Types of joint-stock companies public and non-public. Lecture summary: Public and non-public business companies

Public and non-public companies as subjects of business law

federal law No. 99-FZ, adopted on May 5, 2014, amendments were made to civil law regarding organizational and legal forms legal entities. On September 1, 2014, the new provisions of Article 4 of the first part of the Civil Code of the Russian Federation entered into force:

1. Such a form of legal entities as CJSC is now abolished.

2. All business entities are divided into public and non-public companies.

What are public and non-public joint stock companies

public Joint-Stock Company considered public if its shares and securities publicly posted or handled on the market valuable papers. A joint stock company is also considered public, if the articles of association and company name indicate that the company is a public. All other joint stock companies (JSC) and limited liability companies (LLC) will become non-public

What is a public company

Such organizations are required to disclose information about their owners and affiliates, as well as about material facts that can affect the activity of the issuer. This is necessary in the interests of potential shareholders to increase the transparency of the process of investing in the company's securities.

Public companies are characterized by the following features:

- shares of the company can be acquired and freely sold by an unlimited circle of persons;

Information about the ownership structure and results economic activity joint-stock company is in open sources;

Securities of a public company are placed on the stock exchange or sold by open subscription, including through the use of advertising;

Data on completed transactions with the company's shares (their number and price) is available to all market participants and can be used to analyze the dynamics of the value of securities.

Conditions for classifying a company as a public company

According to the new standards (Article 66.3. No. 99-FZ), a joint-stock company is recognized as public in 2 cases:

1. The company issues its shares for free circulation by means of an open subscription or placement on the stock exchange, in accordance with the law "On the Securities Market".

2. The name and charter indicate that the organization is public.

If an already operating company has the characteristics of an open joint-stock company, it receives a public status, regardless of whether this is mentioned in the name of the company. CJSC and other organizations that do not have these features are recognized as non-public.

Consequences of acquiring public status

The publicity of the society implies increased responsibility and stricter regulation of its functioning, since it affects property interests a large number shareholders.

1. open joint stock companies operating as of September 1, 2014 must register with Unified State Register of Legal Entities changes its corporate name, including an indication of publicity. At the same time, there is no need to make adjustments to the title documents, if they do not contradict the norms of the Civil Code - this can be done at the first change in the constituent documents of the JSC.

2. From the moment of fixing the status of publicity in the name of the organization in the Unified State Register of Legal Entities, it acquires the right to post their shares on the stock market

3. A public company must have a collegial management body consisting at least 5 members.

4. The maintenance of the register of shareholders of a public JSC is transferred to an independent licensed company.

5. Organization not entitled interfere with the free circulation of their shares: impose restrictions on the size and value of the package in the hands of one investor, give individuals pre-emptive right to purchase securities, prevent in any way the alienation of shares at the request of the shareholder.

6. The issuer is obliged to open access post information about your activities:

annual report;

annual financial statements;

list of affiliates;

JSC charter;

decision to issue shares;

notification of holding a meeting of shareholders;

other data provided by law.

Legislators believe that economic organizations in the form of a CJSC, in fact, they are not joint-stock companies, since their shares are distributed among a closed list of participants and may even be in the hands of a single shareholder. Thus, these companies practically do not differ from limited liability companies and can be transformed into an LLC or a production cooperative.

Reorganization of a closed joint-stock company into a limited liability company is not obligatory. A CJSC has the right to retain its shareholder form and acquire the status of a non-public company in that case, if there are no signs of publicity.

Amendments to the civil law practically do not affect OOO. According to the new classification, these legal entities are recognized non-public automatically. They are not subject to any re-registration obligations in connection with the new status.

Non-public joint-stock companies

A non-public joint-stock company is a legal entity that meets the following criteria:

minimum size authorized capital - 10,000 rubles;

the number of shareholders is not more than 50;

the name of the organization does not indicate that it is a public

the company's shares are not placed on the stock exchange and are not offered for purchase by open subscription.

from the corporate name of CJSC it follows delete the word "closed".

