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What documents are needed to open a JSC. Ooo or ooo. Documentation package for registration of CJSC

For these and other reasons, the question of how to register a CJSC,.

To open a CJSC, you must first decide on the constituent composition. This composition is legally limited.

Firstly, the number of shareholders should not exceed 50 people.

Secondly, a legal entity with only one participant cannot become the sole shareholder.

And thirdly, in the composition of the founders, the presence of individual, who is prohibited by law from doing business for the period of registration of the CJSC.

It also prohibits the participation of foreign investors in industries that are important for the state security and defense of the country. And before registering a CJSC, it is necessary to draw up an agreement of founders.

Name

Of course, CJSC is necessary in such a way as to stand out in the thick of competitors, but it will not work out freely, as there are restrictions.

Thus, the name should not serve as a pretext for racial or religious hatred and terrorism. The use of the abbreviation "RF", as well as the words and phrases "Moscow", "Russian Federation" and their forms is possible only when the state's share in the CJSC is at least 70%.

The name should not contain the names of public movements and organizations international level. Therefore, before thinking about registering a JSC, should seriously think about its name.

Founders agreement

All obligations related to registration and collection of the required amount of documents are specified in memorandum of association. It is he who regulates the relationship of the founders and is valid until the redemption of all shares of the CJSC.

Therefore, this agreement must necessarily include all the provisions necessary for registration and regulation of relations.

And no matter how well the founders treat each other, the contract must certainly spell out ways to resolve disputes.

Also, before drawing up an agreement and registering a CJSC all the nuances of the work of the founders should be written in the charter, after all, after the process of registration and payment of shares, the agreement of the founders is executed and becomes invalid.

How to choose the address of registration of CJSC

Usually the registered address of a CJSC is the location of the main office legal entity.

But in cases where the CJSC does not have a permanent body, the head address of residence can become the registration address - this fact must be reflected in the application, and you should be prepared to present this confirmation.

But in the event that the address for registration of a CJSC is included in the list of so-called "mass" addresses that are already indicated in the registration of more than 10 enterprises and one-day firms, the inspection will most likely refuse to register. That's why the address should always be checked for blacklisting.

Documentation package for registration of CJSC

In order to closed joint-stock company was registered, it is necessary to collect a voluminous package of documents and carefully double-check them.

List of required documentation

Drafted charter of the CJSC;
Registration application in the form p-110001, signed during the registration of the CJSC either by the founders or authorized persons with the obligatory indication of their powers;
Memorandum of association, in the case of one founder - a constituent decision;
Letter of guarantee provided by the owner of the premises (a lease agreement is also accepted);
Receipts confirming the full payment of the state duty (4 thousand rubles);
Decision on the appointment of management with the application of the IIN certificate and a photocopy of the passport, as well as copies of the passports of all individual founders and their IIN certificates.

Submission of documentation

The assembled documentation package is submitted by the head to the tax office at the place where the registered address of the CJSC is located.

The decision to approve the registration of a CJSC will be reviewed and made on average five days, and if the refusal is caused by violations in the documents, then you can reapply, correcting and adding the missing papers.

Before registering a CJSC, you need to carefully select and double-check the necessary documentation package - then there will be no problems with registration, and the registration process will not take more than three to four weeks.

It is formed from the contributions (contributions) of its participants; these contributions come to the full disposal (property) of the joint-stock company;

the property liability of the company's participants is limited by the size of their contributions; the joint-stock company is independently responsible for all its obligations;

authorized capital is divided into a certain number of shares that are issued in exchange for a contribution and which are owned by its participants, and not by the joint-stock company itself.

The last sign is a distinctive feature of a joint-stock company as a legal entity, or as a specific form of existence. commercial organization.

Issue of shares as a specific feature of a joint-stock company

A joint-stock company functions as a legal entity that issues shares, and the funds received from this fully and completely form its authorized capital.

Unlike other legal entities, a joint stock company cannot take place (be registered) without issuing required amount shares, because you can become its participant only by exchanging a contribution for a share.

However, all funds received from the issue of shares, in without fail are accounted for primarily as declared share capital. No funds other than proceeds from the sale of shares may be directed to it.

At the same time (depending on the procedure for the formation of the authorized capital), there may also be an excess of proceeds from the sale of shares over the declared authorized capital and their shortfall. In the latter case, it is necessary to reduce the size of the declared authorized capital, the lower limit of which is the minimum established by law.

A legal entity becomes a joint-stock company only because it issues shares. Only one type of commercial organization has the right to issue shares by law, any other organizations cannot issue shares without taking the legal form of a joint-stock company with all the ensuing consequences for them.

Joint stock company as an organization and as a set of shares

Any organization is an association of some participants, members that exist on their own, regardless of this association. The organization and its members are a single whole in which both the organization and its members exist separately from each other.

