Why pao. PJSC - what is this form of organization

Federal law No. 99-FZ, adopted on May 5, 2014, amended civil legislation regarding organizational and legal forms legal entities. On September 1, 2014, the new provisions of Article 4 of the first part of the Civil Code of the Russian Federation came into force:

This form of legal entity, such as a closed joint stock company, has now been abolished.
All business entities are divided into public and non-public companies.

Which companies are considered non-public?

According to the new norms, those joint-stock companies that place their shares among a strictly limited circle of persons and do not issue them for circulation on stock market, are recognized as non-public companies. LLCs that do not meet the criteria acquire a similar status.

Legislators believe that business organizations in the form of closed joint stock companies, in fact, are not joint stock companies, since their shares are distributed among a closed list of participants and may even be in the hands of a single shareholder. Thus, these societies are practically no different from societies with limited liability and can be converted into an LLC or a production cooperative.

Reorganization of a closed joint-stock company into a limited liability company is not required. CJSC has the right to retain shareholder form and acquire non-public status if it has no signs of publicity.

Amendments to civil legislation practically do not affect LLCs. According to the new classification, these legal entities are automatically recognized as non-public. They are not assigned any responsibilities for re-registration in connection with the new status.

Non-public joint-stock companies

Non-public Joint-Stock Company is a legal entity that meets the following criteria:

minimum size authorized capital– 10,000 rubles;
number of shareholders – no more than 50;
the name of the organization does not indicate that it is public;
The company's shares are not listed on the stock exchange and are not offered for purchase by public subscription.

The name and constituent documents of joint-stock companies must be brought into line with the current edition of the Civil Code of the Russian Federation, in particular, the word “closed” should be excluded from the corporate name of the joint-stock company. Changes in the title documentation can be recorded later, when planned amendments are made to it.

Recognizing a JSC as non-public provides it with much greater freedom in managing its activities compared to a public company. Thus, the former closed joint stock company is not obliged to publish information about its work in open sources. By decision of the shareholders, management of the organization can be completely transferred to the hands of the board of directors or the sole executive body of the company. The meeting of shareholders has the right to independently determine the par value of shares, their number and type, and grant additional rights to individual participants. JSC securities are bought and sold through a simple transaction.

All decisions of the JSC must be certified by a notary or registrar. Maintaining the register of shareholders of a non-public joint stock company is transferred to a specialized registrar.

LLCs as non-public companies

The activities of business entities in the form of an LLC are regulated by Art. 96-104 Civil Code of the Russian Federation:

the minimum amount of authorized capital is 10,000 rubles;
number of participants – maximum 50;
the list of participants is maintained by the company itself, all changes are registered in the Unified State Register of Legal Entities;
the powers of participants are by default established according to their shares in the authorized capital, but can be changed if the non-public company has a corporate agreement or after introducing the relevant provisions into the company’s charter with fixation of amendments in the Unified State Register of Legal Entities;
the transaction for the alienation of shares is formalized by a notary, the fact of transfer of rights is entered into the Unified State Register of Legal Entities.

Unlike the documentation of public companies, the information contained in the corporate agreement of a non-public limited liability company is confidential and is not disclosed to third parties.

With the entry into force of amendments to the Civil Code of the Russian Federation, registration of decisions of company participants must be carried out in the presence of a notary. However, there are other possibilities that do not contradict the law, namely:

introducing amendments to the charter that define a different method of confirming decisions of the meeting of LLC participants;
mandatory certification of the company's minutes with the signatures of all participants;
application technical means, recording the fact of acceptance of the document.

Along with CJSC, the form of legal entities ALC (company with additional responsibility). According to the new rules, such organizations must re-register as non-public LLCs.

Perhaps in the near future we should expect further changes to the legislative norms regarding legal entities, since the laws on joint stock companies, on the securities market and limited liability companies, regulating the activities of JSCs and LLCs, still exist in old versions (without division into public and non-public companies).

In what form can a joint stock company exist? Which organizational and legal form is more profitable for the company?

One of the options for the organizational and legal form of existence of a company is a joint stock company.

The joint stock company is commercial organization, which is divided into a certain number of shares that certify the rights of shareholders in relation to the Company (Clause 1 of Article 2 of the Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies”, hereinafter referred to as Law No. 208-FZ) .

Thanks to the amendments introduced by Federal Law No. 99-FZ of 05.05.2014 (hereinafter referred to as Law No. 99-FZ), which entered into force on 01.09.2014, Chapter 4 of the Civil Code of the Russian Federation relating to legal regulation legal entities has undergone significant changes.

Forms of joint stock companies

From September 1, 2014, joint stock companies are divided into public (PJSC) and non-public companies (JSC).

The main features of a PJSC are defined in clause 1 of Art. 66.3 Civil Code of the Russian Federation:

shares and securities convertible into shares of the Company are publicly placed (by open subscription) or publicly traded on the terms established by laws about securities.

Differences between PJSC and JSC

In accordance with paragraph 1 of Article 7 of Law No. 208-FZ, the Company can be public or non-public, which is reflected in its Charter and corporate name.

