In recent years, many large companies, for example, Sberbank and Gazprom changed their status from an open joint stock company to a public joint stock company (PJSC). Legal subtleties, the features of this organizational form, a sample of its charter - about this and more right now.
For a long time in Russia there was a division of all joint stock companies into 2 types:
- open (OJSC);
- closed (CJSC).
However, in the field of civil legislation, since September 1, 2014, there have been important changes, as a result of which open society began to be called a public joint-stock company, and a closed one - non-public. Accordingly, there is now another classification of these organizational forms:
- The OJSC was transformed into a PJSC;
- The closed joint-stock company was transformed into a non-public company, but the abbreviation did not change (however, NAO is sometimes used).
Thus, from the point of view of legislation and in fact, PJSC is the legal successor of OJSC, and these organizations differ only in name (changes made Federal law №99).
The law requires all founders to rename, and state duty is not paid for this, and the following must be changed in the constituent documents and other papers:
- seal;
- name of the organization in bank documents;
- name in all public contacts (sign, website, promotional materials, etc.).
Also, owners are required to notify all current counterparties of the organization in their intentions to rename. Otherwise, PJSCs are subject to the same legal requirements that applied to JSCs in the past (accordingly, for NJSCs the rules that applied to CJSCs apply).
PJSC and CJSC (NAO)
A comparison of a public joint stock company with a non-public one can be carried out in exactly the same way as in the case of OJSC and CJSC, respectively. The key differences are presented in the table.
| comparison sign | PJSC (OJSC) | NAO (ZAO) |
| number of shareholders | any | no more than 50 inclusive |
| pre-emptive right to purchase shares | absent | from other shareholders |
| how shares are distributed | freely | only between founders or other persons determined in advance |
| authorized capital | minimum 100 thousand rubles | minimum 10 thousand rubles |
| business management | open, the company can provide financial data relating to its activities | the company must publish financial data only when required by law |
| controls | General meeting, as well as a permanent executive body (represented by one founder) | Along with these structures, the activities of the Board of Directors are mandatory |
In terms of business status, public Joint-Stock Company creates more confidence among investors, shareholders and others interested parties, since information about it financial activities is publicly available, so you can make a more informed decision about cooperation.
Charter of PJSC sample 2017
The activities of any joint stock company are subject to the requirements of the law. To specify all the issues of its work, during the establishment of a company, its Charter is necessarily developed and adopted - in fact, this is the main regulatory document, which spells out in detail:
- basis for creating an organization (on the basis of what agreement, protocol General meeting shareholders with number and date);
- PJSC name;
- information about the direction of activity;
- information about the authorized capital;
- rights of shareholders and their responsibilities;
- features of company management;
- the procedure for its liquidation and other essential conditions.
In 2017, there were no significant changes in the design of the document; you can use the sample below as a basis.
In essence, the charter is the basic internal law of any joint stock company, including a public one. The document is divided into general and special parts.
General part of the charter
The document does not reflect which part is general and which is special. This division is based on the fact that in the general section all the information required by law is indicated, and in the special section, the founders and shareholders, at their request, provide additional information that they consider important.
TO general information relate:
- Full name of the company in Russian and any foreign language (at the request of the founders).
- The abbreviated name (abbreviation) is given if it exists.
- The exact address of the organization - usually it coincides with the one indicated during the mandatory state registration. All contractors are expected to contact company representatives at this address, as well as government agencies. This is where the activities and/or management of the company take place. Registration is kept at the same address with the tax office.
- Type – i.e. public or non-public.
- The amount of authorized capital formed at opening.
- Information about the shares: in what quantity they are issued, what their value is (at par value), as well as the type of securities (ordinary and preferred).
- Governing bodies - who heads them, what relates to powers.
- Information about the General Meeting of Shareholders - how often it meets, what it decides, and within what minimum time frame the company must notify shareholders about the meeting.
- What is the procedure for paying dividends (in what order, within what time frame, etc.).
- Information about regional representative offices and branches of the company, if any.
Special part
It describes in detail the operating procedure, as well as the specifics of the possible liquidation of the company. Some statements contain references to legislative acts, others are made without references, but they must not contradict any provisions of the law. The most frequently cited points are:
- when dividends will be paid in different situations;
- voting features of owners of preferred and common shares;
- the possibility of changing (including expanding) the competence of the board of directors if necessary;
- the procedure for reducing the amount of authorized capital in special cases;
- the possibility of changing the procedure by which votes will be counted at the meeting (if necessary);
- the possibility of expanding the range of issues that the General Meeting has the right to decide, as well as the requirements for quorum - the minimum number of votes by which a decision can be made.
The content of the charter depends, first of all, on the goals and objectives set by the founders for the company. Important role The capital of each shareholder also plays a role. If there are more large owners in a society, they often prefer not to prescribe all procedures in detail in order to have more opportunities to quickly change decisions when the market situation changes. If owners of small shares predominate, they would prefer to see a document with detailed description all aspects. Finally, the charter always strives to reflect real market conditions so that the PJSC can freely obtain loans and place its shares.
How the charter is adopted and amended
Initially, when the charter is adopted, it is discussed and approved by one or more persons who form the public joint stock company (founders). The document must undergo mandatory registration (Unified State Register of Legal Entities), otherwise it is not legally valid.
Some changes to the charter in mandatory are agreed upon with the shareholders who own the so-called voting shares at the General Meeting. In order for a decision to be considered adopted, it is necessary to obtain votes of at least 75% of the votes, and there are also requirements for a minimum turnout (quorum), which are also specified in the charter.
All changes are subject to approval by shareholders, except:
- changes to the use of the so-called “golden share” - this is the name given to the exclusive power of the state (at the federal or regional level) to veto any decision to change the text of the charter;
- recording information in connection with the formation of local branches, structural divisions and representative offices of the company;
- recording data on changes in the authorized capital: its increase or decrease (for more details, see the diagram).
IMPORTANT. Regardless of how the change was made to the charter, the previous edition automatically ceases to be valid, and the new document comes into force only after state registration.
PJSC management bodies
There are 2 central structures that manage all areas of the PJSC’s work:
- General Meeting of Shareholders.
