Law "On Business Associations" is the basic legal act determining the order of creation and activity of business entities in the Russian Federation lays the groundwork regulatory framework defining the position of shareholders and sets the principles and standards of behavior, and strengthens the rights of shareholders and ensure theirimplementation.The analysis of this legal act indicates that, unfortunately, it contains spaces and "weak" places, bringing not able to fully guarantee the protection of rights of participants in the JSC.Despite the undoubted merits of the document, it did not solve the problem of creation of effective mechanisms to protect the rights of business entities.
In recent years, scientists and practitioners in the functioning and activities of JSC discussed actively.
legal personality of various types of economic entities is characterized by the fact that their members are endowed with both the law of obligations, and corporate rights, including the right to examine the content of the constituent documents, the main of which are the Company Charter, the charter HSC CBM charter.
right of shareholders to such information, got its consolidation in Company Law, it is a "key" in the system of shareholders' rights as a guarantee of the protection and realization of other rights granted to shareholders.It stipulates the right and the Charter Company.A complete and truthful information enables shareholders to make conclusions about the performance of the company and its management, and can significantly affect the acceptance by shareholders of certain important decisions, such as the presentation of the society demands for redemption of shares belonging to shareholders, of making proposals for presentationdemands an extraordinary meeting, and others. Lack of informing shareholders could lead to a breach of the principle of equality in relation to the various actors of the company, and contrary to what the Charter stipulates LLC.
There is a need for special mention of the this document and how to approach to registration.Charter - a basic founding document, which can not be registered without the company and its discovery.From its content, quality, development depends on the legal status of the company, as well as regulation of the interactions and relationships between the parties.
According to the law, the Charter is approved by the institution at the time of the LLC and then registered in the appropriate executive authority.There is no law under the Charter of the sample, there is only approved templates.However, in various legal acts provide guidance to which provisions should be necessarily reflected in the Charter.Generalizing these disparate data can be represented by a generalized list of information required to be reflected in the Charter.This document must contain:
- information about the founders of LLC;
- the size of the authorized fund;
- details of shares of each of the members of the Company in the authorized capital;
- conditions for making contributions to the statutory fund;
- options and the degree of responsibility of LLC for failure to comply with the Charter;
- detailed information about the company's management and governing bodies;
- procedures and legal decision-making procedures for each type of issue, depending on the degree of its importance;
- information about the body, which is responsible for the reorganization of society and of the order of reorganization (liquidation);
- the procedure and the procedure for admission of new members, the order of withdrawal or expulsion of members Ltd;
- the algorithm of buying and selling shares of the statutory fund to third parties;
- the order of the participants of the information society on its activities.
Today is a legally enforceable right to information is largely declarative, because the legislation does not contain any real mechanisms of its implementation.On the shareholders' right to information can only speak in a clear case is enshrined in law and order conditions of its implementation and ensure its coercive power of the state.However, given the fact that the charters of many corporations, as a rule, do not regulate the scope and procedure for the provision of information or set is not clear enough, the relevant guidance of the Company shareholders are free to refuse providing the required information.
It should be noted that the Company Law present rules requiring them to specify the order in the charters of such information to the participants and the amount of it.But the assignment of addressing this issue to the conduct of joint stock companies is the actual provision of the possibility of abuse by major shareholders and top management of companies.
mechanism of realization of the right to information must be fixed in the law itself, and not only in the company's charter.Each shareholder, regardless of the amount of the share package, must know in advance to some of the documents subject to the legislation he has free access.
It is advisable that in the Law on Business Associations the right to receive information corresponded the duty of society to provide the shareholder, on request, the documents specified by the legislation for the storage company and regulated by the general requirements for the provision of information.Charter company should be developed so that it contains an exhaustive list of these documents, as well as setting out how they are provided for reference shareholder.
