At the moment, there are many organizational forms in the economy for doing business. Very often there are two abbreviations JSC and PAO. Many people think they are one and the same. However, there are some differences that help to understand how a PJSC differs from an OJSC. Let's try to understand these definitions.
What is JSC
An open joint stock company is an organizational form that forms capital by issuing shares. It is a security that allows you to determine the contribution of each participant to the creation of the company, as well as the share of profits. They call it devidend. Shares are issued for free sale on the securities market. They, in turn, also determine income and losses. What else are shares for?
- allow you to get necessary funds to organize and conduct the activities of the company;
- determine the contribution of all shareholders and the percentage of profit corresponding to the contribution;
- define risks. In the event of a crash, each shareholder loses only a share;
- Shares provide the right to vote at shareholder meetings.
Shareholders can freely dispose of these shares, for example, donate, sell, etc. It is possible to sell shares to third parties. All information about the activities of such enterprises should be known to the general public. OJSC is different in that before the registration of the company, you can not contribute the entire full authorized capital.
The founding capital cannot be less than a thousand minimum wages, the number of shareholders is not limited to a certain number.
JSC can carry out activities not prohibited by law in various areas. A meeting of shareholders is usually held once a year. To manage the activities of the company hires a director or several directors. They create a so-called collegial body.
The concept of ZAO
A closed joint stock company is one of the most common forms of doing business. Usually this form is chosen when the participants are connected by family ties.
The founding capital of such organizations should not be less than one hundred minimum wages, and the number of participants - more than 50. The state does not need to exercise extra control over the activities of such a company. ZAO has its own characteristics:
- shares belong to the founders;
- no one has the right to transfer shares to third parties;
- CJSC may not publish annual reports;
- All activities are carried out in a mode closed from the public.
Having considered the two most popular forms of entrepreneurial activity, we can go directly to the concept of PJSC.
Since September 1, 2014, a law has been in force in Russia that has made certain changes to the Civil Code. He touched upon the content and the name of organizational forms and forms of ownership. Now the name PJSC (Public Joint Stock Company) has been assigned to OJSC. OJSCs will still exist for some time, then they are required to re-register as PJSCs. CJSC therefore means Non-Public Joint Stock Company.
Despite the name change, public JSCs have also undergone some changes. Do not think that OJSC and PAO are one and the same. So, what is the difference between PJSC and JSC?
One of the signs of PJSC is the free placement of bonds and shares, as well as their admission to trading on stock exchanges;
PJSCs have a more transparent policy of carrying out their activities - there is an obligation to publish lists of shareholders and reporting, to arrange meetings of participants more often and to arrange inspections. Activities are becoming more open. This is the main point that shows how PJSC differs from OJSC;
Now to accompany entrepreneurial activity, you do not need to hire a lawyer or apply to special law firms, the company will turn to the services of registrars. They will maintain a register of shares, as well as certify meetings of shareholders;
Auditing requirements are becoming more stringent.
These are the main points that determine how a PJSC differs from an OJSC. Such a decision and the entry into force of the law contribute to increasing the transparency of companies' activities, as well as hindering the implementation of corporate raids.
In the Russian economy, there is such a concept of an economic entity as a joint-stock company, which is divided into two types - closed and open. What are the differences between these types of societies? Or maybe there are no differences between them at all? This question is quite interesting, so let's try to understand it in more detail.
Definition of zao
CJSC (Closed Joint Stock Company) is a commercial organization that authorized capital is divided into a certain number of shares (securities). characteristic feature CJSC is the fact that only individuals who created this organization, that is, the founders, can own shares. Outsiders may not purchase securities of a closed joint stock company. In addition, if any shareholder has decided to withdraw from the founders, he can sell his shares, but only to those persons who are part of the company's shareholders. In addition, CJSC has some advantage - it has the right not to publish its statements in the media.
Definition of jsc
OJSC (Open Joint Stock Company) is a commercial organization whose authorized capital also consists of shares. The founders of this company may be a limited number of persons, but the owners may be persons who are not included in this composition. This nature of the relationship allows almost any person or legal entity to acquire shares in any OJSC and become its shareholder, and, consequently, receive a certain income in the form of dividends. It should be said that each owner of shares may at any time decide to alienate his securities in favor of third parties, and he is not obliged to ask permission from other shareholders. In addition, the OJSC is obliged to publicly present to potential investors for familiarization its statements for the past period.
Comparison of OJSC and CJSC
In conclusion, it must be concluded that CJSC and OJSC are varieties joint-stock companies, which have their own, inherent only to them, characteristic features. So, only the founders of a CJSC can own securities, and alienate them only in favor of other shareholders, while both individuals and legal entities that are not members of the founders of the company can become shareholders of an OJSC, while the shares of an OJSC can be sold without the consent of then the existing shareholders. In addition, the statements of an OJSC must be placed in the public mass media, and a CJSC has the right not to place its documentation.