Recognition of a JSC as non-public provides it with much greater freedom in managing its activities compared to a public company. Thus, the former CJSC is not obliged to publish information about its work in open sources. By decision of the shareholders, the management of the organization can be completely transferred to the hands of the board of directors or the sole executive body society. The meeting of shareholders has the right to independently determine the nominal value of shares, their number and type, to grant additional rights to individual participants. JSC securities are bought and sold in a simple transaction.

All decisions of the JSC must be certified by a notary or a registrar. The maintenance of the register of shareholders of a non-public joint-stock company is transferred to a specialized registrar.

LLCs as non-public companies

The minimum amount of the authorized capital is 10,000 rubles;

Composition of participants - maximum 50;

The list of participants is maintained by the company itself, all changes are registered in the Unified State Register of Legal Entities;

The powers of the participants by default are set according to their shares in the authorized capital, but can be changed if the non-public company has a corporate agreement or after making the relevant provisions in the company's charter with fixing amendments to the Unified State Register of Legal Entities;

The transaction for the alienation of shares is notarized, the fact of the transfer of rights is entered into the Unified State Register of Legal Entities.

Unlike the documentation of public companies, the information contained in the corporate agreement of a non-public limited liability company is confidential and is not disclosed to third parties.

Registration of decisions of the participants of the company must be carried out in the presence of a notary. However, there are other possibilities that do not contradict the law, namely:

Introducing amendments to the charter that define a different way of confirming the decisions of the meeting of participants in the LLC;

Mandatory certification of the protocols of the company with the signatures of all participants;

Application technical means, fixing the fact of acceptance of the document.

Along with CJSC, the form of legal entities ALC (additional liability company) is also excluded from civil law circulation. According to the new rules, such organizations must re-register as non-public LLCs.

A public joint stock company is one of the key concepts of the new classification of business entities. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and stricter regulations on corporate procedures. This form of ownership is chosen by the majority largest organizations RF.

The concept of "public joint stock company (PJSC)" is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes the form of organization of a public company whose shareholders have the right to dispose of their shares. Its main differences are

having an unlimited number of shareholders
free placement and circulation of shares on the securities market
permission not to contribute funds to the authorized capital of the company before its registration and opening of an account.

The definition of "public" suggests that this type of JSC must adhere to a policy of more complete disclosure of information, compared to non-public. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).

PJSC structure can be imagined in the following way(See Fig.1)

To understand the features of the creation and activities of PJSC, let's compare it with other types of joint-stock companies and consider examples of existing organizations with this form of ownership.

Public or open?

Because in regulations there are several concepts that are close to each other in meaning, even among specialists in corporate law disputes about their legal interpretation do not subside. Many questions relate to the differences between the "new" PJSC and the "old" OJSC. At first glance, “only the name has changed”, but this is not so (see Table 1)

Table 1. Differences between a public joint stock company and an OJSC

Comparison Options
Disclosure	Disclosure of information about activities was mandatory It was necessary to include information about the sole shareholder in the charter and publish them	May apply to the Central Bank for exemption from disclosure It is enough to enter information into the Unified State Register of Legal Entities
Preference for the acquisition of shares and securities	It was possible to reflect in the charter the advantage of buying free shares by current shareholders and holders of securities
Maintaining the registry, the presence of a counting commission	It was allowed to maintain the register of shareholders on their own	The registry is maintained by third-party organizations licensed for this type of activity, the registrar is independent
Control	The board of directors was necessary if the number of shareholders exceeded 50 people	It is obligatory to form a collegiate body of at least 5 members

Thus, although the changes related to public joint-stock companies seem not fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.

Public or non-public?

