What it is? The answer to this question will be of interest not only to students who study a certain subject due to their occupation, but also to citizens of our country who have a more or less active social position.
The article will talk about this complex and at the same time simple concept.
How joint stock companies developed. Briefly about the important
The first joint-stock company on the territory of our country was the Russian Trading Company. It was formed in 1757 in Costantinople. Its capital consisted of shares, the shares were called shares and had the form of a ticket, which certified the ownership of shareholders and was freely traded on the market. The legislation that regulated the activities of societies consisted of royal decrees.
The heyday of joint stock companies occurred in the mid-19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of economic development rates, and the circulation of securities is developing at an unprecedented rate.
During the Soviet period, societies as such practically ceased their activities.
Modern Russia has a 20-year history of the formation of joint-stock companies. The transition to a market economy required the adoption of new ones to regulate relations in the sphere of private property and forms of its management.
Today, joint stock companies occupy a leading place in the system of economic relations. Because it is a joint-stock company that allows you to combine the capital of many investors to create a new independent business entity.
Joint stock company: what it is and its essence
A joint stock company is an economic entity engaged in commercial activities. Making a profit is the main goal of creating joint-stock companies, and complete financial and economic independence in making management decisions only contributes to achieving results.
The authorized capital of a joint stock company is divided into shares. Participants in the company (shareholders) bear the risk of losses from business activities within the limits of the value of the shares that they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment for securities. The essence of a joint stock company is that shareholders are the owners of the company, but not the owners of the property. Property belongs to society itself. This is both the essence and the paradox of this form of management. It is a legal entity that has the attributes inherent to it: name, seal. May, on his own behalf, take part in court hearings as a party to the case and a third party, have his own account in bank institutions and separate property. The founders of the company can be both individuals and legal entities, the number of which is not limited.
You can often hear the phrase “closed or open joint stock company.” What it is? According to the law, companies can be either open, that is, carrying out an open subscription to issue shares and freely traded, or closed - the shares of which are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which helps mitigate the risks of securities fraud.
What regulations regulate the activities of joint stock companies?
An important regulatory document is the Civil Code of the Russian Federation, in particular Chapter 4 of the document. The special act is the Federal Law “On Joint Stock Companies” of 1995, with recent amendments adopted in 2014. Regulatory acts determine the legal status and procedure for the creation of both the company itself and its management bodies, authorized capital, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation and other equally important issues.
This law is far from the only document related to joint stock companies. The issue and circulation of shares that are securities is regulated by the Law “On the Securities Market” and the Federal Law “On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market.”
How is the authorized capital formed?
The authorized capital of the Joint Stock Company is formed from the amount of shares purchased by its shareholders. Determines the minimum value of the company’s property, the owner of which is the company. Authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of authorized capital, which currently amounts to 1000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital may be increased or decreased. The decision on this is made by shareholders at the general meeting.
How does management work?
Management of a joint stock company is multi-stage and diverse.
The highest body that makes the most important decisions on activities is, undoubtedly, the general meeting of shareholders. It, among other issues, approves the annual report, shareholders, and makes decisions on liquidation and reorganization. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law “On Joint Stock Companies” and cannot be transferred to the board of directors.
The executive body that manages activities on current day-to-day issues is the director or directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.
Basic rights of shareholders
Shareholders of a joint stock company have the following basic rights:
Participation in management. Occurs by voting at each general meeting on issues that are within its competence.
Receiving income as dividends.
The right to receive a share of the company’s property in the event of termination of its activities and liquidation.
Depending on the scope of rights granted, shares of a joint stock company can be ordinary or preferred.
Preferred shares give their owners a fixed amount of dividends and the right to priority payment, but limit the right to manage the company.
Society documents. Disclosure of information about activities
The main document is the charter, on the basis of the provisions of which the enterprise carries out its activities. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.
The Law on Joint Stock Companies requires that documents containing information about activities be provided to shareholders upon request. Business papers that must be provided to shareholders include:
Annual report;
Internal documents;
Documentation reflecting accounting and reporting.