As an organization, a joint-stock company is a legal entity in one of the forms of a commercial organization. It is the unity of the organization and its members. But this is a unique form of unity, since it simultaneously exists not only as the unity of the organization and its participants, but also as the unity of the organization and the totality of shares issued by it, external to it, since the latter are the property of shareholders, and not a joint-stock company. A share issued by a joint-stock company is a personification of a member of the latter. A member of a joint-stock company is not just an ordinary member of some organization, but a shareholder, i.e. the owner of a share. Only as a shareholder can a market participant become a member of a joint-stock company and nothing else.

Joint-stock company is an organization of market participants, membership in which is determined by the presence of shares issued by this organization.

A joint-stock company exists on the market in a double form:

as an independent commercial organization, as a separate market participant;
as a set of shares issued by him, owned by its shareholders.

A joint-stock company exists in two different, but inseparable forms: organization and shares. A joint-stock company is both at the same time. Speaking of a joint-stock company as an organization, one must always remember that it also exists as a set of shares. Speaking of shares, it should be remembered that they were issued by a certain joint-stock company.

Externally, a joint-stock company is just a kind of legal commercial entities united in the group "business companies" in Russian law. It has its distinctive features, advantages and disadvantages in comparison with other commercial organizations, as well as any other legally permitted form of capital pooling.

The main differences between a joint-stock company and business partnerships:

economic partnerships unite not only capital, but also represent an association of persons who carry out joint activities in this partnership;
a joint-stock company is an association of capitals;
in partnerships, general partners are jointly and severally and subsidiarily liable for the obligations of the partnership, which is not the case in joint-stock companies.

The main differences between a joint-stock company and a company with limited liability (hereinafter - a simple society). A joint stock company, like a limited liability company (in its most massive form), has an authorized capital formed from the contributions of its participants, who bear property liability only in the amount of the contribution itself. The main differences between a joint-stock company and a simple company are as follows:

in exchange for the contribution made, its participant receives a security called a share, which can then be freely resold in a special market, different from the usual one. commodity market, - on the stock market. The authorized capital of a simple company is divided into contributions of its participants, and in a joint-stock company - into shares;
the law establishes the minimum size of the authorized capital of a joint-stock company and the number of shareholders, which are at the same time the upper limits for a simple company;
the procedure and the right to exit a member of a simple company and a shareholder from the company are different;
the rights of shareholders holding shares of the same type are the same, additional rights and obligations may be established for individual participants in a simple company;
in a joint-stock company a more complex and more regulated by the state management structure by law than in a simple company.

The main differences between a joint-stock company and production cooperatives:

a joint-stock company is an association of capitals, and a cooperative is an association of capitals and persons obliged to work in it;
members of a production cooperative bear subsidiary liability for the obligations of the cooperative, and shareholders - only limited in the amount of their contribution (the price of the shares they acquired);
a member of a production cooperative may be expelled from it for non-fulfillment of his duties and other violations of the charter, a joint-stock company is not entitled to deprive a shareholder of his shares under any circumstances.

Advantages of a joint stock company

A joint-stock company has a number of advantages over other organizational and legal forms of commercial activity:

unboundedness of process of association of capitals. The joint stock form allows you to combine an almost unlimited number of investors and their capital, including small ones. This makes it possible to quickly raise significant funds, expand production and have all the advantages of large-scale production. The law does not establish upper limits on the authorized capital and the number of shareholders of a joint-stock company;
shareholder choice of sizes own risk. By acquiring a particular number of shares, a shareholder also chooses the amount of risk of loss of capital invested in the company that is acceptable to him. Limited risk is manifested in the fact that shareholders are not liable for the company's obligations to its creditors. The property of a joint-stock company is completely separated from the property of individual shareholders. In the event of bankruptcy of a joint-stock company, shareholders lose only the capital that they have invested in its shares. This kind of risk is also inherent in some other commercial organizations, but only in a joint-stock company does its member have complete freedom in choosing the level of this type of risk and the opportunity at any time to limit the existing risk or completely get rid of it;
the stability of the pooling of capital over time. A joint stock company is the most stable form of capital pooling. The withdrawal from the company of any of the shareholders or in any number does not entail the termination of the company's activities;
management professionalism, due to the separation of ownership of capital from its management. In a joint-stock company, not every shareholder manages his capital, but a team professional managers manages the combined capitals as a whole;
opportunity to freely return the invested capital. The shareholder has the right to sell his shares at any time and return all or part of his contribution;
the presence of numerous forms of income from share ownership, for example, the opportunity to receive income from a share, income from the resale of a share, income from giving a share on loan, etc.;
comparative cheapness of borrowed capital. A joint-stock company, due to its scale and openness to market participants, has much greater opportunities for raising capital through the issuance of debt securities or bank loans at the most favorable interest rates;
the public prestige of the status of a joint-stock company is due to the economic role and social significance, which has a joint-stock company in modern society.

