Article 69 fz on joint-stock companies. Law on joint-stock companies last edition
What it is? The answer to this question will be of interest not only to students who study a certain subject by the nature of their occupation, but also to citizens of our country who have a more or less active social position.
The article will talk about this complex and at the same time simple concept.
How did joint-stock companies develop? Briefly about the important
The Russian Trading Company became the first joint-stock company in our country. It was formed in 1757 in Kostantinople. Its capital consisted of shares, the shares were called shares and looked like a ticket, which certify the ownership of shareholders and freely circulate on the market. The legislation that regulated the activities of societies consisted of royal decrees.
The heyday of joint-stock companies falls on the middle of the 19th century, the period of the Great Reforms. At this time, Russia comes out on top in Europe in terms of economic development, and the appeal valuable papers develops at an unprecedented rate.
During the Soviet period, societies as such practically ceased their activities.
Modern Russia has a 20-year history of the formation of joint-stock companies. The transition to a market economy required the adoption of new ways to regulate relations in the sphere of private property and forms of its management.
To date, joint-stock companies occupy a leading place in the system of economic relations. Because it is precisely the joint-stock company that allows you to combine the capitals of many investors to create a new independent economic entity.
Joint stock company: what is it and its essence
A joint-stock company is an economic entity that carries out commercial activity. Making a profit is the main goal of creating joint-stock companies, and complete financial and economic independence in making management decisions only contributes to the achievement of the result.
The authorized capital of a joint-stock company is divided into shares. Members of the company (shareholders) bear the risk of losses from economic activity within the value of the shares they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment of securities. The essence of a joint-stock company is that the shareholders are the owners of the company, but not the owners of the property. The property belongs to the society itself. This is both the essence and the paradox of this form of management. It is a legal entity that has the attributes inherent in it: name, seal. May, on its own behalf, take part in court hearings as a party to the case and a third party, to have their own bank account and separate property. The founders of the company can be both individuals and legal entities, the number of which is not limited.
Often you can hear the phrase "closed or open joint stock company." What it is? According to the law, companies can be both open, that is, conducting an open subscription for the issue of shares and freely sold, and closed - whose shares are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which allows to level the risks of securities fraud.
What normative acts regulate the activities of joint-stock companies
Important normative document- this is the civil code of the Russian Federation, in particular chapter 4 of the document. A special act is the Federal Law "On Joint Stock Companies" of 1995, with fresh changes adopted in 2014. Normative acts determine the legal status and procedure for the creation of both the company itself and its governing bodies, authorized capital, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation and other equally important issues.
This law is far from being the only document related to Joint Stock Companies. The issue and circulation of shares that are securities is regulated by the Law "On the Securities Market" and the Federal Law "On the Protection of the Rights and Legitimate Interests of Investors in the Securities Market".
How the authorized capital is formed
The authorized capital of a Joint Stock Company is formed from the amount of shares redeemed by its shareholders. Determines the minimum value of the property of the company, the owner of which is it. The authorized capital is necessary to guarantee the interests of creditors. The legislation determines the minimum amount of the authorized capital, which at the moment is 1,000 minimum wages for open companies and at least 100 minimum wages for closed ones. The authorized capital may be increased or decreased. The decision on this is made by the shareholders at the general meeting.
How is management
The management of a joint-stock company is multi-stage and diverse.
The supreme body that receives the most important decisions on activities - this is, of course, the general meeting of shareholders. On it, among other issues, the annual report is approved, shareholders are made decisions on liquidation, reorganization. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law "On joint-stock companies" and cannot be transferred to the board of directors.
The executive body that manages the activities on current everyday issues is the director or the directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.
Basic shareholder rights
Shareholders of a joint-stock company have the following basic rights:
Participation in management. Occurs by voting at each general meeting on issues that are within its competence.
Receiving income in the form of dividends.
The right to receive a share of the company's property in the event of termination of its activities and liquidation.
Depending on the scope of the rights granted, the shares of a joint-stock company can be ordinary and preferred.
Preferred shares give their owners a fixed amount of dividends and the right to pay them first, but limit the right to manage the company.