From the point of view of a non-specialist, a public joint-stock company, in its own words, is a former OJSC, and a non-public one is a former CJSC, but this is an overly simplified vision. Let us consider what rules apply in the new classification of business entities to organizations of different legal status:

A characteristic property of PAO is open list prospective buyers of shares, while a non-public joint stock company (NJSC) does not have the right to sell its shares through public auction
The law prescribes PJSC to have a clear gradation of issues related to the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and make other reforms in the activities of the governing bodies
Decisions made by the general meeting and the status of participants in PJSC need to be confirmed by a representative of the registrar. NAO can contact a notary on this issue
A non-public joint-stock company has the right to include in the charter or corporate agreement a clause stating that, in relation to other interested persons, the advantage in buying shares remains with the existing shareholders. While this is unacceptable for PAO
All corporate agreements that are concluded in a PJSC must undergo a disclosure procedure. For NAO, a notification that the contract has been concluded is sufficient, and its contents can be declared confidential
All procedures for the redemption and circulation of securities, which are provided for in Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.

How to re-register an OJSC into a PJSC?

The renaming procedure is carried out by replacing the words in the name of the organization. Further, the charter should be reviewed, especially with regard to the board of directors and rights to advantages when buying shares, and bring them into line with the provisions of the legislation on public joint-stock companies.

The Civil Code states that the rules on public companies are applicable only to joint-stock companies, in the charter and company name of which there is a direct indication that they are public. These rules do not apply to other legal entities.

The most famous PAOs of Russia

The largest representatives of this form of ownership regularly top the ratings of the richest organizations in the country and the world. Here are a few legal entities included in the TOP-10 RBC rating for 2015:

Public Joint Stock Company — new term in Russian civil law. At first glance, it may seem that non-public and public joint-stock companies are just new names for CJSC and OJSC. But is it really so?

What does a public joint stock company mean?

Federal Law No. 99-FZ of May 5, 2014 (hereinafter referred to as Law No. 99-FZ) supplemented the Civil Code of the Russian Federation with a number of new articles. One of them, Art. 66.3 of the Civil Code of the Russian Federation introduces a new classification of joint-stock companies. The already familiar CJSC and OJSC have now been replaced by NAO and PJSC - non-public and. This is not the only change. In particular, the concept of an additional liability company (ALC) has now disappeared from the Civil Code of the Russian Federation. However, they were not particularly popular anyway: according to the Unified State Register of Legal Entities as of July 2014, there were only about 1,000 of them in Russia - with 124,000 CJSCs and 31,000 OJSCs.

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

The rules on a public joint-stock company apply to a joint-stock company whose charter and name indicate that the joint-stock company is public. PJSCs established before 09/01/2014, whose company name contains an indication of publicity, are subject to the rule established by paragraph 7 of Art. 27 of the law "On amendments ..." dated June 29, 2015 No. 210-FZ. Such a PJSC that does not have public issues of shares before 07/01/2020 must:

apply to the Central Bank with an application for registration of a share prospectus,
remove the word "public" from its name.

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

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

Consider different from JSC. Although the changes are not fundamental, their ignorance can seriously complicate the life of the management and shareholders of PJSC.

Disclosure

If earlier the obligation to disclose information about the activities of an OJSC was unconditional, now public society has the right to apply to the Central Bank of the Russian Federation with an application for exemption from it. This opportunity can be used public and non-public companies, however, it is for public release that is much more relevant.

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

Preemptive right to purchase shares and securities

An open joint-stock company was entitled to provide in its charter for cases where additional shares and securities are subject to preferential purchase by existing shareholders and holders of securities. Public Joint Stock Company is obliged in all cases to be guided only by the Federal Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ (hereinafter - Law No. 208-FZ). References to the articles of association are no longer valid.

Register keeping, counting commission

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

The same applies to the counting commission. Now, issues related to its competence should be decided by an independent organization that has a license for the corresponding type of activity.

Society management

Public and non-public JSCs: what are the differences?

