How to open ao and pao. Procedure for registering a legal entity Set of documents required for registering a joint stock company

A joint stock company (JSC) is the second most popular form of commercial organization in Russia after a limited liability company (LLC).

A joint stock company is created to achieve global economic goals when its creators do not have the necessary funds to achieve this goal alone.

A joint stock company (hereinafter referred to as the company) is a commercial organization whose authorized capital is divided into a certain number of shares certifying the obligatory rights of the company's participants (shareholders) in relation to the company.

Shareholders are not liable for the company's obligations and bear the risk of losses associated with its activities to the extent of the value of the shares they own. Shareholders have the right to alienate their shares without the consent of other shareholders and the company.

The procedure for establishing a JSC is regulated by Art. 9 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”.

You need to pay attention! From September 1, 2014, joint stock companies will be public or non-public (there will no longer be a division into open and closed joint stock companies). In this regard, a global re-registration of the joint-stock company is planned. It will be necessary to make changes to the constituent documents (adjust the name and other provisions of the charter in accordance with the new legislation). From October 1, 2014, all joint-stock companies are required to transfer the maintenance of the register of shareholders to specialized registrars (currently, the vast majority of joint-stock companies maintain the register independently), which will entail additional costs and other difficulties. These changes are regulated by Federal Laws No. 142-FZ of July 2, 2013 and No. 99-FZ of May 5, 2014.

Joint-stock companies created before the entry into force of this Federal Law and meeting the characteristics of public joint-stock companies (clause 1 of Article 66.3 of the Civil Code of the Russian Federation (as amended by this Federal Law)) are recognized as public joint-stock companies, regardless of the indication in their corporate name that that society is public.

The most important thing is that the address will be additionally checked a month after registration, and if there is evidence of its unreliability, the decision on registration may be canceled by a higher authority.

To avoid possible problems, entrust your concerns to the professionals of the BALIOT company, and we will do everything for you!

Creation of a joint stock company: step-by-step instructions (main stages)

General issues of creating a JSC are regulated in Art. 98 Civil Code of the Russian Federation. This issue is discussed in more detail in Chapter 2 (Articles 8-13) of the Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ (hereinafter referred to as Law No. 208-FZ, Law “On JSC”). The procedure for placing shares when creating a JSC is also regulated:

• Law “On JSC” (Articles 9, 25);
• Regulations of the Bank of Russia “On standards for issuing securities...” dated August 11, 2014 No. 428-P (clauses 1.2, 12.1, 12.2).

Step-by-step instructions for creating a joint-stock company include several stages, during which the following actions are performed:

1. Preliminary approval of the conditions for the formation of the company, preparation of draft constituent and other related documents. This stage is not provided for by law and is not mandatory, however, in practice, preliminary approval and elaboration require, as a rule, not only constituent documents, but also issues that must be resolved when creating a company (choosing a field of activity, elaborating the composition of participants, etc. .).
2. Conducting a meeting of founders and making a decision based on its results. If there is only one founder, then he makes the decision on creation alone. In addition, the charter of the joint-stock company is approved at the meeting.
3. Conclusion of an agreement between the founders of the future company. The contractual document is concluded in writing and regulates, among other things:

• the procedure for the general activities of the participants;
• powers of the founders to create a company.

1. Preparation and submission to the Federal Tax Service at the location of the joint-stock company of documents for state registration of the company.
2. Registration of JSC (receipt of documentation) and distribution of shares (securities) among the founders.
3. Approval and registration of the decision to issue securities.
4. Registration of a report on the issue of securities.

What you need to know before opening a joint stock company

JSCs can be created in the form of public or non-public companies. At the same time, public companies (hereinafter referred to as PJSC) include companies whose shares are publicly traded. Other companies are non-public.

In addition, paragraph 1 of Art. 66.3 of the Civil Code of the Russian Federation establishes that legislative norms on public companies also apply to joint-stock companies, the constituent documents and names of which contain information about their publicity (that is, PJSC). Consequently, the question of the form of society must be resolved immediately.

The question of whether to register a PJSC or a JSC is decided exclusively by the founders. The registration procedure in both cases is practically the same, with the exception of the need to submit information about the publicity of the JSC to the registration authority and to include information in the constituent documents that the JSC is public.