Society documents. Disclosure of information about activities
The main document is the charter, on the basis of the provisions of which the company operates. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.
The Law on Joint Stock Companies requires the provision of documents containing information on activities to shareholders upon their request. Business papers that must be provided to shareholders include:
Annual report;
Internal documents;
Documentation reflecting maintenance accounting and reporting.
The organization of society. Share distribution
A society is organized by the birth of a new economic entity as a legal entity, or by reorganization of an existing one. The decision to create is made by its founders on constituent assembly. Organizers can be both individuals and legal entities. The number of founders of an open society is not limited; when establishing a closed society, there should be no more than fifty of them.
When a company is established, its shares are distributed among the founders. The Law on Joint Stock Companies (its new edition) states that the obligation to register the issue of shares distributed among the founders must be fulfilled by the company within one month from the date of registration.
Liquidation procedure
The company may be liquidated in voluntary by making a decision about it at the meeting supreme body management or by court order. When a decision is made to liquidate on a voluntary basis, all powers to manage the company are transferred to the liquidation commission, which, from the moment of its appointment, heads the joint-stock company. What is it - the liquidation commission, and what are its powers? This body takes on all the burdens associated with the search and identification of creditors and debtors of the company, drawing up a liquidation balance sheet, identifying and selling property in order to cover debts and settlements with counterparties, resolve the issue of dismissed employees and other financial and property issues.
Summary of all that has been said. To date, joint-stock companies are the most developed and promising form of management in Russian Federation. The position of society is determined by domestic legislation, which has already developed sufficiently, but nevertheless, some of its norms require further refinement in order to keep up with the rapidly changing economy and business practices.
This is what it is, a joint-stock company, in in general terms. It seems that after reading the article, the question "joint stock company - what is it" will no longer confuse, and the essence of this complex organization will become more understandable.
FZ-208 on joint-stock companies required major changes in its structure. Some changes bring clarity to the understanding of legislative norms, while others have introduced new provisions into the law. The improvement in the law had a beneficial effect on the activities of joint-stock companies, courts and lawyers.
The Law on Joint Stock Companies was adopted by the State Duma on November 24, 1995. FZ-208 regulates the rights and obligations of shareholders, and also contributes to the protection of their interests. The law regulates such issues as documents of joint-stock companies, dividends, registers, etc.
FZ-208 answers questions about the procedure for the creation, liquidation and restructuring of JSCs. The law applies to all such organizations in Russia.
FZ-208 contains 14 chapters and 94 articles:
- general provisions;
- creation, transformation and liquidation of JSC;
- JSC capital according to the charter (shares, bonds, etc.);
- distribution of shares and other securities (law on the securities market);
- profit (dividends) of JSC;
- JSC register;
- the procedure for the meeting of shareholders;
- powers and procedure for the meeting of the board of directors;
- buyback of shares, etc.
The latest amendments to FZ-208 are dated July 3, 2016. All amendments to the law came into force on January 1, 2017.
FZ-208 on JSC
You can download Federal Law FZ-208 "On Joint Stock Companies" at the following.
The text of the law on joint-stock companies will be useful for studying by lawyers, courts and, of course, joint-stock companies. New order has been in force since the beginning of 2017 and is regulated by amended provisions.
Find out also what changes have undergone about the passage of service.
Last changes
According to the latest changes made to the Federal Law-208 in July 2015, closed and open joint-stock companies began to be called "public" and "non-public" JSCs, in abbreviation - PJSC and JSC, respectively. Open, namely public, is recognized as a joint-stock company that meets certain parameters - for example, provides shares in open access for an unlimited number of people. Due to new changes in the law, PJSC is forced to make existing changes to the Unified State Register of Legal Entities (Unified State Register of Legal Entities) and change the charter. The rest of the joint-stock companies are exempted by law from the obligation to make changes, for them the legislation has not determined the exact period.
FZ-208 describes that all joint-stock companies are required to conduct an audit every year and invite an appropriate specialist for this. After each meeting of shareholders, the distribution of voting results is mandatory within 4 days. For violation this rule the law provides for a fine - from 500,000 to 1 million rubles.
