Closed Joint Stock Company - is a commercial organization which offers one or more founders.It may be foreign citizens or nationals of the country in which the firm offers, but their number should not be more than 50 people.For the Company there is the least amount of authorized capital under Russian law, which is 100 minimum wage.Its payment may be made in cash or property.After the registration of the company is given no more than three months for the payment of half that amount or more.Another nine months is given for the payment of the rest of the amount.
Closed Joint Stock Company - is a convenient solution in the sense that the responsibility of its members applies only to funds for which the shares were purchased.If your company need to close, they do not incur any additional material expenses.This successful business will allow shareholders to receive certain dividends from securities.Closed Joint Stock Company (JSC) is different yet the inability to distribute their securities.In fact, they belong exclusively to a narrow circle of individuals whose data included in the company's charter.At the same time banned sale of shares without the consent of the other members of the enterprise unauthorized persons or entities.Jobs in the company is not accompanied by a mandatory involvement shareholders.All this becomes a powerful obstacle to the attraction of foreign investments into the main activities of the organization.
But if you managed to change the composition of the shareholders, members of the closed joint stock company, the founders of this do not have to notify any state structure.On the order of creation and functioning of the Company all spelled out in the Civil Code and some federal laws.
Background and basis for the creation
Although the economy of the USSR and present certain share of joint-stock companies, the modern history of the enterprise started in the second half of the nineties, after the RSFSR Council of Ministers adopted a Regulation on Joint Stock Companies and CompaniesLimited Liability Company.Now there are several documents that regulate the activities of such organizations:
- the first part of the Civil Code, articles 96-106.
- Federal Law №208-FZ dated 12.26.96 "On Joint Stock Companies".
- Arbitration Code.
- Federal Law "On Banks and Banking Activities" and other laws, which prescribes the procedure for the activities of organizations in the financial market.
- Federal Law "On privatization of state property" and its accompanying documents.
stock company open and closed - two kinds of organizational and legal form, which have certain similarities and differences.In the modern Russian legislation there is no evidence as to whether these different forms of business, or they may be only two species.To better understand what the company open and closed, will continue to be a list of their mutual differences.
So, we come to the determination of the differences of the two kinds of organizational forms of activities right.Closed Joint Stock Company - an organization whose shares are distributed only among the founders or other persons identified in advance.This company is deprived of the right to subscribe for shares.It is not allowed to participants and distribute securities among a wide range of businesses and individuals.
Another characteristic of the closed joint stock company is that this company's capital is divided into parts, which are dispersed among a limited number of shareholders.Each of them have rights of obligations in relation to the organization's property and responsibility within these obligations.The distribution of shares among shareholders can be done in various ways, but at the stage of creating this happens only between the founders.Each of them is assigned the right to the subsequent sale of securities to new entrants Company, including sometimes are even salaried workers' organizations.
situation in other countries
Abroad State involved stimulating the spread of the shares of the company among the workforce.For example, in the US, companies that practice this approach, receive tax benefits in the amount of 5-25% of the base rate.Therefore, the work in the company is often accompanied by the acquisition of the shares.But not all members of the staff are willing to become shareholders.Most are quite satisfied with the status of employees, as they are not willing to take the risk of becoming co-owners of the company's securities.
Company Ltd. and
Earlier in the Russian Federation was a law "On enterprises and entrepreneurial activities", according to which the Company did not separated as the legal form of the company.These two types of organizations and now there are a number of similar features:
- Formation of charter capital and its subsequent division into shares exactly the same.Each participant is an organization owned by its personal share, which is the object of his possession, disposal and use.
- The liability of shareholders in both forms of the property is exactly the same, the risk of losses participants are only within the ownership of shares.
- Distribution of assets and income of the business entity for the elimination completely identical.The property and income of each of the business entities distributed accordingly shares the participants in the share capital, if the founding documents indicated otherwise.
- Closed Joint Stock Company as the company suggests that its members have the same role in its management.Features of each shareholder depends on the size of his part in the share capital, if the constituent documentation does not contain that information.
- The Company Ltd. and closed nature of the participation, which implies clearly a fixed list of participants, the presence of constraints on the composition, required the consent of all participants at the new attraction.
- Both of these forms of organizations apply the same approach to the determination of the possibility of establishing one single person.This company can not belong to a single party, in the event that this is another business entity, comprising only one founder.
Changes in legislation
In recent years, was active on the fact that it was impossible to identify the Company with the company, so in the development of the Civil Code and the laws that followed it, were prescribed the distinctive traits that have these forms of organization:
- Company may issue securities, but they can not issue shares for determining interest of legal and physical persons in the authorized capital, followed by payment of dividends.A Company is obliged to issue securities.This is mandatory registration of shareholders' register, which will be made all the members of the organization that is not used for the Company.
- Shares of participants in the company's authorized capital can be divided into any number of parts, the proportion of shareholders of indivisible.This means that neither party can not sell or assign its part of the share capital.
- Shares of JSC are not only an indicator of the property, but also the object of inheritance.It turns out that the successors of shareholders of mandatory should be taken of the participants in the process of accession to the right of inheritance.The company is no such feature.
- In the case of company participants may require allocation of shares in the property, belonging to them, if this is spelled out in the statute, but the Company is not entitled shareholders to nominate such requirements.So, there is no possibility for shareholders to insist on the return of their funds JSC made payment or the value of its shares, they can only ask other members for consent to the assignment of shares to other shareholders or third parties.This may require reorganization of UAB.
- Closed joint-stock company must maintain a register of shareholders, which is required to provide information about each registered person, as well as the size and composition of the shares, which he owns.
- open joint stock company and a closed taxed differently.In the process of issuing new shares to pay the company tax, the amount of which is 0.8% of the nominal value of issued securities.
- The value of the Company costs for the opening is always less than the Company.
Closed Joint Stock Company: the creation
Sometimes Company is formed due to the fact that the founders want to create a joint stock company, although the object of the foundation could be and LLC.This is due to the fact that the term "corporation" sounds much more solid and impressive than a limited liability company.The residents perceive such business is more stable, respectable and prestigious.Therefore, a private entrepreneur will try not to miss such an opportunity disguised as a shareholder of JSC with a single founder.
Closed Joint Stock Company - an association of capital participants, the composition of which should be formed as a result of personal choice each of the shareholders.Any person who bought at least one share of JSC becomes a professional co-owner of the joint-stock company's business, which has some important features:
- to shareholders shall attach vicarious liability associated with the structure of obligations to creditors;
- UAB has completely separate from the assets of the shareholders property, so in the case of the insolvency risk of the company shareholders will only be due to the depreciation of shares owned by them;
- Shareholders Company has property and personal rights.
If we talk about the work in the company, then there is no different from other organizations.Recruitment, payment of salaries and bonuses and dismissal are carried out in accordance with labor legislation.