The number of participants in an open joint stock company is not limited. But no more than 50 people can be included in the CJSC at the same time, which can significantly complicate doing business. But a closed joint-stock company will need an authorized capital in the amount of 100 minimum wages to start operations, while an open joint-stock company will need 1000 minimum wages. There are also nuances in terms of the development of the company. So, if the number of CJSC members goes beyond 50, it must be re-registered as an OJSC within a year.
TheDifference.Ru determined that the difference between CJSC and OJSC is as follows:
The shareholders of a CJSC can only be the founders of the company, and the shareholders of the JSC can be both individuals and legal entities who have expressed their desire and bought the securities of this organization;
Statutory fund. For CJSCs it is 100 minimum wages (10 thousand rubles), for JSCs - 1000 minimum wages (100 thousand rubles).
More than 50 people cannot be members of a CJSC at the same time. The number of shareholders of an OJSC is not limited by law.
CJSC shares are redistributed only between the founders and with their consent; OJSC securities can be sold to third parties without the consent of existing shareholders;
An open joint stock company is obliged to publish its financial statements, but a closed joint stock company is not.
business status. Due to its closeness, CJSC is perceived worse by investors and business partners. OJSC in the eyes of the business world has the highest business status, which allows you to count on a special attitude to your business. More: http://thedifference.ru/otlichie-zao-ot-oao/
eight. . The subject must be, first of all, able to independently make transactions. Individuals (citizens), as a general rule, can become entrepreneurs upon reaching the age of full capacity (18 years), but possibly earlier - from the age of 16 (see paragraph 1 of article 27 and paragraph 1 of article 26 of the Civil Code of the Russian Federation).
Legal entities have the right to enter into entrepreneurial transactions from the moment of state registration (see topic 2).
Both for the state and for society as a whole, the division of persons into individuals and legal entities has particular importance. Moreover, it is a fundamental factor for many articles of the Civil, Administrative, Labor and other codes. Russian Federation.
Comparison of a legal entity from an individual
In order to take into account the interests of persons as much as possible, it is necessary to know whether this person is an individual or a legal entity. Legal capacity, risks, properties - for individuals and legal entities many differences. So let's start with these two concepts.
Individual is a person, with or without citizenship, who has duties and rights just because he exists. By virtue of his birth, he has legal capacity, while his legal capacity is determined by his age. Legal capacity and legal capacity can be limited only by a court decision, or in accordance with the law.
Entity is an organization that has been registered in accordance with all the rules defined by law. This organization may have as its main goal both making a profit, and simply working for a society or an idea.
Legal entities, as a rule, have an organizational form. So, the most common form is LLC, but also entity may be a joint-stock company and so on.
Consider the main differences between physical and legal entity.
- emergence. So, individual arises at the moment of its birth, the organization at the moment of its registration.
- legal capacity. The organization is capable from the moment of its registration and until the moment of liquidation. An individual can be either partially or fully capable, depending on age, as well as medical indications.
- A responsibility. The company can be brought only to civil, as well as administrative liability, a person, in addition to the above, can also be held criminally liable.
- Termination of activity. An individual ceases to exist only at the time of death, a company - after the completion of the process of its liquidation.
Benefits of opening an LLC
A limited liability company is considered the most optimal organizational form for creating a company among entrepreneurs. Consider the main positive aspects in the creation of an LLC.
LTD - the simplest organizational form of all possible to open an organization. However, even she has some disadvantages, which, against the background of the pros, seem not so significant.
Thus, the number of members of the society cannot exceed 50 people. If the number of participants goes beyond this limit, then the entrepreneur must reorganize the company. Moreover, if the management structure in an LLC changes, then each change must be accompanied by amendments to the constituent documents.
Closed list of non-profit organizations
On September 1, 2014, the Civil Code of the Russian Federation entered into amendments regarding non-profit organizations. In particular, a special closed liver of non-profit organizations was created.
Thus, non-profit organizations that were established before September 1, 2014 had to bring their name into line with this list at the first opportunity to amend the constituent documents.
This list includes the following types of non-profit organizations:
- , including charities;
- cooperatives (for example, horticultural or garage);
- public organizations ( political parties, territorial self-governments, etc.);
- unions (for example, commercial and industrial);
- homeowners associations;
- Cossack societies;
- communities;
- autonomous non-profit organizations;
- religious companies;
- public legal organizations.
The changes that have been made to the Civil Code of the Russian Federation are primarily related to the fact that before them there was confusion in the forms of non-profit companies. Thus, the list of non-profit companies allowed for registration was expanded, and each of the forms had its own rules.