These are the main changes made to FZ-208 on joint-stock companies.
Creation
Articles 8 and 9 of Federal Law-208 regulate the procedure for establishing a joint-stock company. A joint stock company is formed in two ways:
- from scratch;
- method of reorganization of the legal entity (separation, merger, etc.).
According to FZ-208, an organization is considered established when it passes state registration.
In order for the JSC to start functioning properly, it is necessary to obtain the consent of all the founders and fix given fact. You can express your agreement or disagreement by direct voting at the general meeting of the founders. A three-fourths vote is required to elect the auditor, auditor and governing bodies. It is mandatory to conclude a written contract, which indicates general information — authorized capital, type of shares, the possibility for foreign investors to interfere in the affairs of the joint-stock company.
FZ-208 describes many rules and requirements that the procedure for forming a joint-stock company must comply with. The creation of a JSC is a painstaking and long process.
liquidation
In the law on joint-stock companies, articles from 21 to 24 are devoted to liquidation. They refer to the second chapter of FZ-208. The law provides the following information:
- a joint-stock company is liquidated on a voluntary basis or by a court decision, if there are grounds prescribed in the Civil Code of the Russian Federation;
- the existing board of directors creates a commission for the liquidation of the joint-stock company, which makes a decision on this issue;
- after the creation of the commission, all functions for the management of the joint-stock company are transferred to it;
- the same commission would have acted in court in liquidation on a legal basis.
Article 22 of Federal Law-208 regulates that, after a decision is made to liquidate a joint-stock company, it is required to pay off creditors, if they exist. If there is not enough finance to pay off debts to creditors, the process of selling property follows. All remaining cash, after payment of the debt, is distributed among the shareholders.
A joint-stock company is considered terminated when an appropriate entry is made in the Unified State Register of Legal Entities, in accordance with Article 24 of Federal Law-208.
Last year, the federal legislation regulating the procedure for carrying out activities by joint-stock companies was subjected to a significant revision. So, during 2015, changes were made to Law No. 208-FZ twice - on June 29 and December 29. The adoption of legislative amendments was dictated by the need to bring the norms of the named law in line with the provisions of the current Civil Code of the Russian Federation. The lion's share of the adopted amendments came into effect in July last year, but the amendments relating to the procedure for convening, the specifics of preparing and holding a general meeting, will enter into force only in July this year. What exactly has changed in the current joint-stock legislation will be discussed in this article.
Preemptive right to acquire shares.
According to new edition document, this right is no longer automatic. Therefore, the possibility of using the pre-emptive right to acquire securities, when they are alienated by a shareholder to third parties, should now be directly spelled out in the provisions of the company's charter. Along with this, the charter may also contain a condition on the need to obtain the approval of other shareholders when alienating the company's securities to third parties.
Pre-emptive right in the framework of the additional issue.
The provisions of the charter of a non-public joint-stock company may now contain conditions that shareholders do not have a pre-emptive right to purchase shares issued as part of an additional issue.
Society status.
In accordance with the updated version of the law, from now on, the shareholders of the company have the opportunity to change the status of a JSC from non-public to public, or vice versa. In the first case, it will be necessary to register a prospectus of shares and conclude an agreement on their listing, and in the second case, it will be necessary to obtain permission from the Central Bank to refuse to disclose information and withdraw securities from public trading.
Registrar approval.
According to Art. 9 of the above law, the establishment of a JSC is not possible without the approval of the registrar, i.e. an independent person who will be entrusted with maintaining the register of shareholders.
The possibility of establishing a stricter majority.
The charter of a non-public joint-stock company may provide for the need for a stricter majority of votes for the adoption of certain decisions by the meeting than is established by law. Along with this, the list of issues that can be voted by the meeting exclusively unanimously has been somewhat expanded. For example, it will no longer be possible to make significant changes to the charter of a JSC without a unanimous decision.
Capital.
In accordance with Art. 26 of this law, the minimum authorized capital for a PJSC is set at 100 thousand rubles, and for a non-public JSC - 10 thousand rubles.
Additional rights of holders of preferred securities.