- Permanently functioning Board of Directors.
The company is managed by the shareholders themselves. Their interests are represented and expressed in the form of a General Meeting, which is attended by many key decisions. Most often, the meeting consists of all shareholders who own common shares, but sometimes it also includes holders of preferred securities.
According to the law, this supreme body of a public joint stock company does not resolve all issues, but only within the limits of its competence (the whole range is spelled out in detail in the charter). Shareholders meet at a certain frequency - once a year (i.e. this structure is not permanent).
The law obliges the company to hold an annual meeting of shareholders. At the same time, participants must constantly make decisions to approve:
- key financial reporting documents activities of PJSC;
- reporting accounting documents (based on the results of the financial year);
- key officials: members who serve on the board of directors, authorized auditors, and audit staff.
To constantly monitor the situation, work with current issues and make urgent decisions, there is a management body that operates without interruption - the so-called sole executive body. It is represented either by the director himself (personally) or by the board of directors. Its responsibilities and the list of issues that it regulates are also clearly defined in the charter and relevant legislative acts. The Board of Directors has the right to elect from its circle an authorized representative - the President of the PJSC.
This official Vice-presidents report directly (each of them can oversee his own area of issues), directors of individual departments, as well as special committees, as shown in the diagram.
In 2014, serious improvements were introduced regarding the activities of enterprises. Very often the question began to be heard in the media: “What is a PJSC instead of an OJSC?” In this article we will try to answer it, as well as consider the related innovations.
Changes since September 2014
Since September 2014, amendments to the Civil Code of the Russian Federation have been adopted. They introduced innovations in the names, as well as some adjustments to the functioning various forms property. The question most often asked in entrepreneurship is: “What is a PJSC instead of an OJSC?”
The introduction of these changes is associated with the abolition of OJSC and CJSC, namely, a change in their names, that is, the concept of closed and open joint-stock companies has been abolished.
Instead, there will now be public and non-public societies. In essence, these will be the same associations of shareholders, but some aspects in their work will still change. So, according to the Civil Code of the Russian Federation, they will operate on the territory of the Russian Federation following organizations:
Public.
Non-public.
Non-public companies, in turn, will be divided into:
Joint-stock companies (abbreviated name AT).
Limited liability companies (short name LLC).
That is, the essence of the enterprise will remain the same, but the name will need to be changed.
The essence of the changes
Let's try to answer the question: "What is a PJSC instead of an OJSC?"
After the renaming, the activities of joint stock companies should become more open. In essence, it turns out that public societies will have to live up to their name. 
Previously, for the normal functioning of an OJSC or CJSC company, it was enough to place its shares and bonds on exchange trading and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be maintained by a special registrar.
Moreover, all meetings held by the enterprise should become more public. Mandatory notarization of all decisions made is also established. Certification of documents by a registrar is also allowed.
Significant changes are also noticeable in the need for annual audits. Previously, it was established only for JSCs, but now all joint-stock companies without exception are subject to mandatory annual audits.
What is an OJSC?
An open joint-stock company, or as they used to say, an open joint-stock company, is an enterprise whose fixed capital was formed through the issue of corresponding shares and bonds. Before January 1, 1995, such enterprises were called “open joint stock companies.” 
At the legislative level, the publicity of such a society was already determined, that is, all information about it should have been available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. An example is OJSC Sberbank (now PJSC Sberbank).
To manage this company, a director or even several directors were hired, who, in turn, formed a board of directors.
OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory Russian Federation.
PJSC (the decoding sounds like a public joint stock company) is a company whose shares must be publicly placed on the securities market.
In turn, this change (renaming OJSC to PJSC) imposed a number of obligations on the companies. A public joint stock company in the Unified State Register of Legal Entities must contain information that it is public.
From now on, open joint-stock companies have the right to exist, but they must amend their charter, submit minutes of the meeting of shareholders, as well as statements in the approved form to the registration authority.
After such changes are made, the activities of the former JSC will be slightly adjusted, as they will become public.
Such enterprises as Sberbank PJSC, Gazprom PJSC, and VTB PJSC have already made the corresponding changes to their charter documents. 
The clients of these organizations have no significant reasons for concern, because in essence, these are the same enterprises, with the same activities, only they have changed their name, in accordance with the norms of the current Civil Code of the Russian Federation.
Differences between PJSC and OJSC
Basic PJSC differences from JSC are defined as follows:
1. Shareholders can be both ordinary citizens and enterprises of any form of ownership.
2. The number of shareholders is not limited.
3. Shares may be transferred to third parties without the consent of other shareholders. Right of first refusal is not permitted.
4. Reporting must be published.
5. Decisions made in a PJSC must be certified by notaries or registrars.
6. Annual audit. This rule is established for all joint stock companies without exception. 
The main difference between OJSC and PJSC is their name. Existing JSCs must undergo a re-registration procedure, although no clear time frame has been established for this.
If enterprises, for one reason or another, do not make the appropriate changes to their charter, from September 1, 2014, the provisions of the current Civil Code of the Russian Federation, regulating the activities of PJSC (interpretation - public joint-stock company), apply to them. 
How to make changes?
In order to undergo state registration, in accordance with the changes that have entered into force, the tax authority must provide:
1. Application in form P 13001.
2. Minutes of the general meeting of shareholders.
3. Charter in new edition in the amount of two pieces.
There is no need to pay state duty. After the documents are submitted to the registration authority, after 5 working days it makes a decision on registration or sends a reasoned refusal. Such documents can be submitted either by the head of the enterprise or by a person with a power of attorney.
After the corresponding changes are registered, the renamed OJSC to PJSC will need to perform the following operations:
1. Change the corresponding name in all seals and stamps of the enterprise.
2. Notify all banking institutions about the change and re-register accounts.
3. Notify all your counterparties about the changes that have occurred.
4. Change your name in all publicly available sources.
Additional innovations
1. An enterprise may have two or more directors. They can work both jointly and separately, but the powers of each of them must be specified in the company’s charter. But Chief Accountant however, there is still only one left.