The changes also affected the item on making a profit by non-profit organizations. They were allowed to receive income, but for this the organization must have property worth at least 10 thousand rubles.
Similarities and differences
In other forms, the conduct of the organization's activities is more complex process. OJSC, PJSC, CJSC have both minuses and pluses in relation to LLC. Let's consider the main ones.
Like LLC, CJSC, OJSC and PJSC, as the main constituent document, they accept charter. In the case of a CJSC, the registration process is more complicated and involves not only making an entry in the Unified State Register of Legal Entities, but also registering with the FFMS (Federal Financial Markets Service) for the purpose of issuing shares. The authorized capital of a CJSC, unlike an LLC, does not consist of shares, but of the number of shares of participants.
The number of participants in a CJSC can be any, as in OJSC and PJSC. LLC means the number of participants is not more than 50 people. You can sell a share in an LLC based on the minutes of the general meeting of participants, while in a CJSC a participant must sell shares to other community members.
In the case of an OJSC, everything is a little simpler: a participant, when leaving the company, can sell shares both to its other participants and to complete strangers.
As a rule, when publishing about constituent documents, it is not necessary to make, while when creating a CJSC, publication of open reporting is mandatory. An open joint-stock company, like an LLC, does not imply publications.
PJSC is the least common form of non-profit organization only because the authorized capital of the company must be 1000 times the minimum wage or more. In PJSC there is no limit on the number of participants. It is not obliged to publish the reporting in the public domain.
So, it is quite difficult for an inexperienced specialist to understand all aspects of the activities of the above organizational forms of enterprises. To summarize, we can conclude that an LLC is suitable for small organizations, which are not going to issue shares, as well as scale their activities. If the entrepreneur really intended big business, then a joint-stock company is more suitable for him.
Registration procedure and subsequent procedures
In order to start activities, regardless of the form of organization, the company must be registered. Registration is a complicated procedure and requires the entrepreneur to go through mandatory stages, regardless of the chosen form of ownership.
So, a package of documents for registration must be submitted to the Federal Tax Service. Documents are provided either personally by the entrepreneur or sent by mail. Also, one of the most common ways to submit documents is electronic document management.
When registering any of the above legal entities, both the founder and the head of the future organization can act as an applicant. Each document submitted to the tax office for registration, if it contains more than one sheet, must be stitched and numbered, and also certified either by the founder himself or by a notary.
In order to register a legal entity, it is necessary to pay a fee in the amount of 4 thousand rubles. The date of submission of documents is the date when the Federal Tax Service received a package of papers for registration. As soon as the documents are accepted, information about them is entered into the registration book.
The applicant must be issued a receipt of receipt of documents. If he submitted documents not personally, but by mail, then a receipt is sent to his address on the next business day after receipt of documents.
Registration is carried out within 5 working days, during which the tax authority checks the accuracy of the data provided for registration. After the registration of the newly created organization, a certificate is issued confirming the fact of its registration.
After registration with the Federal Tax Service, the tax office submits documents for registration to extra-budgetary funds, which, as soon as possible, register the new organization with them. The moment of registration is the date when the enterprise is registered with the tax authority.
Sometimes registration is denied, and there is a few reasons:
- providing an incomplete package of documents;
- making mistakes in registration;
- the rules on the name of the organization are violated (the Civil Code of the Russian Federation contains certain requirements for the names of companies);
- lack of date on documents (in particular, on the charter);
- non-payment of state duty for registration;
- indication of false data or their forgery.
After the registration process is completed, the company, regardless of the form of ownership, is obliged to open a bank account and make a seal.
Speech by Anton Sitnikov about LLC, OJSC and CJSC in the program "Stroeva.delo".
Why OJSC and CJSC were abolished
The discussion of amendments to the Civil Code of the Russian Federation regarding the abolition of OJSC and CJSC began in 2012. So, from September 1, 2014, such forms of organizations ceased to exist.
In addition, the change also affected ALCs (companies with additional liability). Now, instead of OJSC and CJSC, there are public and non-public companies. Let's figure out what is the difference between them.
Public Joint Stock Company is an organization whose shares must be placed on the securities market. Thus, anyone can buy shares. Moreover, the organization must necessarily indicate in the charter and other constituent documents that it is public.
Organizations registered as CJSC or OJSC before September 1, 2014 had to make changes regarding their publicity or non-publicity as soon as possible after the adoption of the amendments.
Non-public joint stock company is an organization that does not place its shares on the securities market. So, only a person from a limited number of persons can purchase shares.
On September 1, 2014, the ALC was also abolished, now it is a priori considered a non-public joint-stock company without the right to place shares on the securities market.
Changes applicable to such organizations, increase the powers of the state to control them. Thus, each joint-stock company, regardless of its publicity, must undergo an annual audit of its activities, which was previously carried out only for open joint-stock companies.
