Law on Joint Stock Companies. Joint-stock company - what is it?

Joint-stock company - what is it? The answer to this question will be of interest not only to students who, by the nature of their studies, are studying a particular subject, but also to citizens of our country who have a more or less active social position.

The article will tell about this complex and at the same time simple concept.

How the joint-stock companies developed. Briefly about the important

The first joint stock company on the territory of our country was the Russian trading company. It was formed in 1757 in Costantino. Its capital consisted of shares, shares were called shares and had the form of a ticket that certified the ownership rights of shareholders and were freely traded on the market. Legislation, which regulated the activities of societies, consisted of royal decrees.

The flowering of joint-stock companies falls on the middle of the XIX century, the period of the Great Reforms. At this time, Russia is on the first place in Europe in terms of economic development, and the circulation of securities is developing unprecedentedly quickly.

In the Soviet period, as such, societies 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 legislative acts 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 exactly it allows the joint venture to unite the capitals of many investors to create a new independent business entity.

Joint Stock Company: What is it and its essence

A joint-stock company is an economic entity engaged in commercial activities. Profit-making is the main goal of creating joint-stock companies, and full financial and economic independence in making managerial decisions only contributes to the achievement of the result.

The authorized capital of the joint-stock company is divided into shares. Members of the company (shareholders) bear the risk of losses from economic activities within the value of shares that they own, but do not meet their obligations. Moreover, participants bear a risk in cases of incomplete payment of securities. The essence of the joint-stock company is that shareholders are the masters of society, but not owners of property. Property belongs to the society itself. This is both the essence and paradox of this form of management. It is a legal entity that has attributes inherent in it: name, stamp. May, on its own behalf, take part in court proceedings as a party to the case and a third person, have its own account in the bank's institutions and separate property. The founders of the society can be both physical 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 legislation, the companies can be either open, that is, they conduct an open subscription for the issue of shares and are freely sold, and closed - shares of which are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which makes it possible to level the risks of fraud with securities.

What normative acts govern the activities of joint-stock companies

An important normative document 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 the latest amendments adopted in 2014. Normative acts determine the legal status and procedure for establishing both the company itself and its management bodies, the authorized capital, the distribution of profits, the duties and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation, and other, no less important issues .

This law is by no means the only document related to joint-stock companies. Issue and circulation of shares that are securities are regulated by the Law "On the Securities Market" and the Federal Law "On Protection of Rights and Legal Interests of Investors in the Securities Market".

How is the authorized capital formed?

The authorized capital of the joint-stock company is formed at the expense of the amount of shares of the nominal value redeemed by its shareholders. Defines the minimum value of property of the company, the owner of which is exactly it. The authorized capital is necessary for guaranteeing the interests of creditors. The legislation defines the minimum amount of the authorized capital, which at present amounts to 1000 minimum monthly wages for open societies and at least 100 minimum wages for the closed ones. The authorized capital may be increased or decreased. The decision on this is taken by the shareholders at the general meeting.

How is the management

Management of the joint-stock company is multistage and diverse.

The supreme body that takes the most important decisions about the activities is undoubtedly the general meeting of shareholders. It, among other issues, approves the annual report, payment of dividends to shareholders, decisions are made on liquidation, reorganization. It is held annually. The powers of the general meeting and its competence are fixed in the Federal Law "On Joint Stock Companies" and can not be transferred to the Board of Directors.

The executive body, which manages activities on current day-to-day matters, is the director or directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.

Basic Rights of Shareholders

The shareholders of the joint-stock company have such basic rights:

- Participation in management. It occurs by voting at each general meeting on matters that are its competence.

- Receiving income as dividends.

- The right to receive a share of the property of the company in the event of termination of its activities and liquidation.

Depending on the scope of the granted rights, the shares of the joint-stock company may be ordinary and privileged.

Preference shares give their owners a fixed amount of dividends and the right of priority payment, but they limit the right to manage the company.

Documents of the company. Disclosure of Activities

The main document is the charter, based on the provisions of which the company carries out its activities. 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. The business papers to be provided to shareholders include:

- the charter;

- minutes of general meetings ;

- annual report;

- internal documents;

- documentation reflecting the maintenance of accounting and reporting.

The order of the organization of society. Allocation of shares

The company is organized by the birth of a new economic entity as a legal entity, or by reorganizing an already existing one. The decision to create is taken by its founders at the constituent assembly. Organizers can become both physical and legal persons. The number of founders of an open society is not limited, with the establishment of their closed there should be no more than fifty.

When creating a company, its shares are distributed among the founders. The law on joint-stock companies (its new wording) stipulates that the obligation to register the issue of shares distributed among the founders must be performed by the company within one month from the date of registration.

Elimination procedure

The Company can be liquidated voluntarily by taking a decision on this at a meeting of the supreme governing body or by a court decision. 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 this - the liquidation commission, and what are its powers? This body takes all the hardships associated with the search for and identification of creditors and debtors of the company, drawing up liquidation balances, identifying and selling property to cover debts and settlements with counterparties, resolving the issue of dismissed employees and other financial and property issues.

The result of all said. To date, joint-stock companies are the most developed and promising form of management in the Russian Federation. The position of the society is determined by domestic legislation, which has already developed, but nevertheless some of its norms require further development in order to keep up with the rapidly changing economy and management practices.

That's it, the joint-stock company, in general terms. It seems that after reading the article the question "joint-stock company - what is it" will not lead to a dead end, and the essence of this complex organization will become more understandable.