The main disadvantages of a joint-stock company

The disadvantages of the joint-stock form of management include many of its advantages, but considered from the point of view of the joint-stock company itself:

the openness of a joint-stock company means the loss of its closeness, privacy. The obligation to publish annual reports, profit and loss statements, report on all significant events, etc., makes the joint-stock company more vulnerable to its competitors;
management professionalism turns into the possibility of a conflict of interest between the company's managers and its shareholders; the goal of shareholders is to maximize dividends and increase the capitalization of the company, and one of the possible goals of management is to redistribute the results of the company's activities in their favor;
possible loss of control over the company, since the free sale of shares of a joint-stock company may lead to such changes in the composition of shareholders that will lead to a change in control over the joint-stock company, etc.

Joint stock company as the largest form of commercial organization. The previously given classification of commercial organizations essentially reflects their division according to the total amount of the combined capital in inseparable unity with the number of participants in the partnership. Legal practice in limited liability companies (and partnerships of the same order with them with full responsibility, production cooperatives), joint-stock companies of a closed type, joint-stock companies of an open type quite clearly traces the stages of transition of these quantitative characteristics into qualitative ones. The largest, without any upper limit, the association of individual capitals and their owners is allowed only in open joint-stock companies. In any other commercial organizations, explicitly or implicitly, there are appropriate restrictions on the number of participants and on the size of the authorized capital.

A joint stock company is a legal form of a potentially unlimited association of individual (private) capital.

The relationship between the concepts of a joint-stock company and a share. The definition of a joint-stock company, which is given in Civil Code RF, is closely related to the concept of a share, which is not given anywhere in this code, but according to educational literature and regulatory documents it is difficult to figure out whether the concept of a share is based on the concept of a joint-stock company or vice versa.

The concept of a joint-stock company and the concept of a share are inextricably linked, but this should not lead to a tautology of their definitions. Only one of these definitions is primary, and the other, respectively, is secondary. A business company takes the form of a joint-stock company solely because it issues shares in exchange for contributions from its members.

A joint-stock company is an organization (association) of market participants, the certificate of membership in which is the possession of a security called a share. Consequently, the type of organization (economic company) is a secondary concept, and the action is the primary concept, since it is the action that determines the specific form of the economic company.

Commercial organizations and issuance of shares. According to the law, no commercial organizations, except for joint-stock companies, have the right to issue shares. However, they are entitled to certain conditions issue any debt securities.

The issue of other types of securities, except for shares, which are representatives of shares (contributions) in the authorized capital of commercial organizations in Russia is not allowed, since this is not allowed under the current legislation.

Theoretically, such securities may exist, differing from shares, for example, by the method of issue, the conditions of circulation on the market, or some other characteristics that are of interest to market participants. However, such potential species securities similar to shares, by their nature, must always represent either parts of:

the authorized capital of a commercial organization;
capital, similar to the authorized capital.

Only in these two cases will it be securities similar to shares, and not new types of debt securities.

Establishment of a joint stock company

Creation of a joint-stock company as a market participant- these are relations between market participants aimed at registering a joint-stock company as a new legal entity.

Ways to create joint-stock companies. Joint stock companies may be created by founding or by reorganization.

Establishment of a joint stock company- this is its creation as a legal entity, not accompanied by a change legal status market participants that create it.

The founders of the joint-stock company- these are market participants whose legal status does not change when a joint-stock company is created.

Reorganization (transformation) of a market participant (participants)- this is the creation of a joint-stock company as a legal entity, accompanied by a simultaneous change in the legal status of all or part of the market participants creating it.

Any market participants can establish a joint-stock company, including already existing joint-stock companies. The establishment process is in no way connected with a change in the legal status of the market participant participating in it, which is therefore called the founder. The founder participates in the creation of a new joint-stock company only with his own capital and at the same time remains the same market participant as he was before participating in the creation of this joint-stock company.

The creation of a joint stock company by reorganization means a change in the legal status of either joint stock companies from which a new joint stock company is organized, or the transformation of a market participant existing in the form of a non-joint stock commercial organization into a joint stock company. Relations associated with the reorganization of joint-stock companies are related to the corporate control market, and therefore are discussed in the third chapter of the manual.

Ways of establishing joint-stock companies

The world practice of joint-stock business knows three options for establishing a joint-stock company:

the founders acquire all the shares of the joint-stock company being created;
founders acquire shares on equal terms with all other market participants;
the founders acquire part of the shares, and the rest of the shares are sold by open subscription.

The procedure for establishing joint-stock companies in Russia

In accordance with Russian legislation, the first of the listed options for establishing a joint-stock company is the only one permitted. This procedure is established by the Law “On Joint Stock Companies” and is duplicated by the Decree of the Federal Securities Commission of the Russian Federation dated September 17, 1996 No. 19 “On Approval of the Standards for the Issue of Shares when Establishing Joint Stock Companies, Additional Shares, Bonds and Their Prospectuses”.

According to Russian legislation all shares of a joint-stock company upon its establishment must be distributed among its founders in accordance with the agreement on the establishment of a joint-stock company. In other words, the first purchasers of shares of a joint-stock company being established are its founders.

