Article 26 Federal Law on joint stock companies. Law on Joint Stock Companies

the federal law dated December 26, 1995 N 208-FZ "On joint stock companies"(as amended on June 13, 1996, May 24, 1999, August 7, 2001, March 21, October 31, 2002, February 27, 2003, February 24, April 6, December 2, 29, 2004 ., December 27, 31, 2005, January 5, July 27, December 18, 2006, February 5, July 24, December 1, 2007, April 29, December 30, 2008) Adopted by the State Duma on November 24, 1995 Chapter I. General provisions Article 1. Scope of application of this Federal Law Article 2. Basic provisions on joint stock companies Article 3. Responsibility of the company Article 4. Company name and location of the company Article 5. Branches and representative offices of the company Article 6. Subsidiaries and dependent companies Article 7. Open and closed companies Chapter II. Establishment, reorganization and liquidation of a company Article 8. Creation of a company Article 9. Establishment of a company Article 10. Founders of a company Article 11. Charter of a company Article 12. Making changes and additions to the charter of a company or approval of a charter of a company in new edition Article 13. State registration of the company Article 14. State registration of changes and additions to the charter of the company or the charter of the company in the new edition Article 15. Reorganization of the company Article 16. Merger of companies Article 17. Affiliation of the company Article 18. Division of the company Article 19. Spin-off of the company Article 19.1. Features of the division or separation of a company carried out simultaneously with a merger or acquisition Article 20. Transformation of a company Article 21. Liquidation of a company Article 22. Procedure for liquidation of a company Article 23. Distribution of property of a liquidated company between shareholders Article 24. Completion of liquidation of a company Chapter III. Authorized capital of the company. Shares, bonds and other equity securities of the company. Net assets of the company Article 25. Authorized capital and shares of the company Article 26. Minimum authorized capital of the company Article 27. Placed and declared shares of the company Article 28. Increase in the authorized capital of the company Article 29. Reduction of the authorized capital of the company Article 30. Notification of creditors about the reduction of the authorized capital of the company Article 31. Rights of shareholders - owners of ordinary shares of the company Article 32. Rights of shareholders - owners of preferred shares of the company Article 33. Bonds and other issue-grade securities of the company Article 34. Payment for shares and other issue-grade securities valuable papers of the company when placing them Article 35. Funds and net assets of the company Chapter IV. Placement by the company of shares and other issue-grade securities Article 36. The placement price of the company's shares Article 37. The procedure for converting the company's issue-grade securities into shares Article 38. The placement price of issue-grade securities Article 39. Methods for the company to place shares and other issue-grade securities of the company Article 40. Ensuring the rights of shareholders when placing shares and issue-grade securities of the company convertible into shares Article 41. Procedure for implementation preemptive right acquisition of shares and issue-grade securities convertible into shares Chapter V. Dividends of the company Article 42. Procedure for payment of dividends by the company Article 43. Restrictions on the payment of dividends Chapter VI. Register of shareholders of the company Article 44. Register of shareholders of the company Article 45. Making an entry in the register of shareholders of the company Article 46. Extract from the register of shareholders of the company Chapter VII. General Meeting of Shareholders Article 47. General Meeting of Shareholders Article 48. Competence of the General Meeting of Shareholders Article 49. Decision of the General Meeting of Shareholders Article 50. General Meeting of Shareholders in the form of absentee voting Article 51. Right to participate in general meeting of shareholders Article 52. Information on the general meeting of shareholders Article 53. Proposals for the agenda of the general meeting of shareholders Article 54. Preparation for the general meeting of shareholders Article 55. Extraordinary