Joint stock company - what is it? The answer to this question will be interesting not only to students who, by the nature of their studies, are studying a certain subject, but also to citizens of our country who have a slightest active social position.
The article will talk about this complex and at the same time simple concept.
How joint stock companies developed. Important in brief
The first joint-stock company in our country was the Russian trading company. It was formed in 1757 in Kostantinopol. Its capital consisted of shares, the shares were called shares and had the form of a ticket, which certified the ownership of shareholders and were freely traded on the market. The legislation that regulated the activities of societies consisted of royal decrees.
The heyday of joint-stock companies occurred in the middle of the XIX century, the period of the Great Reforms. At this time, Russia comes first in Europe in terms of economic development, and the circulation of securities is developing unprecedentedly fast.
In the Soviet period, societies as such practically ceased their activities.
Modern Russia has a 20-year history of the formation of joint-stock companies. The transition to a market economy required the adoption of new laws to regulate relations in the field of private property and the forms of its management.
Today Joint-stock companies occupy a leading place in the system of economic relations. Because exactly how AO allows you to combine the capital of many investors to create a new independent business entity.
Joint-stock company: what is it and its essence
A joint-stock company is a business entity engaged in commercial activities. Making a profit is the main goal of creating joint-stock companies, and complete financial and economic independence in making management decisions only contributes to the achievement of the result.
The authorized capital of the joint-stock company is divided into shares. Participants of the company (shareholders) bear the risk of losses from economic activities within the value of the shares that they own, but are not liable for its obligations. Moreover, participants bear the risk in cases of incomplete payment of securities. The essence of a joint-stock company is that shareholders are the owners of the company, but not the owners of property. Property belongs to society itself. This is the essence and paradox of this form of management. It is a legal entity having the attributes inherent in it: name, seal. He can take part in court sessions on his own behalf as a party to the case and a third party, have his own account in bank institutions and separate property. The founders of the company can be both individuals and legal entities, the number of which is not limited.
Often you can hear the phrase "closed or open joint-stock company." What it is? According to the law, companies can be either open, that is, conducting an open subscription to the issue of shares and freely traded, or closed - whose shares are sold and distributed, as a rule, among its founders. Moreover, all issued shares are registered, which helps to mitigate the risks of securities fraud.
What regulatory acts govern the activities of joint stock companies
An important regulatory document is the civil code of the Russian Federation, in particular chapter 4 of the document. A special act is the Federal Law "On Joint-Stock Companies" of 1995, with the latest amendments adopted in 2014. Normative acts determine the legal status and procedure for creating both the company itself and its management bodies, authorized capital, profit distribution, obligations and rights of participants (shareholders), the right to control activities, the procedure for reorganization, creation and liquidation, and other, no less important issues .
The said law is far from the only document related to joint stock companies. The issue and circulation of shares, which are securities, is regulated by the law "On the securities market" and the Federal Law "On the protection of the rights and legitimate interests of investors in the securities market".
How is the authorized capital formed
The authorized capital of the joint-stock company is made up of the sum of shares of par value purchased by its shareholders. Determines the minimum value of the property of the company, the owner of which is it. Share capital is necessary to guarantee the interests of creditors. The legislation defines the minimum amount of the authorized capital, which at the moment is 1000 minimum wages for open companies and at least 100 minimum wages for closed. Share capital may be increased or decreased. The decision on this is made by the shareholders at the general meeting.
How is the management
The management of a joint stock company is multistage and diverse.
The supreme body that makes the most important decisions about activities is undoubtedly the general meeting of shareholders. On it, among other issues, the annual report is approved, the payment of dividends to shareholders, decisions are made on liquidation, reorganization. Held annually. The powers of the general meeting and its competence are fixed in the Federal Law "On Joint-Stock Companies" and cannot be transferred to the board of directors.
The executive body that manages activities on current day-to-day issues is the director or directorate. The activities of the executive body are accountable to the supervisory body - the board of directors.
Basic rights of shareholders
The shareholders of a joint stock company have the following basic rights:
- Participation in management. It takes place by voting at each general meeting on issues that are its competence.
- Earning income as dividends.
- The right to receive a share of the company's property in the event of termination of its activities and liquidation.
Depending on the scope of the rights granted, the shares of the joint-stock company may be ordinary and preferred.
Preferred shares give their owners a fixed amount of dividends and the right to pay them first, but limit the right to manage the company.
Documents of the company. Activity Disclosure
The main document is the charter, on the basis of the provisions of which the company operates. It must necessarily contain certain sections, in the absence of which the company will not be registered and will not acquire the rights of a legal entity.
The law on joint-stock companies requires the provision to shareholders upon their request of documents containing information on activities. Business papers to be provided to shareholders include:
- charter;
- minutes of general meetings ;
- annual report;
- internal documents;
- documentation reflecting the accounting and reporting.
The organization of society. Distribution of shares
The company is organized by the birth of a new business entity as a legal entity, or by reorganization of an existing one. The decision to create is made by its founders at the constituent assembly. Organizers can be both individuals and legal entities. The number of founders of an open company is not limited; when establishing a closed company, there should be no more than fifty.
When creating a company, its shares are distributed among the founders. The Law on Joint Stock Companies (its new version) stipulates that the obligation to register the issue of shares distributed between founders must be performed by the company within one month from the date of registration.
Liquidation procedure
The company may be liquidated voluntarily by taking a decision on this at a meeting of the supreme governing body or by court decision. When a decision is made on liquidation on a voluntary basis, all powers to manage the company are transferred to the liquidation commission, which from the moment of its appointment is headed by the joint-stock company. What is a liquidation commission, and what are its powers? This body assumes all the hassles associated with the search and identification of creditors and debtors of the company, the preparation of a liquidation balance sheet, the identification and sale of property in order to cover debts and settlements with counterparties, resolve the issue of dismissed employees and other financial and property issues.
The result of everything said. Today, joint stock companies are the most developed and promising form of business in the Russian Federation. The position of society is determined by domestic legislation, which has already developed quite a lot, but nevertheless, some of its norms require further refinement in order to keep pace with the rapidly changing economy and business practices.
Here it is, a joint stock company, in general terms. It seems that after reading the article, the question "joint-stock company - what is it" will not perplex, and the essence of this complex organization will become more clear.