Registration of the decision to create a PJSC or JSC

The final document of the meeting of founders on the issue of the formation of the joint-stock company and other issues related to its future activities should be a decision (Article 9 of Law No. 208). The document reflects the list of information reflected in clause 2 of Art. 9 of Law No. 208 and including:

• decisions made at the meeting and the results of voting on them;
• information about the approval of the company’s charter (we will discuss its content below);
• information on the election of management bodies, auditors or revising commissions and approval of the registrar.

Charter of JSC/PJSC

The charter of the joint-stock company is approved during the constituent meeting. The document must include:

• information about the name (short and full), address of the company;
• information about shares (quantity, base value, category and type) and shareholder rights;
• information about governing bodies, their competence and operating procedures;
• other necessary information.

The charter of a non-public joint-stock company may include:

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• restrictions on the number of shares per shareholder and their total initial value;
• maximum number of votes per shareholder.

The PJSC must reflect in this document:

• information about publicity;
• the presence of a board of directors in the company, its competence and operating procedures.

How to create a joint stock company to attract investments and place shares

The procedure for creating a joint-stock company to attract investments is no different from the procedure for creating any other joint-stock company. The only thing that needs to be taken into account is that in order to attract investments, a JSC can be public (registered in the form of a PJSC). The most effective means of attracting investment is the issue of bonds (long-term loans secured by shares of a joint stock company). Bank loans, bill loans, etc. are also used as investments.

An important stage in the formation of a joint stock company is the placement of shares and registration of the issue. A sufficient condition for placing shares before state registration of their issue is the creation of a joint stock company. Moreover, their placement occurs through distribution among the participants of the company. If the JSC has only one founder, then the shares, accordingly, are acquired by one person.

The placement of shares during the formation of a joint-stock company is based on the relevant agreement concluded between the founders; when creating a company by one person - on the basis of a decision. In this case, both the agreement on the creation of the JSC and the decision of the sole founder must contain information:

• on the amount of authorized capital;
• categories (types) of shares;
• value and payment procedure for shares.

Based on the same documents (agreement or decision on establishment), in the presence of a certificate of registration of the company, the following occurs:

• crediting shares to the issue account;
• writing off shares from the issue account;
• crediting shares to personal accounts.

These procedures are carried out by the holder of the company register.

To register the initial issue of shares you must:

1. Prepare a decision on the issue and a report on the results of the issue of shares of the company.
2. Approve the decision to issue shares at the board of directors.
3. Approve the report on the results of the issue of shares by the head of the company.
4. Submit documents for state registration of the issue of shares and a report on the results of their issue to the Bank of Russia.

State registration of the issue and the report on the results of the issue of shares upon formation of the company is carried out simultaneously.

From what moment is a joint stock company considered created?

It is not controversial, but it may cause some difficulties in determining the moment from which a joint-stock company can be considered created (from the date of registration of the company or issue of shares).

According to Art. 8 of the Law “On JSC”, a joint-stock company is considered created from the moment of its state registration, that is, entering information about it into the Unified State Register of Legal Entities. Moreover, transactions with shares performed by the registrar (crediting shares to the issue account, debiting them from the issue account and transferring them to personal accounts) are carried out on one day - the day the company is registered by the tax service.

In the future, all measures for registering the initial issue of shares are carried out by the already existing company. Documents for registering the issue of shares must be submitted to the Bank of Russia no later than 30 days from the date of registration of the company.

Thus, the establishment of a joint stock company involves the coordination and settlement of a large number of nuances. It is especially important to resolve issues related to the choice of field of activity, issue of shares and their state registration.

The organizational and legal form of business in the form of a joint stock company is widespread, so it is not surprising that many founders want to register their business entity in this form. Registration requires knowledge in this area, since if there is insufficient information there is a high risk of refusal. To avoid such troubles, in this article we consider the procedure for registering a joint stock company.

What is a joint stock company

A joint-stock company differs from other forms of organization in that the shares of deposits and profit in it are provided for by a certain number of shares. It is their presence that indicates the direct relationship of the shareholder to this company. It is worth noting that societies can be open and closed; now they are called public and non-public.

Anyone can become a shareholder of a public company after purchasing shares or receiving them in any other way. In a non-public company, the list of shareholders is specified, and there are restrictions on the ability to become a shareholder. In addition, the management of a joint stock company may be in the hands of the shareholders themselves or in the hands of the board of directors owning controlling blocks of shares, that is, the largest number of shares.