It is possible to assign additional rights to holders of preferred securities in the charter of non-public JSCs. An example of such a right is the possibility of obtaining the right to vote by the holder of preferred shares on issues within the competence of the general meeting.
General meetings.
The law clarified some features of convening and holding a general meeting. (vs. 52-54, 55, 58, 62). Some of these provisions will come into force only in July this year.
Sale of shares to the company.
The law clarified the grounds and procedure for the redemption of securities by the company (Articles 72, 75, 76). Some of these provisions will come into effect on July 1 of the current year.
Purchase of large promotional packages.
The law clarified and somewhat supplemented the procedure for purchasing large shareholdings in PJSC (Chapter 10.1). Most of the new provisions will come into effect in July this year.
Mandatory audit.
From now on, for all joint-stock companies, including non-public ones, an audit is mandatory.
Joint-Stock Company is a commercial association, the authorized capital of which is divided into a predetermined number of shares. Communities of the type under consideration are divided into open and closed.
The activities of joint-stock companies on the territory of the Russian Federation are regulated Federal Law No. 208. But what is this normative act? What is the procedure for creating a joint-stock company according to the regulations of the law in question? What are the conditions for the liquidation of a JSC under Federal Law 208? What are the latest changes made to the current text of this regulation? The answers to each of the above questions are in this article.
General provisions of the law
Federal Law "On Joint Stock Companies" No. 208-FZ was adopted by the State Duma on November 24, 1995. The document under consideration was signed by the President of the Russian Federation on December 26 of the same year. At the same time, Federal Law 208 on joint-stock companies entered into official legal force and was published for the first time.
The Federal Law under consideration regulates the processes and socio-economic relations that arise during the creation, operation and liquidation of a joint-stock company. The provisions of the normative act under study are relevant both on the territory of the Russian Federation and in relation to international agreements.
Structure of the Federal Law on Joint Stock Companies
The federal law on joint-stock companies consists of 14 chapters (94 articles):
- Introductory provisions of the studied normative act (Art. 1-7.2);
- Regulations for the creation, reorganization and abolition of joint-stock companies (Art. 8-24);
- Shares and other securities of the authorized capital (Art. 25-35);
- Placement of securities by a joint-stock company (Art. 36-41);
- JSC dividends (art. 42-43);
- Shareholder register (Art. 44-46);
- The nuances of holding a general meeting of shareholders (Art. 47-63);
- Supervisory Board (art. 64-71);
- The nuances of acquiring shares (Art. 72-77);
- The procedure for conducting major transactions (Articles 78-80);
- Interest in executing a JSC transaction (Art. 81-84.10);
- Control economic activity joint-stock company (Art. 85-87);
- Reporting and other documents of the community (Art. 88-93.1);
- Final provisions of the current Federal Law (Article 94).
The procedure and rules for the creation of a joint-stock company according to Federal Law 208
In accordance with the regulations article 8 of the Federal Law on Joint Stock Companies, a joint stock company may be established or reorganized from an already existing legal entity. The association of the studied type is considered to be created from the moment of registration.
According to article 9 FZ 208, the decision to organize a joint-stock company is made on the basis of an open vote of its future shareholders. The founders of the community unanimously make the following decisions:
- On the formation of the JSC Charter;
- About approval financial evaluation valuable papers;
- On the establishment of capital.
When forming a joint-stock company, its members are elected:
- Governing bodies;
- Audit Board (or one auditor);
- JSC Registrar.
As community founders may be both legal and individuals (Art. 10) . State and municipal authorities do not have a legal right to membership in a JSC. The created joint-stock company is subject to mandatory registration in the Register of Shareholders.
According to the existing regulations of Federal Law No. 208, the founders of a joint-stock company draw up a written agreement between themselves. IN this document the types of shares and other securities, the rights and obligations of each of the founders are indicated.
Conditions for the liquidation of a joint-stock company
In accordance with the regulations article 21 of the Federal Law being studied, a joint-stock company may be abolished on a voluntary basis. It is possible to liquidate a JSC without the consent of the founder only by going to court. Legal proceedings in this case are based on the provisions of the Russian Federation.