2. The innovation affected the contribution to the authorized capital. Now the involvement of an independent appraiser is required. This is mandatory for joint stock companies.
Answering the question: “What is a PJSC instead of an OJSC?”, we can say that this is practically the same enterprise, only renamed. OJSC is an open joint-stock company, PJSC is a public joint-stock company. The main activities carried out by the OJSC remained the same, however, significant changes were made in some areas that were mandatory.
Before starting his own business, a potential entrepreneur should understand the existing forms of ownership and determine what suits his company. Next, we will analyze the form of ownership of PJSC, which appeared relatively recently. PAO - what is it? How to prepare documents? Read about all this in the article.
Briefly
PAO - what is it? Public joint stock company is a new classification of economic activity. Its key differences are the openness and transparency of investment processes, the entry of an unlimited number of co-owners and strict regulations of internal corporate processes. This form of activity is preferred by the largest Russian organizations.
Details
PAO - what is it? The very concept of a public joint stock company appeared in civil legislation relatively recently, more precisely in the fall of 2014. It means a form of organization of a public enterprise where co-owners can alienate shares that are their property. With the advent of PJSC, many large Russian organizations re-registered, for example, PJSC Bank Otkritie.
Key differences:
- unlimited number of co-owners;
- free placement and circulation of shares on the securities market;
- the right not to contribute money to the authorized capital before registering and opening an account.
PAO - what is it? The concept of “public” implies that the disclosure of information about this type of activity must be complete, in contrast to non-public. This ensures transparency of the company's work, which makes the investment process more attractive.
Examples of PJSC in Russia
- PJSC Bank Otkritie.
- PJSC "Moscow United Electric Grid Company".
- Branch of PJSC Sberbank.
- PJSC "MDM Bank".
- Branch of PJSC "MOESK" and others.
Public or non-public activities
Speaking in simple words, a public joint stock company is a former OJSC, and a non-public company is a former CJSC, but this is an overly simplified definition. Let's consider what rules are used in the new classification of concepts in relation to companies of various legal status:
- A characteristic feature of a PJSC is an open list of potential share owners, while a non-public joint stock company cannot sell its own shares at public auctions.
- According to the law, a PJSC must have a clear gradation of issues that fall within the area of responsibility of members of the board of directors and are determined for discussion at the meeting of shareholders. Non-public activities are more independent. Here, the collegial governing body can be changed to an individual one, and other reforms can be carried out in the work of governing bodies.
- All resolutions adopted at the general meeting, as well as the position of the participants of the PJSC must be confirmed by representatives of the registrar organization. The NAO can resolve this issue with a notary.
- In a non-public joint stock company, it is possible to include in the charter or corporate agreement a clause stating that when selling shares, the existing shareholders have a pre-emptive right of repurchase and only then others who wish to do so. This is unacceptable in PJSC.
- All corporate agreements entered into in a PJSC must undergo a disclosure process, while in a NJSC it is sufficient to notify of the conclusion of an agreement, the contents of which may be confidential.
All actions for the repurchase and circulation of securities provided for by Federal Law No. 208, Ch. 9 are not applicable to non-public joint stock companies.
PJSC. Opening a legal entity
The registration process and entering data about PJSC into the state register is carried out in accordance with the legislation of the Russian Federation. The peculiarity of this legal entity is that during its registration it is not required to provide the company’s Charter; the action takes place on the basis of the constituent agreement. Criteria of this document regulated by Article No. 52 of the Civil Code of the Russian Federation. Also, the formation of a PJSC requires share capital, the maximum and minimum limits of which are not specified.
List of documents for registration:
- A photocopy of the constituent agreement, certified by a notary.
- An agreement confirming the right to use a legal address.
- Photocopies of TIN and passport of all shareholders.
- Payment order or check confirming payment state duty and other registration costs.
There is nothing special about writing an application. All samples are presented for review on the official portal of the Federal Tax Service of Russia. The basic requirements are that the application must be filled out manually in block letters or on a computer without errors, typos or corrections. And the attached documents must be drawn up in accordance with established standards, otherwise registration will be denied.
Important! The entire set of documents must be numbered and laced.
Founding Agreement
A PJSC, which has been opened, may have SPD and companies engaged in commercial activities. To organize and register a PJSC, the formation of a constituent agreement is required, the most important points of which are:
- The name of the institution in full or abbreviated form, the use of abbreviations and foreign words is allowed.
- Full legal address.
- Sequence of activities.
- Amounts of contributions, their total volume.
- The share participation and contribution amount for each accomplice are formed.
- A plan for paying the entrance fee is fixed.
- Responsibility for non-compliance with the terms of the constituent agreement is determined.
In addition to the key provisions, the agreement:
- the execution of general activities is regulated;
- the rules for organizing the property complex are prescribed;
- principles for the execution of conditional activities have been established;
- the rules for separating income and expenses are determined;
- the conditions for acceptance and withdrawal from the PJSC are specified.
Step-by-step registration instructions
Due to the fact that most of the processes for registering a legal entity are now optimized, it is possible to issue a certificate in a short period, no more than three days from the date of submission of documents to authorized bodies. To register and receive PJSC details, you need to complete a few simple steps:
- Name. Choosing an original name for the organization.
- Legal address. It is necessary to resolve the issue of purchasing/renting premises for registering a legal address.
- Field of activity. Choosing a business direction and establishing it in the OKVED system.
- Determination of the amount of authorized capital.
- Protocol on the establishment of PJSC.
- Preparation of the memorandum of association based on the scope of activity.
- Submitting an application for registration of a PJSC.
- Payment of state duty.
- Submitting an application for a simplified tax system (if necessary).
- Submitting a package of documents to the Federal Migration Service and receiving a receipt for their acceptance by employees.
Registration cost
In most cases, when registering new organization The founders do not have free funds, and therefore try to save on everything. The main question for startups is how much will all this cost if:
- use the help of specialists;
- act independently.
There are two sides to the same problem of saving money. When turning to professionals, registration costs will certainly increase, but when concluding an agreement to provide legal services, the company’s clients receive a full guarantee of the quality of the services provided. Moreover, in the future this kind services for a representative company will be important.