general meeting of shareholders Article 56. Counting commission Article 57. Procedure for participation of shareholders in the general meeting of shareholders Article 58. Quorum of the general meeting of shareholders Article 59. Voting at the general meeting of shareholders Article 60. Voting ballot Article 61. Counting of votes during voting carried out by voting ballots Article 62. Minutes and report on voting results Article 63. Minutes of the general meeting of shareholders Chapter VIII. Board of directors (supervisory board) of the company and the executive body of the company Article 64. Board of directors (supervisory board) of the company Article 65. Competence of the board of directors (supervisory board) of the company Article 66. Election of the board of directors (supervisory board) of the company Article 67. Chairman of the board of directors ( supervisory board) of the company Article 68. Meeting of the board of directors (supervisory board) of the company Article 69. Executive body of the company. Sole executive body of the company (director, general director) Article 70. Collective executive body of the company (board, directorate) Article 71. Responsibility of members of the board of directors (supervisory board) of the company, sole executive body company (directors, general director) and (or) members of the collegial executive body of the company (board, directorate), management organization or manager Chapter IX. Acquisition and redemption of issued shares by the company Article 72. Acquisition by the company of outstanding shares Article 73. Restrictions on the acquisition by the company of outstanding shares Article 74. Consolidation and splitting of shares of the company Article 75. Redemption of shares by the company at the request of shareholders Article 76. The procedure for shareholders to exercise the right to demand the redemption of the company's shares them shares Article 77. Determination of the price (monetary valuation) of property Chapter X. Major transactions Article 78. Major transaction Article 79. Approval procedure major deal Article 80. Lost force on July 1, 2006. Chapter XI. Interest in the company making a transaction Article 81. Interest in the company making a transaction Article 82. Information about the interest in the company making a transaction Article 83. The procedure for approving a transaction in which there is an interest Article 84. Consequences of non-compliance with the requirements for a transaction in which there is an interest Chapter XI.1. Acquisition of more than 30 percent of shares in an open company Article 84.1. Voluntary offer to acquire more than 30 percent of the shares of an open company Article 84.2. Mandatory offer to purchase shares of an open company, as well as other issue-grade securities convertible into shares of an open company Article 84.3. Responsibilities of an open society after receiving a voluntary or mandatory offer. Procedure for accepting a voluntary or mandatory offer Article 84.4. Change of voluntary or mandatory offer Article 84.5. Competing offer Article 84.6. The procedure for making decisions by the management bodies of an open company after receiving a voluntary or mandatory offer Article 84.7. Redemption by a person who has acquired more than 95 percent of the shares of an open company, securities of an open company at the request of their owners Article 84.8. Redemption of securities of an open company at the request of a person who has acquired more than 95 percent of the shares of an open company Article 84.9. State control for the acquisition of shares in an open company Article 84.10. Features of accounting for preferred shares Chapter XII. Control over the financial and economic activities of the company Article 85. Audit commission (auditor) of the company Article 86. Auditor of the company Article 87. Conclusion audit commission(auditor) of the company or auditor of the company Chapter XIII. Accounting and reporting, company documents. Information about the company Article 88. Accounting and financial reporting of the company Article 89. Storage of company documents Article 90. Provision of information by the company Article 91. Provision of information by the company to shareholders Article 92. Mandatory disclosure of information by the company Article 93. Information about affiliated persons of the company Chapter XIV. Final provisions Article 94. Entry into force of this Federal Law

