Amendments to the Civil Code of the Russian Federation: legal entities. PAO - what is this form of organization What does PAO mean instead of JSC

Which amended Chapter 4 of the Civil Code of the Russian Federation, legal entities must make changes to their name and from open joint stock companies (JSC) become joint stock companies (JSC) or public joint stock companies (PJSC). In this situation, a number of fundamental questions arise. Is this change considered a reorganization? Is it necessary to notify the tax authorities at the location of separate subdivisions, the place of registration as the largest taxpayer, the FSS of Russia and the Pension Fund of the Russian Federation? Are these institutions required to issue new registration notices with a changed name? How will this change affect reporting to the Pension Fund of the Russian Federation, the FSS of Russia, tax authorities? How should I report on 2-personal income tax certificates? How are standard and property deductions for personal income tax provided to employees in such a situation? How to calculate the base for the calculation of contributions to extrabudgetary funds? Is it necessary to conclude an additional agreement with each employee to the current contract and make an entry in the work book? Does the company have the right to accept primary documents for goods (services) from counterparties, which indicate the previous name (JSC)? From what date does a company need to use primary documentation with a new name: from the date of making changes to the constituent documents or from the date the tax authority issues a record sheet of such changes? Are there risks of refusal to deduct VAT on an invoice issued by a counterparty for the old name (JSC) after its change (to JSC or PJSC)? Let's analyze the situation.

On September 1, 2014, amendments to the Civil Code of the Russian Federation introduced by Law No. 99-FZ came into force. The law ruled out the division of joint-stock companies into closed and open ones. Starting from the indicated date, joint-stock companies are divided into public and non-public (Article 663 of the Civil Code of the Russian Federation).

According to paragraph 7 of Art. 3 of Law No. 99-FZ, the constituent documents, as well as the names of legal entities established before the date of entry into force of this Law, are subject to harmonization with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Law) upon the first change in the constituent documents of such legal entities. Consider whether the introduction of amendments to the constituent documents in terms of changing the name from OJSC to JSC or PJSC is a reorganization.

On the presence of signs of reorganization when changing the name of the company and its constituent documents

Article 57 of the Civil Code of the Russian Federation reveals the concept of reorganization through the enumeration of its forms: merger, separation, separation, accession, transformation. At the same time, as a result of the reorganization, a new legal entity is formed and it is carried out by decision of its founders or the body of the legal entity authorized by the constituent documents.

According to paragraph 5 of Art. 58 of the Civil Code of the Russian Federation, when a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization.

According to the meaning of this norm, transformation implies a change in the organizational and legal form of a legal entity.

In accordance with paragraph 3 of Art. 66 of the Civil Code of the Russian Federation (as amended in force before the entry into force of Law No. 99-FZ), business companies can be created in the legal form of a joint-stock company, a limited liability company or an additional liability company.

By virtue of Art. 20 of the Federal Law of December 26, 1995 No. 208-FZ "On joint-stock companies» (JSC) has the right to transform into a limited liability company (LLC) or a production cooperative (PC).

Consequently, the Civil Code of the Russian Federation directly establishes that a joint-stock company is the legal form of a legal entity. At the same time, the reorganization of a joint-stock company is recognized as its transformation only into an LLC or PC.

When the abbreviation "JSC" is replaced in the corporate name of the company with "JSC" or "PJSC", the company remains a joint-stock company, its organizational and legal form remains unchanged. Hence, in the situation under consideration, reorganization does not occur.

In accordance with paragraph 5 of Art. 54 of the Civil Code of the Russian Federation, the name, company name and location of a legal entity are indicated in its constituent document and in the Unified State Register of Legal Entities (EGRLE).

According to paragraph 2 of Art. 96 of the Civil Code of the Russian Federation, the corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.

As indicated by the Federal Tax Service of Russia in a letter dated September 4, 2014 No. SA-4-14 / [email protected], the company name of a non-public joint stock company in Russian must contain the full name of the company and the words "joint stock company", the abbreviated company name in Russian must contain the full or abbreviated name of the company and the words "joint stock company" or "JSC".

Thus, from a legal point of view, changing the indication in the company name to the organizational and legal form of the company is a change in the company name in connection with bringing it into line with the new requirements of the law. This changed company name is fixed in the new version of the constituent documents.