From an organizational point of view, since the law does not establish upper limits on the number of founders, in practice it is quite possible that a small initiative group of persons carries out all preparatory work on the creation of a joint-stock company and only on last step additional persons are involved who agree on the proposed conditions to purchase blocks of shares of the company. Formally, both are its founders as the first to acquire all the shares of the joint-stock company being formed, but in essence the process of organizing a joint-stock company, the contribution of the former is naturally much greater. The given example of the organization of a joint-stock company is essentially the second option for establishing a joint-stock company, which can also be realistically implemented in practice, without contradicting the current norms.

AT pre-revolutionary Russia the establishment of a joint-stock company by distributing shares among its founders was called a "puffed foundation". This was due to the cases of the establishment of joint-stock companies in order to enrich themselves through stock exchange speculation, when the shares of a newly created company were sold at an artificially high price. Modern systems trade in securities practically exclude the possibility for newly created joint-stock companies to enter the exchange markets. The distribution of shares among a predetermined circle of persons during the establishment of a company, according to the legislator, excludes cases of abuse by the founders.

The founders of the joint-stock company

The law does not define who the founders (founder) are, except for a reference to the fact that they can be any capable persons.

Types of founders.The founders of a joint-stock company can be both citizens and legal entities that have made a decision to establish it.

They cannot act as founders of the company government bodies and local self-government bodies, unless otherwise provided by federal laws. The ban applies to representative, executive and judicial authorities. The exception is the federal and territorial bodies of state and municipal property. Their participation in the creation of joint-stock companies is associated with the privatization of state and municipal enterprises. These state bodies may act as founders of joint-stock companies on behalf of Russian Federation, subjects of the Federation or municipalities.

Number of founders.The number of founders of an open joint stock company is not limited, but in a closed joint stock company (as well as the number of shareholders) it cannot be more than 50.

sole founder.The founder of a joint-stock company may be one individual or legal entity, with the exception of business companies consisting of one person. Such companies, in accordance with current legislation cannot act as the sole founders of both open and closed joint-stock companies.

Rights and obligations of founders.The rights that arise for the founders in connection with the formation of a joint-stock company characterize the essence of the relationship that arises between the founders and the company. Forming the authorized capital of a joint-stock company, the founders exchange their financial and tangible assets by ownership rights for rights of obligation, which are certified by the shares received in return. The exclusive right of the founders to purchase shares of the first issue gives them the opportunity to form the "necessary" structure of the company's management and appoint their representatives to the management bodies. Often this allows, at least initially, to use the rights thus obtained in their own interests. The natural desire of the founders to receive a certain remuneration for their work in creating a new business should not be in conflict with the interests of other shareholders and society as a whole. The obligations of the founders end with the completion of the process of organizing a joint-stock company (its registration). In the future, only the joint-stock company bears obligations to its founders as ordinary shareholders.

The main stages of the establishment of a joint-stock company

The process of establishing a joint-stock company can be divided into a number of successive stages.

The first stage is the economic justification of the joint-stock company being created. The commercial side of the foundation suggests that initially it is necessary to "invent a business." The founders must have a clear idea of the direction of the future activities of the joint-stock company, its expected profitability, place in the market, advantages over other market participants, etc. In particular, one should decide on such issues as:

whether a joint-stock company is the most preferred form of organization this business? It must be remembered that the joint-stock form of business organization is most characteristic of large business;
can the necessary capital be obtained from other sources and at lower rates?
how much capital is needed and for what purposes?

The economic side of things usually involves the development of what is commonly referred to as a business plan, which must be realistic and attractive to potential investors. Share capital should be valued in such a way as to guarantee a quick profit to the first shareholders. Based on the needs of capital, the circle of potential founders - shareholders is also determined, having received the consent and approval of the latter, it is possible to proceed to the second stage of creating a joint-stock company.

The second stage is the organization of a joint-stock company.It is necessary to carry out the following organizational measures when establishing a joint-stock company:

Conclusion of the founding agreement in which the founders assume the corresponding obligations to create a joint-stock company with certain (agreed) characteristics. This agreement on the establishment of a joint-stock company is not a constituent document of a joint-stock company, but is a type of agreement simple partnership between founders.

If the founder is one person, then in this case he draws up the document “Decision on the establishment of a joint-stock company”, which should determine the size of the authorized capital of the company, categories (types) of shares, the amount and procedure for their payment.

The liability of the founders of a joint-stock company is joint and several and is connected with the obligations to create a company prior to its state registration. All their obligations are of the value of private transactions concluded in their own name. Not having the right to act on behalf of the company, the founders do not have the right to oblige it with any transactions with them or with third parties. A joint-stock company is liable for the obligations of the founders associated with its creation, only in the event of subsequent approval of their actions by the general meeting of shareholders.