The procedure for organizing the company. Share distribution
A company is organized by the birth of a new business entity as a legal entity, or by reorganizing an existing one. The decision to establish it is made by its founders at the constituent meeting. Organizers can be both individuals and legal entities. The number of founders of an open company is not limited; when establishing a closed one, there should be no more than fifty of them.
When a company is created, its shares are distributed among the founders. The Law on Joint Stock Companies (its new version) states that the obligation to register the issue of shares distributed between the founders must be fulfilled by the company within one month from the date of registration.
Liquidation procedure
The company may be liquidated voluntarily by making a decision at a meeting of the supreme management body or by a court decision. When a decision is made to liquidate voluntarily, all powers to manage the company are transferred to the liquidation commission, which from the moment of its appointment heads the joint-stock company. What is a liquidation commission, and what are its powers? This body takes upon itself all the burdens associated with searching and identifying creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property to cover debts and settlements with counterparties, resolving the issue of dismissed employees and other financial and property issues.
The summary of all that has been said. Today, joint stock companies are the most developed and promising form of business in the Russian Federation. The position of society is determined by domestic legislation, which has already been sufficiently established, but nevertheless, some of its norms require further refinement in order to keep up with the rapidly changing economy and business practices.
This is what it is, a joint stock company, in general terms. It seems that after reading the article, the question “joint stock company - what is it” will no longer be a dead end, and the essence of this complex organization will become more clear.
Last year, federal legislation regulating the conduct of activities of joint-stock companies was subjected to a significant revision. Thus, during 2015, changes were made to Law No. 208-FZ twice - on June 29 and December 29. The adoption of legislative amendments was dictated by the need to bring the provisions of the said law into conformity with the provisions of the current Civil Code of the Russian Federation. The lion's share of the adopted amendments came into force in July last year, however, amendments relating to the procedure for convening, the specifics of preparing and holding the general meeting will come into force only in July of this year. What exactly has changed in the current joint stock legislation will be discussed in this article.
Preemptive right to purchase shares.
According to the new version of the document, this right no longer applies automatically. Therefore, the possibility of using the pre-emptive right to acquire securities when they are alienated by a shareholder to third parties should now be directly stated in the provisions of the company’s charter. Along with this, the charter may also contain a condition on the need to obtain the approval of other shareholders when alienating the company's securities to third parties.
Preemptive right within the framework of an additional issue.
The provisions of the charter of a non-public joint-stock company may now contain conditions that shareholders do not have a pre-emptive right to purchase shares issued as part of an additional issue.
Status of society.
In accordance with the updated version of the law, the company’s shareholders now have the opportunity to change the status of a joint stock company from non-public to public, or vice versa. In the first case, it will be necessary to register a prospectus for shares and enter into an agreement on their listing, and in the second, obtain permission from the Central Bank to refuse to disclose information and withdraw securities from public trading.
Registrar's approval.
According to Art. 9 of the above law, the establishment of a JSC is not possible without the approval of the registrar, i.e., an independent person who will be entrusted with maintaining the register of shareholders.
Possibility of establishing a stricter majority.
The charter of a non-public joint-stock company may provide for the need for a stricter majority of votes for the meeting to make certain decisions than is established by law. Along with this, the list of issues that can be voted on by the meeting exclusively unanimously has expanded somewhat. For example, it will no longer be possible to make significant changes to the charter of a joint-stock company without a unanimous decision.
Capital.
In accordance with Art. 26 of this law, the size of the minimum authorized capital for a PJSC is set at 100 thousand rubles, and for a non-public JSC - 10 thousand rubles.
Additional rights of holders of preferred securities.
It is possible to secure in the charter of non-public joint-stock companies additional rights for the owners of preferred securities. An example of such a right is the possibility of obtaining voting rights by the holder of preferred shares on issues within the competence of the general meeting.
General meetings.