This conclusion is confirmed by a literal interpretation of the wording of paragraph 7 of Art. 3 of Law No. 99-FZ, which states that bringing into line with the norms of Chapter 4 of the Civil Code of the Russian Federation constituent documents are subject, as well as names legal entities. At the same time, this norm does not indicate that legal entities are obliged to carry out reorganization in the form of transformation.

A similar opinion is expressed by individual state structures. For example, the Federal Air Transport Agency in the letter "Explanations of the Federal Air Transport Agency in connection with the entry into force from September 1, 2014 of the changes made to chapter four of the first part of the Civil Code of the Russian Federation by Law No. and non-public (instead of dividing into open and closed), i.e. the organizational and legal form "joint stock company" is preserved, the name of the types of joint stock company is changed. Consequently, the indication in the company name of the joint-stock company of its type by virtue of clause 1 of Art. 54, paragraph 1 of Art. 663 and Art. 97 of the Civil Code of the Russian Federation, by its legal nature, is not its reorganization (change in the legal form).

Thus, making changes to the name and constituent documents of the company in order to bring them into line with the new version of Chapter 4 of the Civil Code of the Russian Federation is not a reorganization.

On the need to notify the tax authorities, the FSS of Russia and the PFR and on the obligation of these institutions to issue new notices of registration, with a changed name

Notice to tax authorities.

As a general rule, in accordance with paragraph 7 of Art. 3 of Law No. 99-FZ, a change in the name of a legal entity in connection with bringing it into line with the current legislation does not require changes to the title and other documents containing its former name.

At the same time, for the purposes of tax control, the norms of the Tax Code of the Russian Federation are applied.

According to paragraph 3 of Art. 84 of the Tax Code of the Russian Federation, changes in information about Russian organizations are subject to accounting by the tax authority at the location of the Russian organization on the territory Russian Federation based on the information contained in the Unified State Register of Legal Entities.

As stated in clause 3.6 of the Procedure, changes in information about organizations are subject to accounting by the tax authority at the location of the organization on the basis of an extract from the Unified State Register of Legal Entities containing the relevant information. The tax authority at the location of the organization that has made changes to the information about the organization contained in the Unified State Register of Legal Entities is obliged to send an extract from the Unified State Register of Legal Entities through communication channels to the tax authorities in which the organization is registered on the grounds established by the Tax Code of the Russian Federation. According to the information received, the tax authorities, in which the organization is registered, make changes to the information contained in the USRN no later than the business day following the day the relevant information is received.

Order of the Ministry of Finance of Russia dated July 11, 2005 No. 85n “On Approval of the Peculiarities of Registration of the Largest Taxpayers” did not establish any special provisions on the taxpayer’s obligation to notify the interregional inspectorate for the largest taxpayers of a change in its name.

Consequently, the taxpayer is not obliged to report to the tax authorities at the location of separate subdivisions, the place of registration as the largest taxpayer about the change in the company name. The specified information is received by the relevant tax authorities through internal communication channels from the tax authority that made changes to the Unified State Register of Legal Entities.

Thus, the company is not obliged to report to the tax authorities at the location of separate subdivisions, the place of registration as the largest taxpayer about a change in its name. Relevant information must be obtained by the tax authorities themselves.

Issuance of a new notice of registration and change of name.

The tax legislation does not provide for the procedure for entering information into issued notices of registration of a taxpayer or issuing new notices in the event of changes in the taxpayer's business name.

As the Federal Tax Service of Russia pointed out in a letter dated September 16, 2014 No. SA-4-14/18715, the procedure for replacing notices of registration with the tax authorities is not provided for by the legislation on taxes and fees. Given the above, when bringing the name in line with the norms of Chapter 4 of the Civil Code of the Russian Federation, it is not required to replace notices of registration with tax authorities on the grounds provided for by the Tax Code of the Russian Federation.

Thus, the tax authorities are not required to issue new notices of registration to the company in connection with a change in the company name.

Please note: the issue of documents to be issued in the event of state registration of a change in the name of a legal entity is considered in the letter of the Federal Tax Service of Russia dated May 7, 2015 No. SA-4-14 / [email protected]

According to these clarifications, when bringing the name of a legal entity and its constituent documents in line with the norms of Chapter 4 of the Civil Code of the Russian Federation in a new edition, paragraph 1 of Art. 17 of the Federal Law of August 8, 2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs".