We will consider the example of registering a joint-stock company, based on the fact that a non-public joint-stock company is being registered that does not have a board of directors, and its authorized capital consists of two parts - monetary and property.

First steps - collecting documents for JSC

In order to carry out successful registration, the trustee of the company must first establish what amount of the authorized capital has a property value. The approximate value, estimated or acquisition cost of a property cannot be considered an objective indicator. In order to correctly determine the amount, consultation with independent appraisers will be required. They will determine the market value of the property, which will express the amount of the authorized capital. By the way, the transfer of the property itself, which forms this amount, is also important, which should not be forgotten when preparing application documents. You must receive a certificate from the appraisers in two copies at once.

The second stage of JSC registration is the collection and preparation of documents. It is worth saying that registration requires the mandatory presence of all documents from the list, and sometimes government authorities may require additional documentation. What does the main package of documents consist of:

• Application for registration (). When filling out this form, please note that only the clause on the nominal value of the shareholder's share is subject to it. The fraction size is not expressed as a fraction, so this part will be left blank. It is provided for LLC.
• The minutes of the meeting of founders are drawn up directly about the decision to create a joint stock company, as well as about the methods of investing in the authorized capital. In our case, the moment of assessing property value will be discussed in the same protocol.
• The next document is the establishment agreement. A particularly important point is the discussion of the issue of placement of shares, since if there is insufficient coverage of it, the bank may refuse to issue them.
• The charter is the main document of the company, which is also considered during the registration process, and therefore is provided in a package of documents in two copies.
• Be sure to attach a receipt for complete payment of the state duty, since without it the documentary package will not even be considered.
• Documentation indicating the legal address of the company.
• Report obtained as a result of property valuation (two copies).

Registration of a joint-stock company in Moscow requires just such documents. They can be supplemented with an application for the simplified tax system and a power of attorney if the specified tax regime is applicable and the documents are submitted by a proxy. In addition, the composition of the documentary package may differ by region, which means that this point needs to be clarified before providing documentation.

For details on the intricacies of JSC registration, watch the video:

Final stages

At the end of the registration procedure, the register of shareholders is transferred to the registrar. This stage is carried out before the registration of JSC shares. Documents submitted at this stage must meet the requirements of the specific registrar. In the event that there is no payment for shares by shareholders, the shares are indicated as onerous.

The next stage will be the issue of shares by the Central Bank. The decision on it in the case under discussion will be made by the meeting of shareholders, which is carried out in a standard manner with mandatory recording of the decisions made. Documents on the issue of shares are also submitted to the registrar in electronic and text format; after twenty days of their consideration, the procedure for creating a joint stock company will be considered completed.

As you can understand from the step-by-step instructions presented for registering a joint stock company in 2019, this is a rather complex process. For this reason, agencies have been created to collect and prepare documents for registration, as well as carry out this procedure from beginning to end. Services of this kind, of course, are not free, but a professional approach to the matter ensures its success.

Mandatory nature of state registration

A joint stock company, like any other legal entity, is subject to mandatory state registration with the body that carries out state registration of legal entities. The registration procedure is determined by Federal Law No. 129 of August 8, 2001 “On State Registration of Legal Entities.” State registration of legal entities is carried out by the federal executive body at the location of the legal entity or its permanent executive body.

In accordance with Decree of the Government of the Russian Federation dated May 17, 2002 No. 319, adopted in pursuance of this law, the functions of the authorized federal executive body carrying out state registration of legal entities are assigned to the Federal Tax Service. State registration of legal entities with tax authorities is carried out upon their creation, reorganization, liquidation, amendments to constituent documents, changes relating to information about a legal entity, but not related to amendments to constituent documents.

State registration- this is a check by the state of the procedures for the creation, reorganization or liquidation of legal entities for their compliance with current legislation, as well as recording of all legal entities in the state register.

Specifics of state registration of a joint stock company. Unlike any other legal entities, a joint stock company is not just a legal entity, but a legal entity that issues its shares, which make up its authorized capital.

For this reason, state registration of a joint stock company has a dual character. When created, a joint stock company must be simultaneously registered as a legal entity and an issuer of shares.

Registration as a legal entity is carried out by state registration authorities, and registration of the issue of shares of a joint-stock company is carried out by the Federal Service for Financial Markets (FSFM).