Holding a meeting of founders as a legal registration of the will of the founders. At the meeting, by voting on the principle of unanimity, decisions are made on the establishment of the company, the approval of its charter, the valuation of property contributed by the founders as payment for shares. If a joint-stock company is established by one person, the decision on its establishment is made by this person alone. The meeting also forms the governing bodies of the company. The election of the management bodies of a joint-stock company is carried out by the founders by a three-quarters majority of votes.
Formation of the authorized capital of a joint stock company. The authorized capital of a joint-stock company determines the minimum amount of the company's property that guarantees the interests of its creditors. The law determines the minimum amount of the authorized capital of a company, which must be for open society at least one thousand times the minimum wage and at least one hundred times the minimum wage for a closed company established by federal law on the date of state registration of the company. At least 50% of the company's shares distributed during its establishment must be paid within three months from the date of state registration of the company, the rest - within a year after its implementation.

The third stage is the state registration of the newly formed joint-stock company. Any joint stock company is considered established from the moment of its state registration. The procedure for registration will be discussed later.

Features of the establishment of certain types of joint-stock companies

For some groups of joint-stock companies, there is a procedure for their creation different from that established by the law "On Joint-Stock Companies". This applies to the following groups of joint-stock companies:

in the field of banking, investment and insurance activities;
created on the basis of collective farms, state farms and other agricultural enterprises reorganized in accordance with the decree of the President of the Russian Federation "On urgent measures to implement land reform in the RSFSR";
created in the process of privatization of state and municipal enterprises;
workers (people's enterprises);
with the participation of foreign investors.

The procedure for creating the listed groups of joint-stock companies is regulated by special legislation. All other questions, except those that determine the order of creation and legal status joint-stock company are regulated by the Law of the Russian Federation "On joint-stock companies" and do not depend on its inclusion or non-inclusion in the listed groups.

Liquidation of a joint-stock company

The concept of liquidation of a joint-stock company. A joint-stock company may cease to exist as a given legal entity either by transformation into another legal entity (entities) or by liquidation.

The liquidation of a joint-stock company is the termination of its existence as a legal entity (or as a legally independent market participant without transfer of its rights and obligations to another legal entity, or without succession.

Methods of liquidation of a joint-stock company. A joint-stock company may be liquidated voluntarily or forcibly.

Voluntary liquidation of a joint-stock company is its liquidation by decision general meeting shareholders (liquidation by the will of the company itself).

Forced liquidation of a joint-stock company — it is its liquidation by a court decision; in general economic terms, compulsory liquidation is an expression of the will of the market.

Voluntary liquidation of a joint-stock company. Voluntary liquidation of a company is adopted by the general meeting of shareholders by a three-quarters majority of votes, unless the charter provides for a higher level of decision-making on liquidation.

The issue of the liquidation of the company and the appointment of a liquidation commission is submitted to the decision of the general meeting by the board of directors.

Voluntary Liquidation Procedure

The procedure for voluntary liquidation of a joint-stock company includes the following stages:

adoption by the general meeting of shareholders at the proposal of the board of directors of the decision to liquidate the joint-stock company;
notification of the decision made within three days to the state registration authority, which makes a record that the company is in the process of liquidation. From this moment, state registration of changes made to the constituent documents of the company being liquidated, as well as state registration of legal entities, the founder of which is the specified company, or state registration of legal entities that arise as a result of its reorganization, are not allowed;
in agreement with the state registration authority, a liquidation commission is appointed, to which all powers to manage the liquidated joint-stock company are transferred. If one of the shareholders is the state, then its representative must be a member of the liquidation commission;
the liquidation commission takes measures to identify creditors and collect receivables. After the expiration of the period for presenting creditors' claims, an interim and final liquidation balance sheet of the joint-stock company is drawn up, which are approved by the general meeting of shareholders. The interim balance sheet includes all property on the balance sheet of the company, with the exception of property that is the subject of pledge, as well as property that does not belong to the company on the basis of ownership;
satisfaction of the requirements of creditors of the joint-stock company;
distribution of the remaining assets among shareholders.

The sequence of satisfaction of the requirements of creditors of the joint-stock company. Creditors' claims are satisfied in accordance with the sequence established by law for all liquidated legal entities. There are five priority groups of creditors:

claims of citizens to whom the liquidated joint-stock company is liable for causing harm to life and health. It is carried out by capitalization of the corresponding time payments;
requirements related to labor relations. Calculations are made for the payment of severance pay and wages to persons working under employment contract, including under contracts, and on the payment of remuneration under copyright agreements;
claims of creditors for obligations secured by a pledge of property of the liquidated company;
requirements for mandatory payments to the budget and extra-budgetary funds;
other requirements.

After completion of settlements with creditors, the liquidation commission draws up the final liquidation balance sheet of the joint-stock company.

The order of distribution of the property of the liquidated joint-stock company among the shareholders. The property remaining according to the final liquidation balance sheet is distributed among its shareholders in the following order:

shareholders who have the right to demand the repurchase of shares;
holders of preference shares on accrued but unpaid dividends;
holders of ordinary shares.

The property of each next turn is distributed after the complete distribution of the previous one. In case of insufficient funds for full payment on preferred shares, the property is distributed among them proportionally.