Approximate prices:
- An integrated approach - from 8 to 12 thousand rubles.
- The state registration fee is 4 thousand.
- Formation and certification of the constituent agreement - from 300 to 600 rubles.
Those who have a lawyer among their founders are luckier. In this case, you can save on paperwork and registration; then all that remains is to pay the state fee and a small amount for certification of documents by a notary.
Greetings, dear readers. When opening an individual entrepreneur, everything is simple, you just need to choose the right types of activities and choose the optimal form of taxation. In the case of an LLC, everything is more complicated, and in the case where there are many founders, and everything is planned to be done either through a closed joint-stock company or through an open joint-stock company, then the number of differences begins to go off scale. We have collected the most critical differences in one place, you can study the advantages and disadvantages of each type of legal entity organization form, and choose the most optimal one for you. Happy business!
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LLC, CJSC, OJSC: differences and features in simple words, table
When starting a business, every businessman thinks about the organizational and legal form of his future enterprise. He can register a company without forming a legal entity and engage in individual entrepreneurship or register as a legal entity. How they differ - in simple words.
The most common legal entities are LLC, CJSC, OJSC. Each of them has both advantages and disadvantages. Below we will discuss the differences and similarities between LLCs, CJSCs, and OJSCs. However, first of all, let's look at the difference between legal entities.
This is very important, since even lawyers have a huge number of misconceptions about these forms of business, which often leads to unintended consequences.
Legal entity and individual – what is the difference?
The main difference in these concepts is that an individual entrepreneur is individual, having a certain status, while a legal entity is a fiction (exist only legally, without material embodiment).
In accordance with the law, an individual must be liable for obligations with his property. And in accordance with this, we can conclude that for debts that were incurred while doing business, individual entrepreneur you will have to pay even with property that had nothing to do with the business.
The responsibilities of participants and shareholders are different. Unlike individual entrepreneurs, legal entities are liable for the obligations only of their organization and risk only the value of their shares or shares. Therefore, under unfavorable circumstances, participants in such companies are not responsible for the activities of the organizations.
It can be noted that in this regard, creating a legal entity is more attractive than acquiring the status of an individual entrepreneur.
Advantages of a limited liability company and their types
Now we see the differences between LLC, OJSC, CJSC, and individual entrepreneurs and we can move on to a more detailed examination of the characteristics of LLC, which is the most popular way of doing business in our country. This is justified by its simple registration and subsequent operation.
As already noted, LLC participants risk liabilities only to the extent of the amounts corresponding to their share in the business. It should be noted that the shares of LLC participants are not securities, therefore they are not subject to the provisions of securities legislation. This fact allows you to increase the authorized capital faster and easier than in joint stock companies.
Similarities and differences between a limited liability company, a public limited company and a private limited company
Consider the characteristics of others legal entities.
The form of doing business in joint stock companies is more complex than in LLCs. LLC and JSC have a number of differences - both have their pros and cons.
Below is a comparative table of LLC, OJSC, CJSC in one word.
| Basic signs | OOO | Company | OJSC |
|---|---|---|---|
| Constituent documents | Charter | ||
| Registration | Federal Tax Service (entry in the Unified State Register of Legal Entities) | Inspectorate of the Federal Tax Service (entry in the Unified State Register of Legal Entities) Registration of the issue of shares in the Federal Financial Markets Service | |
| Authorized capital | Shares | Shares (uncertificated securities | |
| Shareholders/Participants | Not > 50 persons | Any quantity | |
| Sale/purchase of shares (shares) | In accordance with the minutes of the general meeting | Closed subscription | Both closed and open subscription |
| Lineup changes | it is not necessary to make changes to the Charter | it is not necessary to make changes to the Charter, unless there is more than one shareholder | |
| Composition of governing bodies | General meeting; Board of Directors (optional). General Director and/or Management Board (Directorate) | General meeting. Board of Directors – optional. In the event that the number of shareholders is > 50 - mandatory. General Director and / or Management Board (Directorate) | |
| Conversion | Reorganization into an ALC, CJSC or OJSC. In this case, it is necessary to notify creditors, as they may make demands for fulfillment of obligations ahead of schedule. | Reorganization into an LLC or ODO. Mandatory notification of creditors. The transformation of a CJSC into an OJSC and vice versa is not a reorganization, so notification of creditors is not required. | |
| Publicity | Publication of information is not required, except in cases of bond issue | Mandatory public reporting | No publication required |
This table shows all the advantages of an LLC over other commercial legal entities:
- greater simplification of the registration procedure;
- no need for an issue;
- optional publication of information about your activities;
- the ability to change the organizational and legal form with fewer problems.
Transformation of CJSC and OJSC into PJSC NAO and LLC, what is it: Video
Authorized capital and profit
In conclusion, we will consider the features of finance of LLC, CJSC, OJSC.
The authorized capital of an OJSC is no less than a thousand times the minimum wage, and a CJSC is no less than a hundred times. Then the minimum for the authorized capital of an LLC is ten thousand rubles.
Increasing the authorized capital of an LLC is much easier than that of a JSC, because this can only be done after registering the issue of shares, which is a rather expensive procedure. And finally, in all the considered forms of entrepreneurship, profits are distributed in the form of dividends, which increases the tax burden on organizations.
In general, depending on the planned type of business and the number of founders, you can choose a suitable form of business from those discussed above.
From the site: http://sooo.ru/otkrytie-zakrytie-ooo/pered-otkrytiem/osnovnye-otlichiya-ooo-zao-i-oao.html
The difference between a closed joint stock company and an LLC - what are they, differences from individual entrepreneurs
IN Everyday life we often come across dozens of different abbreviations that represent legal forms economic activity: LLC, CJSC, NPO, individual entrepreneur and much more.
Why are economic entities called differently if, de facto, they are engaged in the same business? LLC and CJSC are especially often confused, although these legal forms differ significantly from each other. Despite the apparent simplicity of the terms, it is worth studying them more carefully and understanding the main differences.
