Hello! A legal entity can exist only on the basis of certain form property. Until September 2014, the legislation of the Russian Federation recognized three types of organizations: LLC, OJSC and CJSC. However, the changes in the Civil Code of the Russian Federation, which occurred on the basis of the Federal Law No. 99 of 05.05.2014, introduced some adjustments. So, if the form of ownership of a legal entity was previously called OJSC, now it is called PJSC, and JSC has replaced CJSC. We have already written about.

Since the entry into force of the above law, all legal entities that existed as JSCs can re-register and become PJSCs. The legislator has not established a time frame for such a procedure, so all that is needed is to make the appropriate changes to the charter and contact the tax office.

What is PAO

is a public joint stock company. This form of ownership for a legal entity means that the securities issued by the organization can be freely available to everyone, as well as participate in the turnover on the securities market. Moreover, there are no restrictions on the question of how many shares one shareholder can have.

One more hallmark The existence of PJSC is that the issue of so-called prolonged shares, the nominal price of which was an order of magnitude lower than the rest, was canceled. In addition, PJSC activities should become public. This means that meetings of shareholders of companies should become more frequent, and any of their decisions are now notarized, audits are carried out more often, with the participation of independent specialists. The results of such checks must be made public and available.

Thus, the activity of PJSC has become strictly regulated. The legislator has not established any specific deadlines during which an OJSC should change into a PJSC, however, legal entities operating on this form of ownership are required to make certain changes to the documentation.

What is LLC

- a limited liability company. In other words, it is a form of ownership commercial organization established by one or two legal or individuals for the purpose of making a profit. In practice, LLC is more common than PAO. This circumstance is connected with the fact that the form of ownership in the form of LLC is easy to create. All that is needed is the decision of the organization, the existence of a charter, the creation of an authorized capital.

It would be useful to note that it is created at the expense of the contributions of the participants in the company themselves and is divided into shares. There is a minimum amount of such capital, which is established by law and is equal to the amount of one hundred times the minimum wage.

All activities of the LLC are strictly regulated by the Federal Law No. 14-FZ of 02/08/1998. and the Civil Code of the Russian Federation.

Features of PJSC and LLC

The key features of an LLC are as follows:

1. The founders of this form of ownership form authorized capital own company;
2. The amount of authorized capital at which a limited liability company can start its activities should not be below the threshold of ten thousand rubles;
3. The number of founders is strictly defined by law. So, their number should be at least one, but not more than fifty. In cases where the number of founders exceeds 50, then such an organization will be asked to change the form of ownership;
4. The body authorized to manage an LLC is the board of founders, director, board of directors, supervisory board, etc.;
5. The charter of the company is the main founding document;
6. An LLC, like any other organization, has a number of obligations and is liable with its property. The risk of participants in the organization is equal to the amount of their investment in this company during its formation;
7. A limited liability company is created for the purpose of making a profit, which is distributed among the participants according to their shares. And the results of the activity itself are not subject to publication;

PAO features include:

1. As for the authorized capital for a public joint-stock company, there is a rule here: it is not formed immediately when the organization is created, but accumulates gradually as it issues blocks of shares. Due to this, the amount of the company's capital can reach an impressive size and amount to hundreds of thousands of rubles;
2. The company's shares are freely placed on the stock markets, and can be sold and bought in any quantity, while the number of shareholders of the company can be unlimited. The number of shareholders will depend only on the volume of issued securities;
3. The formation of the authorized capital of a PJSC is not required when organizing such a form of ownership. Cash can be credited to the company's account in the process of stock turnover;
4. A public joint stock company is obliged to submit an annual report on the results of its activities.

Comparative table of PJSC and LLC

Main differences	OOO
Number of founders	At least 1 but not more than 50	Any
Authorized capital	At least 10,000 rubles	At least 100,000 rubles
List of participants	It can be changed only with the obligatory participation of a notary who certifies the fact of the alienation of the participants. Data is entered in . This procedure is costly.	Shareholders are free to sell their shares. At the same time, information about such transactions is not subject to notarization and is entered only in the register of shareholders of the company.
Information about the composition of the meeting participants	Confirmed by the participants unanimously	Confirmed by a special body registrar. The procedure is costly
Mandatory actions after registration	Mandatory maintenance of a list of organization members, which is notable for its simplicity	Without mandatory registration of shares, all transactions with the company's securities are prohibited. Records of shareholders are constantly maintained by the registrar, which requires constant payment
The possibility of increasing the authorized capital	There is. The procedure is distinguished by its simplicity	There is. Only after registration of the next issue of securities
Publicity	Not required to publish reports	Annual reports must be publicly available
Closing procedure	Complex. May take 3-4 months	Complex. Takes a long time

Pros and cons of PJSC and LLC

As noted earlier, each of these forms of ownership legal entities has its pros and cons. It is impossible to say with exact certainty which one is better. Because in the case of an LLC it is easier to form an authorized capital, the activity does not require publicity, but this form of ownership does not allow entering the world market in the near future. It will take years to achieve this goal.