If it is not important for entrepreneurs to place their shares on the market, then a non-public joint-stock company is more attractive to them in order to reduce reorganization costs and avoid new obligations regarding shares.
Learn more about the conversion in this video.
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.
History of occurrence joint-stock company like structures
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. main feature that the officials of the 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 state (municipal formation, subject of the Russian Federation) acts as the founder of the company, then such a company can only be open - OJSC. The only exceptions are small structures that are formed on the basis of privatized companies.
The salient features of the JSC include:
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). The common features of LLC and JSC are the common 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 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 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
Of the positive features of AO, we can distinguish:
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.
Greetings, dear readers. When opening an IP, everything is simple, just choose correct views activities and choose the optimal form of taxation. In the case of an LLC, everything is more complicated, and in the case when there are many founders, and everything is planned to be done either through a CJSC or through an OJSC, the number of differences begins to go off scale. We have collected the most critical differences in one place, you can study the advantages and disadvantages of each type of legal entity organization form, and choose the most optimal for you. Successful business!
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LLC, CJSC, OJSC: differences and features in simple words, table
When opening a business, every businessman thinks about the organizational and legal form of his future enterprise. He can register a company without forming a legal entity and engage in individual entrepreneurship or register as a legal entity. What is the difference - in simple terms.
The most common legal entities such as LLC, CJSC, OJSC. Each of them has both advantages and disadvantages. Below we will consider what differences and similarities the LLC, CJSC, OJSC have. However, first of all, let's consider the difference between jur.
This is very important, because even lawyers have a huge number of misconceptions about these forms of business, which often leads to unforeseen consequences.
Legal entity and individual - what's the difference?
The main difference in these concepts is that an individual entrepreneur is an individual with a certain status, while a legal entity is a fiction (they exist only legally, without material embodiment).
In accordance with the law, an individual must be liable for obligations with his property. And in accordance with this, we can conclude that for the debts that were received when doing business, individual entrepreneur you will have to pay even with the property that had nothing to do with the business.
The responsibility of participants and shareholders is different. Unlike individual entrepreneurs, legal entities are only liable for the obligations of their organization and risk only the value of their shares or shares. Therefore, in an unfavorable combination of circumstances, the participants in such companies are not responsible for the activities of organizations.
It can be noted that in this regard, the creation of a legal entity is more attractive than acquiring the status of an individual entrepreneur.
Advantages of a limited liability company and their types
Now we see the differences between LLC, OJSC, CJSC, IP and we can move on to a more detailed examination of the characteristics of an LLC, which is the most popular way of doing business in our country. This is justified by its simple registration and subsequent work.
As already noted, LLC participants risk on obligations only within the amounts corresponding to their share in the business. It should be noted that the shares of LLC participants are not securities, therefore, the provisions of the legislation on securities do not apply to them. This fact allows you to increase the authorized capital faster and easier than in joint-stock companies.
Similarities and differences between a limited liability company, an open joint stock company and a closed joint stock company
Consider the characteristics of other legal entities.
The form of doing business in joint-stock companies is more complex than in LLC. LLC and JSC have a number of differences - both have their own pluses and minuses.
Below is a comparative table of LLC, OJSC, CJSC in one word.
| Main features | Ltd | Company | JSC |
|---|---|---|---|
| Constituent documents | Charter | ||
| registration | IFTS (entry in the Unified State Register of Legal Entities) | IFTS (entry in the Unified State Register of Legal Entities) Registration with the FFMS of the issue of shares | |
| Authorized capital | Shares | Shares (uncertificated securities | |
| Shareholders/participants | Not > 50 persons | Any quantity | |
| Sale/purchase of shares (shares) | In accordance with the minutes of the general meeting | Closed subscription | Both closed and open subscription |
| Line-up change | it is not necessary to amend the bylaws | it is not necessary to amend the Articles of Association, unless there is more than one shareholder | |
| Composition of governing bodies | General meeting; Board of Directors (optional). General Director and / or Management Board (Directorate) | General meeting. Board of Directors - optional. In the event that the number of shareholders > 50 - mandatory. General Director and / or Management Board (Directorate) | |
| transformation | Reorganization into an ALC, CJSC or OJSC. In this case, it is necessary to notify the creditors, as they may submit claims for the fulfillment of obligations ahead of schedule. | Reorganization into LLC or ALC. Mandatory notice to creditors. The transformation of a CJSC into an OJSC and vice versa is not a reorganization, therefore notice to creditors is not required. | |
| Publicity | Publication of information is not required, except for the issuance of bonds | Mandatory public reporting | Publication of information is not required |
This table shows all the advantages of an LLC over other commercial legal entities:
- greater simplification of the registration procedure;
- no need for an issue;
- optional publication of information about their activities;
- the possibility of changing the organizational and legal form with fewer problems.