A closed joint-stock company is a joint-stock company whose authorized capital is divided between participants through shares. Key Feature legal form – its “closedness”. The number of shareholders cannot exceed 50 people, while shares are alienated only among a limited circle of persons, which include the founders.
The free circulation of shares of the enterprise is difficult, which is due to the peculiarities of the activity. If the number of persons holding shares has increased to 51 people or more, the association is subject to re-registration as an OJSC within a year.
LLC is a commercial company, the authorized capital of which is divided in certain shares between the founders.
This legal form is one of the most popular in Russia due to simple registration, loyalty of legislation, as well as other factors. An LLC may include no more than 50 people, and the participants have the right to engage in various types commercial activities.
Thus, the maximum number of participants in LLCs and CJSCs is the same: it should not exceed 50 people. In addition, participants in both types of commercial entities do not need to publish their reports annually. The authorized capital of an LLC cannot be less than 10 thousand rubles, and for a closed joint-stock company the minimum value is 100 minimum wages (that is, also 10 thousand rubles).
To start operating an LLC, it is necessary to prepare documents in the form of a constituent agreement and charter, for a closed joint stock company - only the charter. The joint stock company issues securities that are subject to registration with the Central Bank. It is possible to increase the authorized capital of a closed joint-stock company only through an additional issue of shares. The management structure of the LLC has a general meeting and CEO, and the CJSC has a board of directors.
conclusions
- Change of composition. If the founder of an LLC alienates his share, then this transaction requires mandatory state registration, and the data is entered into the Unified State Register of Legal Entities. When alienating shares of a closed joint-stock company, no changes are made to the register, and notarization is not required.
- Increase the authorized capital. An LLC can increase the share of participants by amending its constituent documents. To increase the authorized capital of a closed joint-stock company, an additional issue is required.
- Access to information about participants. Information about the founders of the LLC is freely available, information about the shareholders of the CJSC is closed.
- Managment structure. An LLC has only a general director and a general meeting, while a CJSC also has a board of directors.
From the site: https://thedifference.ru/chem-otlichaetsya-zao-ot-ooo/
What is the difference between OJSC and CJSC and LLC?
The main difference between LLC and CJSC is the division of the authorized capital into shares of participants in the company with limited liability and for shares – in a closed joint stock company.
According to the charter of an LLC, the issue of shares is not possible, and shares of a closed joint stock company are securities that are subject to securities laws. JSC participants are obliged to comply with these laws and bear responsibility in case of their violation.
The procedures for increasing the authorized capital in LLC and CJSC are also different. An increase in the authorized capital of an LLC occurs after documents with the consent of all participants.
In a closed joint-stock company, for this purpose, it is necessary to issue new shares, therefore, due to numerous costs, this procedure is much more complicated: additional shares and changes are made to the company's charter, their state registration is required, as well as registration of additional shares.
The charter of an LLC can be drawn up in such a way that the organization can be closed to access by third parties - it can be completely prohibited and significantly limit the possibility of new participants joining.
This is achieved by prohibiting in the LLC charter the possibility of alienation by participants of their shares in favor of third parties or if it is necessary to obtain the consent of all LLC participants for the entry of third parties. As for the closed joint stock company, its charter is drawn up in such a way that the appearance of third parties among the participants is possible in the event of gratuitous alienation of shares in their favor by one of the existing participants.
The receipt of profit by the LLC participants is stipulated in the charter; it does not directly depend on the shares of the participants.
CJSC participants receive dividends, the amount of which directly depends on the category of shares they own. The law also provides for the timing of the payment of dividends to the participants of a closed joint-stock company. All information about the participants of an LLC and their shares in the enterprise is contained in the Unified State Register of Legal Entities, and anyone can request an extract with the data of a particular LLC. Data about the participants of the closed joint stock company are entered into special register shareholders, the information in which is closed to outsiders.
An open joint-stock company (OJSC) is created to conduct business on a large scale, all of its shares are in free circulation. Shareholders may alienate their shares to third parties without coordinating their actions with other participants of the JSC. Subscription to issued shares can be either open or closed.
The number of shareholders of an OJSC is not limited, and the authorized capital must be at least 100 thousand. There are also differences between forms of ownership in the methods of liquidation of a legal entity, and the liquidation of an LLC differs from the liquidation of joint stock companies.
From the site: http://www.ufreg.com/novosti/chem-otlichaetsya-oao-ot-zao-i-ooo.html
What is the difference between an LLC and a CJSC: the main differences and features
People who want to start an independent business are often interested in the similarities and differences in the organization of the most popular commercial structures, namely a closed joint stock company and a company whose liability for debts is limited by the size of its authorized capital.
But in 2009, the legislation changed, and since then the procedure for selling such companies has become much more complicated. Therefore, businessmen began to register their newly created companies and firms as closed joint stock companies.
What is the similarity between a closed joint stock company and a company whose liability for debts is limited by its authorized capital? Let us examine in more detail the differences, as well as the pros and cons of LLC and CJSC. Firstly, both companies are commercial structures, dividing their authorized capital into parts in accordance with the number of founders of a particular company of one of the two above-mentioned types.
Secondly, the minimum amount of their authorized capital required by law is exactly the same, and amounts to ten thousand rubles.
Thirdly, the owner of the property of both types of companies, regardless of whether it was formed through the contributions of its founders and other participants or appeared in the process of carrying out economic activities, is this company itself, and not its participants (founders ).
Fourthly, both CJSC and LLC have only their Charter as a constituent document, and the law does not require any information about their founders to be provided in this document, nor is it required to indicate their total number.
Fifthly, when registering a company of both types, its founders draw up an agreement on the creation of a new commercial structure, which does not have the legal force of a constituent document.
Sixth, both CJSC and LLC can be created by only one person, who is called the sole founder.
Seventh, the founders of both types of society can only be citizens, only existing commercial and other structures, or both.
Eighth, the law provides participants of both CJSC and LLC with the right to be informed about the state of affairs of the relevant company, the right to familiarize themselves in the prescribed manner with summary documents of the activities carried out by it accounting, the right to jointly distribute the income received by the company, and upon completion of the liquidation process - the right to receive part of the property of the CJSC or LLC in kind, or its value in money.