Forced liquidation of a joint-stock company. The decision on compulsory liquidation is taken by the court. The grounds for a court decision on the liquidation of a joint-stock company may be:

carrying out activities without proper permission or license. For example, the Bank of Russia has the right to apply to the arbitration court with a claim for liquidation credit institution if, within one month from the date of revocation of its license, a liquidation commission has not been created or the bankruptcy procedure is not applied to the organization;
carrying out activities prohibited by law;
carrying out activities with other violations of the law or violation of other legal acts. If the violations cannot be considered as gross and they are of a correctable nature, and also if there is no evidence of damage to the interests of the company's participants, the court may dismiss the claim for the liquidation of the joint-stock company;
recognition by the court of invalid registration of a legal entity in connection with the violations of the law or other legal acts committed during its creation, if these violations are of an unrecoverable nature;
declaring a joint-stock company bankrupt by a court. The forced liquidation of a joint-stock company in the event of bankruptcy is carried out in the manner of bankruptcy proceedings by decision arbitration court in accordance with the Insolvency Law.

Documents required for registration of liquidation of a joint-stock company. For state registration in connection with the voluntary liquidation of a joint-stock company, the following documents are submitted to the registering authority:

an application signed by the applicant for state registration of liquidation in the prescribed form;
liquidation balance;
In the event of forced liquidation of a joint-stock company, when applying the bankruptcy procedure, the following shall be submitted to the registering authority:
determination of the arbitration court on the completion of bankruptcy proceedings;
document confirming the payment of the state fee.

Registration of liquidation of a joint-stock company. Registration of the liquidation of a joint-stock company is carried out by its liquidation commission, which is obliged to notify the registering body of the completion of the process of liquidation of the joint-stock company not earlier than two months from the moment the liquidation commission (liquidator) publishes a publication on the liquidation of the company in the press.

The liquidation of a joint stock company is considered completed, and the joint stock company itself is considered to have ceased to exist from the moment the state registration authority makes an appropriate entry in State Register legal entities.

When registering an OJSC, the founders may face some questions - what documents are needed, how to correctly complete the registration procedure, what name to choose for the organization and at what address to register. Today we will consider all emerging issues and many other nuances in more detail.

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What documents are required

To register with the tax authority, you must submit the following package of documents:

application in the form;
general meeting on the establishment of JSC;
founding documentation;
receipt of payment of state duty;

a document that confirms the status of the founder (if it is a foreign legal entity).

The constituent documents of the OJSC must be submitted in two copies if the package of papers is submitted by the applicant through a personal visit to the tax authority or by mail.

If documentation is sent to in electronic format, one copy of each founding document must be submitted.

Application form P11001 can be obtained:

in the territorial tax authority;
electronic.

Regardless of the method of obtaining the form, you must correctly fill out the submitted document in accordance with the rules.

Also Federal tax office provides a convenient online service that allows you to quickly pay the state fee.

Registration procedure for JSC

There is a special procedure for registering an open joint stock company, which is established by the current legislation, in particular, dated 08.08.2001 “On State Registration of Legal Entities and Individual Entrepreneurs”.

You must follow the procedure and carefully consider filling out the application and related documentation.

Let us consider in more detail how it is necessary to register an OJSC in accordance with the rules and regulations of the current legislation.

Stage 1. Preparatory procedures

At the first stage, the founders who are going to open and register an OJSC are determined with the name of the company, the location of the permanent executive body, the composition of the shareholders of the company, the size of the authorized capital and the distribution of shares.

More details about the choice of name, as well as the procedure for selecting a legal address, are described below.

Stage 2. Preparation of constituent documentation

At the second stage, the founders of the company begin the preparation of constituent documents, in which they fix the main provisions governing the activities of the organization.

The main founding document of the JSC is the Charter. At the same time, the decision to create is valid from the moment of its signing and until the date of state registration of a legal entity with the tax office. After that, its action is terminated.

After the end of the official procedure and the beginning of the company's activities, the Charter comes into force.

All requirements for content and main provisions this document regulated federal law"On joint-stock companies".

The articles of association should reflect:

full name of the organization;
abbreviated company name;
official location of the acting executive body (legal address);
rights and obligations of shareholders;
the size of the authorized capital;
structure, number, par value of shares, as well as their category (ordinary or preferred);
the procedure for resolving the main issues arising from the conduct of activities by an open joint-stock company;
information about representative offices and branches.

The founders of an OJSC have the right to introduce their own clauses and provisions, the essence of which does not contradict the requirements of the Federal Law “On Joint Stock Companies”.

Stage 3. Constituent Assembly

At this meeting, the following issues are discussed:

creation of an organization and the procedure for its registration;
conclusion and signing of the Treaty on the establishment;
approval of the Charter;
appointment of executive bodies.

All decisions made at the meeting must be reflected in the minutes of the general meeting of shareholders, which is subsequently submitted to the territorial tax authority as part of the documentation package required for the state registration procedure.

Stage 4. Determination of the tax authority to submit the documentation package

Registration of an JSC should be carried out at the address of the permanent executive body of the organization.

This could be the address of the head office of the company, the leased premises in which the main activity is carried out, or the home address of one of the founders.