Transformation of CJSC and OJSC into PJSC NAO and LLC, what is it: Video
Authorized capital and profit
In conclusion, consider the features of the finance of LLC, CJSC, OJSC.
The authorized capital of an OJSC is not less than a thousand times the minimum wage, and a CJSC is not less than a hundred times. Then at least for the authorized capital of an LLC - ten thousand rubles.
It is much easier to increase the authorized capital of an LLC than for a JSC, because it can be done only after the registration of the share issue, which is a rather expensive procedure. And finally, in all the considered forms of entrepreneurship, profit is distributed in the form of dividends, which increases the tax burden on organizations.
In general, depending on the planned type of business and the number of founders, you can choose the appropriate form of management from those discussed above.
From the site: http://sooo.ru/otkrytie-zakrytie-ooo/pered-otkrytiem/osnovnye-otlichiya-ooo-zao-i-oao.html
The difference between a CJSC and an LLC - what is it, differences from an individual entrepreneur
In everyday life, we often come across dozens of different abbreviations that denote legal forms of economic activity: LLC, CJSC, NPO, individual entrepreneur and much more.
Why are the subjects of the economy called differently, if de facto they are engaged in the same business? LLC and CJSC are especially often confused, although these legal forms differ significantly from each other. Despite the apparent simplicity of the terms, it is worth studying them more carefully and understanding the main differences.
A CJSC is a joint-stock company whose authorized capital is divided among the participants through shares. The key characteristic of the legal form is its “closeness”. The number of shareholders cannot exceed 50 people, while shares are alienated only among a limited circle of persons, which include the founders.
Free circulation of the shares of the enterprise is difficult, due to the peculiarities of the activity. If the number of persons holding shares has increased to 51 or more, the association is subject to re-registration as an OJSC within a year.
LLC is a commercial company, the authorized capital of which is divided in certain shares between the founders.
This legal form is one of the most popular in Russia due to simple registration, loyalty to the law, and other factors. An LLC may consist of no more than 50 people, while the participants have the right to engage in various types commercial activities.
In this way, maximum amount participants of LLC and CJSC converges: it should not exceed 50 people. In addition, participants in both types of business entities do not need to publish their accounts annually. The authorized capital of an LLC cannot be less than 10 thousand rubles, and for a CJSC the minimum amount is 100 minimum wages (that is, also 10 thousand rubles).
To start the work of an LLC, it is necessary to prepare documents in the form of a memorandum of association and a charter, for a CJSC - only a charter. A joint stock company issues securities subject to registration with the Central Bank. It is possible to increase the authorized capital of a CJSC only by means of an additional issue of shares. In the management structure of an LLC there is a general meeting and general manager, and the CJSC has a board of directors.
conclusions
- Composition change. If the founder of the LLC alienates his share, then this transaction requires mandatory state registration, and the data is entered into the Unified State Register of Legal Entities. In case of alienation of CJSC shares, no changes are made to the register, notarization is not required.
- Increase the authorized capital. An LLC can increase the share of participants by amending the constituent documents. To increase the authorized capital of a CJSC, an additional issue is required.
- Access to information about participants. Information about the founders of the LLC is in the public domain, information about the shareholders of the CJSC is closed.
- Managment structure. In an LLC there is only a general director and a general meeting, in a CJSC there is also a board of directors.
From the site: https://thedifference.ru/chem-otlichaetsya-zao-ot-ooo/
What is the difference between JSC and CJSC and LLC
The main difference between LLC and CJSC is the division of the authorized capital into shares of participants in a limited liability company and into shares in a closed joint stock company.
According to the charter of an LLC, the issue of shares is not possible, and the shares of a CJSC are securities subject to securities laws. Members of a CJSC are obliged to comply with these laws and bear responsibility in case of their violation.
The procedures for increasing the authorized capital in LLCs and CJSCs also differ. The increase in the authorized capital of an LLC occurs after the documents are agreed by all participants.
In a CJSC, for this purpose, it is necessary to issue new shares, therefore, due to numerous costs, this procedure is much more complicated: additional shares are issued and changes are made to the company's charter, their state registration is mandatory, as well as registration of additional shares.
The charter of an LLC can be drawn up in such a way that the organization can be closed to access by third parties - you can completely prohibit and significantly limit the possibility of new members joining.
This is achieved by prohibiting in the charter of an LLC the possibility for participants to alienate their share in favor of third parties or, if it is necessary to obtain the consent of all LLC participants for the entry of third parties. As for the CJSC, its charter is drawn up in such a way that the appearance of third parties among the participants is possible in the event of a gratuitous alienation of shares in their favor by one of the current participants.