Based on this norm, the following documents are submitted to the registration authority:

1. application for state registration of changes made to the constituent documents of a legal entity, in the form No. P13001, approved by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected]"On approval of forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) enterprises";
2. a decision to amend the constituent documents of a legal entity or other decision and (or) documents that, in accordance with federal law, are the basis for making these changes;
3. changes made to the constituent documents of a legal entity, or the constituent documents of a legal entity in a new edition in two copies.

By virtue of the norms of Law No. 99-FZ, when registering changes in the constituent documents of legal entities in connection with bringing these documents into line with the norms of Chapter 4 of the Civil Code of the Russian Federation in the new edition, the state fee is not charged.

The Federal Tax Service of Russia notes that when changing the name of a legal entity, the issuance of a certificate of state registration of a legal entity upon creation, containing its new name, is not provided for by the legislation of the Russian Federation.

After the corresponding entry is made in the Unified State Register of Legal Entities, the Unified State Register of Legal Entities is issued in the form No. Р50007 containing information about the new name of the legal entity.

Simultaneously with the Unified State Register of Legal Entities, a Certificate of registration of a Russian organization with the tax authority at its location in the form No. 1-1-Accounting, approved by order of the Federal Tax Service of Russia dated August 11, 2011 No. YaK-7, is issued containing information about the new name of the legal entity -6/ [email protected].

Thus, during the state registration of changes, the tax authorities are obliged to issue the Unified State Register of Legal Entities in the form No. P50007 and a new Certificate of registration of the Russian organization with the tax authority at its location in the form No. 1-1-Accounting.

Notification of the FSS of Russia and the Pension Fund of the Russian Federation on the change of name.

This form contains a line about the name of the organization. Accordingly, a situation is not ruled out where, if the taxpayer has an application and notification of confirmation of the right with the initial name of the company, later during the audit, the tax authorities will have questions about the legality of the property deduction, if at the time of the audit the company has a different name.

In the Tax Code of the Russian Federation, the issue of replacing a notice confirming the taxpayer's right to property tax deductions when bringing the name of a joint-stock company in line with the provisions of Chapter 4 of the Civil Code of the Russian Federation is not directly regulated. There are also no clarifications from the regulatory authorities on this issue.

However, there are clarifications regarding the reorganization. Thus, the Federal Tax Service of Russia for Moscow in a letter dated July 19, 2007 No. 28-11 / 069132 noted that the organization that ceased operations as a result of the reorganization and the successor organization registered with the tax authority are two different taxpayers . Thus, a reorganized company is not entitled to provide its employees with notices in which the employer indicates the organization being reorganized.

Since there is no reorganization, the company with a new name has no grounds for refusing to provide a deduction upon receipt of a notification of confirmation of the right to a property deduction with the previous name. At the same time, the right of a taxpayer to receive a property deduction cannot be made dependent on a change in the company name of a tax agent. The risks of filing claims are assessed by the authors as low.

Standard tax deductions.

Therefore, in order to avoid a refusal to deduct VAT, as well as the need to submit additional documents, it is recommended that the company carry out explanatory work with counterparties about indicating the changed name in invoices.

Other points

Renewal of licenses.

According to Part 1 of Art. 18 of the Federal Law of May 4, 2011 No. 99-FZ “On Licensing Certain Types of Activities”, a license is subject to re-issuance, including in the event of a change in the name of a legal entity.

In accordance with paragraph 1 of Art. 54 of the Civil Code of the Russian Federation, the name of a legal entity contains an indication of its organizational and legal form.

Thus, an indication in the constituent documents of a legal entity of a different organizational and legal form means a change in its name.

However, as follows from Part 7 of Art. 3 of Law No. 99-FZ, changing the company name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require changes to title and other documents containing its former company name.

This norm does not specify what refers to “other documents containing its former name”.

On the one hand, the Law is intended to alleviate the situation of business entities that are forced to make changes to their name not on their own initiative, but in connection with changes in legislation.

Based on this approach, if the indication of the type of company “open” is excluded from the name in order to bring it into line with the new requirements of the Civil Code of the Russian Federation, it is not required to reissue the license.

This approach is supported by some government bodies. Thus, the Ministry of Natural Resources of Russia in a letter dated April 20, 2015 No. 02-11-44 / 9212 noted that changing the name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require mandatory renewal of licenses for the use of subsoil containing its former name.