Ninth, for the debts of both the CJSC and the LLC, its participants bear exclusively additional, or so-called. subsidiary liability, i.e. they must pay them only if the property and funds of such a society itself are not enough to pay them off.
CJSC and LLC differ from each other only in the way a participant leaves its membership. Legally, there is no possibility for shareholders of closed joint-stock companies to exit them: they can only sell or donate the shares they own.
With their alienation, the membership of the participant who parted with these securities in the corresponding CJSC also terminates. The participants of the LLC, who do not issue any securities, donate or sell their shares in order to leave it. That is, the only difference is that in the first case we're talking about about shares that can be issued both in the form of a document (printed) and in uncertificated form, and in the second - about shares, the presence of which is confirmed only by relevant records.
From the site: https://wikilaw.ru/biznes/chem-otlichaetsya-ooo-ot-zao/
What is the difference between a PJSC and an OJSC
Among the variety of existing organizational and legal forms of legal entities, the name “Open Joint Stock Company” differed from others in that it was the most understandable.
Joint Stock Company” means that the participants of this association are holders of shares of this enterprise, which they bought or otherwise acquired ownership of. Open”, as opposed to “closed”, means that these shares can be circulated in the public domain, i.e.
From September 1, 2014 of the Russian Federation No. 99-FZ dated 05/05/14, which introduced changes to the Civil Code, in particular to the names and content of certain legal forms of ownership.
The name PJSC - Public Joint Stock Company - was assigned by the above-mentioned law to the same OJSC. The legislator simply excluded the concept of “open” (OJSC) and “closed” (CJSC) joint stock company. This means that a PJSC differs from an OJSC in that it is, in fact, a new name for the same association of shareholders. JSCs will exist for a short time until changes are made to their charter. Next they must decide and become “public”. The law introduces the concept of “public” and “non-public”. “Public” implies the same free circulation of shares and bonds of a given company.
The new law adopted amendments that increased the requirements for the regulation of certain aspects of the activities of PJSCs, in contrast to OJSCs.
In addition to the fact that the characteristics of a PJSC are the open placement of shares and bonds and their admission to exchange trading, the company must also justify the name “public”. What does it mean? PJSCs will have a more open information policy: hold shareholder meetings more often, allow inspections, etc. Before the adoption of the new law, a legal entity with the organizational and legal form of a JSC was required to hire a lawyer or legal organization to support its activities.
Now it will be necessary to use the services of special registrars to maintain a register of shares; decisions of shareholder meetings will have to be certified by a notary or registrar. The requirements for auditing are also increasing.
From the site: http://www.ami-tass.ru/news/chem-otlichaetsya-pao-ot-oao.html
What is the difference between a public joint stock company and an OJSC?
What does public joint stock company mean?
Federal Law No. 99-FZ dated May 5, 2014 (hereinafter referred to as Law No. 99-FZ) added a number of new articles to the Civil Code of the Russian Federation. One of them, Art.
66.3 of the Civil Code of the Russian Federation, introduces a new classification of joint stock companies. The already familiar CJSC and OJSC have now been replaced by NAO and PJSC - non-public and public joint-stock companies. This is not the only change.
What does a public joint stock company mean? In the current version of the Civil Code of the Russian Federation, this is a joint-stock company in which shares and other securities can be freely sold on the market.
The rules on a public joint stock company apply to a joint-stock company whose charter and name indicate that the joint-stock company is public. For PJSCs created before 09/01/2014, whose corporate name contains an indication of publicity, the rule established by clause 7 of Art. 27 of the Law “On Amendments...” dated June 29, 2015 No. 210-FZ. Such a PJSC that does not have public issues of shares before July 1, 2020 must:
- apply to the Central Bank for registration of the prospectus of shares,
- remove the word “public” from its name.
In addition to shares, a joint-stock company can issue other securities. However, Art. 66.3 of the Civil Code of the Russian Federation provides for public status only for those securities that are converted into shares. As a result, non-public companies can put securities into public circulation with the exception of shares and securities convertible into them.
What is the difference between a public joint stock company and an open one?
Let's consider the difference from an OJSC public joint stock company. Although the changes are not fundamental, ignorance of them can seriously complicate the life of the management and shareholders of the PJSC.
Disclosure
If previously the obligation to disclose information about the activities of an OJSC was unconditional, now a public company has the right to apply to the Central Bank of the Russian Federation with an application for exemption from it. Public and non-public societies can take advantage of this opportunity, but it is for public ones that the exemption is much more relevant.
In addition, JSCs were previously required to include information about the sole shareholder in the charter, as well as publish this information. Now it is enough to enter data into the Unified State Register of Legal Entities.
Preemptive right to purchase shares and securities
The OJSC had the right to provide in its charter for cases when additional shares and securities are subject to preferential purchase by existing shareholders and security holders. A public joint stock company is obliged in all cases to be guided only by the Federal Law “On Joint Stock Companies” dated 26.
Maintaining a register, counting commission
If in some cases an OJSC was allowed to maintain the register of shareholders on its own, then public and non-public joint stock companies are always required to delegate this task to specialized organizations that have a license. At the same time, for a PJSC, the registrar must be independent.
The same goes for counting commission. Now issues within its competence must be resolved by an independent organization that has a license for the relevant type of activity.
Society management
For an OJSC, the board of directors was a mandatory body only if the number of shareholders of the company was more than 50. Now, a collegial body with at least 5 members is an integral part of the PJSC. You can learn how to draw up a regulation on such a body from the article Regulations on the Board of Directors of a JSC - sample.
Public and non-public joint-stock companies: what are the differences?
- By and large, the rules that previously applied to OJSC apply to PJSC. NAO is basically a former closed joint stock company.
- The main feature of a PJSC is an open list of possible buyers of shares. NJSC does not have the right to offer its shares at public auction: such a step, by force of law, automatically turns them into a PJSC even without amending the charter.
- For PJSC, the management procedure is strictly enshrined in law. For example, the rule still remains that the competence of the board of directors or executive body Issues subject to consideration by the general meeting cannot be included. A non-public company can transfer some of these issues to a collegial body.
