Joint stock company is one of the legal forms of companies. It is formed through the centralization of financial resources (pooling money capital) of different individuals. This procedure is carried out by selling shares. The purpose of this event is the implementation of economic activities with profit. Let us further consider what constituent documents of a joint stock company should be.
General information
An enterprise can act as a CJSC, LLC and an open joint stock company. The constituent documents of OJSC and LLC differ from each other. In particular, the first enterprise operates on the basis of the Charter. The constituent documents of a limited liability company - the Charter and the Agreement. These acts may contain information that is established by law. The constituent documents of joint-stock companies are securities that contain information about:
- type of enterprise;
- goals and subject of activity;
- brand name;
- composition of participants.
In addition, the constituent documents of the joint-stock company must contain information about the size of the authorized capital, the composition and powers of the elected bodies and the procedure in accordance with which they will make decisions. The papers indicate the rules for the distribution of profits and cost recovery. The constituent documents of joint-stock companies are acts whose provisions are binding on all bodies of the company and its participants. If the period of validity of an enterprise is not specified in the papers, then it shall be deemed created for an indefinite period.
Charter
The constituent documents of a closed joint-stock company and public are the same. The main paper is the Charter. It contains the following information:
- abbreviated and full name of the company;
- location of the enterprise;
- type of enterprise (public or non-public);
- the number, par value, types and categories of shares (preferred, ordinary) that are placed by the company;
- amount of authorized capital;
- the powers and structure of administrative bodies, the procedure in accordance with which they make decisions, including those that require a qualified majority or unanimous vote.
- the rules in accordance with which general meetings of participants, lists of issues for consideration will be prepared and held;
- information about representative offices and branches.
The act aims to represent both the internal and external characteristics of the company.
Features of the Charter
This document may establish restrictions on the number of shares that may belong to one participant, the nominal total value. In addition, it may determine the maximum number of votes for each person concerned. The constituent documents of a joint stock company, including the Charter, may include other information that does not contradict the law. In the absence of any information from the list above, the papers are considered invalid.
Important point
Benefits in the Charter should be seen not only by direct participants in the company, but also by counterparties. In this regard, it is logical to assume that other persons may become familiar with it. Such, for example, include partners with whom an open joint stock company cooperates. The constituent documents at the request of the participant, auditor or other interested entity of the enterprise must be provided within a reasonable time for review.
Contract
It is a non-public (closed) agreement between the founders. The contract is protected by law because it is endowed with the status of trade secret. This document defines the procedure for the joint activities of the founders in the formation of the legal entity, as well as the conditions under which their property is transferred to its property and the functioning of the enterprise as a whole is carried out. The agreement also approves the Charter of the company.
Constituent documents and registration of a joint stock company
Any legal entity must undergo an accounting procedure in the relevant authorities. The procedure for state registration is established in the Federal Law No. 129. This procedure is carried out at the location of the company in the executive authorized body. According to the Decree No. 319 of May 17, 2002, the Tax Service acts as the indicated authority. State registration is carried out during the liquidation, reorganization, creation of companies, as well as in the case of additions or changes to the constituent documents.
Features of the procedure
During state registration, the authorized body checks the liquidation, reorganization, creation of legal entities for compliance of these operations with the legislation. At the same time, companies are registered in the registry. AO registration is distinguished by a dual nature. When creating a company, it is entered into the register as an issuer of securities and a legal entity.
List of papers
State registration of AO is a strictly formal procedure. The documents that should be provided when creating an enterprise include:
- Statement. It confirms that the constituent documents that are submitted to the authorized body comply with the requirements of the legislation for such securities. The statement also certifies that the information contained in the acts is reliable, and the formation of the company followed the procedure for its establishment.
- The decision to create AO.
- Charter.
- Receipt of payment of registration fee.
If there is a foreign legal entity among the participants, an additional extract from the register of countries of origin is required. When registering the reorganization of a joint stock company, an appropriate decision is provided (instead of the act of creation).
Authorized person
It is assigned to transfer documents for registration. An authorized person may be:
- Head of the executive body of the company acting on a permanent basis.
- Founder of AO during its formation.
- Head of the liquidation commission or bankruptcy trustee.
- The head of the legal entity, which acts as the founder of the registered company.
- Another person authorized by power of attorney.
Results of consideration of submitted papers
The authorized body carries out state registration within 5 days from the receipt of documents. The decision taken serves as the basis for making an appropriate mark in the register, which contains complete information about the liquidation, creation and reorganization of legal entities. Within 15 days from the date of registration, the FAS is notified of the procedure if the share of the total assets of the participants is more than 100 thousand minimum wages (minimum wage). When reorganizing an enterprise through a merger, the Antimonopoly Service must also be notified if the value of the assets exceeds the specified limit.
Refusal of accounting
The decision of the authorized instance may be such only if the composition of the submitted documents and the content of the papers do not meet the established requirements of the law. The organ failure must be motivated. An informed decision must be transferred to the authorized person indicated in the application.