The receipt of profit by the participants of the LLC is stipulated in the charter, it does not directly depend on the shares of the participants.
CJSC participants receive dividends, the amount of which directly depends on the category of shares they own. The law also provides for the timing of payment of dividends to CJSC participants. All information about LLC participants and their shares in the enterprise is contained in the Unified State Register of Legal Entities, and anyone can request an extract with the data of a particular LLC. Data on the participants of a CJSC are entered in a special register of shareholders, the information in which is closed to unauthorized persons.
An open joint stock company (OJSC) is created to conduct business on a large scale, all of its shares are in free float. Shareholders may alienate their shares to third parties without coordinating their actions with other participants in the OJSC. Subscription for issued shares can be either open or closed.
The number of shareholders of an OJSC is not limited, and the authorized capital must be at least 100 thousand. Also, the differences between forms of ownership are in the methods of liquidation of a legal entity, and the liquidation of an LLC differs from the liquidation of joint-stock companies.
From the website: http://www.ufreg.com/novosti/chem-otlichaetsya-oao-ot-zao-i-ooo.html
What is the difference between an LLC and a CJSC: the main differences and features
People who want to start an independent business are often interested in the similarities and differences in the organization of the most popular commercial structures, namely a closed joint-stock company and a company whose liability for debts is limited by the size of its authorized capital.
But in 2009, the legislation changed, and since then the procedure for selling such companies has been greatly complicated. Therefore, businessmen began to register newly created companies and firms as closed joint-stock companies.
What is the similarity between a closed joint-stock company and a company whose liability for debts is limited by its authorized capital? Let us examine in more detail the differences, as well as the pros and cons of LLC and CJSC. Firstly, both companies are commercial structures, with the division of their authorized capital into parts in accordance with the number of founders of a particular company of one of the two above types.
Second, legally required minimum size their authorized capital is exactly the same, and amounts to ten thousand rubles.
Thirdly, the owner of the property of both types of society, regardless of whether it was formed at the expense of the contributions of its founders and other participants or appeared already in the course of economic activity, is the society itself, and not its participants (founders ).
Fourthly, both CJSC and LLC have only their own Charters as a constituent document, and the law does not require any information about their founders to be provided in this document, nor does it require an indication of their total number.
Fifthly, when registering a company of both types, its founders draw up an agreement on the creation of a new commercial structure, which does not have the legal force of a constituent document.
Sixthly, both CJSC and LLC can be created by only one person, who is called the sole founder.
Seventh, the founders of both types of society can only be citizens, only existing commercial and other structures, or both.
Eighth, the law provides the participants of both CJSC and LLC with the right to be informed about the state of affairs of the respective company, the right to familiarize in the prescribed manner with the summary documents of its accounting, the right to jointly distribute the income received by the company, and upon completion of the liquidation process, the right to receive part of the property of a CJSC or LLC in kind, or its value in money.
Ninth, for the debts of both CJSC and LLC, its participants bear exclusively additional, or so-called. subsidiary liability, i.e. they must pay them only if the property and means of such a society itself are not enough to pay them off.
CJSC and LLC differ from each other only in the way a participant withdraws from its composition. Legally, there is no possibility for shareholders of closed joint-stock companies to withdraw from them: they can only sell or donate their shares.
With their alienation, the membership of the participant who parted with these securities in the corresponding CJSC is also terminated. Participants in an LLC, which do not issue any securities, donate or sell their shares to withdraw from its composition. That is, the whole difference lies in the fact that in the first case we are talking about shares that can be issued both in the form of a document (printed) and in non-documentary form, and in the second - about shares, the presence of which is confirmed only by the relevant records.
From the site: https://wikilaw.ru/biznes/chem-otlichaetsya-ooo-ot-zao/
What is the difference between PJSC and JSC
Among the variety of existing organizational and legal forms of legal entities, the name "Open Joint Stock Company" differed from others in that it was the most understandable.
Joint-Stock Company" - means that the participants of this association are the holders of the shares of this enterprise, which they bought or otherwise acquired in their ownership. Open" as opposed to "closed" - means that these shares can be traded in the public domain, i.e.
From September 1, 2014 of the Russian Federation No. 99-FZ dated 05.05.14, which amended the Civil Code, in particular the names and content of certain legal forms of ownership.
The name PJSC - Public Joint Stock Company - was assigned by the above-mentioned law to the same OJSC. It's just that the legislator excluded the concept of "open" (JSC) and "closed" (CJSC) joint-stock company. This means that PJSC differs from OJSC in that it is, in fact, the new name of the same association of shareholders. OJSCs will continue to exist for some short time before changes are made to their charter. Further they should be defined and become "public". The law introduces the concept of "public" and "non-public". "Public" implies the same free circulation of shares and bonds of a given company.