To make a decision on choosing one or another form of joint stock company, we systematize in the table the main differences between PJSC and JSC:

Indicators
Amount of authorized capital	The minimum authorized capital must be 100 thousand rubles (Article 26 of Law No. 208-FZ).	The minimum authorized capital must be 10 thousand rubles (Article 26 of Law No. 208-FZ).
Subject composition of shareholders	Individuals or legal entities who purchased securities of a joint-stock company.	Only the founders of the company (individuals or legal entities).
Name of joint stock company	The name must contain the word “public”, that is, the abbreviated name must begin with the word “PJSC”.	The name may not contain the word “non-public”, that is, the abbreviated name may be “JSC”.
Placement and circulation of shares	By open subscription, incl. placement of securities on organized auctions. Securities are publicly traded in accordance with the Federal Law of April 22, 1996 No. 39-FZ “On the Securities Market”.	By closed subscription. Securities are not publicly traded.
Structure of governing bodies	Mandatory formation of a collegial management body (supervisory board) (clause 3 of article 97 of the Civil Code of the Russian Federation). The number of members of the board of directors cannot be less than five people. The procedure for the formation and competence of the said collegial management body are determined by the law on joint stock companies and the charter of the PJSC. The charter of a PJSC cannot include within the exclusive competence of the general meeting of shareholders the resolution of issues that are not related to it in accordance with Law No. 208-FZ (clause 5 of Article 97 of the Civil Code of the Russian Federation).	It is not necessary to form a collegial management body (supervisory board). However, if it is created, the management body of the JSC may assume the functions of the management board of the Company.
Consent to the alienation of shares and the pre-emptive right to purchase shares	Consent for the alienation of shares is not required and a rule regarding mandatory consent cannot be established. Such stringent requirements are primarily related to the need to protect the rights of a large number of shareholders.	The charter may provide for the pre-emptive right to acquire shares by its shareholders. The charter may provide for the need to obtain shareholder consent for the alienation of shares to third parties (Clause 3, Article 7 of Law No. 208-FZ).
Maintaining a register of shareholders	The composition of the company's participants is confirmed by the registrar (i.e. the person maintaining the register of shareholders) - an independent organization that has the appropriate license (Federal Law of July 2, 2013 No. 142, clause 4 of Article 97 of the Civil Code of the Russian Federation).	There is no requirement for mandatory independence of the registrar. That is, the composition of the Company participants present at the meeting, as well as decisions made can be confirmed by a notary.
Information disclosure	Information is fully disclosed, incl. content of the corporate agreement (Article 92 of Law No. 208-FZ, Clause 6 of Article 97 of the Civil Code of the Russian Federation).

Public joint stock company is one of the key concepts of the new classification business entities. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent 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 a form of organization of a public company whose shareholders have the right to alienate their shares. Its main differences are

presence of 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 until it is registered and an account is opened.

The definition of “public” means that this type The JSC must adhere to a policy of more complete disclosure of information compared to non-public disclosure. 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 a PJSC, let’s compare it with other types of joint stock companies and consider examples of existing organizations with this form of ownership.

Public or open?

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

Table 1. Differences between a public joint stock company and an OJSC

Comparison options
Disclosure	Disclosure of information about activities was mandatory It was necessary to include information about the sole shareholder in the charter and publish them	They can apply to the Central Bank for exemption from disclosure It is enough to enter information into the Unified State Register of Legal Entities
Advantage for purchasing shares and securities	It was possible to reflect in the charter the advantage of purchasing free shares by existing shareholders and security holders
Maintaining a register, availability counting commission	It was allowed to maintain the register of shareholders on their own	The register is kept third-party organizations having a license for this type of activity, the registrar is independent
Control	A board of directors was required if the number of shareholders exceeded 50 people	It is mandatory to form a collegial body of at least 5 members

Thus, although the changes related to public joint stock companies do not seem 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 company is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business entities to organizations of different legal status:

A characteristic feature of a PJSC is an open list of prospective buyers of shares, while a non-public joint stock company (NAC) does not have the right to sell its shares through public trading
The law requires PJSCs to have a clear gradation of issues falling within 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 carry out other reforms in the activities of governing bodies
Decisions made by the general meeting and the status of participants in the PJSC need to be confirmed by a representative of the registrar company. The NAO may contact a notary on this issue
A non-public joint stock company has the right to include in its charter or corporate agreement a clause stating that, in relation to other interested parties, priority in purchasing shares remains with existing shareholders. While for PJSC this is unacceptable
All corporate agreements concluded in a PJSC must undergo a disclosure procedure. For the NAO, it is sufficient to notify that the contract has been concluded, and its contents can be declared confidential
All procedures for the repurchase and circulation of securities, which are provided for by 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 words in the name of the organization. Next, the charter should be revised, especially as it relates to the board of directors and the rights to benefits when purchasing shares, and brought into compliance with the provisions of the legislation on public joint-stock companies.

The Civil Code states that the rules on public societies are applicable only to joint-stock companies whose charter and corporate name directly indicate that they are public. These rules do not apply to other legal entities.

The most famous PJSCs in Russia

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

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, features such 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;
CJSC transformed into non-public company, but the abbreviation has not changed (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 (amendments were made by Federal Law No. 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 permanent executive agency(represented by one founder)	Along with these structures, the activities of the Board of Directors are mandatory

In terms of business status, a 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 reporting documents of the financial activities of the 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.