FSTEC of Russia in the information message dated April 10, 2015 No. 240/13/1436 indicated that all licenses issued to organizations before September 1, 2014 by the FSTEC of Russia retain their legal force and their renewal is not required. At the same time, these licenses may be reissued on the basis of applications from licensee organizations in the manner prescribed by the legislation of the Russian Federation.

On the other hand, since licenses are not expressly specified in paragraph 7 of Art. 3 of Law No. 99-FZ, the risk of claims from the relevant state authorities cannot be excluded.

For example, the Bank of Russia, in its letter No. 012-33-6/3588 dated April 23, 2015, indicated that, as a general rule, a credit institution is entitled to carry out banking operations only on the basis of a special permit (license) from the Central Bank of the Russian Federation. The introduction of amendments to the charter of a credit institution related to bringing its name in line with the requirements of Chapter 4 of the Civil Code of the Russian Federation entails the replacement of licenses for banking operations.

If the company has licenses to carry out certain types of activities, it is recommended to seek clarification from the authority that issued the license about the need to re-register it in the situation under consideration.

Issuance of disability certificates.

According to part 5 of Art. 13 of the Federal Law of December 29, 2006 No. 255-FZ, for the appointment and payment of temporary disability benefits, the insured person submits a certificate of disability issued by medical organization in the form and in the manner prescribed by the legislation of the Russian Federation.

The form of the certificate of incapacity for work was approved by order of the Ministry of Health and Social Development of Russia dated April 26, 2011 No. 347n.

The procedure and rules for filling out a certificate of incapacity for work are explained in Chapter 9 of the Procedure for issuing certificates of incapacity for work, approved by order of the Ministry of Health and Social Development of Russia dated June 29, 2011 No. 624n.

According to clause 57 of the Procedure, the line “Place of work - name of the organization” indicates the full or abbreviated name of the organization. These data must comply with the constituent documents of the organization.

As has been repeatedly pointed out, changing the company name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require changes to title and other documents containing its former company name.

On the one hand, a certificate of incapacity for work can be attributed to other documents containing the former name of the organization. Considering paragraph 7 of Art. 3 of Law No. 99-FZ, the company may accept sick leave certificates with the previous name from employees.

However, in order to avoid the risks of the FSS of Russia refusing to reimburse the funds transferred by the employer to pay for sick leave, after making changes to the constituent documents, we recommend that you conduct explanatory work with employees so that the correct name of the company is entered on the disability certificates.

Federal Law No. 99-FZ of May 5, 2014 “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid”.

The procedure and conditions for assigning, applying, as well as changing the taxpayer identification number and the forms of documents used when registering and deregistering legal entities and individuals are approved by order of the Ministry of Taxation of Russia dated March 3, 2004 No. BG-3-09 / 178.

Approved by order of the Federal Tax Service of Russia dated November 13, 2012 No. ММВ-7-6/ [email protected]"On approval of the form and content of the document confirming the fact of making an entry in the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs".

“On approval of the forms and formats of documents used when registering and deregistering Russian organizations and individuals, including individual entrepreneurs, with the tax authorities, as well as the procedure for filling out forms of documents and the procedure for sending organizations or organizations by the tax authority to an individual, including an individual entrepreneur, certificates of registration with the tax authority and (or) notices of registration with the tax authority (notices of deregistration with the tax authority) in in electronic format through telecommunication channels".

Information message of the FSTEC of Russia dated April 10, 2015 No. 240/13/1436 “On the issues of reissuing licenses of the FSTEC of Russia in connection with the entry into force of the Federal Law of May 5, 2014 No. 99-FZ “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on the invalidation of certain provisions of the legislative acts of the Russian Federation "in terms of changing the names of organizational and legal forms of organizations".

People who are not familiar with the intricacies of Russian legislation often ask the question: “What is a PJSC? What is this strange abbreviation? It is easy to understand people - they are not yet accustomed to the new paradigm in which legal entities have recently existed, although people come across this abbreviation more and more often.

Many large Russian companies of the level of Gazprom and Aeroflot, INTER RAO and Sberbank, Rosgosstrakh and MTS have already acquired a postscript in their official names - PAO. This “subscription” means a Public Joint Stock Company - this is exactly the decoding of the word PAO, which is incomprehensible at first glance.