You can determine which tax office to submit documentation to using the online service.

Stage 5. Collection and preparation of documentation for registration

The list of documentation specified in the first subsection should be prepared and submitted to the territorial tax authority. After collecting, preparing and checking, you can proceed to the next stage.

Stage 6. Submission of documentation to the tax office

The Federal Tax Service provides several ways to submit documents for state registration. Applicants have the opportunity to choose the most preferred option at their discretion.

Consider how you can submit documents:

by making a personal visit;
through a proxy;
by mail;
electronic.

The founders can personally visit the territorial tax authority with a prepared package of documents, or they can do it through a trusted representative.

In the second case, a notarized power of attorney is required, allowing a third party to perform legally significant actions on behalf of the organization.

Shareholders have the right to carry out the registration procedure through the multifunctional center - either in person or through an authorized representative.

It is possible to send documents by mail. In this case, the shipment must be valuable with a list of enclosed documents. most convenient and fast way- Submit documentation online.

Stage 7. Obtaining the finished documentation on the registration of OJSC

After checking the submitted papers tax office will issue registration documents within 3 working days.

If any shortcomings have been identified, the tax authority informs the applicant about this in writing. If the documents were submitted through the MFC, they should be received there.

Founders receive the following list of documents:

OJSC registration certificate;

record sheet of the Unified State Register of Legal Entities;

a copy of the founding document with a tax mark.

Who can be a founder

The founder of an open joint stock company may be:

an individual permanently registered on the territory of the Russian Federation;
entity;
public authority.

There are no restrictions on the number of founders by the current legislation, however, there are some nuances:

can not create an OJSC legal entity, which consists of one participant;
an individual who is the founder of an OJSC cannot carry out entrepreneurial activities.

The founders of the company may also be foreign individuals and legal entities. When administering certain types activities, the participation of foreign capital in the share of the organization may be limited.

Name

One of preparatory stages when registering an OJSC, the choice of the official name of the company is required. This name will appear in founding documents, be used in the conduct of business and be included in Single register legal entities.

The brand name consists of:

organizational and legal form;
the name itself.

When posing a question, it is necessary to choose the full and abbreviated name of the company. It can be both in Russian and in a foreign language.

The name of the JSC should not contain:

the words "Russian Federation", "Russian Federation", the names of federal authorities or subjects of the Russian Federation;
names of existing international organizations or public associations.

To obtain the right to use such wording, it is necessary that more than 70% of the shares of the registered OJSC belong to the Russian Federation or relevant international companies.

The name of the society should not directly or indirectly call for inciting ethnic hatred, and should not contain obscene or offensive language.

Legal address

The Federal Law “On Joint Stock Companies” regulates that the registration of an JSC is carried out at the location of the permanent executive body.

Usually the legal address is the location of the head office of the company, where the head of the organization is located.

At the same time, at the selected address, it is necessary to have a special center responsible for processing incoming correspondence.

In some cases, it is possible to register at the home address of one of the founders. However this method not without flaws, so its use is recommended only in the most extreme cases.

Price

The price of registration of an OJSC will depend on how the founders will carry out the state registration procedure.

The following options are possible:

self-registration;
appeal to specialized companies involved in legal support of this procedure.

If the founders are confident in their abilities and can properly prepare and execute all the necessary documentation, they can carry out the procedure on their own.

In this case, the total cost will depend on the costs associated with the collection and preparation of documentation. In addition, it is necessary to pay a state fee for registering an OJSC, the amount of which is 4,000 rubles.

When contacting specialized companies, the price will depend on the type of service:

complete legal support will cost about 14,000 rubles;
partial legal support (only the preparation of documents, the applicants themselves submit them to the tax authority) will cost approximately 9,000 rubles;
the total cost of the service with the registration of the initial issue of shares is about 19,000 rubles;
purchase of a fully finished OJSC - from 150,000 rubles and more.

Companies that will help register an OJSC:

Company name	Price
Urgent Lawyer	Start package - 5,900 rubles, Turnkey - 9,900 rubles, All inclusive - 22,900 rubles.
Optima Lex	Preparation of documents - 9,400 rubles, Registration of an OJSC with support from the IFTS - 13,500 rubles, Registration of an OJSC + legal address - 11,500 rubles, Registration of shares when registering an OJSC with Optima Lex - 19,000 rubles, Ready-made OJSC - from 155 000 rub.
Axiom of Accounting	50 000 rub.
RegisterGroup	Economy - 3,500 rubles. + 4 000 rub. state duty, Standard 4,500 rubles. + 4 000 rub. state duty, Turnkey - 6,000 rubles. + 4 000 rub. state duty, legal addresses - 12,500 rubles / 15,500 rubles.

Registration of shares

When creating an OJSC, it is necessary to register the initial issue of shares. The application must be submitted no later than one month after the registration of the legal entity.

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The creation, working activity of this type of legal entity is regulated by the legislation in force in the country. It has its advantages and disadvantages. To open a joint-stock company, founders are needed. They may be:

Russian citizens.
Individuals with dual citizenship.
Persons from other countries.
Domestic, foreign legal entities.
Municipality, State.
Stateless people.