State registration procedure

State registration of a joint stock company is a strictly formal procedure both in terms of the list of documents provided, their content, and in the order of their consideration and making an appropriate decision. An approximate scheme for registering a joint stock company is shown in Fig. 4.

List of documents required for state registration

• application for state registration. The application confirms that the provided constituent documents comply with the requirements for constituent documents established by Russian legislation, the information contained in the provided documents is reliable, and when creating a joint-stock company, the established procedure for its establishment was followed;
• the decision on the establishment of a joint-stock company in the form of a constituent agreement, and in the case of the establishment of a company by one person - his decision on the establishment of a joint-stock company;
• charter of the joint stock company approved by the founders;
• document confirming payment of the state registration fee.

If among the founders of the joint stock company being created there are foreign legal entities, then it is necessary to additionally provide an extract from the register of foreign legal entities of the corresponding country of its origin.

Upon state registration of a joint-stock company created through reorganization, instead of a decision on the creation of a company, a decision on the reorganization of the joint-stock company is provided, as well as an agreement on merger or accession in cases provided for by federal laws, and a transfer act or separation balance sheet.

Organization of the registration procedure

Registration documents are provided to the registering authority by a person authorized by the founders directly or sent by post with a declared value when forwarded and an inventory of the contents.

• head of the permanent executive body of the joint-stock company;
• the founder (founders) of the joint-stock company upon its creation;
• the head of a legal entity acting as the founder of a registered legal entity;
• bankruptcy trustee or head of the liquidation commission during the liquidation of a joint stock company;
• another person acting on the basis of a power of attorney or other authority.

Registration of a joint stock company as a legal entity is carried out by the registration authority no later than five working days from the date of submission of the necessary documents.

The decision on state registration made by the registration authority is the basis for making a corresponding entry in the state register containing complete information on the creation, reorganization and liquidation of legal entities.

The moment of state registration is the entry by the registering authority of the corresponding entry into the state register.

Within 15 days after registration of a joint stock company, the Federal Antimonopoly Service must be notified about this if the total assets of the founders are more than 100 thousand established minimum wages.

Registration of a reorganization of a joint stock company in the form of a merger also requires prior approval from the Ministry of Antimonopoly Policy if the assets of the merging companies in total exceed the specified amount.

Refusal of registration

Refusal of registration is permitted only in cases of discrepancy between the composition of the submitted documents and the information contained in them as provided for in current regulations.

The decision to refuse state registration with the justification for the refusal is sent to the authorized person specified in the application for state registration.

State registration of changes made to the charter. All changes in the constituent documents of the company are also subject to state registration. State registration of changes made to the constituent documents of a joint-stock company, and (or) introduction into the state register of changes relating to information about it, but not related to changes to the constituent documents, is carried out by the registration authority at the location of the company.

Registration of the issue of shares established by a joint-stock company. A joint stock company being established is not only a legal entity, but at the same time an issuer of its shares, and the issue of the latter is subject to mandatory registration by law. Therefore, when establishing a joint stock company, but after its state registration as a legal entity, it is necessary to register the issue of its shares with the Federal Service for Financial Markets (FSFM) or in its regional branches.

We will look in more detail at the list of required documents, their content and the procedure for consideration by the FFMS in one of the subsequent chapters. State registration of the issue of shares is a necessary condition for the creation of a joint stock company. Its absence serves as the basis for the FFMS and its regional branches to file a lawsuit to liquidate the joint-stock company as a legal entity.

Completion of registration procedures

Strictly speaking, registration of a joint stock company as a legal entity and as an issuer does not cover all aspects of its registration as a full market participant and a subject of civil society as a whole. A joint stock company is a mandatory taxpayer; it must make mandatory payments to pension funds, provide information to the country's statistical authorities, etc.

In cases where the specified registration is mandatory by law, the joint-stock company must also register with the relevant organizations.

• obtaining a statistical code (identification number) from the State Statistical Office;
• registration with the tax office;
• registration with the State Pension Fund, employment funds, health insurance and social protection.

Services for registration of joint stock companies. As a rule, the founders of a joint stock company have only a rough idea of ​​the procedure for its registration, the documents required for this, deadlines and
etc.

The entire process of state registration of a joint stock company being founded requires quite a lot of time, which the founders usually do not have at their disposal because they are busy with their own business. The latter often prefer to entrust the preparation of documents necessary for registration and their submission to the relevant authorities to legal firms that specialize in providing this type of service.