Where did this name come from, because it had never come into view before? What has changed in connection with such renaming? Let's deal with everything in order.

What is PAO

What has changed in the legislation?

In September 2014, the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), as part of a fundamental reform of civil legislation, underwent extensive changes to the section relating to the legal status of legal entities.

Instead of the organizational and legal forms “Open Joint Stock Companies” and “Closed Joint Stock Companies” (“OJSC” and “CJSC”, respectively), which have become so familiar, new ones appeared - “Public Joint Stock Companies” and “Non-Public Joint Stock Companies” (respectively - “PJSC” and NPAO). Organizations that belong to NPAO can be referred to simply as "JSC" - a joint-stock company.

The authorities explained the need for such fundamental changes by the need to get closer to the norms of European corporate law, which has long operated in its legislation with just such definitions.

Legal nature of a public legal entity

So, "PJSC" stands for "Public Joint Stock Company".

The full name of the organizational form emphasizes the openness and publicity of the company created under its banner.

By their legal nature, PJSCs are closer to OJSCs, and JSCs are closer to CJSCs. Only public companies have the right to free and unlimited distribution of shares on the market, which compares favorably with non-public companies - PJSC has a much greater opportunity to attract investors by offering a share in the authorized capital of the organization in return.

At the same time, the number of shareholders in a public company is not limited by anything. Shareholders can be at least a million pieces! Or maybe just one person!

People will ask themselves a question - if the law is changed, then why are many joint-stock companies still called "JSC" and "CJSC"?

The fact is that the law that amended the Civil Code of the Russian Federation does not oblige all existing organizations to momentarily change the name. This can be done with the next change of bylaws, which will happen in the working order.

That is, all legal entities that are being created now - they can only become "Public" and "Non-public", and companies created before the change in the law can continue to be "Open" and "Closed" for the time being. However, gradually both of these organizational forms will become a thing of the past, as firms re-register their charters.

It has already been noted above that PJSCs are the closest to the previously created OJSCs. At the same time, it is completely wrong to assume that these organizational forms are absolutely identical in nature. It's not, there are differences. The difference, of course, is visible primarily to professional lawyers, and from a legal point of view, it is very significant.

What is the difference between PJSC and OJSC

What will change in the activities of companies?

The differences between the "new" legal form and the "old" one can be traced in the changed approach to the nature of the formation of the authorized capital and the organization of the activities of the company's management bodies.

For employees of such enterprises who have formalized labor relations with "OJSC", and then it suddenly became "PJSC", nothing will change - there is absolutely no need to worry about this.

The only thing that will change for an ordinary employee is an entry in the work book, which will reflect that the name of the employer has changed. Only and everything.

Good to know: nothing will change for consumers of PAO goods and services.

If Rostelecom has become a public organization, this does not mean that the telephone service will somehow change. The subscriber will definitely not notice the difference. If KAMAZ has become a public company, then this will not affect the characteristics of cars either. The fact that they are now called in a new way does not exactly affect the main activity.

Legal differences between PJSC and OJSC

From a purely legal point of view, such differences are reflected in the following:

1. For an OJSC, such a management body as the Board of Directors was mandatory only in cases where the number of shareholders of such a company exceeded 50. In other cases, it could not be created. For a PJSC, the Board of Directors is obligatory in any case, regardless of how many persons own the shares. The minimum number of Council members is
   5 persons. Based on practice, this management body is very useful - it allows you to make management decisions more quickly. If there is no Council, then the General Meeting of Shareholders makes the majority of decisions. And while you collect it and hold it, a lot of time will pass, because the process of convening and preparing meetings of shareholders is strictly regulated (hereinafter also the Federal Law “On Joint-Stock Companies”). A meeting of the Board of Directors is much easier to hold.
2. The charter of an open joint-stock company could provide that existing owners of securities have the right of first refusal to purchase new additional issues for securities. In PJSC, no references to the charter are allowed - everything is only within the framework of the Federal Law "On JSC". If the law says that the pre-emptive right to acquire shares of additional issues from existing shareholders arises, then it means that it is so. No more clauses in founding documents.
3. All OJSCs were required to disclose information about the company's activities (accounting statements, annual reports on the results of activities, information on holding meetings of shareholders, etc.). Such a requirement was imperative, i.e. unconditional for execution. In case of non-disclosure of something, administrative liability was envisaged. Russian companies have paid many fines for non-disclosure or late disclosure of information. For PJSCs, the law opens up a previously unseen option - now a public economic entity has the right to apply to the Central Bank (the securities market regulator, which is also called the Bank of Russia) with an application for exemption from disclosure. And if the regulator considers that exemption is possible, then PJSC will be released from this very burdensome duty.
4. Previously, the OJSC was not required to certify the decision of shareholders' meetings. The owners could get together, draw up all the decisions in a protocol, and that's it - the decisions are valid for everyone. Now the law has introduced an additional procedure for mandatory certification (confirmation) of decisions taken by shareholders. Without certification, decisions will be considered invalid. For a PJSC, such a guarantor of the legality of the meetings held will be the registrar - a specialized organization that maintains a register of the company's shareholders. By the way, earlier the maintenance of the register of shareholders in some cases was allowed by the company itself. Now - only through the registrar.

