In the early 90s, entrepreneurship began to take shape in Russia, which adjusted to modern rules business.
The process of the emergence of joint-stock companies in Russia dates back to the beginning of privatization.
The concept of joint-stock companies
A joint-stock company is an organization with an authorized capital formed by issuing shares with the same nominal value. Persons owning shares of the company (hereinafter referred to as shareholders) are not liable for the resulting debts of the company, their risk is limited only to losses incurred within the value of the shares.
The activities of the established joint-stock company are regulated by federal laws and the civil code of the Russian Federation. In practice, this form of legal entity is often used for large and medium-sized businesses.
Kinds
Until 2014, joint-stock companies were divided into open and closed forms.
In September 2014, government authorities abolished these concepts, considering them incorrect, instead of them, the concepts of a public and non-public joint-stock company were introduced. 
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Definition of public and non-public companies
Public joint-stock companies form the authorized capital at the expense of shares, or by converting fixed assets into shares.
The turnover of the shares of such a company must comply with the law on valuable papers oh RF. In accordance with the new requirements, the name of the company must mention publicity.
Non-public companies include. Their activities were not affected by the amendments, and they were not re-registered, unlike public ones.
Characteristics of PAO
Authorized capital
The size of the authorized capital is determined by Federal Law 208, which fully reveals the features of the activities of joint-stock companies.
Public societies form authorized capital by issuing shares for a certain amount of cash. In the process of doing business, the size of the authorized capital may decrease or increase, depending on the redemption of shares and their additional issue.
The legislation provides minimum size the authorized capital of PJSC - 1000, converting it into a monetary equivalent of 100,000 rubles.
Charter
The charter of a PJSC reflects the main provisions of the company's activities, and information about its openness is mandatory. The procedures for issuing shares, their entry to the stock exchange are touched upon in more detail, and the procedure for accruing and paying dividends by a shareholder is also indicated.
The charter may provide for public companies the procedure for converting shares into and vice versa.
Property and shares
The formation of property, as well as funds of a public joint stock company, is carried out through the sale of the company's shares on the market, at the stage of its creation.
In the course of activity received, it can also be included in the composition of the company's property. 
The main governing body of PJSC is General Meeting of Shareholders, which is collected no more than once a year at the initiative of the board of directors. If necessary, a meeting is held at the initiative of other participants of the public joint stock company (auditors, audit commission).
Often, the number of PJSC shares is quite large, and therefore it is impossible to gather all the shareholders of the company in one place, and it will be difficult for several hundred people to agree on one decision. Therefore, there are two ways to solve this problem:
- Limitation of the number of shares that can participate in the held meeting of shareholders.
- Conduct absentee voting by sending sheets with polls.
The concept is present in PAO controlling stake which is 50% plus 1 share.
At the meeting of shareholders, strategically important decisions are made on the development of the company's activities in the future. Between periods of meetings, the management of the company is transferred to the board of directors. In large organizations, their number reaches from 7 to 12 people.
Form and methods of management
Main forms of government joint-stock company in Russia have been integrated from foreign legislation.
In the legal norms of the Russian Federation today there are 4 types of them:
- General Meeting of Shareholders;
- Board of Directors;
- sole executive agency (CEO);
- collegial executive body;
- audit committee.
From these types, 4 forms of management of a public joint-stock company are formed.
Full 3-step form, includes all types of presented forms of management. This is followed by an abbreviated 3-step form, which excludes the collegial executive body.
A 2-stage form is also presented, which excludes the board of directors, and the sole and collegial executive body follows from the general meeting. The final form is an abbreviated 2-stage one, in which the general meeting of shareholders is followed only by the sole executive body.
Activities
As a type of activity for a PJSC, any one enshrined in the legislation of the Russian Federation can be chosen. There can only be one main.
If the activity requires availability, then it is possible to obtain it only after passing the registration procedure.
How the annual report is formed
New legal requirements oblige public joint-stock companies to generate reports that posted on official sources of companies.
The annual financial results of companies are subject to verification, which is the responsibility of audit companies.