- The status of participants and the decision of the general meeting in a PJSC must be confirmed by a representative of the registrar organization. The NAO has a choice: you can use the same mechanism or contact a notary.
- A non-public joint stock company still has the right to provide in the charter or corporate agreement between shareholders the right to pre-emptive purchase of shares. For a public joint stock company, such an order is absolutely unacceptable.
- Corporate agreements concluded in PJSC must be disclosed. For a NAO, it is sufficient to notify the company of the fact of concluding such an agreement.
- The procedures provided for by Chapter XI.1 of Law No. 208-FZ regarding offers and notifications of repurchase of securities, after September 1, 2014, do not apply to JSCs that, through changes in the charter, have officially recorded their non-public status.
Corporate agreement in joint stock companies
An innovation that largely concerns PJSC and NJSC is a corporate agreement. Under this agreement, concluded between the shareholders, all or some of them undertake to exercise their rights only in a certain way:
- take a unified position when voting;
- establish a common price for all participants for the shares they own;
- allow or prohibit their acquisition in certain circumstances.
However, the agreement also has its limitations: it cannot oblige shareholders to always agree with the position of the managing bodies of the joint-stock company.
In fact, ways to establish a unified position for all or part of the shareholders have always existed. However, now changes in civil legislation have transferred them from the category of “gentleman’s agreements” to the official level. Now, violation of a corporate agreement may even become a reason to recognize the decisions of the general meeting as illegal.
For non-public companies such an agreement could be additional means management. If all shareholders (participants) participate in a corporate agreement, then many issues related to the management of the company can be resolved through changes not in the charter, but in the content of the agreement.
In addition, an obligation has been introduced for non-public companies to contribute Unified State Register of Legal Entities information on corporate agreements, if under these agreements the powers of shareholders (participants) seriously change.
Renaming the OJSC into a public joint stock company
For those OJSCs that decide to continue operating as a public joint stock company, changes are required to the charter documents. There is no deadline for this by law, but it’s better not to delay it.
Otherwise, problems may arise in relations with counterparties, as well as ambiguity about what rules of law should be applied to PJSC. Law No. 99-FZ establishes that the unchanged charter will be applied to the extent that does not contradict the new norms of the law. However, what exactly contradicts and what does not is a moot point.
Renaming can occur in the following ways:
- At a specially convened extraordinary meeting of shareholders.
- At a meeting of shareholders that resolves other current issues. In this case, the change in the name of the JSC will be highlighted as additional question on the agenda.
- At the mandatory annual meeting.
Re-registration of old organizations into new public and non-public legal entities
The changes themselves can only affect the name - it is enough to exclude the words “open joint-stock company” from the name, replacing them with the words “public joint-stock company”. However, it is necessary to check whether the provisions of the previously existing charter do not contradict the norms of the law. In particular, special attention should be paid to the rules relating to:
- board of directors;
- preemptive right of shareholders to purchase shares.
In accordance with Part 12 of Art. 3 of Law No. 99-FZ, the company will not need to pay state duty if the changes concern bringing the name into compliance with the law.
In addition to JSC, signs of publicity and non-publicity now apply to other organizational forms of legal entities. In particular, the law now directly classifies LLCs as non-public entities. For a public joint stock company, changes must be made to the charter. But is this necessary for those companies that, by virtue of the new law, should be considered non-public?
In fact, for non-public companies, making changes is not necessary. Nevertheless, it is still advisable to make such changes. This is especially important for former closed joint stock companies. Otherwise, such a name will be a defiant anachronism.
Sample charter of a public joint stock company: what to pay attention to?
In the time that has elapsed since the adoption of Law No. 99-FZ, many companies have already gone through the procedure of registering changes to the charter. Those who are just about to do this can use the sample charter of a PJSC.
However, when using a sample, you must first of all pay attention to the following:
- The charter must contain an indication of publicity. Without this, society becomes non-public.
- It is imperative to involve an appraiser in order for a property contribution to be made to the authorized capital. Moreover, in the event of an incorrect assessment, both the shareholder and the appraiser must answer subsidiarily within the limits of the overstatement amount.
- If there is only one shareholder, he may not be indicated in the charter, even if the sample contains such a clause.
- It is possible to include provisions on the audit procedure in the charter at the request of shareholders owning at least 10% of the shares.
- Convert to non-profit organization is no longer allowed, and there should not be such norms in the charter.
This list is far from complete, so when using samples you should carefully check them with current legislation.
The term "public joint stock company": translation into English
Since many Russian PJSCs carry out foreign trade operations, the question arises: what should they now be officially called in English?
Previously, the English term “open joint-stock company” was used in relation to JSC. By analogy with it, current public joint stock companies can be called public joint-stock companies. This conclusion is confirmed by the practice of using this term in relation to companies from Ukraine, where PJSCs have existed for a long time.
In addition, the difference in right-wing terminology in English-speaking countries should also be taken into account. Thus, by analogy with UK law, the term “public limited company” is theoretically acceptable, and with US law - “public corporation”.
The latter, however, is undesirable, since it may mislead foreign counterparties. Apparently, the public joint-stock company option is optimal:
- it is used mainly only for organizations from post-Soviet countries;
- quite clearly marks the organizational and legal form of society.
So, what can ultimately be said about innovations in civil legislation concerning public and non-public legal entities? In general, they make the system of organizational and legal forms for commercial organizations in Russia more logical and harmonious.
It is not difficult to make changes to the statutory documents. It is enough to rename the company according to the new rules of the Civil Code of the Russian Federation. The legalization of agreements between shareholders (corporate agreement in accordance with Article 67.2 of the Civil Code of the Russian Federation) can be considered a step forward.