It is important to know: for all currently existing OJSCs that have not yet managed to change the organizational forms abolished by law to new ones, the rules applicable to PJSCs apply.

If an open society becomes non-public, then the rules applicable to non-public organizations will apply to it. If the OJSC becomes a PJSC, then it, accordingly, will confirm the application to itself of all the obligations and advantages of a public company.

If we talk in general about the regulation of public legal entities, then the law in relation to them is predominantly imperative - strict rules are applied to such companies that do not allow deviating from them and prescribing other methods of regulation in the charter. Only non-public organizations have this luxury.

Creation and registration of PJSC

Why create a public company

Creating a joint-stock company is a rather troublesome and difficult task.

For start-up entrepreneurs, especially those who start their own business, it is absolutely useless to create joint-stock companies.

It will be quite enough to confine oneself to the creation of a Limited Liability Company (hereinafter referred to as LLC), or simply to obtain the status of an individual entrepreneur.

You need to think about creating a joint-stock company only in those cases when the businessman consciously understands the need for this.

If the number of your business partners has exceeded 50 people (this is the upper limit of participants for an LLC), or your business plans are so grandiose that you want to bring your company's shares to the financial markets in order to attract even more investors to your project, then, of course, you can think about creating a PAO.

Whatever the intentions, the creation of any joint-stock company consists of a number of procedures defined by law.

Stages of creating a Public Joint Stock Company

Preparatory stage

At this stage, the founders must resolve a number of fundamental issues of creating a legal entity:

• prepare draft documents required for registration (creation agreement, agreement with the future director);
• prepare a draft charter (containing the name, structure of the governing bodies and their duties, etc.);
• prepare lists of candidates for management bodies (we remind you that the Board of Directors for a public company is mandatory and it must consist of at least 5 people);
• decide on the candidacy of the director, request information from the Federal Tax Service about the disqualification of this person (there is an administrative sanction according to which a person cannot hold positions in management bodies). The director may also be elected from among the founders.

Holding a meeting of founders

At this stage, it is necessary to document all decisions made regarding the issues of creating a company.

Based on the results of the meeting, a protocol is drawn up, which reflects the will of the founders on the following points:

• create a legal entity;
• register its charter;
• elect governing bodies;
• determine the procedure and terms for contributing the authorized capital (for a public joint-stock company, it must be at least 100,000 rubles - this is the minimum amount that will ensure the rights of creditors);
• resolve other issues related to the establishment of the company.

State registration of a legal entity

The provision of services for the state registration of legal entities is carried out by the Federal Tax Service (hereinafter referred to as the FTS).

All previously prepared documents (charter, minutes of the meeting, receipt of payment of state duty and other documents), together with a special application in form 11001, must be submitted to the Federal Tax Service.

If all documents are drawn up correctly, the Federal Tax Service will register the company, enter information about it in the Unified State Register of Legal Entities (EGRLE). From this moment on, the legal entity will be considered created.

If the Federal Tax Service finds grounds for refusing registration, for example, errors are found in the documents, the state duty is paid in the wrong amount, then the entire registration procedure will have to be started anew.

Registration of legal relations with the registrar

As previously reported, a registrar is required for a joint-stock company - an organization that will take into account who is the company's shareholder, who acquires or alienates shares, and also performs a different range of issues related to servicing the legal entity.

It is necessary to conclude an appropriate agreement with the registrar and provide all the necessary information about the registered company and the authorized capital of such a company.

