The creation and rules of the joint-stock company are regulated by the Civil Code of the Russian Federation and the relevant laws on joint-stock companies and securities.
An open type joint-stock company is such a commercial organization whose initial authorized capital is divided into shares that are evidence of the mandatory rights of participants in relation to the company.
Since January 1, 1995, the term open joint stock company has been replaced by an open joint stock company. It is a free association of legal entities and citizens for carrying out common business activities. The characteristics of a joint stock company are as follows.
An open joint-stock company has the legal right to conduct open and closed subscriptions to its own shares and sell them freely, which is provided for by law and should be spelled out in the charter of the organization.
Shareholders bear the risk of losses in proportion to the value of the shares they own. They are not obliged to meet the obligations of the company, may alienate shares without the obligatory consent of other shareholders of the company. An open joint stock company does not provide for the preemptive rights of shareholders or a company to purchase shares that are alienated by their shareholders.
Citizens and legal entities can act as shareholders of the OJSC, both residents of the Russian Federation and foreign ones. The number of shareholders is not limited.
The main constituent documents of a company of this type is the charter. The main issue of securities is carried out at the beginning of the company in the form of a share issue for initial sale.
At least half of the shares (50%) should be distributed among the founders of the company at its creation, and they should be paid by the owners during the first three months of the existence of the company. The remaining shares can be paid during the year. You can pay for shares in cash or other property, in the latter case, with the obligatory participation of an involved appraiser.
Additional emissions are carried out in order to increase capital in the course of further entrepreneurial activity. This implements the principle of openness, which boils down to the desire to attract as many free financial resources as possible for the development of society.
The open joint-stock company as a management body has a general meeting of shareholders whose competence includes resolving important business issues, electing a supervisory body (Board of Directors), as well as an executive body.
The executive body manages the current activities of the company. Usually he is the one-man (CEO). It is also possible to form a collegial executive body (directorate, board).
In Russia, quite a few large and medium-sized enterprises are being created as an open joint stock company. This form allows you to effectively raise funds for the development of society in the form of investments by issuing and placing additionally issued shares and bonds. Shares and bonds can be freely traded on a special securities market. All issued shares are subject to registration with the Federal State Service for Financial Markets. The correctness of the company is checked by the audit of joint stock companies.
The newly created open joint stock company is registered with the tax authorities. For this, it is necessary to provide the following information about the company: passport data of founders, the head and members of the Board of Directors, data from the Unified State Register of Legal Entities regarding all founders, name of the company, information on the structure, amount, manner of payment of the authorized capital, main types of activities, the selected taxation system, address of the location of the company. The address can be your own non-residential or rented premises or the place of residence of the head.