At voluntary abolition of JSC voting takes place. The liquidation procedure is carried out only if more than two thirds of the shareholders have voted accordingly. At the same vote, a liquidation commission is elected.
According to current text article 22 of the Federal Law under consideration, the algorithm for the liquidation of a joint-stock company is as follows:
- The liquidation commission issues a notice of the impending abolition of the joint-stock company to the press;
- In the absence of obligations to creditors, the property of the community is distributed among its shareholders;
- Measures are taken to identify creditors and settle accounts with them;
- If Money insufficient for settlement with creditors, the liquidation commission is authorized to sell the property of the joint-stock company through tenders;
- After the abolition of debts, the liquidation balance is determined, and the remaining benefits are divided among creditors;
- The state registration authority makes an entry on the abolition of the community in the Register of Legal Entities.
Upon completion of the above procedure, the joint-stock company is declared liquidated.
Latest amendments
Each normative act issued on the territory of the Russian Federation periodically undergoes the procedure for updating its regulations. By means of amendments, data are introduced into the text of the Federal Law to ensure the relevance of its outdated provisions.
Recent amendments to the Federal Law "On Joint Stock Companies" No. 208-FZ were submitted on July 29, 2017. The Federal Law “On Amendments to the Federal Law “On Joint Stock Companies” and Article 50 of the Federal Law “On Companies with limited liability» No. 233-FZ. Through Article 1 of the Federal Law-223, the following changes were made to the law on joint-stock companies:
- Article 89, paragraph 1 states, as amended, that a closed or open company undertakes to ensure the safety of all documentation provided for by this regulatory act;
- New edition provided article 91, according to which the community undertakes to provide shareholders with the following documents:
- Certificate of state registration of JSC;
- Charter;
- Annual reports;
- accounting documentation;
- Minutes of general meetings;
- Auditor's conclusions;
- Other documentation, the list of which is set out in Article 89;
- Article 91, paragraph 2 says that public society at the request of shareholders, it is obliged to provide access to the following acts:
- Minutes of the board of directors;
- Documents relating to the conduct of unilateral transactions;
- Reports of appraisers on the conducted appraisal of the property of the joint-stock company.
- At the request of the owner of more than 25% of the shares, a non-public community, according to 3 point of article 91, is obliged to provide the documents provided for in part 2.
A public company is obliged to maintain a website on the World Wide Web, on a certain page of which price categories in relation to the publication of documentation must be indicated without fail. Such requirements for a non-public joint-stock company are not provided for by this Federal Law.
Download Federal Law 208 on joint-stock companies in the new edition
For a more in-depth study of Federal Law No. 208, it is recommended to delve into its current text. Download FZ 208 about joint-stock companies with latest changes, relevant for the period of November 2017, you can
current the federal law of the Russian Federation on joint-stock companies applies to all organizations established in the country. With the exception of JSCs operating in the investment, banking, and insurance sectors, their legal provisions are regulated by other Federal Laws.
Law on joint-stock companies in the new edition of 2018
The Duma adopted this law in 1995, the current version came into force as early as 2015 (December), but certain amendments will come into force only in the middle of 2018 (July).
This legal document is the main source of law in the field. This Federal Law defines the procedure for establishing companies, their legal status, the rights and obligations of shareholders, and how their interests are protected. Also, the provisions of the law indicate how the reorganization, liquidation of the joint-stock company proceeds, and regulate any other relationship between the organization and the state. And making changes improves existing norms.
Since the federal law on joint-stock companies is based on the norms that set forth the Civil Code, in view of the changes that have occurred in it, in the past 2017, minor, but massive changes were required that contributed to this legislative act and its last edition did not contravene the requirements of the law.
With comments and additions
In order to properly organize the activities of JSCs without violating the law, it is necessary to use legal acts with comments and the latest additions. This will ensure a full understanding of the requirements of the law on joint-stock companies and not a single norm will be missed.
Download article text
When you need to familiarize yourself with the content of the document, you should not type in the search engine the query: “download article-by-article text for free” about joint-stock companies, this will give a large number of answers of unknown quality. The exact answer to what edition is currently in effect will be given by " Russian newspaper where each amending law will be published, after which it will come into force.
