The national enterprise is one of the types of closed joint-stock company, which is focused on increasing the rights and opportunities of employees. The main package of NP securities is distributed among those who are in labor relations with the organization.
Legal basis
In order to get basic information, you need to turn to the Federal Law No. 115 on national enterprises. It defines both the order of creation of such organizations and the features of their functioning.
The main idea of ββcreating a national enterprise is to provide every employee with the opportunity to become a real co-owner of his company. Moreover, no one takes this status from them in favor of other, more profitable candidates. This approach allows to achieve an increase in the number of jobs and their subsequent preservation.
Moreover, the employees themselves will work to achieve this goal, since it is beneficial for them to develop the enterprise, because they are its shareholders.
Thus, a national enterprise is a commercial organization having an authorized capital that is divided into shares. The latter are used to confirm the rights of participants in such a company, which are also employees of the organization.
How is the formation of NP
A national enterprise is a closed joint-stock company, which can be formed after the fulfillment of three basic conditions.
These are the following steps:
- Conversion. NP is created only through the transformation of a commercial organization, regardless of its type. As an exception, standard JSCs, municipal and unitary enterprises, in which employees own less than 49% of the authorized capital, can be defined.
- Decision-making. The procedure for creating a national enterprise is carried out in accordance with the constituent documents of the organization itself and the legislation of the Russian Federation. The latter obliges the CM participants to decide that it will be transformed into a NP.
- The formation of the contract and the charter of the national enterprise. Without these documents, NPs in Russia cannot be established.
Legal status
NP activities are carried out on the basis of a special federal law. It is he who determines the following features of such organizations:
- Every company employee must sign a memorandum of association.
- The number of employees of one organization should not exceed the mark of 5 thousand and have less than 51 participants.
- Conversion occurs only if majority consent has been obtained.
- It is allowed to have employees in the NP who have not received shareholder status. But they should not be more than 10%.
- If an employee quits, then he is obliged to sell all the shares he owned. Thus, at the end of the employment relationship, the joint ones are terminated. The company itself acts as a buyer.
- If an employee continues to perform his functions, then he can sell at a contract price a maximum of 20% of the shares that he owned at the time of the end of the reporting financial year.
- The general meeting of shareholders has more authority than in a regular joint-stock company.
- Control issues are handled by an internal commission. Its powers are wider than that of the revision.
- Non-employee shareholders may purchase shares, but only from other participants in the enterprise.
- The number of securities that one NP employee may have is determined by the size of his salary.
- Participants in the enterprise should own more than 75% of the shares. Moreover, each of them individually cannot have more than 5%.
- Important issues regarding the enterprise (including the election of the General Director) are resolved at the general meeting of shareholders by voting. Each employee can cast only one vote.
Based on the federal law on joint-stock companies, the organization is managed by a supervisory board. This executive body is headed by the CEO.
When it becomes necessary to conclude large transactions, it is necessary to obtain the consent of the control (audit) commission.
Registered capital
It is formed by issuing shares and only ordinary shares. What will be the face value of one security, the general meeting of NP decides. But at the same time, the figure should not exceed an indicator equal to 20% of the minimum wage set by law at the federal level.
Since most of the shares are owned by the participants of the enterprise, the bulk of the authorized capital is owned by NP employees.
According to general rules, holders of securities have the same number of rights, regardless of their number. But the peculiarities of the legal status of national enterprises form a slightly different situation. This is a significant difference in the opportunities available between employee shareholders and holders of securities not working in a national enterprise.
Also, the NP can annually increase its authorized capital by issuing new shares. In this case, the restrictions established by federal laws and legal acts relevant to the organization must be observed.
Transfer of shares to employees
Initially, it is worthwhile to determine the fact that the level of increase in capital of an enterprise should not be less than the amount of net profit used for accumulation. This refers to funds received over the past financial year.
Shares (repurchased from shareholders and additional) should be distributed among all employees entitled to receive such securities. In each case, the guideline is the amount of remuneration of a member of the enterprise for the past financial year.
Those employees who have been fulfilling their duties for less than three months are provided with additional shares of NP, as well as those securities that were previously purchased.
What makes the general meeting
This governing body is the highest in a national enterprise.
In this regard, there are a number of functions that can only be performed by the general meeting:
- approval of the statement of losses and profits, as well as the annual balance sheet;
- election of the chairman of the control commission and, if necessary, early termination of his powers;
- selection of the CEO and determination of his salary;
- approval of the report of the control commission;
- identification of priority areas of the organization;
- decision making on liquidation of NP;
- appointment of a liquidation commission with the subsequent approval of the interim and final balance sheet.
Those categories of decisions that are in the exclusive competence of the general meeting cannot be transferred to any governing bodies within the framework of the NP.
Contract
This document must contain all the information specified in the Federal Law on Joint-Stock Companies.
In addition to them, the contract must display the following information:
- Monetary valuation of shares of the commercial organization that was transformed into a NP. This includes its shares and shares. In addition, it is necessary to indicate information on the form of payment for shares and determine the algorithm for the exchange of securities of the organization being transformed, on the basis of which a national enterprise is created. Such rules are necessary because these actions are inevitable in the formation of a new structure. This clause also needs to describe the conditions and terms for the repurchase of shares of a national enterprise from their owners.
- Information on the number of shares of NP. We are talking about securities that will be distributed between different groups of shareholders. This refers to both employees and members of the company, not holding any position.
Benefits of NP
This form of company as a national enterprise has a number of strengths. We are talking about such benefits as:
- Possibility of takeover of one organization by another. Not all types of societies provide the opportunity to make such changes.
- The development of corporate culture, thanks to the presence of powerful incentives.
- High level of attractiveness for investors. This effect is achieved thanks to a transparent reporting document generation scheme.
- Workers always own a controlling stake. This fact motivates NP participants to invest money and time in the organization.
National enterprises in Russia
Unfortunately, within the Russian Federation, such a form of CJSC was not widely used. This can be explained by the difficulties encountered in the application of this management model and negative assessments of specialists. Accurate determination of the place of such organizations in the system of legal entities proved to be a difficult task.
Moreover, the shares issued by the NP cannot be called identical to the securities of ordinary joint-stock companies. The bottom line is that under standard conditions the rights and status of a shareholder are not tied to his labor relations with the enterprise. And in the case of NP, such a relationship is present.
In connection with these features, experts came to the conclusion that it is difficult to call a national enterprise a closed joint-stock company.
Summary
A key feature of the NP is the fact that its employees own the main percentage of the shares. This makes the participants of the enterprise interested in the success of the common cause: they are ready to invest temporary and financial resources in the development of the organization. The activity of such a structure itself is managed by various internal bodies on the basis of legislation and the adopted charter.