The law clarified some features of convening and holding a general meeting. (vv. 52–54, 55, 58, 62). Some of these provisions will come into force only in July of this year.
Sale of shares to the company.
The law clarified the grounds and procedure for the repurchase of securities by the company (Articles 72, 75, 76). Some of these provisions will come into effect on July 1 of this year.
Purchasing large promotional packages.
The law clarified and somewhat supplemented the procedure for purchasing large shareholdings in PJSCs (Chapter 10.1). Most of the new provisions will come into effect in July this year.
Mandatory audit.
From now on, auditing is mandatory for all joint stock companies, including non-public ones.
This section presents samples and forms of legal documents that are often mentioned in your questions: charter, LLC charter, LLC charters, download charter, sample charter, sample charter, copy of the charter, federal law on joint stock companies, changes to the charter, charters of organizations, charter organizations, download charters, charters of institutions, charter of institutions, etc.
Answers your questions:
Legal Group of Lawyers "Legal Protection"
Chapter X. Major transactions - Federal Law of December 26, 1995 N 208-FZ “On Joint Stock Companies”. Your questions are answered expert - lawyers and advocates of Moscow.
- Chapter II. Establishment, reorganization and liquidation of a company
- Chapter III. Authorized capital of the company. Shares, bonds and other equity securities of the company. Net assets of the company
- Chapter IV. Placement by the company of shares and other issue-grade securities
- Chapter VIII. Board of directors (supervisory board) of the company and executive body of the company
- Chapter IX. Acquisition and redemption of issued shares by the company
- Chapter X. Major transactions
- Chapter XI. Interest in the company completing a transaction
- Chapter XII. Control over the financial and economic activities of the company
- Chapter XIII. Accounting and reporting, company documents. Information about the society
Chapter X. Major transactions
Article 78. Major transaction
1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several interrelated transactions related to the acquisition, alienation or possibility of alienation by the company, directly or indirectly, of property, the value of which is 25 percent or more of the book value of the company’s assets, determined according to its financial statements as of the last reporting date, with the exception of transactions made in the normal course of business of the company, transactions related to the placement through subscription (sale) of ordinary shares of the company, and transactions related to the placement of issue-grade securities convertible into ordinary shares society. The company's charter may also establish other cases in which transactions carried out by the company are subject to the procedure for approval of major transactions provided for by this Federal Law.
In the event of alienation or the possibility of alienation of property, the cost of such property, determined according to accounting data, is compared with the book value of the company's assets, and in the case of acquisition of property - the price of its acquisition.
2. In order for the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.
Article 79. Procedure for approving a major transaction
1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.
2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company’s assets, is made by all members of the board of directors (supervisory board) of the company unanimously, and the votes of retired members of the board of directors (supervisory board) are not taken into account ) society.
If unanimity of the board of directors (supervisory board) of the company on the issue of approving a major transaction is not achieved, by decision of the board of directors (supervisory board) of the company, the issue of approving a major transaction may be submitted for decision to the general meeting of shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority vote of shareholders of voting shares participating in the general meeting of shareholders.
3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company’s assets, is adopted by the general meeting of shareholders with a three-quarters majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.
4. The decision to approve a major transaction must indicate the person(s) who is its party(ies), beneficiary(ies), price, subject of the transaction and its other essential conditions.
5. If a major transaction is at the same time a transaction in which there is an interest, only the provisions of Chapter XI of this Federal Law apply to the procedure for its execution.
6. A major transaction made in violation of the requirements of this article may be declared invalid at the request of the company or shareholder.
7. The provisions of this article do not apply to companies consisting of one shareholder, who simultaneously exercises the functions of the sole executive body.
Article 80. Acquisition of 30 percent or more of the company’s ordinary shares
1. A person who intends, independently or jointly with his affiliate(s), to acquire 30 percent or more of the outstanding ordinary shares of a company with the number of shareholders - owners of ordinary shares of more than 1000, taking into account the number of shares owned by him, is obliged no earlier than 90 days and not later than 30 days before the date of acquisition of the shares, send a written notice to the company of the intention to purchase the specified shares.