The main distinguishing features of PJSC and NAO are discussed in the following video:
Characteristics of a non-public joint-stock company
Authorized capital
According to legislative norms, the minimum for NAO is 10,000 rubles. it can be formed both at the expense of making money, and at the expense of property.
Property for accounting as an investment in the authorized capital is subject to an independent assessment.
Charter
Before registering non-public society is drawn up not only on the basis of which the company will operate throughout the entire period of existence, but can also be drawn up by a corporate agreement between the founders.
Both documents provide an opportunity for owners to make decisions regarding the scope of powers of shareholders, to determine the procedure for meetings of the Board of Shareholders.
Members and Shareholders
Only the founders, who in turn act as shareholders, can participate in the NAO, since the shares do not extend beyond this circle of persons.
The number of shareholders is limited to 50 people, if the number exceeds this figure, the company is subject to re-registration.
Ways of leadership
To manage a non-public joint stock company, general meetings of shareholders are held, the decisions made during it are notarized, or they receive certificates from the person who conducts the procedure for the counting commission. 
Activities
The laws of Russia in relation to non-public joint-stock companies do not provide for prohibitions on their type of activity, except for those that are not prohibited at all. At its core, a NJSC is an LLC, CJSC and OA that have not issued shares on the exchange market.
Formation of annual reporting
The legislation does not provide for the publication of annual financial results activities, since this data is necessary for investors to make decisions, and in this case, they are the founders, who already have access to the company's reports.
Comparison
To illustrate the differences between a public and non-public joint-stock company, we present their comparison in the table:
| Comparison options | Public societies | Not public societies |
|---|---|---|
| Share issue | Promotions are distributed among an unlimited number of persons | Only a certain circle can purchase shares |
| Circulation of shares in circulation | Not limited | Shareholders have advantages in acquiring shares |
| Company reporting | Annual reports are published, it is necessary to be more authentic | Not provided by law |
| Authorized capital | 100 000 rubles | 10 000 rubles |
| Number of shareholders | from 1 to infinity | from 1 to 50 |
The procedure for the transformation of CJSC and OJSC into PJSC NAO and LLC
In the process of forming a business, an important point is to determine the organizational and legal form of the company. Since the choice of organizational forms is quite wide, many people think about what advantages each direction opens up for the company. Consider the most large-scale forms of organizations - a society with limited liability(LLC) and public Joint-Stock Company(PAO). What is the difference between LLC and PJSC?
Features of PAO
PJSC is a joint-stock company of a public type. Its shareholders have the right to dispose own shares at its discretion without restrictions (buy, sell, transfer). One shareholder can own any number of shares. Membership of the company is not limited. It is formed depending on the volume of issued securities.
The advantages of PJSC are the features of the formation of the authorized capital during registration. A fixed amount is not deposited to the company's account - the funds are credited to the balance as a result of the turnover of issued shares. Information about the activities of PJSC is in the public domain, and any individual, if desired, can become a new shareholder of the company.
The advantages of PJSC are the features of the formation of the authorized capital during registration.
The nuances of creating an LLC
Can legal or individuals, and the number of participants is limited - no more than 50 people. The authorized capital of the company is formed by the constituent documents, and its fund consists of the shares of the owners. The minimum authorized capital is 10,000 rubles. The property of the LLC is distributed among the owners, and everyone can at any time their share or demand its payment from other participants.
They do not own securities - they inject funds into the company in a fixed amount. This allows faster than in joint-stock companies of a public type.
Advantages and disadvantages
In general, an LLC is preferable for running small and medium-sized businesses. PJSC has a more complex organizational form, but has a high status in the business world and attracts more investors. The difference between an LLC and a PJSC lies in the formation of the authorized capital, in reporting, publicity and the rules for maintaining the register of participants.