You can download the article by article
But if there is no desire to waste time on controlling the situation, then each shareholder can use the help of an online consultant for free. The consultant will not only tell you the current version of this 208 Federal Law, but also talk about the features of the issue of interest to the person.
Federal Law on Joint Stock Companies last edition
Every change that took place in the past 2017 and that will happen in 2018 is part of a large complex change, according to which the AO, represented by the participants, can now:
- Change your status, which may be public, not public.
- When a joint-stock company is created, it is necessary to appoint a third party as a registrar, his duties will be to keep the register up to date (Article 9).
- The charter of each joint-stock company may contain provisions for a stricter majority in voting than specified by law, and in some cases only a unanimous decision is required to make changes.
- The minimum authorized capital of CJSC (closed organizations) is 100 thousand rubles, PJSC (public organizations) - 10 thousand rubles.
- The rights of owners of preferred securities, for example, the state, when the so-called “golden share” is in its possession, have been expanded. As a result of this, the state voice will be decisive in a number of issues, such as the situation of workers, making changes, although this will not increase dividends - such general characteristics presented by a number of sources, among them Wikipedia.
208 FZ law on joint-stock companies 2018
In addition to the changes that have already entered into force, significant innovations will be introduced from July 1 of this year, which will change the procedure for convening a general meeting, a large purchase of equity stakes in existing PJSCs, plus an updated procedure for the buyback of shares, that is, when the buyback is carried out by the company itself.
Such a law is valid not only in Russia, but also in all countries of the world, therefore its effectiveness has long been proven in Germany, France, and other states of the West and East. A similar act is valid in all neighboring countries, and in terms of the meaning of the law on joint-stock companies of the Republic of Kazakhstan, Ukraine, the Russian Federation, Armenia, Turkmenistan, the Republic of Belarus, Moldova, Georgia, Uzbekistan, the Kyrgyz Republic, they do not differ much, you can even use understandable Russian to write the charter etc.
But at the same time, for various procedures, for example, opening accounts in other states, you can use the charter in English, as required in Finland, and if necessary, you can make a translation into the state. The Republic of Kazakhstan, Tajikistan allows doing this, it is possible on the territory of Belarus, the Republic of Lithuania and other countries.
Moreover, in translation, even summary charter, extra information no one needs, this includes audit data, what kind of reserve fund is provided, net assets, etc., since countries have different laws, requirements and this will not affect the ability to carry out certain financial transactions in another country, no one will do the analysis . Even if the liquidation of a joint-stock company has already begun in their country, although this is illegal, sometimes Russian business allows itself to do this.
Law on Open Joint Stock Companies
The Russian Federation regulates the activities of various JSCs with the help of one law - 208 FZ, and there is no separate law on shareholders in the country, although such a project was once proposed. But this document touched upon all the pressing issues, therefore it is the guarantor of the full-fledged work of any joint-stock company, and for more than one year, this proves that the power of 208 FZ is sufficient.
Audit committee
According to the legislation, the audit commission for checking joint-stock companies is intended for internal financial and economic control of a legal entity, it performs accounting. Its duties, the number of incoming specialists can only be determined by the main governing body of the JSC - the general meeting, a commission is elected at least once a year.
The peculiarity of the commission is that it can confirm, refute the conformity of existing data on performance. The right to control is granted by the meeting of founders, the director. Checks can be carried out regularly, one-time, for example, after an interested-party transaction has been carried out, which was initiated by affiliates having 20% or more of the votes. According to the law, all documentation regarding it must be in Russian (Article 45), so as not to get confused in the schemes of the transaction.
Civil Code: brief information
Law 208 FZ on joint-stock companies is far from being a separate document, it is based on the current Civil Code for managing the processes that occur when opening a joint-stock company, performing its activities, protecting the interests of participants, employees, etc.
Therefore, any addition to the Civil Code is brought to a whole string of changes in 208 FZ. For example, June 2015 was the moment when legislators began to implement changes that would ensure compliance with this Federal Law with the Civil Code, some of the changes are already in effect, the rest will come into force on July 1. Only after that, the amended 208 FZ will fully regulate the issues considered in it.
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