A joint stock company is a fairly common type of commercial organization. The activities of such authorities are regulated by Federal Law 208-FZ, the provisions of which will be discussed in detail in this article.

Scope of application of the law

What is a joint stock company according to Law 208-FZ? The second article of the normative act provides a definition according to which such a company is called commercial organization, authorized capital which is divided into several parts in the form of special promotions. These shares are held by members of the company.

The Federal Law "On Joint Stock Companies" was created to regulate the processes of formation, reorganization, liquidation and registration of the authorities in question. The provisions of the law establish rules regarding the powers, functions, responsibilities and rights of the shareholders constituting the organization. Here the legal status of the joint-stock company is established, the freedoms, rights and interests of its members are secured. The law applies to all joint stock companies located in the territory Russian Federation.

General provisions of the law

The concept and legal status of a joint stock company are enshrined in Article 2 of the presented regulatory act. According to the law, such a company is a legal entity and has a number of civil rights and responsibilities. Members of the society should not be liable for the obligations of the organization. However, they all bear the risk of loss that may be associated with their professional activity. The limits of such risk cannot be greater than the value of the shares purchased by the shareholders.

All shareholders are required to bear general liability for shares not fully paid up. At the same time, members of the company have the opportunity to take away the shares they own without the consent of other members of the organization.

According to the law, any creation of a joint stock company is not possible without obtaining special permission and a certificate of registration from higher government bodies. Any joint-stock body must have its own seal, letterhead, emblem and stamps.

Provision of information

According to Article 4 of the Federal Law in question, any joint stock company must have company name in Russian - in full form or abbreviated. The name of the organization should briefly describe the type of its professional activity. In addition to the name, the company must provide full information about your location. At the same time, indicated at state registration the data should not contradict the real location of the organization.

Article 3 of the law talks about the responsibility of society. Thus, a joint-stock organization must be responsible for all the functions and obligations assigned to it. At the same time, the company itself is not responsible for the obligations of its members.

Shareholders themselves may also be held accountable. Thus, members of the organization must pay subsidies in cases where the company is declared insolvent due to improper acts of its shareholders. Government bodies are not liable for the obligations of the company.

Types of society

Articles 5-7 of the regulatory act under consideration provide the main examples of joint stock companies. According to Article 7, the organizations in question may be of a public or non-public nature. This is reflected in the charter and name of the company. A public company (PJSC) conducts all operations through open subscription. Non-public organizations (CJSC) distribute the number of shares only to an unlimited number of persons. The most striking example of a PJSC is the Rosseti company, which provides electricity distribution services throughout the country. This is a fairly well-known and large organization, and therefore its shares are open and accessible to any citizen. An example of a closed joint stock company is a retail chain, a trade joint-stock company "Tander", which provides products to Russian stores of one well-known brand.

Article 6 provides another classification. Here we're talking about about examples of joint stock companies of dependent and subsidiary types. An organization is a subsidiary if there is another company that determines the decisions of the first organization, that is, the subsidiary. A similar system operates with dependent organizations. Here the dominant society has more than 20% of the dependent one. A striking example subsidiary organization - a federal passenger company dependent on the joint-stock company "Russian railways"There are quite a lot of dependent companies throughout the country. As a rule, these are regional branches of gas or oil companies.

On the creation of a joint-stock company

What does the Federal Law “On Joint-Stock Companies” say about the procedure for forming joint-stock organizations? According to Article 8, a company can be created either from scratch or by reorganizing an existing legal entity. The reorganization may be in the nature of division, transformation, merger, or separation. An organization can be considered finally formed only after the state registration of a joint stock company.

Article 9 of the normative act in question talks about the establishment of a company. It is easy to guess that establishment is possible only with the active participation of the founder. The decision to form a company is made at a special constituent assembly by voting or by one person alone (if there is only one founder).

About the reorganization

Article 15 of the normative act in question talks about the procedure for carrying out reorganization processes. Reorganization is always carried out on a voluntary basis, in strict accordance with the norms of Federal Law. The main feature of the presented process is the presence of the status natural monopoly from the reorganized entity, more than 25% of the shares of which are owned by the federation.

As you might guess, the financing of the presented process is carried out at the expense of the reorganized property. Just as in the case of the creation of a company, the reorganization process is recognized only after the appropriate state registration.

About the public charter

An important place in the legal status of a joint stock company is occupied by the charter. According to Article 11 of the normative act in question, it is adopted at the constituent meeting by constituent document. The requirements of the charter are formed by the members of the organization, after which they become generally binding for all shareholders.

What should the charter contain? The law specifies the following provisions:

location of the organization;
company name;
value, categories and types of preferred shares, as well as their quantity;
the size of the authorized social capital;
rights of organization members;
the procedure for the formation and implementation of general meetings of shareholders, dates and places of holding meetings;
structure of the company's management bodies, decision-making procedure;
other provisions corresponding to the Federal Law and the Civil Code in question.