Registration of the issue of shares in the Bank of Russia

After registering the company, it is also necessary to register the issue of shares with the securities market regulator. To do this, it is necessary to provide the Central Bank with a package of documents in accordance with the Issue Standards.

As you can see, the procedure for creating a PAO is quite complicated.. However, now there are a large number of firms that will help in the creation process for a fee.

A public joint stock company is a commercial organization and it is created to make a profit from its activities. Such a society can be engaged in absolutely any kind of activity, of course, except for those that are prohibited by law.

The owners of a public company can be both the state and private individuals. A mixed form of ownership is also allowed.

The main feature of this organizational and legal form is the unlimited number of shareholders, as well as the free circulation of shares on the market, when shares, without any restrictions from other shareholders, freely pass from one owner to another.

We hope that after reading this article, the name of PJSC will not cause you any questions - now you know exactly what this abbreviation means, as well as what features public companies have.

Watch the video in which the specialist explains the features of PJSC registration:

The usual abbreviation OJSC began to fade into oblivion - according to federal law No. 99 of 05/05/14, this organization is being replaced by public joint-stock companies. It is worth figuring out if there are any differences in OJSC and PJSC, what are the characteristic features of this form of organization of activity, and who can now become a shareholder. And today we will talk about the number of participants in a public joint stock company, management bodies, as well as how to open a public joint stock company (his).

Public joint stock company as a type of legal entity

Concept and essence

In fact, PJSC is a complete analogue of an open joint stock company - now it is a more precise form of organization of activities, indicating the degree of publicity.

PJSC (Public Joint Stock Company) may differ:

1. Choice of activity.
2. The number of shareholders.
3. Management organization.

In all other cases, all PAOs have similar features. The features that characterize a public joint stock company are quite specific, they cannot be confused with other forms of organization of activity.

Read about the joint-stock company below.

The video below shows how joint-stock companies are being replaced by PJSCs and similar organizations:

Characteristics

The first thing that distinguishes PAO from, and several other forms of organization of activity, is the presence of shares. At the same time, it also has them, but here PAO has its own characteristics.

Two characteristic features of PAO:

1. Free sale of shares.
2. Unlimited number of shareholders.

A public joint stock company (PJSC) also has its pros and cons:

The disadvantages of this form are liability for personal property obligations for the debts of the joint-stock company and the need for one external audit of activities every year. It is important to know that personal liability directly depends on the volume of the block of shares.

This form of organization has much more advantages - in fact, any shareholder is a co-owner of the business. Anyone can become a member of a PJSC with a small investment, without having any entrepreneurial skills.

For the main initiators of the creation of a public joint stock company, such an approach to organizing activities makes it possible to attract additional material resources to the business, maximizing the chances for the successful development of the enterprise.

A public joint stock company is somewhat different from other forms of business in its management bodies. Such companies have additional opportunities.

Governing bodies

The supreme governing body is the general meeting of shareholders. In PAOs, their meetings are now forced to be attended by registrars or notaries. Depending on the type of activity, the size of the company and the presence of subsidiaries, a different structure of management bodies is possible.

The basic management structure looks like this:

• General Meeting of Shareholders
• Supervisory Board (Directors)
• CEO
• Executive Directorate
• Audit committee.

The structure may be more branched - several directors are legally allowed. It is also possible for legal entities to participate in the management bodies.

Now the number of members of the collegiate management body cannot be less than five participants. All members of the board cannot participate with their shares during the decision-making at the general meeting of participants of the PJSC. These aspects are usually reflected in constituent documents.

Read about the constituent documents for a public joint stock company, the number, composition and responsibility of participants below.

The specialist will tell about the registration of PJSC in the video below:

Founding documents and members

In the documents of PJSC and its corporate name, the need to indicate the publicity of the organization is legally fixed. The main constituent document of a PJSC is the charter of the organization, which defines the full and abbreviated names of the company, the rights of shareholders, the size of the authorized capital, the management structure and much more.

Previously, the participants of the OJSC had access to the possibility of preferential acquisition of shares by persons who were already their holders. Public joint stock companies are now guided only by federal laws, now they cannot provide for such features of the purchase in their charters. This allows anyone who wants to buy shares without regard to current shareholders.