When organizing a Public Joint Stock Company we are talking already about companies that want to acquire not only a solid income, but also an appropriate reputation. It is much easier to attract investors with PAO.

However, this form of ownership is not suitable for everyone. Issuing securities and registering them with the relevant authority is an expensive procedure. Capital investment in PJSC is long-term in nature and implies a profit in a rather large amount, but after a few years.

2.30.1. Definition of closed and open joint-stock companies. Closed Joint Stock Company (CJSC) is a company whose shares are distributed only among its founders. CJSC does not have the right to conduct an open subscription for the issue of shares. JSC shareholders have

the pre-emptive right to acquire shares sold by other shareholders of this company.

Open Joint Stock Company (OJSC) is a company whose members can sell their shares without the consent of other shareholders. OJSC conducts an open subscription for the issue of shares and their free sale; is obliged to publish annually for public information: annual report, balance sheet, profit and loss account.

2.30.2. Founding document closed and open joint-stock companies - charter, approved by the founders; should contain information about the categories of shares issued by the company, their nominal value and number, the size of the company's authorized capital, the rights of shareholders, the composition and competence of the company's management bodies and the procedure for making decisions by them.

Stock certifies the fact that its owner, the shareholder, has made a certain contribution to the capital of the joint-stock company. It can be the subject of sale, donation, pledge, generate income in the form of a share of profit (dividend) received by the joint-stock company; gives the right to participate in the management.

2.30.3. main feature JSC– its property and money capital is formed by open, free sale of its shares. Shares are sold either in the primary market at face value after their release, or on the secondary market through resale at market prices. OJSC is one of the most common and civilized modern forms collective business organization; gives real opportunity to join the property of enterprises to millions of ordinary citizens.

2.30.4. Differences between open joint-stock companies and closed ones. Closed and open joint-stock companies are liable for their obligations, bear possible losses, risk within a limited range, not exceeding the value of their block of shares. At the same time, joint-stock companies are not liable for the property obligations of individual shareholders, accepted by them privately.

JSC is different from a CJSC by the fact that in an OJSC the number of shareholders is not limited, and in a closed one - the number of participants should not exceed 50. If the number of shareholders of a closed joint-stock company exceeds 50 people, then within a year the JSC must be transformed into an open joint-stock company. Another difference is the procedure for issuing and placing shares - in OJSC it is public, and in CJSC it is limited to specific individuals and legal entities.

2.31. Production cooperatives

Joint-stock company- this is a business 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 of such formations began. 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. The main feature is that officials financial institution were not entitled to participate in the meeting. The role of the executive body was performed by 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 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, English version East India Company. Its feature is the annual meeting of participants to resolve 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 “injections” into charter capital companies;

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, if reverse conditions not 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;

A newly created organization is obliged to publish an annual report, loss and income accounts, 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 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;
- 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 framework of one 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 obligations regarding the work 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 get necessary funds 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 among the participants. As a consequence, control over the AO may be lost;

Conflict of interests. 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.

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

Changes since September 2014

Since September 2014, amendments to the Civil Code of the Russian Federation have been adopted. They made an innovation in the names, as well as some adjustments to the functioning various forms property. Most often in entrepreneurship, the question began to sound: "What is PJSC instead of OJSC?"

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

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

Not public societies, in turn, will be divided into:
Joint stock companies (abbreviated name AT).
Limited liability companies (abbreviated name LLC).

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

The essence of the changes

Let's try to answer the question: "What is PJSC instead of OJSC?"

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

Significant changes are also noticeable in the need for annual audits. Previously, it was established only for JSCs, but now all joint-stock companies are subject to mandatory annual audits without exception.

What is an JSC?

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

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

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

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

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

After making such changes, the activities of the former OJSCs will be slightly adjusted, as they will become public.

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

Differences between PJSC and JSC

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

If, for one reason or another, enterprises do not make appropriate changes to their charter, from September 1, 2014, the provisions of the current Civil Code of the Russian Federation governing the activities of PJSCs (decoding - public joint-stock company) apply to them.

How to make changes?

In order to pass state registration, in accordance with the changes that have come into effect, it is necessary to provide the tax authority with:

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

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

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

1. Change the corresponding name in all seals and stamps of the enterprise.
2. Report the change to all banking institutions and reissue accounts.
3. Notify all your counterparties of the changes that have taken place.
4. Change your name in all public sources.

Additional innovations

1. An enterprise may have two or more directors. They can work both jointly and separately, but at the same time, the powers of each of them must be spelled out in the charter of the company. But the chief accountant is still alone.
2. The innovation concerned the contribution to the authorized capital. Now an independent appraiser is required. For corporations, this is mandatory.

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