Thus, the organizational charter must contain the specifics of the legal status of the joint-stock company.

About the authorized capital

Article 25 of the normative act under consideration establishes the rules relating to the authorized capital and shares. According to the law, the organization has the right to place ordinary shares and several preferred shares. Moreover, they are all undocumented. The par value of ordinary shares must be the same. As soon as the company is formed, all shares must become the property of its members. There are also fractional shares, a certain number of which can constitute one specific share. They are in circulation on a par with ordinary ones.

In accordance with normative act, the cost of preferred shares should not exceed 25% of the authorized public capital. Public companies may not place them if the cost of such shares is lower than ordinary ones.

The authorized capital consists of the total value of all shares of the organization that were acquired by members of the company.

About shareholders

The legal status of joint stock companies is largely the legal status of their members. What is known about the shareholders themselves and what does the law say about them? Shareholders are individuals or organizations that own a certain share of the authorized capital of a joint-stock company. The latter must provide, create and store a register of shareholders, which is filled out immediately after registration of the organization. The rights to shares of a particular shareholder are confirmed by issuing a special extract, which is not a security.

According to Article 47, supreme body in the joint stock company system is the meeting of shareholders. It must be convened annually. What questions does such a meeting raise? The law talks about problems of ownership of a joint-stock company, election of a board of directors, audit and audit commissions, etc. The competence of the meeting also includes issues of reorganization and liquidation of the company, amendments to the charter, increasing or decreasing the authorized capital, etc.

The board of directors is also called the supervisory board. This authority is responsible for the management of the activities of the entire organization, its members and the assets of the joint-stock company.

Sometimes the board of directors is also a meeting of shareholders. In most cases, the supervisory commission is elected every year through voting at a shareholder meeting. Everything here depends on exactly what provisions are spelled out in the organization’s charter.

The competence of the board of directors includes determining and implementing priority areas, convening meetings, approving agendas, placing additional shares, etc.

Control over a joint stock company

For internal control Inspection and audit commissions are created over the professional activities of the organization. Auditors check financial statements, that is, they work with the accounting staff. As a result, they give a special assessment. The auditors control economic activity organizations. Each of them is included in the corresponding commission, which is elected annually at a meeting of shareholders.

Both the audit and audit commissions must act only in strict accordance with the legislation of the Russian Federation.

On the liquidation of a joint-stock company

The liquidation process of a joint-stock organization must be strictly voluntary. According to Article 21, final liquidation is possible only by court decision.

What does the liquidation process entail? The Company completely ceases to exercise its powers without the right to transfer responsibilities to other persons by way of succession. Voluntary liquidation processes begin with the convening of the board of directors of the joint-stock company. The issue of removing the company and appointing a liquidation commission is on the agenda. As soon as the liquidation commission is fully formed, all functions of the organization will be transferred to it. The duties of the commission also include timely presentation at court hearings.

Article 22 of the Federal Law “On the Legal Status of Joint-Stock Companies” talks about the procedure for liquidation of the organizations in question. If the company has no obligations to third parties, then all its property is distributed among shareholders. The remaining payments to creditors are made, and the liquidation balance is calculated. And the society closes.

The President of Russia signed Federal Law No. 209-FZ dated July 19, 2018 “On Amendments to the Federal Law “On Joint Stock Companies”. Innovations are aimed at improving the management system of joint stock companies.

The law came into force on July 19, 2018, with the exception of certain provisions that come into force on a different date.

What is the essence of the new law?

The amendments affected the rules on audit commissions, general meetings of shareholders, interested party transactions, preferred shareholders, powers of the board of directors, etc.

Why were the amendments made?

The law was developed in order to implement the action plan “Improving corporate governance", approved by order of the Government of Russia dated June 25, 2016 No. 1315-r. The innovations are designed to increase the level of protection of the rights of minority shareholders and the quality of corporate governance in Russian joint-stock companies. Thus, it is in the interests of minority shareholders that the deadline for notification of a general meeting of shareholders has been increased.