PJSC shareholders have the same rights as participants in open joint stock companies. This does not depend on the size of the shareholding. They can:

• Receive dividends
• Study a number of documents
• Be part of the governing body
• Manage your own shares
• Participate in the general meeting of shareholders
• In case of PJSC liquidation, claim a part of the property.

At the same time, the participants also have responsibility - the debts of the PJSC apply to its participants according to the volume of their block of shares. Members of the organization are responsible with their personal funds if the property of the PJSC is not enough to pay off debt obligations. At the same time, the personal obligations of shareholders do not play a role for a joint-stock company, PJSC is not responsible for the debts of its participants.

Read below about the minimum authorized capital of a public joint stock company.

Capital formation

The capital of PJSC is provided by its shareholders in different proportional shares. For a public joint stock company, the minimum values ​​of the authorized capital in the amount of 100,000 rubles are established. Property contributions are also acceptable - their value is determined by an independent appraiser.

According to the changes from 2014, now 3/4 of the authorized capital must be paid before the registration of PJSC. The rest is due throughout the year.

The public joint stock company replaced the JSC. New nuances have appeared in this organizational form of activity, but the principle remains the same - shareholders form capital, have the right to vote and the opportunity to receive dividends. They also remained responsible for paying off the debt obligations of the joint-stock company. The governance structure has become branching, and the openness of data has become even more public.

Until the full amount of the authorized capital is paid, it is impossible for PJSC to organize an open sale of its shares.

This video will tell you what joint-stock companies can hide:

A public joint stock company is one of the key concepts of the new classification of business entities. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and stricter regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.

The concept of "public joint stock company (PJSC)" is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes the form of organization of a public company whose shareholders have the right to dispose of their shares. Its main differences are

• having an unlimited number of shareholders
• free placement and circulation of shares on the securities market
• permission not to contribute funds to the authorized capital of the company before its registration and opening of an account.

The definition of "public" suggests that this type of joint-stock company must adhere to a policy of more complete disclosure of information, compared to non-public ones. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).

The structure of PJSC can be represented as follows (see Fig. 1)

To understand the features of the creation and activities of PJSC, let's compare it with other types of joint-stock companies and consider examples of operating organizations with this form of ownership.

Public or open?

Since there are several concepts in the regulations that are close to each other in meaning, even among specialists in corporate law, disputes about their legal interpretation do not subside. Many questions relate to the differences between the "new" PJSC and the "old" OJSC. At first glance, “only the name has changed”, but this is not so (see Table 1)

Thus, although the changes related to public joint-stock companies seem not fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.

Public or non-public?

From the point of view of a non-specialist, a public joint-stock company, in its own words, is a former OJSC, and a non-public one is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business companies to organizations of different legal status:

1. A characteristic property of a PJSC is an open list of prospective buyers of shares, while a non-public joint-stock company (NJSC) does not have the right to sell its shares through public auction
2. The law prescribes PJSC to have a clear gradation of issues related to the competence of members of the board of directors and intended for discussion at the general meeting. NAOs are more free: they can change the collegial governing body to a sole one and make other reforms in the activities of the governing bodies
3. Decisions made by the general meeting and the status of participants in PJSC need to be confirmed by a representative of the registrar. NAO can contact a notary on this issue
4. A non-public joint-stock company has the right to include in the charter or corporate agreement a clause stating that, in relation to other interested persons, the advantage in buying shares remains with the existing shareholders. While this is unacceptable for PAO
5. All corporate agreements that are concluded in a PJSC must undergo a disclosure procedure. For NAO, a notification that the contract has been concluded is sufficient, and its contents can be declared confidential
6. All procedures for the redemption and circulation of securities, which are provided for in Chapter 9 of Law No. 208-FZ, do not apply to organizations that have officially recorded the status of non-public in their charters.

How to re-register an OJSC into a PJSC?

The renaming procedure is carried out by replacing the words in the name of the organization. Further, the charter should be reviewed, especially with regard to the board of directors and rights to advantages when buying shares, and bring them into line with the provisions of the legislation on public joint-stock companies.

The Civil Code states that the rules on public companies are applicable only to joint-stock companies, in the charter and company name of which there is a direct indication that they are public. These rules do not apply to other legal entities.

The most famous PAOs of Russia

The largest representatives of this form of ownership regularly top the ratings of the richest organizations in the country and the world. Here are a few legal entities included in the TOP-10 RBC rating for 2015: