The business community were non-public joint stock companies.And all because they were made sensational amendments to the Civil Code.What are they?What types of organizations in accordance with them appeared in Russia?How should sound correct name of the non-public joint stock company, if we're going to do business in the framework of the legal form of organization?We will try to answer these questions at the same time consider the most notable nuances that reveal the essence of legislative innovations.
new law
The phenomenon of non-public joint stock company, entirely new for Russia.This term has been extended only upon certain legislative reforms carried out in September 2014.Then came into force some amendments to the Civil Code.According to him, joint stock companies open and closed as the types of legal form of the enterprises received another name.Now in circulation, other terms - namely, the "public" and "normal" society.What do they represent?
to public companies are now referred organizations with stocks and securities that are placed in an open format (or traded under the rules of legal acts regulating securities turnover).Other types of business companies - JSC and JSC - which are not securities in free circulation, given the status of "normal."Their name sounds like a "corporation", without any additions.Note also that the format of the organization of enterprises, as the ODO, in principle, was not classified and did abolished.Thus, the company started up in September 2014, must be appropriately renamed.The new function will be the same in the status that is set by law.
nuances of terminology
In the new law there is no term that would sound just as "non-public joint stock company."Thus, such organizational-legal form, as the Company has not received a direct analogue.However, if the organization still have stocks, if not running in free trade, the use of the term "non-public corporation" in respect of them is quite possible informally.In turn, the company in which shares not (there is only the authorized capital) is the same.
Thus, the main criterion of "publicity" - open trade stocks and other securities.In addition, experts say that is not less important is another aspect."Publicity" JSC, moreover, should be reflected in its charter.
Also note that the new law re-registration of organizations in order to bring their names in line with the amendments do not need to carry out urgently.In addition, the implementation of the procedure does not require companies to pay a state fee.Interesting fact - the amendments to the Civil Code, referred to, have been initiated by the authorities back in 2012.
Ltd - a non-public company?
In respect of such organizational-legal forms of business, as the company, in consideration of the amendments to the Civil Code have the feature.On the one hand, the new edition of the Code relate to the Company are now non-public companies, along with the "former" CJSC.On the other hand, the other provisions of the Civil Code says nothing about changing their status.Thus, the company - it seems to be "non-public company" as the West, and at the same time as it were independent organizational and legal form of the enterprise.
Three types of companies
So, what we have in fact the amendment to the law?The Russian is three main types of organizations.
1. Public Joint Stock Company
These are companies that have shares, rotating in free circulation.In any case, this "former" JSC.
2. Two subtypes of non-public companies:
- JSC, which have no shares in free circulation (it can be as "former" CJSC and OJSC with landing in the sale of securities), informally - "non-public joint stock company";
- Company without shares.
Former ODO abolished.For those firms that have managed to create in this status will now be applied ranges for company.
Nuances of re-registration
What you need to do is already registered firms?Do I need to rename them to carry out, in accordance with the new regulations of the Civil Code?The lawyers believe that there is, on the basis of the content of the amendments to the Code rules.The fact that in the 11th paragraph 3 of Article of the relevant law to rename the organization of societies that are created prior to the entry into force of amendments, and having a public signs are automatically recognized as such.In turn, the Company can also not re-register, but only until the moment when the will to amend the statute - so reads the 9th paragraph 3 of Article of the law on the amendments.
algorithm re
consider how re (rename) the company must be carried out in practice, if the need for it is still there.The procedure consists of the following steps.
first company fills out an application on the form No. R13001, which was approved by the Federal Tax Service.The firm then attached to it the following documents:
- minutes of the meeting of the founders (shareholders);
- a new charter of non-public joint stock company.
duty, as we have said above, do not need to pay.The next step - bringing order to the constituent documents.In particular, the abbreviation ZAO and the corresponding term "closed joint stock company" should be renamed JSC.After that, you also need to change the structure of the seals, make changes to the bank documents, as well as send information to partners about the fact that now is a JSC - non-public joint stock company.In this connection, some experts still recommend to carry out the procedure of renaming to contractors and potential investors was clear, with what type of firm is, or will be going cooperation.Although the law by default does not require it.
