The company is represented by a closed joint-stock company opened by several shareholders. It is usually registered if it is required to open a really large company, the shares of which will be held only by a limited number of persons. Registration of a closed joint-stock company is considered a specific process, since it is necessary not only to create a charter, open a current account, prepare a statement and perform other actions, but also record the issue of shares in the Federal Tax Service. Therefore, it is important to take into account the provisions of the law so that there is no need to apply for registration several times.
Legislative regulation
The process of registering a joint stock company and a closed joint stock company has many similar points. This is due to the fact that the same rules apply for all legal entities. But there are some features inherent only to specific types of society.
All registration nuances are listed in the Civil Code. This act contains step-by-step instructions for entrepreneurs, and also describes the rules of the company. Also, information that future entrepreneurs should be familiar with is included in the Federal Law No. 129. When registering a company in Moscow or another city, the requirements of this legislative act must be taken into account, otherwise a refusal to open a company will be received.
Additionally, the necessary data is contained in the Federal Law No. 208, which includes the features of registration of various joint-stock companies.
General points
Registration of the company is required when opening a new enterprise. Without this process, entrepreneurial activity is not allowed, as it will be illegal. The process of registration of LLC and CJSC has some similar points, since in any case, the formation of a legal entity is carried out.
Opening a closed joint-stock company does not require a lot of time, therefore, if a charter and other documents are prepared in advance, then no more than three days will be spent on obtaining a certificate. The documentation is transferred to the department of the Federal Tax Service at the legal address of the future company.
Who are the founders?
The founders of a company can be both individuals and different companies. When opening a new LLC, it is taken into account that the number of founders should be less than 50. If a larger number of participants is planned, it is required to open a joint-stock company.
It is not allowed to attract a founder who, by a court decision, cannot engage in entrepreneurial activity for a specific period of time.
How is the process performed?
Registration of a closed joint-stock company is not considered to be a very complicated process, but certain sequential actions must be performed. Therefore, the founders who have decided to open a company must implement the steps:
- preliminary actions involving the choice of a name for the company, the determination of all participants, and the optimal amount of the authorized capital is calculated;
- a room is chosen where the work will be carried out, and it will be used as the legal address of the company;
- the necessary documents are prepared for registration;
- a charter is formed that includes all the features of the future enterprise;
- a statement is drawn up at the Federal Tax Service, which is transmitted to this institution together with the charter and the receipt of the payment of the duty;
- the decision is made by the employees of the Federal Tax Service, and if it is positive, then the company is considered open.
If there is no false information or other problems in the documents, then a certificate of registration of the company is issued to the applicants. It confirms the opening of the company, and also on the basis of this document the official work of the company is carried out.
Nuances of choosing a legal address
When registering a CJSC, it is imperative to determine at which address the new company will be registered. This address will be used for inspections by employees of the Federal Tax Service and other regulatory state bodies.
Additionally, the address is required to determine the jurisdiction and select the branch of the Federal Tax Service, where the founders should contact. Inspection workers check this address in detail, since it is not allowed to select mass addresses to which a large number of enterprises are registered.
How is authorized capital created?
The joint-stock company certainly opens with the simultaneous formation of the authorized capital. When creating it, some points are taken into account:
- the authorized capital is formed from the funds received as a result of the sale of issued shares;
- within a month after registration, it is required to register an additional issue of shares;
- since a closed company is planned, only a limited number of shareholders can buy shares.
Such an enterprise cannot raise capital by issuing additional shares, since securities should be held only with predetermined shareholders.
What documents are required?
Documents transferred to the Federal Tax Service are required for registration of a closed joint-stock company. These include documentation:
- minutes of the meeting of future founders;
- correctly prepared application in the form p11001;
- a unique charter containing information on the nuances of the planned activities of the enterprise;
- receipt confirming payment of a fee for opening a company;
- letter of guarantee drawn up by the owner of the premises, which is used as the legal address of the company.
Additional documentation may be required if necessary. Paper preparation does not take too much time. State registration of a company requires the payment of a fee of 4 thousand rubles.