2. A person who, independently or jointly with his affiliate(s) acquired 30 percent or more of the outstanding ordinary shares of a company with the number of shareholders - owners of ordinary shares of more than 1000, taking into account the number of shares owned by him, is obliged to offer to shareholders within 30 days from the date of acquisition sell to him the ordinary shares of the company and equity securities convertible into ordinary shares belonging to them at the market price, but not lower than their weighted average price for the six months preceding the date of acquisition.
The company's charter or a decision of the general meeting of shareholders may provide for exemption from the obligation specified in this paragraph. The decision of the general meeting of shareholders to exempt from such obligation may be adopted by a majority vote of the owners of voting shares participating in the general meeting of shareholders, with the exception of votes on shares owned by the person specified in this paragraph and his affiliates.
3. The proposal of the person who acquired ordinary shares in accordance with this article to acquire ordinary shares of the company is sent to all shareholders - owners of ordinary shares of the company in writing.
4. A shareholder has the right to accept an offer to purchase shares from him within a period of no more than 30 days from the date of receipt of the offer.
If a shareholder accepts a proposal to purchase shares from him, such shares must be purchased and paid for no later than 15 days from the date the shareholder accepted the relevant proposal.
5. An offer to shareholders to purchase shares from them must contain information about the person who acquired ordinary shares of the company (name or designation, address or location) in accordance with this article, as well as an indication of the number of ordinary shares that it acquired, the price offered to shareholders acquisition of shares, period of acquisition and payment for shares.
6. A person who acquired shares in violation of the requirements of this article has the right to vote at the general meeting of shareholders on shares, the total number of which does not exceed the number of shares acquired by him in compliance with the requirements of this article.
7. The rules of this article apply to the acquisition of every 5 percent of outstanding ordinary shares in excess of 30 percent of the outstanding ordinary shares of the company.
See other examples of the charter, as well as additional documents:
Charters of organizations:
A joint stock company is a fairly common type of commercial organization. The activities of such authorities are regulated by Federal Law 208-FZ, the provisions of which will be discussed in detail in this article.
Scope of application of the law
What is a joint stock company according to Law 208-FZ? The second article of the normative act provides a definition according to which such a company is a commercial organization whose authorized capital is divided into several parts in the form of special shares. These shares are held by members of the company.
The Federal Law "On Joint Stock Companies" was created to regulate the processes of formation, reorganization, liquidation and registration of the authorities in question. The provisions of the law establish rules regarding the powers, functions, responsibilities and rights of the shareholders constituting the organization. Here the legal status of the joint-stock company is established, the freedoms, rights and interests of its members are secured. The provisions of the law apply to all joint stock companies located on the territory of the Russian Federation.
General provisions of the law
The concept and legal status of a joint stock company are enshrined in Article 2 of the presented regulatory act. According to the law, such a company is a legal entity and has a number of civil rights and obligations. Members of the society should not be liable for the obligations of the organization. However, they all bear the risk of loss that may be associated with their professional activities. The limits of such risk cannot be greater than the value of the shares purchased by the shareholders.
All shareholders are required to bear general liability for shares not fully paid up. At the same time, members of the company have the opportunity to take away the shares they own without the consent of other members of the organization.
According to the law, any creation of a joint stock company is not possible without obtaining special permission and a certificate of registration from higher government bodies. Any joint-stock body must have its own seal, letterhead, emblem and stamps.
Provision of information
According to Article 4 of the Federal Law in question, any joint stock company must have a company name in Russian - in full form or abbreviated form. The name of the organization should briefly describe the type of its professional activity. In addition to the name, the company must provide complete information about its location. At the same time, the data specified during state registration should not contradict the real location of the organization. 
Article 3 of the law talks about the responsibility of society. Thus, a joint-stock organization must be responsible for all the functions and obligations assigned to it. At the same time, the company itself is not responsible for the obligations of its members.
