stock companies allow you to effectively control the work of management structures.