Amendments were adopted in the new law, which increased the requirements for the regulation of certain aspects of the activities of PJSCs, in contrast to OJSCs.
In addition to the fact that the signs of PJSC are considered to be an open placement of shares and bonds, their admission to exchange trading, the company must also justify the name "public". What does it mean? PJSC will pursue a more open information policy: hold shareholders' meetings more often, allow inspections, etc. Before the adoption of the new law, a legal entity with the organizational and legal form of OJSC was obliged to hire a lawyer or legal organization to accompany their activities.
Now it will be necessary to use the services of special registrars to maintain the register of shares, decisions of shareholders' meetings will have to be certified by a notary or a registrar. The requirements for auditing are also growing.
From the site: http://www.ami-tass.ru/news/chem-otlichaetsya-pao-ot-oao.html
What is the difference between a public joint stock company and a joint stock company?
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) added a number of new articles to the Civil Code of the Russian Federation. One of them, Art.
66. 3 of the Civil Code of the Russian Federation, introduces a new classification of joint-stock companies. CJSC and OJSC, which have already become familiar, have now been replaced by NAO and PJSC - a non-public and public joint-stock company. This is not the only change.
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. For PJSCs established before 09/01/2014, whose company name contains an indication of publicity, 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 convertible securities in them.
What is the difference between a public joint stock company and an open
Consider the difference from OJSC public joint stock company. 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 a public company has the right to apply to the Central Bank of the Russian Federation with an application for exemption from it. Public and non-public societies can take advantage of this opportunity, but it is for public ones that release 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. A public joint stock company is obliged in all cases to be guided only by the Federal Law "On Joint Stock Companies" dated 26.
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 are always obliged to delegate this task to specialized organizations that have a license. 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
For an OJSC, the board of directors was a mandatory body only if the number of shareholders of the company was more than 50. Now a collegial body with at least 5 members is an integral part of the PJSC. You can learn how to draw up a regulation on such a body from the article Regulation on the Board of Directors of a JSC - a sample.
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 a PJSC is an open list of possible 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.
- The status of participants and the decision of the general meeting in PJSC must be confirmed by a representative of the organization-registrant. The NAO has a choice: you can use the same mechanism or contact a notary.
- A non-public joint-stock company is still entitled to provide in the charter or corporate agreement between shareholders the right to preemptive purchase shares. For a public joint-stock company, such a procedure 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 control. If all shareholders (participants) participate in the corporate agreement, then many issues related to the management of the company can be resolved through changes not in the charter, but in the content of the agreement.
In addition, 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 of a public joint stock company, it is required to make changes to the statutory documents. 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;
- priority right shareholders to buy 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 JSCs, signs of publicity and non-publicity now apply to other organizational forms of 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 PJSCs carry out foreign trade operations, the question arises: how should they now be officially called in English?
Previously, in relation to OJSC, it was used English term open joint stock company. By analogy with it, the current public joint-stock companies can 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 take into account the difference in the legal terminology of English-speaking countries. So, 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 the 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).
From the site: https://rusjurist.ru/akcionernye_obwestva_ao/publichnoe_akcionernoe_obwestvo/v_chem_otlichie_publichnogo_akcionernogo_obwestva_ot_oao/
Comparison of LLC and JSC
| Limited Liability Company | Category | Joint-stock company |
| A limited liability company (the generally accepted abbreviation LLC) is a business company created by one or more persons, the authorized capital of which is divided into shares; Members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, to the extent of the value of their shares in the authorized capital of the Company. | concept | A joint stock company (hereinafter referred to as JSC) is recognized commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the Company's participants (shareholders) in relation to the Company. |
| To establish an LLC, it is sufficient to follow the procedures for making decisions by the founders on the issues of establishing an LLC (making a decision, signing the Foundation Agreement, approving the Charter, forming management bodies, etc.) and then going through the procedures for creating an LLC in the registration authority. | Establishment of a legal entity | When creating a JSC, after registration procedures (similar to the establishment of an LLC), it is necessary to go through additional stage– initial placement of shares (issue). |
|
Governing bodies |
|
| The founders/participants may provide in the Charter of an LLC for the possibility of making property contributions by them without changing the size of the authorized capital and the shares of participants. The charter of an LLC may provide that such property contributions may be made disproportionately to the size of the shares of participants. | The procedure for financing activities | It is impossible to make property contributions to a joint-stock company without increasing the charter capital (with additional issue procedures). |
| I act in relation to LLC General requirements to legal entities in compliance with the legislation of the Russian Federation. | State control | JSC activities are controlled by the FFMS, including:
|
| In an LLC, the procedure for increasing the charter capital contains the need to make a decision, make appropriate contributions and register changes to the Charter with the registering authority. | Increase the authorized capital | The procedure for increasing the authorized capital, in addition to registering amendments to the Articles of Association, contains the need to comply with the procedures for an additional issue of shares, which may take a total of more than six months. |
|
Reserve and other funds |
|
The sale of shares of participants requires mandatory notarization and subsequent notification of the registering authority about the changes that have occurred in the composition of the participants in the LLC. It should also be noted that:
|
Sale of shares/shares | The sale of shares is carried out only through the register of shareholders, which can be maintained both by the JSC itself and by a specialized participant in the securities market.