The shareholders themselves may also be held accountable. Thus, members of the organization must pay subsidies in cases where the company is declared insolvent due to improper acts of its shareholders. State bodies are not responsible for the obligations of the company.
Types of society
Articles 5-7 of the regulatory act under consideration provide the main examples of joint stock companies. According to Article 7, the organizations in question may be of a public or non-public nature. This is reflected in the charter and name of the company. A public company (PJSC) conducts all operations through open subscription. Non-public organizations (CJSC) distribute the number of shares only to an unlimited number of persons. The most striking example of a PJSC is the Rosseti company, which provides electricity distribution services throughout the country. This is a fairly well-known and large organization, and therefore its shares are open and accessible to any citizen. An example of a closed joint stock company is a retail chain, a trade joint-stock company "Tander", which provides products to Russian stores of one well-known brand. 
Article 6 provides another classification. Here we are talking about examples of joint stock companies of dependent and subsidiary types. An organization is a subsidiary if there is another company that determines the decisions of the first organization, that is, the subsidiary. A similar system operates with dependent organizations. Here the dominant society has more than 20% of the dependent one. A striking example of a subsidiary organization is the federal passenger company, dependent on the Russian Railways joint-stock company. There are quite a lot of dependent companies throughout the country. As a rule, these are regional branches of gas or oil companies.
On the creation of a joint-stock company
What does the Federal Law “On Joint-Stock Companies” say about the procedure for forming joint-stock organizations? According to Article 8, a company can be created either from scratch or by reorganizing an existing legal entity. The reorganization may be in the nature of division, transformation, merger, or separation. An organization can be considered finally formed only after the state registration of a joint stock company.
Article 9 of the normative act in question talks about the establishment of a company. It is easy to guess that establishment is possible only with the active participation of the founder. The decision to form a company is made at a special constituent meeting by voting or by one person individually (if there is only one founder).
About the reorganization
Article 15 of the normative act in question talks about the procedure for carrying out reorganization processes. Reorganization is always carried out on a voluntary basis, in strict accordance with the norms of Federal Law. The main feature of the presented process is the status of a natural monopoly for the reorganized entity, more than 25% of the shares of which are owned by the federation. 
As you might guess, the financing of the presented process is carried out at the expense of the reorganized property. Just as in the case of the creation of a company, the reorganization process is recognized only after the appropriate state registration.
About the public charter
An important place in the legal status of a joint stock company is occupied by the charter. According to Article 11 of the normative act in question, it is adopted at the constituent meeting according to the constituent document. The requirements of the charter are formed by the members of the organization, after which they become generally binding for all shareholders.
What should the charter contain? The law indicates the following provisions:
- location of the organization;
- company name;
- value, categories and types of preferred shares, as well as their quantity;
- the size of the authorized social capital;
- rights of organization members;
- the procedure for the formation and implementation of general meetings of shareholders, dates and places of holding meetings;
- structure of the company's management bodies, decision-making procedure;
- other provisions corresponding to the Federal Law and the Civil Code in question.
Thus, the organizational charter must contain the specifics of the legal status of the joint-stock company.
About the authorized capital
Article 25 of the normative act under consideration establishes the rules relating to the authorized capital and shares. According to the law, the organization has the right to place ordinary shares and several preferred shares. Moreover, they are all undocumented. The par value of ordinary shares must be the same. As soon as the company is formed, all shares must become the property of its members. There are also fractional shares, a certain number of which can constitute one specific share. They are in circulation on a par with ordinary ones. 
In accordance with the regulations, the value of preferred shares should not exceed 25% of the authorized public capital. Public companies may not place them if the cost of such shares is lower than ordinary shares.
The authorized capital consists of the total value of all shares of the organization that were acquired by members of the company.
About shareholders
The legal status of joint stock companies is largely the legal status of their members. What is known about the shareholders themselves and what does the law say about them? Shareholders are individuals or organizations that own a certain share of the authorized capital of a joint-stock company. The latter must provide, create and store a register of shareholders, which is filled out immediately after registration of the organization. The rights to shares of a particular shareholder are confirmed by issuing a special extract, which is not a security.