The owner of the premises where it is planned to open a company must draw up a letter of guarantee. The document is drawn up in free form. If the company itself is the owner of the premises, then such a letter is not required, therefore, a copy of the extract from the USRN is simply attached.
Registration Rules
As soon as all documents are ready, they are transferred to the employee of the Federal Tax Service at the location of the legal address of the company. An employee of the institution draws up a receipt, which contains information about all the documents received. Additionally indicated is the date when it will be possible to come for a certificate.
The registration procedure of the company is carried out within three days, after which the company representative can pick up the certificate. If a negative decision is made, then it must be justified, so entrepreneurs can convey the necessary documents or make changes to the charter if necessary.
Create print
For the company must print. It is formed by operational specialized companies.
Printing costs can vary significantly from company to company. Typically, from 1 to 3 thousand rubles is spent on this process.
Getting statistics codes
To do this, you need to contact the statistical authorities. Based on the application of the company's management, a document is issued containing the assigned codes.
These codes are required when applying to different government bodies and when opening an account with a bank.
Opening a current account
The work of any joint stock company requires a current account. For this, a suitable credit institution offering such a service is pre-selected.
An appropriate agreement is drawn up with the bank, after which the company representative receives a special document containing the details of the open account. This document must be addressed to the Federal Tax Service, as the tax service must be notified of the opening of an account.
Do I need to contact the funds?
Registration in different state funds is not required, since all the necessary information in the PF and other institutions is transmitted by the employees of the Federal Tax Service.
As soon as registration is completed, the funds send founders appropriate notifications. It is advisable to independently apply to the Pension Fund for obtaining details, on the basis of which insurance premiums for employees will be transferred.
Stock issue process
Since it is planned to open a joint-stock company, the issue and registration of shares of the company is required. This process is the final stage of opening a company. For this, an official issue of securities is made, which are then distributed among the participants in the enterprise.
The process for registering CJSC shares should be carried out within a month after the opening of the company. If this requirement is violated, then a fine of 500 to 700 thousand rubles will be levied on the company.
How long does the process take?
Registration of the company itself does not take more than three days. It is considered difficult to prepare the necessary documentation at the Federal Tax Service, so this process can take a lot of time.
Additional actions also require a waste of time:
- the creation of the seal takes about two or three days;
- to open a current account will have to spend two days;
- The procedure for registering securities takes two months.
The process of forming a charter can take a lot of time. Therefore, founders usually address this issue to professionals who, based on templates and work plans of future owners of the company, draw up a document.
How much is?
The procedure for opening a joint stock company is considered not too complicated, but it is important to take into account the need to invest a certain amount of funds in this process. It consists of several elements:
- state duty for registration, equal to 4 thousand rubles;
- payment for notary services, since the representative must transfer to the Federal Tax Service only documents certified by this specialist;
- share issuance fee;
- payment of services for opening a current account and creating a seal;
- investment in the authorized capital of the enterprise.
At least 35 thousand rubles will have to be spent on this process. In addition, it is often required to use the services of lawyers requesting a sufficiently high payment for their work.
How are changes made?
Already after the registration of the company, certain adjustments to the charter documentation may be required. For example, a participant leaves the company or the size of the authorized capital changes. In this case, it is required not only to enter the necessary information into the constituent documentation, but also to register changes in the company.
To make adjustments, a corresponding notice is submitted to the department of the Federal Tax Service. The employees of this institution on the basis of the received documentation change the information about the company contained in the Unified State Register of Legal Entities.
If unregistered changes in constituent securities are revealed during a tax audit, the company will be held administratively liable, so significant fines will have to be paid.
Conclusion
Opening a closed joint-stock company may be required in different situations, but most often such an organizational form is chosen to form a large industrial enterprise. The registration process does not have significant differences from the opening of LLC or OJSC.
The procedure involves the preparation of the necessary documentation, the creation of a charter and the payment of a fee. The collected documents are transferred to the Federal Tax Service, after which registration is performed within three days. After receiving the certificate, you will additionally have to take care of opening a current account, creating a seal and registering shares.