The main differences between these organizational and legal forms are considered in the table:
| OOO | PAO |
| consists of the formed shares of participants. | Capital forms the turnover of securities in the market. |
| The number of founders is strictly regulated. | The composition of shareholders is not limited and may vary depending on the volume of issued shares. |
| A participant may be expelled from the company by a court decision. | The shareholder independently determines the duration of his participation in PJSC. |
| Decisions regarding the activities of the LLC are made on. The consent of the majority of the founders is taken into account. | Votes are counted by shares. |
| Authorized capital - not less than 10 thousand rubles. | The authorized capital is not less than 1000 minimum wages. |
| An audit is not required. | PJSC is obliged to conduct an audit annually. |
| Information about the company's activities is included in the Unified State Register of Legal Entities. There is no public reporting of activities. | PJSC places information and reports of the company in the public domain for the public. |
| The issue of shares is prohibited by the Charter. | The issue of securities is obligatory. |
| The distribution of profits between the participants is stipulated in. | The amount of profit of each participant depends on the value and number of shares acquired by him. |
Eventually
It is impossible to single out one of the organizational and legal forms as the best. An LLC is suitable for small and medium-sized businesses, requires less investment and is not public. PAO is suitable for the formation of large-scale organizations seeking to gain a solid reputation. PJSC is open to the company in order to attract shareholders. However, its capital is more difficult to form than in an LLC, since the issue of securities is an expensive procedure.
Each of the organizational forms has its pros and cons. Which of them is most suitable for business, the founder decides, based on his experience, the nuances of forming and managing a company.
People who are not familiar with the intricacies of Russian legislation often ask the question: “What is a PJSC? What is this strange abbreviation? It is easy to understand people - they are not yet accustomed to new paradigm, in which legal entities have recently existed, although people are increasingly encountered with this abbreviation.
Many large Russian companies of the level of Gazprom and Aeroflot, INTER RAO and Sberbank, Rosgosstrakh and MTS have already acquired a postscript in their official names - PAO. This “subscription” means a Public Joint Stock Company - this is exactly the decoding of the word PAO, which is incomprehensible at first glance.
Where did this name come from, because it had never come into view before? What has changed in connection with such renaming? Let's deal with everything in order.
What is PAO
What has changed in the legislation?
In September 2014 in Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), as part of a radical reform of civil legislation, extensive changes were made to the section relating to legal status legal entities.
Instead of the organizational and legal forms “Open Joint Stock Companies” and “Closed Joint Stock Companies” (“OJSC” and “CJSC”, respectively), which have become so familiar, new ones appeared - “Public Joint Stock Companies” and “Non-Public Joint Stock Companies” (respectively - “PJSC” and NPAO). Organizations that belong to NPAO can be referred to simply as "JSC" - a joint-stock company.
The authorities explained the need for such fundamental changes by the need to get closer to the norms of European corporate law, which has long operated in its legislation with just such definitions.
Legal nature of a public legal entity
So, "PJSC" stands for "Public Joint Stock Company".
The full name of the organizational form emphasizes the openness and publicity of the company created under its banner.
By their legal nature, PJSCs are closer to OJSCs, and JSCs are closer to CJSCs. Only public companies have the right to free and unlimited distribution of shares on the market, which compares favorably with non-public companies - PJSC has a much greater opportunity to attract investors by offering a share in the authorized capital of the organization in return.
At the same time, the number of shareholders in a public company is not limited by anything. Shareholders can be at least a million pieces! Or maybe just one person!
People will ask themselves a question - if the law is changed, then why are many joint-stock companies still called "JSC" and "CJSC"?
The fact is that the law that amended the Civil Code of the Russian Federation does not oblige everything now existing organizations momentarily change the name. This can be done with the next change of bylaws, which will happen in the working order.
That is, all legal entities that are being created now - they can only become "Public" and "Non-public", and companies created before the change in the law can continue to be "Open" and "Closed" for the time being. However, gradually both of these organizational forms will become a thing of the past, as firms re-register their charters.
It has already been noted above that PJSCs are the closest to the previously created OJSCs. At the same time, it is completely wrong to assume that these organizational forms are absolutely identical in nature. It's not, there are differences. The difference, of course, is visible primarily to professional lawyers, and from a legal point of view, it is very significant.
What is the difference between PJSC and OJSC
What will change in the activities of companies?
The differences between the "new" legal form and the "old" one can be traced in the changed approach to the nature of the formation of the authorized capital and the organization of the activities of the company's management bodies.