According to Article 47, the highest body in the joint stock company system is the meeting of shareholders. It must be convened annually. What questions does such a meeting raise? The law talks about problems of ownership of a joint-stock company, election of a board of directors, audit and audit commissions, etc. The competence of the meeting also includes issues of reorganization and liquidation of the company, amendments to the charter, increasing or decreasing the authorized capital, etc.
The board of directors is also called the supervisory board. This authority is responsible for the management of the activities of the entire organization, its members and the assets of the joint-stock company.
Sometimes the board of directors is also a meeting of shareholders. In most cases, the supervisory commission is elected every year through voting at a shareholder meeting. Everything here depends on exactly what provisions are spelled out in the organization’s charter. 
The competence of the board of directors includes determining and implementing priority areas, convening meetings, approving agendas, placing additional shares, etc.
Control over a joint stock company
For internal control over the professional activities of the organization, audit and audit commissions are created. Auditors check financial statements, that is, they work with the accounting staff. As a result, they give a special assessment. Auditors control the economic activities of the organization. Each of them is included in the corresponding commission, which is elected annually at a meeting of shareholders.
Both the audit and audit commissions must act only in strict accordance with the legislation of the Russian Federation.
On the liquidation of a joint-stock company
The liquidation process of a joint-stock organization must be strictly voluntary. According to Article 21, final liquidation is possible only by court decision.
What does the liquidation process entail? The Company completely ceases to exercise its powers without the right to transfer responsibilities to other persons by way of succession. Voluntary liquidation processes begin with the convening of the board of directors of the joint-stock company. The issue of removing the company and appointing a liquidation commission is on the agenda. As soon as the liquidation commission is fully formed, all functions of the organization will be transferred to it. The duties of the commission also include timely presentation at court hearings. 
Article 22 of the Federal Law “On the Legal Status of Joint-Stock Companies” talks about the procedure for liquidation of the organizations in question. If the company has no obligations to third parties, then all its property is distributed among shareholders. The remaining payments to creditors are made, and the liquidation balance is calculated. And the society closes.
Law 208-FZ “On Joint-Stock Companies” was recently supplemented with several rules relating to the right to pre-emptive acquisition of shares, repurchase of securities and organization of meetings.
The main constituent document of a joint-stock company is the charter. It may provide for the possibility of participation in the management of public legal entities: that is, the Russian Federation, its subject or municipality.
This special right was called the “golden share”.
A joint stock company can be voluntarily reorganized in any of the possible ways with the introduction of appropriate changes to the Unified State Register of Legal Entities:
- merger;
- accession;
- division;
- allocation;
- transformation.
Shares and other securities
The right of a participant to claim against the company is confirmed by securities. The most important of these will be shares.
Their total value determines the size of the company's authorized capital. Its minimum amount for a public joint-stock company is 100,000 rubles. Shares can be:
- ordinary and privileged;
- whole and fractional.
Owners of ordinary shares can participate in the general meeting and vote on issues submitted to it, thereby participating in the management of the company.
Preferred shares (an example of this type of securities can be clearly seen in joint-stock companies, for example) do not provide voting rights. But on the other hand, they are assigned a larger amount of dividends, which are paid first.
Preferred shares can be converted into ordinary shares, but the reverse process is not possible.
In addition to shares, the company has the right to issue other securities, in particular bonds.
Repayment of such obligations is made in cash or in shares (conversion). This possibility must be provided for in the release decision.
The share gives the right to receive part of the company's profit - . They may be paid once a year or more frequently, such as quarterly.
The decision on this is made by the general meeting. The amount of payments is proposed by the board of directors based on the profit received.
Dividends will be transferred to the shareholder's account in non-cash form.
Securities may be sold or otherwise change hands.
Any changes are reflected in the register of shareholders, which a legal entity is required to maintain by law.
A person’s right to shares is confirmed by an extract, which in itself is not a security.