By by and large PJSCs are subject to the rules previously applied to OJSCs. NAO, on the other hand, is mainly former ZAO.
The main feature of PAO is open list potential buyers of shares. NAO, on the other hand, is not entitled to offer its shares at public auction: such a step, by virtue of the law, automatically turns them into PJSC even without amending the charter.
For PJSCs, the management procedure is rigidly enshrined in law. For example, the rule is still preserved, according to which the competence of the board of directors or the executive body cannot include issues that are subject to consideration by the general meeting. A non-public company, on the other hand, can transfer some of these issues to a collegiate body.
Participant status and decision general meeting in PJSC should in without fail be confirmed by a representative of the registrar. The NAO has a choice: you can use the same mechanism or contact a notary.
Non-public joint stock company still have the right to provide in the charter or corporate agreement between shareholders the right to preemptive purchase of shares. For public joint stock company such an order is absolutely unacceptable.
Corporate agreements concluded in PJSC should be disclosed. For the NAO, it is sufficient to notify the company about the fact of concluding such an agreement.
The procedures provided for by Chapter XI.1 of Law No. 208-FZ, concerning offers and notices of securities repurchase, after September 1, 2014, do not apply to JSCs that, through changes in the charter, have officially fixed their status as non-public.

Corporate agreement in joint-stock companies

An innovation that largely concerns PJSCs and NAOs is also a corporate agreement. Under this agreement between shareholders, all or some of them undertake to use their rights only in a certain way:

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

However, the agreement also has its limitations: it cannot oblige shareholders to always agree with the position of the JSC's governing bodies.

In fact, there have always been ways to establish a unified position for all or part of the shareholders. However, now changes in civil law have transferred them from the category of "gentleman's agreements" to the official plane. Now the violation of a corporate agreement may even become a reason to recognize the decisions of the general meeting as illegal.

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

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

Renaming JSC into a public joint stock company

For those JSCs that have decided to continue working in the status public joint stock company required to amend the articles of incorporation. The deadline for this is not established by law, but it is better not to delay it. Otherwise, problems may arise in relations with counterparties, as well as ambiguity about which norms of the law should be applied in relation to PJSC. Law No. 99-FZ establishes that the unchanged charter will be applied to the extent that it does not contradict the new norms of the law. However, what exactly contradicts and what does not is a moot point.

Renaming can be done in the following ways:

At a specially convened extraordinary meeting of shareholders.
At a shareholder meeting that decides other current issues. In this case, the change in the name of the JSC will be highlighted as an additional item on the agenda.
At the mandatory annual meeting.

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

The changes themselves can only concern the name - it is enough to exclude the words “open joint stock company” from the name, replacing them with the words “ public joint stock company". However, at the same time, it should be checked whether the provisions of the previously existing charter contradict the norms of the law. In particular, special attention should be paid to the rules regarding:

board of directors;
pre-emptive right of shareholders to purchase shares.

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

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

In fact, for non-public companies, changes are not necessary. Nevertheless, it is still desirable to make such changes. This is especially important for the former ZAO. Otherwise, such a name would be a defiant anachronism.

Sample charter of a public joint stock company: what to look for?

During the time that has elapsed since the adoption of Law No. 99-FZ, many companies have already passed the procedure for registering amendments to the charter. Those who are just about to do this can use the sample PJSC charter.

However, when using the sample, it is necessary, first of all, to pay attention to the following:

The articles of association must contain an indication of publicity. Without this, society becomes non-public.
It is obligatory to involve an appraiser in order to make a property contribution to the authorized capital. At the same time, in the event of an incorrect assessment, both the shareholder and the appraiser must respond subsidiarily within the amount of the overstatement.
If there is only one shareholder, it may not be indicated in the charter, even if such a clause is contained in the sample.
It is possible to include in the charter provisions on the audit procedure at the request of shareholders owning at least 10% of the shares.
Convert to non-profit organization is no longer allowed, and there should not be such norms in the charter.

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

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

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

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

In addition, one should also take into account the difference in legal terminology. English speaking countries. Thus, by analogy with UK law, the term "public limited company" is theoretically acceptable, and with US law - "public corporation".

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

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

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

Making changes to the bylaws is easy. It is enough to rename the company according to the new rules of the Civil Code of the Russian Federation. A step forward can be considered the legalization of agreements between shareholders (a corporate agreement in accordance with Article 67.2 of the Civil Code of the Russian Federation).