What is the deadline for reporting the general meeting of shareholders now?

The minimum period for notifying shareholders of a general meeting of shareholders has been increased from 20 to 21 days. At the same time, they are saved special deadlines notices to shareholders used in a number of cases, for example, if the proposed agenda for an extraordinary general meeting of shareholders contains the issue of electing members of the board of directors.

What has changed in the procedure for holding the general meeting of shareholders?

The amendments clarify the list of information that must be conveyed to meeting participants in preparation for its holding:

Drafts of only those internal documents of the company that are subject to approval by the meeting are provided;

The conclusion of the audit commission and information about candidates for its membership are provided only if the presence of a commission is mandatory according to the company’s charter;

Participants in the general meeting of a public joint stock company will need to submit an internal audit report. The rule on the mandatory nature of such an audit will come into effect from July 1, 2020.

In addition, the list of issues that must be considered at the annual meeting of shareholders includes the issue of distribution of profits (including payment (declaration) of dividends) and losses of the company based on the results of the reporting year.

How have the rules for auditors been updated?

It is provided that control over the financial and economic activities of a joint-stock company can only be exercised by a collegial body: the audit commission. Previously, the Law also allowed for the possibility of electing an auditor. In companies in which an auditor was elected on the date of entry into force of the indicated changes, the provisions on the audit commission apply to the auditor of such companies.

The obligation of an audit commission in a joint stock company is abolished. In public joint-stock companies, an audit commission is now mandatory only if its presence is provided for by the charter. The charter of a non-public joint-stock company can provide for the absence of an audit commission or its creation only in cases provided for by the charter of such a company. A similar provision was included in the Civil Code of the Russian Federation back in September 2014. These provisions can be included in the charter of a non-public JSC by unanimous decision of all shareholders at a general meeting.

Did the amendments affect interested party transactions?

Yes, the criteria for transactions to which the rules on interested party transactions do not apply due to not exceeding 0.1% of the book value of the company’s assets have been clarified. Such a limit must correspond to either the amount of the transaction, or the price or book value of the property with which the transaction is related to the acquisition, alienation or possibility of alienation.

Similar parameters (transaction amount, price or book value of property) are established for interested party transactions, which must be approved by the general meeting by a majority vote of all disinterested shareholders - owners of voting shares.

At the same time, a new rule has been introduced, according to which the general meeting of shareholders is considered valid regardless of the number of disinterested shareholders taking part in it.

What changes are provided for holders of preferred shares?

The criteria for establishing dividends have been clarified. Now, in the charter, the size of the dividend on preferred shares can be determined by indicating its minimum size (for example, as a percentage of net profit). The size of the dividend is not considered certain if the company’s charter specifies only its maximum amount. Also, preferred shareholders received the right to vote at the general meeting on issues, decisions on which, according to the Law on JSC, must be made unanimously by all shareholders.

In addition, shareholders - owners of preferred shares of a certain type are given the right to vote at a general meeting when introducing into the charter of a joint-stock company provisions on declared preferred shares of this or another type, the placement of which may lead to an actual reduction in the amount of dividend and (or) liquidation value paid as determined by the charter for such shares.

The amendments clarified and expanded the rights and competence of the board of directors (supervisory board) of the company.

A provision has been established that the annual report of a company, the charter of which places the issue of its approval within the competence of the board of directors, is subject to approval by the board of directors no later than 30 days before the date of the annual general meeting of shareholders. Previously, the deadline was not specified by law.

The Board of Directors is given the right to form committees for preliminary consideration of issues within its competence. The competence of the board of directors is clarified in terms of determining the amount of payment for auditor services and recommendations on the amount of remuneration and compensation paid to members of the audit commission (auditor) of the company.

How will the activities of the JSC be controlled?

The obligation of a public JSC to organize risk management and internal control is introduced ( this norm will work from 09/01/2018). Determining the principles and approaches to organizing risk management, internal control and internal audit in the company is within the competence of the board of directors.