The participation of certain owners affects the status of a legal entity. For example, if more than 49 percent of the shares are owned by foreign investors, the organization will have restrictions on land ownership. Introduction to the group of owners of the state causes separate reporting requirements, additional control criteria.

The formation of an OJSC is connected with the company's need for a general gathering of investors. It is possible to register, open an organization, the structure of which will consist of one participant, in one written decision. In the case of already two owners, an agreement is signed.

The opening of an OJSC is possible if there is a charter, which should indicate the following points:

The name of the organization, its own symbols.
Purposes for which you want to open a company.
Kind of activity.
Rights, obligations of depositors, the possibility of printing securities.
The basis of administrative apparatuses, the scope of their powers.
The procedure for conducting an audit, revision.
type of society.
Legal address of the company.
The amount of capital.
Open an account.
Other provisions that regulate the activities of the organization on legal grounds.

Registration documents

The charter is called the main document of the OJSC, where all the main rules of work activity are consecrated.
The decision to issue, open your own joint-stock company, issue shares, an application for its registration to the registration service.
Payment of state duty - 2,000 rubles.
Confirmation of payment of capital for 100,000 rubles. (It is recommended to make a bank statement). This amount is credited to a temporary account, since the OJSC will be able to open an account after the registration of the joint-stock company.
It takes one week to open an organization.

After the registration procedure, the director of the enterprise (person by proxy) receives the following documents:

Extract from the Unified State Register of Legal Entities.
Registration certificate, an extract of registration with the tax authority, where you will receive new number TIN.
Notifications of the company's registration funds.

If all documents are available, a company seal is made, the bank must open a current account for the company. According to the established form, notifications are sent to all social funds, the tax service.

The final stage of registration of an OJSC is the issue of shares, its registration. Documents for this procedure must be provided no later than 30 calendar days from the moment you were allowed to open your joint-stock company as a legal entity.

- one of the most common forms of company organization, which gives it a fairly wide freedom of activity, but, of course, imposes its obligations.

Why and when you need to open an JSC

The opening of a joint-stock company indicates that your company is large and serious, the company has an impressive charter and ample opportunities to work with a complex taxation system. Simply put, it's solid. In addition, this form of ownership allows you to name the company as you please, in contrast to the same individual entrepreneurship (IP). To understand whether it is worth opening an OJSC, you need to analyze the specifics of the company's activities and plans. If a company is focused on attracting large investments, continuous development and expansion, as well as entering the international market, then a public status of the company is indispensable, otherwise the placement of shares on the stock exchange will become impossible. A joint stock company implies joint control of the company, so this form of registration is almost inevitable if the business is owned not only by you, but also by several other co-founders. Of course, there is also a closed joint-stock company, but in order to receive large investments, as mentioned above, it is precisely an open joint-stock company that is needed. Joint-stock companies, among other things, are not limited in their existence by the period of life of the founder, as, for example, companies based on individual ownership. It is important to understand that changing the organizational and legal form of an enterprise means, in fact, its complete re-registration. Therefore, if your business starts with an LLC, then it will not be possible to simply and easily turn the company into an OJSC.

How to open an OJSC in Russia

It should be noted that the registration of an OJSC is more complicated and more expensive than the registration of many other forms of ownership of an enterprise. Various state duties, notary services, address registration and other services cost approximately 25 thousand rubles, and the registration of shares is already separate process, which costs around forty thousand rubles. At the same time, the authorized capital of the company must be at least one hundred thousand rubles. And remember that the JSC is required to provide an annual report on its financial position. What steps need to be taken to open an OJSC in Russia? First of all, of course, the name and legal address are chosen. The last point is especially important for an open joint-stock company, because it is very important for investors to know where they are going. Also, before registration, the charter of the enterprise and the list of shareholders must be prepared. Only then, having collected all Required documents, you can start the procedure of registration, making a seal, opening a bank account, and only then you can register the issue of shares. Note that from 1 September this year in Russia, the concepts directly of OJSC and CJSC have been abolished. An open joint stock company will now be called a public joint stock company.

How to open an OJSC in the USA

The process of registering a business in the United States is fundamentally different from domestic realities. Most of the company documentation is issued after the registration itself (director, articles of association, etc.), an application for which must be submitted to the secretary of the state in which you open a joint-stock company. Before registering, it is important to take care of the address of the company and the number social insurance, which is needed to open an organization account. To obtain an address, you can contact a special company that provides a legal address. in different states it can radically differ (on average it is 450-850 dollars). Usually, it is easiest for a domestic businessman to contact a registered agent who helps with the development of a block of shares, a seal and other attributes necessary for the company's activities. Another important point- without registering with the IRS (US Internal Revenue Service) it is impossible to conduct business. In the USA, the analogue of OJSC is, which are public companies. In America, this is the most prestigious form of business. An open joint stock company is the most preferred form of registration of a large business.

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