Ten Key Differences Between a Public JSC and a Non-Public JSC

The concepts of public and non-public companies

The concepts of public and non-public companies are enshrined in Article 66.3 of the Civil Code.

Public Joint Stock Companies- these are companies that are based on shares (securities) that have a large-scale free circulation market. These are societies with an unlimited and dynamically changing composition of participants.

Non-public joint-stock companies- These are business companies based on shares that do not enter the organized circulation market.

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We have presented the main differences between public and non-public JSCs in a convenient table

№

difference

Public JSC

Non-public JSC

Legislation

Placement and circulation of shares - the main difference

Shares and securities that are convertible into shares are placed by public subscription and are publicly traded in accordance with the securities legislation

Shares and securities cannot be placed by open subscription, they are not publicly traded

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Since September 1, 2014, the types of joint-stock companies have changed. Instead of open and closed joint-stock companies, the concepts are now used - public and non-public. Changes were made by Federal Law No. 99 dated 05.05.2014. "On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation" (hereinafter - Federal Law No. 99). According to the new definition, Companies can now be public - whose shares are placed and circulated in the public domain and (or) in their name and charter there is an indication of publicity (applies to former OJSCs) and non-public - all the rest, which include LLCs and former CJSCs ( article 66.3 of the Civil Code of the Russian Federation).

At the same time, all OJSCs that meet the definition of publicity from September 1 became automatically and changes in Civil Code made by Federal Law No. 99. As for the CJSC, if the Company decides to remain closed, that is, non-public under the new rules, then until they make changes to the constituent documents, the provisions of Federal Law No. 208 of 12/26/1995 will apply to it. about ZAO. In general, such a form as a closed joint-stock company is being abolished. However, it will not be necessary to change the name of non-public companies and add the word "non-public" in the future, but it will only be necessary to remove the word "closed", leaving just JSC.

To date, the most common organizational and legal forms of doing business in our country are Non-Public (Closed) Joint Stock Company (formerly CJSC). There is enough information about LLC on our website a large number of, thanks to which each of our visitors has probably already figured out many issues related to the establishment of an enterprise in this organizational and legal form. But there has been no mention of a non-public joint-stock company so far. That is why we decided to correct this misunderstanding, and we bring to your attention an overview article that tells about the main points of registering an enterprise in the form of a JSC.

Authorized capital of a non-public JSC (CJSC)

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

Especially for the formation of the authorized capital, the shareholders of a non-public JSC (CJSC) issue shares, as well as their state registration. This is one of the main points that characteristic difference JSC from LLC and extending to it the effect of legislation on the securities market and protection of investor rights. However, there is still a similarity between a JSC and an LLC in terms of the authorized capital: just as the participants in an LLC have the opportunity to attract additional investments to the Company in the form of additional contributions to the authorized capital, so the shareholders of a non-public JSC can attract investments in the form of an additional issue of shares.

Shareholders of a non-public JSC (CJSC)

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

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

As for the rights, in a non-public JSC (CJSC) the system of their distribution among the shareholders of the Company is based on a slightly different principle. Thus, the rights of shareholders in a JSC depend on the category of shares it owns, which, in turn, can be ordinary or preferred. But at the same time, the charter of a non-public JSC cannot establish different rights or obligations for owners of only ordinary shares or only one type of preferred shares, since all ordinary shares (as well as all preferred shares of the same type) provide their owners with rights that are identical in content .

Payment of the authorized capital of a non-public JSC (CJSC)

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

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

Transfer of the register of shareholders to an independent registrar

Also, all JSCs, both public and non-public, should pay attention to the fact that from October 1, 2014, all shareholder registers must be maintained by specialized registrars who have the appropriate license. This obligation was introduced by the Federal Law No. 142 dated 02.07.2013 “On Amendments to Subsection 3 of Section I of Part One of the Civil Code of the Russian Federation” last year. At the same time, as the Bank of Russia notes in its recent letter, there are no exceptions for the transfer of the register for any JSC, if they were previously conducted independently. Therefore, be careful and have time to transfer the register of shareholders on time so as not to get fined up to 1 million rubles.