For non-public JSCs, the law leaves freedom of choice in matters related to internal audit.

What other changes have been made?

The amendments define the consequences of the situation when the general meeting of shareholders delegates to the board of directors or supervisory board the resolution of issues that fall within the competence of the general meeting. With such a transfer, shareholders do not have the right to demand redemption of shares.

Legislation regularly undergoes changes (especially in such important points, as a state defense order - details can be found at ). Main Law on various types joint stock companies are no exception (LLC, OJSC, CJSC, PJSC, etc., with the exception of JSCs operating in the field of lending, insurance and investment groups). Although auditing activities are regulated, for example, separately, by.

Law on Joint Stock Companies in the new edition 2018

The version that came into force last year (2017) is valid today. The latest amendments came into force in July 2017. Also at this time, amendments were made to Article No. 159 of the Criminal Code of the Russian Federation. Read more about this

What does the Law on Joint Stock Companies say?

Changes have been made to many procedures:

Stricter voting norms have been established (on the charter, on making changes, etc.);
shareholders are allowed to change their status at any time/term (public to non-public and vice versa);
a rule was introduced on the mandatory involvement of a registrar;
the rights of privileged holders of a block of securities are determined;
The norms for authorized capital have been increased.

The regulations on the form of alienation, the procedure for liquidation and/or reorganization, etc. have been updated. An update is expected this year, the estimated date is early July. In addition, adjustments will be made to Article 158 of the Criminal Code of the Russian Federation. more about this

Changes with comments and additions

IN full version The law provides comprehensive comments on such definitions and conditions: who is an affiliated person/persons, the duties of shareholders, rights and their protection are defined. Just as in the case of assessing working conditions, corresponding changes were made in 2018.

The Head of the Government of the Russian Federation separately noted in his speech at the plenary session State Duma on the decision to adopt the project on minority shareholders. Will identify and install them legal rights, responsibility, to amend the established procedure for creating companies (joint stock, closed, open with limited liability etc.).

Federal law on joint stock companies

This law has rules set forth also Civil Code(Civil Code of the Russian Federation). In this regard, a number of changes are envisaged for the current year (extension of the Ministry of Finance) aimed at equalizing legal force, since in previous ed. some articles were contrary to other legislative acts.

208 Federal Law Law on Joint Stock Companies 2018

Changes are also expected in terms of convening a shareholder meeting (general), as well as the procedure for repurchasing shares (clarified), incl. large.

Article-by-article text in Russian download

If you need to download online material on the topic (full content), we recommend using the portal " Russian newspaper"or "consultant plus", where you are always available current version laws. New edition legally comes into effect precisely after publication.

If you do not have the opportunity/time/desire to do independent monitoring/analysis, we recommend using the free online consultant service. This option is quite suitable for students who want to write an essay, prepare a report, etc., as well as for those who need urgent advice and clarification.

Federal Law on Joint Stock Companies latest edition

The law is federal and fully defines absolutely everything that in one way or another is related to this species education (direct, indirect).

According to data from Wikipedia, such bills are actively used in a number of friendly countries ( former republics from the USSR, for example, Belarus, Tajikistan, Turkmenistan, Kyrgyzstan, Moldova, Uzbekistan).

New states are not inferior, for example, the LPR, the Republic of Kazakhstan (Republic of Crimea) and the Kyrgyz Republic. In countries near and far abroad, similar practices are also used, for example, in Lithuania, Germany, etc.

It is permissible to translate a document or its separate part/section/clause, as well as the charter into English language(such requirements are put forward by Finland, for example).

Related party transaction

The member of the board of directors or his authorized person/persons (affiliated) directly participates in it. However, it can be canceled in court, since in this option a person can act in the interests of third parties, and not the JSC itself. The issues are regulated by Federal Law No. 14 (Article 45).

Audit committee

Authority: performance audit responsible persons(contracts, orders (projects), assets, dividends, work schemes, etc. i.e. legal, financial and economic control). They report on the results only to shareholders.