|
| The law allows the founders to provide in the Articles of Association the right to leave the LLC at any time with the receipt of the actual value of the share in the manner prescribed by the Articles of Association. | Withdrawal from the membership of a legal entity | The law does not allow at any time to terminate the participation of a shareholder in a joint-stock company without the procedure for selling their shares. |
From the site: http://www.yurprestizh.ru/sravn
COMPARISON OF A LIMITED LIABILITY COMPANY (LLC) AND JOINT STOCK COMPANIES (ZAO AND OAO)
Zezekalo Alexander Yurievich
cand. legal Sciences, Associate Professor, KSU, Abakan
A limited liability company is economical society whose authorized capital is divided into shares of certain founding documents sizes. The LLC participants are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their contributions.
A joint stock company is a company whose authorized capital is divided into a certain number of shares; participants in a joint-stock company are not liable for its obligations and bear the risk of losses associated with the activities of the company, to the extent of the value of their shares.
Joint-stock companies and limited liability companies have much in common.
However, an LLC is a simpler legal form than a CJSC. A limited liability company is the most suitable form for creating a legal entity with a small number of founders. A joint stock company assumes a more complex management structure than a limited liability company, despite the fact that it is possible to register a CJSC even with one founder.
Registration of an LLC is cheaper (in particular, because it does not involve registration of an issue of shares).
Most significant features An LLC, which distinguishes it favorably from a CJSC, is: a fairly simple procedure for creating a limited liability company, involving the preparation of a package of documents established by law and sending it to the tax authority.
Unlike the creation of a CJSC, which also requires the registration of a share issue, the process of creating an LLC is formally completed. It remains only to register a new legal entity with various funds and open a current account in a suitable bank.
Another advantage of a limited liability company is the protection of the property interests of LLC participants. Each of the participants may at any time withdraw from the Company, demanding payment of the actual value of its share or allocation of a share in kind. But, there is one important point here.
Such a free policy is not always beneficial for the interests of the Company itself in particular, and business in general, for which it can be dangerous. In addition, the Company does not always have free cash to pay for the share of the withdrawing participant, therefore, in order to satisfy the demand of the latter, the Company has to say goodbye to part of the property necessary for the operation of the LLC. Therefore, a Limited Liability Company is traditionally considered a form of a “family” business, in which there are exclusively trusting relationships between the founders, and guaranteeing that there may not be a division of property;
From the point of view of the possibility of doing business, obtaining licenses for a particular type of activity, certification of products, etc., LLC and CJSC factors are also equal.
The measure of property liability of LLC participants and CJSC participants (shareholders) is also the same: LLC participants (CJSC shareholders) are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of their contributions to the authorized capital (respectively for CJSC - owned them shares).
Separately, it should be said about the possibility of a participant leaving the company. For a participant (shareholder) of a closed joint-stock company, the law does not provide for the possibility of withdrawing from a CJSC.
A shareholder of a CJSC may terminate participation in it only by selling or otherwise transferring his shares to other shareholders, the company itself, or a third party, or after the liquidation of the company. As for the LLC, until July 1, 2009, the founder (member) of a limited liability company had the right to withdraw from the company at any time, regardless of the consent of the other participants, while he was to be paid the value of a part of the LLC's property corresponding to his share in the authorized capital. Since July 1, 2009, the possibility of a participant's withdrawal from an LLC is significantly more difficult - now a participant can also withdraw from an LLC, but only by alienating (essentially selling) his share to the company.
Such tightening of legislation regarding the possibility of a participant leaving an LLC, on the one hand, makes a limited liability company more reliable and stable, insuring against an unexpected situation when an LLC participant who decides to leave it puts the enterprise on the verge of bankruptcy, since the company's assets may not be enough to continue its business activities after payment to the withdrawing participant.
From July 1, 2009, any transactions for the alienation (sale, donation, assignment in any other way) of shares in the authorized capital of an LLC can only be concluded in a notarial form.
The person alienating the share and the acquirer of the share must jointly visit a notary and certify the agreement concluded between them.
After notarization, the documents confirming the change of ownership of the share are submitted to the tax authority for state registration. It is not easy to certify a transaction with a notary - for this you need to collect a solid package of documents (read more about this here))