JSC management bodies and their competence
A large joint stock company may include up to several hundred thousand shareholders.
In addition, their composition is constantly changing. Therefore, governing bodies are necessary to conduct commercial activities. According to the law, they are:
- general meeting;
- Board of Directors;
- board (directorate);
- auditor and auditor.
General meeting
The General Meeting of Shareholders is the main governing body. It is held annually, and if necessary, it can be convened extraordinary.
The competence of the general meeting includes making decisions on issues such as:
- any changes to the charter;
- reorganization and liquidation;
- election of other governing bodies;
- approval of the number, value and type of shares;
- change in the size of the charter capital;
- dividend payment;
- approval of a number of transactions, etc.
Transferring the powers of the general meeting to other bodies is impossible. The same goes for the reverse process.
Each of the bodies makes decisions strictly within its competence.
The board of directors, or supervisory board, carries out general management of the company's affairs.
For small companies with fewer than 50 shareholders, the creation of such a body is not necessary.
Its powers are transferred to the general meeting. This is an exception to the general rule.
The Board of Directors has the following competence:
- determines the overall development strategy;
- convenes general meetings;
- places shares;
- issues recommendations on the value of shares, the amount of dividends, remuneration to the auditor, etc.;
- approves the annual report;
- approves major transactions;
- makes decisions on participation or withdrawal from other legal entities.
Executive bodies
The implementation of decisions of the board of directors and the general meeting can be managed by either a sole body - the general director, or a collegial body - the board.
In any case, he will be accountable to the board of directors and the general meeting. The CEO does not have to be one of the shareholders.
Moreover, it may even be an organization to which these powers will be transferred by decision of the general meeting.
The director or board organizes the implementation of those decisions that were made by higher authorities. Operational management is within their competence.
If the company incurs losses due to the fault of the executive body, its members bear responsibility for this. It is established by civil law.
Latest version of the law: fundamental innovations
The latest edition contains more than two dozen changes. They relate to such important aspects of the JSC’s activities as:
- general meeting;
- right to pre-emptive acquisition of shares;
- repurchase of securities by the company at the request of shareholders.
Most of the amendments concern modern methods of communication to inform society.
The law provides for the ability to send notifications about the time and place of a meeting by email and SMS.
This does not preclude the possibility of publishing advertisements in newspapers and on the society’s website.
Shareholders themselves will be able to use modern means of communication. As of June 2016, they are not required to attend the meeting in person.
They may well take part using “information and communication technologies.” That is, in the format of a video call, webinar, conference, etc.
In the form of a file with an electronic digital signature (EDS), a shareholder can send a statement of desire to exercise the pre-emptive right to purchase shares.
But only if it is registered in the registry.
The second group of amendments is related to the timing of extraordinary meetings.
Thus, less time is allocated by law for their preparation, identification of potential participants, and notification of shareholders.
Moreover, in connection with the addition of new methods of communication, the address of the voting site and email address for sending a ballot were added to the information required to be included in the message about the meeting.
Absentee participation is equivalent to full-time participation if the participant has registered (including on the website), submitted a completed ballot 2 days before the date of the meeting, otherwise notified the company of his vote through a nominee.
The lists of holders of the pre-emptive right to purchase shares have been clarified.
These include those shareholders whose names were on the lists on the date of the meeting where the issue of an additional issue was decided.
And those whose data was included in this list 10 days after the decision of the board of directors.
And the list of shareholders who have the right to demand the redemption of shares is compiled not before, but after the general meeting, taking into account the demands made by the participants.
The law also relieved the JSC of the need to provide various types of certificates and statements to potential participants in general meetings.
From now on, it is the responsibility of the registrar, who should be contacted.
These are, in brief, the main innovations in Law 208-FZ “On Joint-Stock Companies”.
Lawyer Live. Changes in the work of joint stock companies from July 1, 2016
Law 208-FZ “On Joint-Stock Companies”: Detailed information about joint-stock companies and recent changes to the law