About the peculiarities of the situation of workers

The labor sphere is fully regulated by the legislation of the Russian Federation, namely, the application of norms is prescribed Labor Code(Labor Code of the Russian Federation) in full compliance.

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Federal Law No. 208 on joint stock companies required serious changes in its structure. Some changes provide clarity to the understanding of legal provisions, while others have introduced new provisions into the law. Improvements in the law have 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. Federal Law 208 regulates the rights and obligations of shareholders, and also helps to protect their interests. The law regulates issues such as documents of joint stock companies, dividends, registers, etc.

Federal Law-208 answers questions about the procedure for creating, liquidating and restructuring a joint stock company. The law applies to all such organizations in Russia.

Federal Law-208 contains 14 chapters and 94 articles:

general provisions;
creation, transformation and liquidation of joint stock companies;
capital of the joint-stock company according to the charter (shares, bonds, etc.);
distribution of shares and other securities (securities market law);
profit (dividends) of the joint-stock company;
JSC register;
procedure for the shareholders' meeting;
powers and procedure for the meeting of the board of directors;
share repurchase, etc.

The latest amendments to Federal Law-208 are dated July 3, 2016. All changes to the law came into force on January 1, 2017.

Federal Law-208 on JSC

You can download Federal Law FZ-208 “On Joint-Stock Companies” using 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 effect since the beginning of 2017 and is subject to amended provisions.

Also find out what changes you have undergone during your service.

Last changes

By latest changes, introduced into Federal Law-208 in July 2015, closed and open joint-stock companies began to be called “public” and “non-public” joint-stock companies, in abbreviation - PJSC and JSC, respectively. An open joint stock company, namely public, is a joint stock company that meets certain parameters - for example, it provides shares in the public domain to an unlimited number of persons. PJSC, in connection with new changes in the law, is forced to make existing changes to the Unified State Register of Legal Entities (unified State Register legal entities) and change the charter. The remaining JSCs are exempt by law from the obligation to make changes; for them the legislation has not determined an exact deadline.

Federal Law 208 describes that all joint stock companies are required to conduct an audit every year and invite an appropriate specialist to do this. After each meeting of shareholders, voting results must be sent out within 4 days. For violation of this rule The law provides for a fine - from 500,000 to 1 million rubles.

These are the main changes made to Federal Law-208 on JSC.

Creation

Articles 8 and 9 of Federal Law 208 regulate the procedure for creating a joint stock company. A joint stock company is formed in two ways:

from scratch;
by reorganizing a legal entity (division, merger, etc.).

According to Federal Law-208, an organization is considered created when it undergoes state registration.

In order for the JSC to begin to function properly, the consent of all founders must be obtained and this fact must be recorded. You can express your consent or disagreement by direct voting at the general meeting of founders. A three-quarters vote is required to elect the auditor, auditor and governing bodies. A written agreement must be concluded, which specifies general information— authorized capital, type of shares, the ability of foreign investors to intervene in the affairs of the joint-stock company.

Federal Law 208 describes many rules and requirements that the procedure for forming a joint stock company must comply with. Creating a joint stock company is a painstaking and long process.

Liquidation

The law on JSC liquidation deals with articles 21 to 24. They relate to the second chapter of Federal Law-208. The law provides the following information:

the joint-stock company is liquidated on a voluntary basis or by court decision if there are grounds specified 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 managing the joint-stock company are transferred to it;
the same commission would act in court during liquidation on a legal basis.

Article 22 of Federal Law 208 regulates that, after making a decision to liquidate a joint-stock company, it is required to pay off creditors, if they exist. If there is insufficient finance to repay debts to creditors, the process of selling the property follows. All the remaining cash, after paying off the debt, are distributed among the shareholders.

A joint stock company is considered to have ceased to exist when the corresponding entry is made in the Unified State Register of Legal Entities, in accordance with Article 24 of the Federal Law-208.