Some experts point out, referring to the 1st paragraph of Article 97 of the Tax Code, that the JSC, which have signs of "publicity", obliged to add to its name the indication."Non-public" JSC in its sole discretion may do the same, if the shareholders have the intention to announce that the securities will be on an open subscription.
registries and registrars
Note also the fact that the amendments to the Civil Code, and also accompanied by a number of subordinate legislation.To those, in particular, to one of the letters Bank Russia.It reflects the obligation of the organizations transferred to the specialized registrar - whether open or non-public joint-stock company - the shareholders' register.It is mandatory for all stock, as noted by the lawyers, to the execution of the disposal of the Central Bank.If the open or non-public company register of shareholders nobody has transferred, its founders must undertake a number of procedures.Namely:
- choose the registrar, as well as discuss the terms of the agreement on keeping the register;
- to prepare the relevant documents and information;
- to conclude an agreement with the registrar;
- disclosures (if the stock is prescribed to do so), an affiliate of the company;
- notify the individuals whose data are present in the registration documents;
- pass roster partner organization;
- Incorporation to make information on the registrar;
All these procedures carry out the Central Bank ordered the JSC to October 2, 2014.
meaningful reform
What are the practical implications of reforming the JSC and JSC?Experts believe that now the state can monitor the operation of joint stock companies more actively than before.In particular, all companies will be required to undergo a mandatory audit, both public and those whose shares are not traded freely.No matter the status of Securities JSC.Even for such a form of business as a non-public joint stock companies, audit becomes mandatory procedure.
Auditor thus should not be linked with the interests of the audited joint-stock company or a person with the Company's shareholders.The subject of the audit - the accounting and financial reporting.Initiate an unscheduled inspection may be owners of more than 10% of corporate assets (shares or share capital).The criteria for this procedure may be reflected in the Company's Charter.
We also note that the Civil Code was introduced by a number of other amendments that complement those that we consider.In particular, the company is now several people can work on the post of CEO.However, the charter of the company non-public or "open" counterpart shall contain information on the powers of each.Interestingly, the chief accountant can be very alone.Another significant innovation - some types of decisions taken by the shareholders of the companies now have to be notarized.
Significant changes relate to, for example, such a nuance, as a way to confirm the list of the persons participating in the meeting.For public joint-stock company established norm - appropriate procedure can produce a person who keeps the register of shareholders and at the same time serves as a characteristic of the counting commission.Such innovations.In turn, in the form of business organization such as non-public joint stock companies, keeping the register can also be carried out by the executive person, but its function, which is associated with the definition of the membership meeting, the notary can perform.In addition, as noted by several lawyers, especially this procedure can be registered as non-public and charter company - the law does not expressly prohibit it to do.
also a new edition of the Civil Code has changed the procedure for the conversion of one society to another.Now JSC can become Ltd., economic partnership or cooperative.However, the stock loses the right to become a non-profit organization.
corporate contracts
amendments to the Civil Code also entered into a legal new term - "corporate contract".It can optionally enter the Company's shareholders.If they do that, then if the public joint-stock company, the contents of the document should be disclosed (although the current rules governing this procedure has not yet appeared).In turn, if the "corporate contract" was "formerly" CJSC non-public joint stock company to disclose the details of its law does not prescribe.
changes in the statute
There are a number of nuances that are useful to draw the attention of owners of stock, decided to amend the charter of the organization.The new version of the Civil Code contains a number of new requirements for a given constituent documents.Consider items that may contain non-public model charter company.Knowing how they can be useful when creating a new company, and in the re-registration of existing.Thus, the form of the statute of non-public joint-stock company should include the following items:
- official name of the organization;
- an indication that it is public (if the actual activity and the type of action to meet);
- the procedures and conditions under which the audit will be carried out, requested by shareholders who have owned at least 10% of the securities;
- the name of the locality where the company is registered;
- the list of rights and obligations of the founders of the company;
- especially a procedure whereby the shareholders shall notify the other one that will appeal to the court to separate the claim;
- the list of rights established for makers collegial management structure of the firm;
- information on the distribution of powers between the various internal corporate structure.
What other nuances includes work on the charter?It may be noted this fact: when there is a registration of non-public joint stock company, the main constituent document is not required to make information about the sole shareholder.Or, for example, information about how to determine the composition of the joint meetings - in this sense, the law gives the owners of non-public companies leeway.
Approximate sample statute of non-public joint stock company, which we discussed above, you can also add a number of provisions.However, this requires the unanimous decision of the founders.But if it is received, it is permissible to include in the founding document of the following provisions:
- on referring questions to be decided at the general meeting, the competence of the collegial management structure of the firm;
- the definition of cases that lead to the creation of the Audit Commission;
- on how to implement the Shareholders' Meeting in a special manner;
- on the order of pre-emptive right of purchase of securities that are convertible into the Company's assets;
- on the procedure for consideration of the General Meeting of the issues that, according to the legal acts of the Russian Federation does not fall within its competence.
This is an approximate sample of the statute of non-public joint stock company.However, the key nuances that are useful for entrepreneurs to pay attention, we touched.
