Joint-stock company is a corporation with authorized capital divided into certain number of shares; joint-stock company makers (shareholders) do not respond for company obligations and bear risk of the losses connected with the activity of a company within the cost of their shares.
The shareholders who did not pay up the shares fully are jointly and severally liable for obligations of joint-stock company within the unpaid capital.
Legal status of joint-stock company and rights and duties of shareholders are defined according to the Civil Code and the law on joint-stock companies.
Features of legal status of joint-stock companies set up by privatization of state and municipal enterprises are also defined by the laws and other legal acts on privatization of enterprises.
Features of legal status of credit organizations set up in the form of joint-stock companies, the rights and duties of their shareholders are also defined by the laws regulating the activity of credit organizations.
Open joint-stock company
Joint-stock company which makers can alienate their shares without consent of other shareholders is the open joint-stock company. Such joint-stock company has the right for open public subscription for issued shares and their sale according to the law and other legal acts.
The open joint-stock company is obliged to publish annually the annual report urbi et orbi, the accounting balance, the account of profits and losses.
The incorporators of joint-stock company conclude the contract defining a procedure of joint activity on setting up the company, the authorized capital rate, a category of issued shares and the order of stock floatation, and also other conditions stipulated by law on joint-stock companies.
The contract of joint-stock company setting up is made in writing.
When OJSC registration the following points should be considered:
- Shareholders have the right to alienate their shares without any consent of other shareholders and a company.
- Open joint-stock company is the legal entity and has a separate estate in the property considered in entity accounting and can become on its own behalf the owner and carry out property and personal non-property rights, bear responsibility, to be the claimant and the respondent in court.
- OJSC has the right for open public subscription for issued shares and sell them under conditions established by the law and other legal acts.
- OJSC has the right for closed public subscription for issued shares, except for cases when closed public subscription is limited by the charter of company or requirements of legal acts of the Russian Federation.
- OJSC bears responsibility for all its obligations by all its property, but does not respond for obligations of the shareholders.
- Shareholders do not respond for OJSC obligations and bear risk of the losses connected with its activity within the cost of their shares.
- The number of shareholders in the open joint-stock company is not limited.
- Establishing neither of the right of priority of a company nor its shareholders in acquisition of the shares alienated by shareholders of this company is not supposed in OJSC.
- OJSC is obliged to publish annually the annual report urbi et orbi, the accounting balance, the account of profits and losses.
- The OJSC Charter should contain information about company type, quantity, face value, a category of shares and type of the preference shares issued by a company, structure and the competence of management of a company and the order of making the decisions, about the rights of shareholders, an order of preparation of stockholders meeting and other provisions.
- The OJSC authorized capital is made of a face value of the company shares purchased by shareholders. The face value of all common stock of the open joint-stock company should be the same.
- Minimum authorized capital of the open joint-stock company should make not less than 1000 minimum wage rates.
The list of documents for registration of legal entity (LLC, CJS C, OJSC)
- The organization name (in Russian or foreign language, if necessary).
- For company promoters — individuals: passport x-copy, INN x-copy (if available), contact phone numbers.
- For company promoters — legal entities: x-copies of the certificate of registration and constituent documents (the Charter, the Constituent contract, the Minutes/Decision on the appointment of general director), the certificate on registration at tax administration and the letter of State Committee of Statistics (Goskomstat) on coding.
- Information about officials (the General director and the Chief accountant), including passport information and contact phone numbers, the Identification number of taxpayer INN (if available).
- Information about supposed kinds of activity (according to All-Russian qualifier of kinds of economic activities — OKVED).
- Location of the organization (the address).
- Information about the Company Authorized capital rate and a parity of a share of company promoters. If the Authorized capital is paid not by cash deposit (property), then the name and serial number of such property is indicated.