joint-stock company - what is it?The answer to this question will be of interest not only to students, by their occupations studying a certain subject, but also the citizens of our country, having more or less active social position.
article will talk about this complex and yet simple concept.
How evolved liability companies.About important
first joint stock company in the territory of our country was the Russian trade company.It was formed in 1757 in Kostantinopole.Its capital is composed of shares, the proportion of shares were called and had a kind of ticket that certifies the ownership of shareholders and publicly traded.Legislation that regulated the activities of the Company consisted of royal decrees.
heyday of joint stock companies is in the middle of the XIX century, the period of the Great Reforms.At that time Russia took the first place in Europe in terms of economic development and circulation of securities is developing unprecedentedly fast.
During the Soviet period the society as such virtually ceased operations.
Modern Russia has 20-year history of the formation of joint stock companies.The transition to a market economy required the adoption of new legislation to regulate the relations in the sphere of private property and forms management.
Today Joint-stock companies occupy a leading place in the system of economic relations.Because it brings together the capital stock of the set of contributors to create a new independent economic entity.
company: what it is and its essence
joint-stock company - a business entity engaged in commercial activities.Profit - the main goal of a joint-stock companies, and the full financial and economic autonomy in decision-making contributes to a result.
share capital divided into shares.Members of the company (shareholders) shall bear the risk of losses from economic activities within the value of the shares that they own, but not liable for its obligations.Moreover, the participants shall bear the risk, and in cases of partial payment of securities.The essence of the company is that the shareholders - owners of this company, but not the owners of the property.The property is owned by society itself.That's the essence, and the paradox of this form of management.It is a legal entity with attributes inherent to it: the name, press.It may on its own behalf to participate in court proceedings as a party to the case and the third person to have their own bank accounts and separate property.The founders of the company may be both physical and legal persons, whose number is not limited.
often possible to hear the phrase "closed or open joint stock company."What it is?Under the law, a company may be either open, ie conducting an open subscription for the issue of shares and freely sold and closed - whose shares are sold and distributed, as a rule, among its founders.And all the issued shares are registered, allowing to neutralize the risks of securities fraud.
What normative acts regulating the activities of joint stock companies
important regulatory document - it is the Civil Code, in particular Chapter 4 of the document.Special Act is the Federal Law "On Joint-Stock Companies" from 1995, with the recent changes adopted in 2014.Normative Acts determine the legal status and the procedure for the creation of both the company and its governing bodies, the share capital, distribution of profit, duties and rights of members (shareholders), the right to control the activities of, the procedure for reorganization, creation and destruction, and other no less important issues.
The law is not the only document relating to the corporation.Issue and conversion of shares are securities regulated by the law "On the Securities Market" and the Federal Law "On Protection of Rights and Lawful Interests of Investors on the Securities Market".
How is the authorized capital
share capital formed by the sum of the nominal value of the shares repurchased by its shareholders.Defines the minimum value of the property company, owner of which is exactly it.The authorized capital is necessary to ensure the interests of creditors.Legislation defines the minimum amount of share capital, which currently amounts to 1000 minimum monthly wages for open societies, and not less than 100 minimum wages for the private.The authorized capital may be increased or decreased.The decision was taken at a general meeting of shareholders.
How does management
management of the company in several stages and diverse.
supreme body that takes the most important decisions about the activity - this is certainly a general meeting of shareholders.In it, among other things, the annual report is approved, the payment of dividends to shareholders, decisions on liquidation, reorganization.Held annually.Powers of the general meeting and its competence fixed in the Federal Law "On Joint-Stock Companies" and can not be transferred to the board.
executive body, which carries out management of the current everyday matters, is the director of a directorate.The activities of the executive body accountable to the supervisory body - the Board of Directors.
Basic shareholder rights
Shareholders of the Company, have the fundamental rights:
- Participation in management.There is a vote at each general meeting on matters that are of its competence.
- Acquisition of income as dividends.
- The right to receive a share of the company's property in the event of the termination of its activities and elimination.
Depending on the scope of the rights granted shares of the company may be ordinary and preference.
Preference shares give their owners a fixed amount of dividends and the right of priority of payment, but limited the right to control society.
documents.Disclosure of information on the activities of
The main document is the charter, under the provisions of which the company operates.It must necessarily contain certain sections, the absence of which the Company will not be registered and acquire legal personality.
Companies Act requires to provide to shareholders at their request documents containing information about the activity.For business documents that must be provided to shareholders include:
- charter;
- minutes of general meetings;
- the annual report;
- internal documents;
- documentation reflecting the accounting and reporting.
procedure for the organization of society.Distribution of shares
Company is organized through the creation of a new business entity as a legal entity, or by reorganizing existing.The decision was adopted on the establishment of its founders at the founding meeting.The organizers can be both physical and legal persons.The number of founders of an open society is not limited to, in the establishment of a closed, there should be no more than fifty.
When creating a company, its shares are distributed among the founders.Companies Act (his new version) provides that the obligation of registration of the shares distributed among the founders, to be performed by the Company within one month from the date of registration.
order of liquidation of the Company may be liquidated voluntarily by the decision about this at a meeting of the supreme management body or by the court.When the decision is made to liquidate voluntarily, all the powers to manage the company transferred to the liquidation commission, which since its purpose is headed by a corporation.What is it - the liquidation committee, and what are its powers?The authority takes all the burdens associated with the search and identification of creditors and debtors of society, drawing up of the liquidation balance sheet, the identification and implementation of the property to cover the debt and payments to contractors, address the issue of the dismissed employees and other financial and property issues.
up the above.Today joint-stock companies - the most advanced and promising form of economy in the Russian Federation.Company's position opredeletsya domestic legislation, which is already quite complicated, but nevertheless some of its provisions require further development in order to keep pace with a rapidly changing economy and the practice of management.
Here it is, a public limited company in general.It seems that after reading the article the question "Joint Stock Company - what is it" is not put to a standstill, and the essence of the organization will be more difficult to understand.