For employees of such enterprises that have issued labor Relations with OAO, and then it suddenly became PAO, nothing will change - there is absolutely no need to worry about this.
The only thing that will change for an ordinary worker is an entry in work book, which will reflect that the name of the employer has changed. Only and everything.
Good to know: nothing will change for consumers of PAO goods and services.
If Rostelecom has become a public organization, this does not mean that the telephone service will somehow change. The subscriber will definitely not notice the difference. If KAMAZ has become a public company, then this will not affect the characteristics of cars either. The fact that they are now called in a new way does not exactly affect the main activity.
Legal differences between PJSC and JSC
From a purely legal point of view, such differences are reflected in the following:
- For an OJSC, such a management body as the Board of Directors was mandatory only in cases where the number of shareholders of such a company exceeded 50. In other cases, it could not be created. For a PJSC, the Board of Directors is obligatory in any case, regardless of how many persons own the shares. The minimum number of Council members is
5 people. Based on practice, this governing body is very useful - it allows you to more quickly take management decisions. If there is no Council, then most decisions are taken by General meeting shareholders. And while you collect it and hold it, a lot of time will pass, because the process of convening and preparing meetings of shareholders is strictly regulated (hereinafter referred to as the Federal Law "On Joint-Stock Companies"). A meeting of the Board of Directors is much easier to hold. - The charter of an open joint-stock company could provide that existing owners of securities have the right of first refusal to purchase new additional issues for securities. In PJSC, no references to the charter are allowed - everything is only within the framework of the Federal Law "On JSC". If the law says that the pre-emptive right to acquire shares of additional issues from existing shareholders arises, then it means that it is so. No more clauses in founding documents.
- All OJSCs were required to disclose information about the activities of the company ( financial statements, annual reports on the results of activities, information on holding meetings of shareholders, etc.). Such a requirement was imperative, i.e. unconditional for execution. In case of non-disclosure of something, administrative liability was envisaged. Russian companies paid many fines for non-disclosure or late disclosure of information. For PJSCs, the law opens up a previously unseen option - now a public economic entity has the right to apply to central bank(to the securities market regulator, also referred to as the Bank of Russia) with a declaration of exemption from disclosure. And if the regulator considers that exemption is possible, then PJSC will be released from this very burdensome duty.
- Previously, the OJSC was not required to certify the decision of shareholders' meetings. The owners could get together, draw up all the decisions in a protocol, and that's it - the decisions are valid for everyone. Now the law has introduced an additional procedure for mandatory certification (confirmation) of decisions taken by shareholders. Without certification, decisions will be considered invalid. For a PJSC, such a guarantor of the legality of the meetings held will be the registrar - a specialized organization that maintains a register of the company's shareholders. By the way, earlier the maintenance of the register of shareholders in some cases was allowed by the company itself. Now - only through the registrar.
It is important to know: for all currently existing OJSCs that have not yet managed to change the organizational forms abolished by law to new ones, the rules applicable to PJSCs apply.
If open society becomes non-public, then the rules applicable to non-public organizations will apply to it. If the OJSC becomes a PJSC, then it, accordingly, will confirm the application to itself of all the obligations and advantages of a public company.
If we talk in general about the regulation of public legal entities, then the law in relation to them is predominantly imperative - strict rules are applied to such companies that do not allow deviating from them and prescribing other methods of regulation in the charter. Only non-public organizations have this luxury.
Creation and registration of PJSC
Why create a public company
Creating a joint-stock company is a rather troublesome and difficult task.
For start-up entrepreneurs, especially those who start their own business, it is absolutely useless to create joint-stock companies.
It will be quite enough to limit oneself to the creation of a Limited Liability Company (hereinafter referred to as LLC), or simply to obtain the status of an individual entrepreneur.
Think about creating joint stock company it is necessary only in those cases when the businessman consciously understands the need for this.
If the number of your business partners has exceeded 50 people (this is the upper limit of participants for an LLC), or your business plans are so grandiose that you want to bring your company's shares to the financial markets in order to attract even more investors to your project, then, of course, you can think about creating a PAO.
Whatever the intentions, the creation of any joint-stock company consists of a number of procedures defined by law.
Stages of creating a Public Joint Stock Company
Preparatory stage
At this stage, the founders must resolve a number of fundamental issues of creating a legal entity:
- prepare draft documents required for registration (creation agreement, agreement with the future director);
- prepare a draft charter (containing the name, structure of the governing bodies and their duties, etc.);
- prepare lists of candidates for management bodies (we remind you that the Board of Directors for a public company is mandatory and it must consist of at least 5 people);
- decide on the candidacy of the director, request information from the Federal Tax Service about the disqualification of this person (there is an administrative sanction according to which a person cannot hold positions in management bodies). The director may also be elected from among the founders.
Holding a meeting of founders
On this stage it is necessary to document all decisions made regarding the issues of establishing a company.
Based on the results of the meeting, a protocol is drawn up, which reflects the will of the founders on the following points:
- create a legal entity;
- register its charter;
- elect governing bodies;
- determine the procedure and terms for contributing the authorized capital (for a public joint-stock company, it must be at least 100,000 rubles - this is the minimum amount that will ensure the rights of creditors);
- resolve other issues related to the establishment of the company.
State registration of a legal entity
The provision of services for the state registration of legal entities is carried out by the Federal Tax Service (hereinafter referred to as the FTS).
All previously prepared documents (charter, minutes of the meeting, receipt of payment of state duty and other documents), together with a special application in form 11001, must be submitted to the Federal Tax Service.
If all documents are drawn up correctly, the Federal Tax Service will register the company, enter information about it in the Unified State Register of Legal Entities (EGRLE). From this moment on, the legal entity will be considered created.
If the Federal Tax Service finds grounds for refusing registration, for example, errors are found in the documents, the state duty is paid in the wrong amount, then the entire registration procedure will have to be started anew.
Registration of legal relations with the registrar
As previously reported, a registrar is required for a joint-stock company - an organization that will take into account who is the company's shareholder, who acquires or alienates shares, and also performs a different range of issues related to servicing the legal entity.
It is necessary to conclude an appropriate agreement with the registrar and provide all the necessary information about the registered company and the authorized capital of such a company.
Registration of the issue of shares in the Bank of Russia
After registering the company, it is also necessary to register the issue of shares with the securities market regulator. To do this, it is necessary to provide the Central Bank with a package of documents in accordance with the Issue Standards.
As you can see, the procedure for creating a PAO is quite complicated.. However, now there are a large number of firms that will help in the creation process for a fee.
A public joint stock company is commercial organization and it is created to profit from its activities. Such a society can be engaged in absolutely any kind of activity, of course, except for those that are prohibited by law.
The owners of a public company can be both the state and private individuals. A mixed form of ownership is also allowed.
The main feature of this organizational and legal form is the unlimited number of shareholders, as well as the free circulation of shares on the market, when shares, without any restrictions from other shareholders, freely pass from one owner to another.
We hope that after reading this article, the name of PJSC will not cause you any questions - now you know exactly what this abbreviation means, as well as what features public companies have.
Watch the video in which the specialist explains the features of PJSC registration:
On September 1, 2014, a new state reform was implemented. The legislator divides all societies into public and non-public. The main factor influencing differentiation was the fact that an unlimited number of investors were involved in the circulation of shares. If the shares are placed by open subscription, they are traded on the stock exchange, then the organization is considered public, if not - non-public. Such changes in legislation were necessary for the legal regulation of their activities. We will consider the essence of the concept, the features of the opening, the specifics of the work of public companies and answer the question that is relevant for entrepreneurs: “PJSC - what is it?”.
What is PAO?
On September 1, 2014, amendments to the Civil Code concerning the activities of legal entities entered into force. This date marks the liquidation of CJSC, LLC and the start of new organizational forms of management entrepreneurial activity- PJSC (decoding: public joint stock companies), JSC, LLC (non-public joint stock companies).
Prior to changes in legislation, large corporations and small organizations worked under the same scheme legal regulation. If a small organization had even two shareholders, the management was obliged to transfer powers by creating a board of directors or organizing a meeting of shareholders in certain deadlines, choose an auditor who, in fact, controls his actions and protects his interests. The amendments introduced improved the law and leveled the need for organizations to comply with its requirements only formally due to the global discrepancy between legal and economic models.
Basic differences between PJSC and JSC
Name | ||
Method of placement of shares | Securities are converted by open subscription and circulated publicly in accordance with the law | Closed subscription, shares and securities are not publicly traded |
Maintaining the register of shareholders | Obliged to provide | Not obligated |
Who confirms decision making | Registrar | Registrar or notary |
Alienation of shares | It is impossible to provide for the possibility of alienating the share | The charter may provide for a provision on the alienation of shares |
Preemptive acquisition of shares | Allowed |
More stringent requirements for PJSCs are due to the need to strictly protect the rights of a large number of investors. On the other hand, JSCs have a greater choice of control mechanisms.
PAO: discovery. Algorithm
1. business plan.
2. Organization of a public joint stock company.
After the decision to establish a public joint-stock company is made at the constituent meeting or individually, the shareholders conclude a written agreement.
3. Conclusion of the founders' agreement.
It will regulate the activities of the company, the size of the authorized capital, types of securities, the procedure for their payment, the rights and obligations of the parties.
4. State registration of PJSC.
What is this process and what are its goals? The company is registered by the Inspectorate of the Federal tax service RF, guided by the Federal Law of March 21, 2002 N 31-FZ. A state fee is required for the service, the details must be specified at the selected inspection department. Registration is necessary for the conduct of legal activities and state control. The founder needs to prepare the following documents:
- statement;
- 2 originals of the charter of the company;
- founding agreement, protocol;
- receipt of payment of the fee;
- documents to the legal address (notarized copy of the certificate of ownership, letter of guarantee the owner of the premises where the company will be registered).
How to register shares of a public company
A separate nuance is the registration of the issue of shares of PJSC Russia. The founder needs to prepare additional papers for their legalization. They must be submitted within a month from the date of state registration of the company. Otherwise, you will have to pay a fine in the amount of 700 thousand rubles. Also, this procedure is carried out in case of an increase in the authorized capital, an additional issue of shares, involvement of third parties, reorganization of the company.
OJSC, PAO do not mean different organizations, the goals of their activities have not changed, only its format has changed. CJSC, OJSC were reformed into public, non-public companies, limited liability companies (LLC) in order to improve their work model.
Opening of a PAO branch. What does it provide
The chapters of the Federal Law No. 208-FZ, as amended on June 29, 2015, “On Joint Stock Companies” gives it the right to create its representative offices and branches, guided by the Civil Code of the Russian Federation, federal laws. The PJSC branch is its full-fledged independent branch and operates on the basis of a legal power of attorney.
Features of the activities of public joint-stock companies
- The number of shareholders is not limited.
- Shares circulate on the market publicly and without restrictions.
- The authorized capital is formed by issuing securities (shares), the minimum amount is 100,000 rubles.
- No need to enter cash V authorized capital before company registration.
- Responsible for obligations with its property (but not in the case of obligations of PJSC shareholders). Opening a company automatically gives shareholders rights and obligations.
- Important information about the activities of the company is in the public domain (report data, financial statements, articles of association, decision on
Work organization
The management links are in the hands of the general meeting of shareholders, but it cannot consider issues and approve decisions that are outside its competence (the list of issues regarding which decisions can be made is fixed in federal law"On joint-stock companies"). The current activities are controlled by the executive body - the general director, the board, the directorate. He reports to the board of directors regarding the activities of the company. The latter must select the auditor of the company to conduct and control the financial and economic segment. The General Meeting of Shareholders is mandatory to convene once a year. OJSC, PJSC, although they underwent reorganization, innovations in the legal segment, they largely retained the algorithm of registration and work.
Amendments to the Civil Code on September 1, 2014 made it possible to create a legal model that meets the real needs of entrepreneurs. One of the most convenient and effective forms of organization of the company's work is PJSC. The transcript reflects the essence of its public Objective answer to the question "PJSC - what is it?" will provide an opportunity not only to organize a successful enterprise, but also to correctly determine your business segment.
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