From the site: https://rusjurist.ru/akcionernye_obwestva_ao/publichnoe_akcionernoe_obwestvo/v_chem_otlichie_publichnogo_akcionernogo_obwestva_ot_oao/
Comparison of LLC and JSC
| Limited Liability Company | Category | Joint-Stock Company |
| A limited liability company (the generally accepted abbreviation LLC) is a business company created by one or several persons, the authorized capital of which is divided into shares; members of the Company are not liable for its obligations and bear the risk of losses associated with the activities of the Company, within the value of their shares in the authorized capital of the Company. | Concept | A joint stock company (hereinafter referred to as JSC) is recognized commercial organization, the authorized capital of which is divided into a certain number of shares certifying the obligatory rights of the Company participants (shareholders) in relation to the Company. |
| To establish an LLC, it is sufficient to follow the procedures for the founders to make decisions on the issues of establishing an LLC (making a decision, signing the Foundation Agreement, approving the Charter, forming management bodies, etc.) and then going through the procedures for creating an LLC with the registration authority. | Establishment of a legal entity | When creating a JSC, after registration procedures (similar to the establishment of an LLC), it is necessary to go through an additional stage - the initial placement of shares (issue). |
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Controls |
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| Founders/participants may provide in the LLC Charter the possibility of making property contributions without changing the size of the charter capital and the shares of participants. The charter of the LLC may provide that such property contributions may be made disproportionate to the size of the shares of the participants. | Procedure for financing activities | It is impossible to make property contributions to a joint-stock company without increasing the authorized capital (with additional issue procedures). |
| In relation to LLC I act General requirements to legal entities in compliance with the legislation of the Russian Federation. | State control | The activities of the JSC are controlled by the Federal Financial Markets Service, including:
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| In an LLC, the procedure for increasing the capital includes the need to make a decision, make appropriate contributions and register changes to the Charter with the registration authority. | Increase the authorized capital | The procedure for increasing the authorized capital, in addition to registering changes to the Charter, requires compliance with the procedures for additional issue of shares, which can take a total of more than six months. |
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Reserve and other funds |
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The sale of participants' shares requires mandatory notarization and subsequent notification of the registration authority about changes that have occurred in the composition of the LLC participants. It should also be noted that:
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Sale of shares/shares | The sale of shares is carried out only through the register of shareholders, which can be maintained either by the JSC itself or by a specialized participant in the securities market.
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| The law allows the founders to provide in the Charter the right to leave the LLC at any time with receipt of the actual value of the share in the manner established by the Charter. | Withdrawal from the membership of a legal entity | The law does not allow a shareholder to terminate participation in a joint-stock company at any time without the procedure of selling his shares. |
From the site: http://www.yurprestizh.ru/sravn
COMPARISON OF LIMITED LIABILITY COMPANIES (LLC) AND JOINT STOCK COMPANIES (CJSC AND JSC)
Zezekalo Alexander Yurievich
Ph.D. legal Sciences, Associate Professor KhSU, Abakan
A limited liability company is a business company whose authorized capital is divided into certain shares constituent documents sizes. The participants of an LLC are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of the contributions they made.
A joint stock company is a company whose authorized capital is divided into a certain number of shares; Participants in a joint stock company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the limits of the value of the shares they own.
Joint stock companies and limited liability companies have much in common.
However, LLC is a simpler legal form, rather than a closed joint-stock company. A limited liability company is the most suitable form for creating a legal entity with a small number of founders. A joint stock company requires a more complex management structure than a limited liability company, despite the fact that it is possible to register a closed joint stock company even with one founder.
Registering an LLC is cheaper (particularly because it does not involve registering the issue of shares).
Most significant features LLC, which distinguishes it favorably from CJSC, is: a fairly simple procedure for creating a limited liability company, which involves preparing a package of documents established by law and sending it to the tax authority.
Unlike the creation of a closed joint stock company, which also requires registration of the issue of shares, the process of creating an LLC is formally completed. All that remains is to register the new legal entity with various funds and open a current account in a suitable bank.
Another advantage of a limited liability company is the protection of the property interests of LLC participants. Each of the participants can leave the Company at any time, demanding payment of the actual value of his share or the allocation of the share in kind. But there is one important point here.
Such a free policy is not always beneficial for the interests of the Company itself in particular, and business in general, for which this may be dangerous. In addition, the Company does not always have available cash to pay for the share of the withdrawing participant, therefore, in order to satisfy the latter’s requirement, the Company has to say goodbye to part of the property necessary for the operation of the LLC. Therefore, a Limited Liability Company is traditionally considered a form of “family” business, in which only trust relationships exist between the founders, and guarantee that there may not be a division of property;
From the point of view of the possibility of doing business, obtaining licenses for a particular type of activity, certification of products, etc., the factors of LLC and CJSC are also equal.
The measure of property liability of LLC participants and participants (shareholders) of a CJSC is the same: LLC participants (CJSC shareholders) are not liable for the obligations of the company and bear the risk of losses associated with its activities, within the value of the contributions they made to the authorized capital (respectively, for a CJSC - owned by them shares).
Separately, it should be said about the possibility of a participant leaving the society. The law does not provide for a participant (shareholder) of a closed joint-stock company to leave the closed joint-stock company.
A shareholder of a closed joint stock company can terminate participation in it only by selling or otherwise assigning his shares to other shareholders, the company itself, or a third party, or after the liquidation of the company. As for LLCs, until July 1, 2009, the founder (participant) of a limited liability company had the right to leave the company at any time, regardless of the consent of other participants, and he had to be paid the value of part of the LLC’s property corresponding to his share in the authorized capital. Since July 1, 2009, the possibility of a participant leaving an LLC has become significantly more difficult - now a participant can also leave an LLC, but only by alienating (essentially, selling) his share to the company.
This tightening of legislation regarding the possibility of a participant leaving an LLC, on the one hand, makes a limited liability company more reliable and stable, insuring against an unexpected situation when an LLC participant who decides to leave it puts the enterprise on the brink of bankruptcy, since the company’s assets may not be enough to continue its business activities after payment to the withdrawing participant.
From July 1, 2009, any transactions on the alienation (sale, donation, assignment in any other way) of shares in the authorized capital of an LLC can only be concluded in notarial form.
The person alienating the share and the acquirer of the share must jointly visit a notary and certify the agreement concluded between them.
After notarization, documents confirming the change of ownership of the share are submitted to the tax authority for state registration. It is not easy to certify a transaction with a notary - for this you need to collect a solid package of documents (read more about this here)
