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A set of documents required for registration of a joint stock company. How to register a joint stock company. NAO registration process

A joint-stock company (JSC) is the second most popular form of commercial organization in Russia after a company with limited liability(OOO).

A joint stock company is created to achieve global economic goals in the absence of its founders the necessary Money to achieve the specified goal alone.

A joint-stock company (hereinafter - the company) is recognized commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company.

Shareholders are not liable for the obligations of the company and bear the risk of losses associated with its activities within the value of their shares. Shareholders have the right to alienate their shares without the consent of other shareholders and the company.

The procedure for establishing a JSC is regulated by Art. 9 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies".

Need to pay attention! From September 1, 2014, joint-stock companies will be public or non-public (there will no longer be a division into open and closed joint-stock companies). In this regard, a global re-registration of JSC is planned. It will be necessary to make changes to the constituent documents (adjust the name and other provisions of the charter in accordance with the new legislation). From October 1, 2014, all joint-stock companies are required to transfer the maintenance of the register of shareholders to specialized registrars (for this moment the vast majority of JSCs keep the registry on their own), which will entail additional costs and other difficulties. These changes are regulated by Federal Laws No. 142-FZ of July 2, 2013 and No. 99-FZ of May 5, 2014.

Joint-stock companies established prior to the date of entry into force of this Federal Law and meeting the characteristics of public joint-stock companies (Item 1 of Article 66.3 of the Civil Code Russian Federation(as amended by this Federal Law) are recognized as public joint-stock companies, regardless of the indication in their company name that the company is public.

Most importantly, the address will be additionally checked one month after registration, and if there is evidence of its unreliability, it is possible to cancel the decision on registration by a higher department.

Refusal to open an account.

Problems when opening a current account for a legal entity may arise if the legal entity is not located at the address declared as its actual location, or if the address is mass and it is registered a large number of legal entities. In this case, the bank has the right to demand documentary confirmation of the location of the legal entity (a lease agreement for premises, a certificate of ownership of the premises). At the moment, banks carry out field checks at the location address.

Violation of the share registration procedure.

In accordance with Article 15.17 of the Code of the Russian Federation on Administrative Offenses:

“Violation by the issuer of the order (procedure) for the issue of securities established by federal laws and other regulatory legal acts adopted in accordance with them, if this action does not contain a criminally punishable act, shall entail the imposition of an administrative fine on officials the issuer in the amount of ten thousand to thirty thousand rubles; for legal entities - from five hundred thousand to seven hundred thousand rubles.

In case when untimely submitted application for the transition to the simplified taxation system (STS), the refusal of the transition to the simplified tax system follows.

Failure to submit / untimely submission of financial statements, threatens with penalties, as well as blocking the settlement account of the organization.

To avoid possible problems, entrust your worries to the professionals of the BALIOT company, and we will do everything for you!

Joint Stock Company (JSC) is the second most popular form of commercial organization in Russia after a limited liability company (LLC).

A joint stock company is created to achieve global economic goals if its creators do not have the necessary funds to achieve this goal alone.

A joint-stock company (hereinafter referred to as the company) is a commercial organization, the authorized capital of which is divided into a certain number of shares, certifying the obligations of the company's participants (shareholders) in relation to the company.

The procedure for establishing a JSC is regulated by Art. 9 of the Federal Law of December 26, 1995 No. 208-FZ "On Joint Stock Companies".

Differences between JSC and PAO

The main difference between the two types of joint-stock companies is the way their shares are placed and traded.

Public is joint-stock company whose shares and securities are publicly placed (by open subscription) or publicly traded on the terms established by securities laws. Rules about public societies also apply to joint-stock companies, the charter and company name of which contain an indication that the company is public.

A limited liability company and a joint-stock company that does not meet the criteria indicated above are recognized as non-public.

	Public JSC	Non-public JSC
Corporate name of the joint-stock company	The name of public joint-stock companies must contain the word "public"	The company name of a non-public joint-stock company does not contain “degree of openness” (for example, just “joint-stock company”)
Authorized capital	The minimum authorized capital must be at least a thousand times the amount of the minimum wage established by federal law on the date of registration of the company (currently 100,000 rubles).	The minimum authorized capital must be at least one hundred times the amount of the minimum wage established by federal law on the date of state registration of the company (currently 10,000 rubles).
Number of shareholders	The number of JSC founders is unlimited	The number of founders of a non-public JSC is unlimited
Responsibilities for maintaining the register of shareholders	Public JSCs are required to transfer the register of shareholders to an “independent organization that has a statutory license”	For non-public joint-stock companies, there is no requirement for mandatory independence of the registrar
The adoption by the general meeting of the participants of the economic company of the decision and the composition of the participants of the company who were present at its adoption are confirmed	of a public joint stock company by a person who maintains the register of shareholders of such a company and performs the functions counting commission(Article 97, paragraph 4)	Non-public joint-stock company by notarization or certification by a person who maintains the register of shareholders of such a company and performs the functions of a counting commission
Limitation on the number of shares, their total nominal value, as well as the maximum number of votes granted to one shareholder	Clause 5 of Article 97 of the Civil Code of the Russian Federation establishes a ban on setting restrictions on the number of shares, their total nominal value and the maximum number of votes granted to one shareholder	In non-public JSCs, such restrictions may be established either by law or by the charter.
Consent to alienate shares	The charter of a public joint-stock company cannot provide for the need to obtain someone's consent to alienate shares of this company	The charter of a non-public JSC may provide for the need to obtain such consent.
Preemptive right to purchase shares	In a public joint-stock company, granting the right to pre-emptive acquisition of shares is not allowed, except in cases of an additional issue of shares, which are defined in the Federal Law "On JSC"	For shareholders of non-public joint-stock companies, such a right may be provided
Publication of statements	A public joint-stock company is obliged to disclose publicly the information provided for by law	There is no obligation to publish reports for non-public JSCs

One of the issues that arise at the stage of preparing a new business project is the choice of the legal form in which the activity will be carried out. And, if earlier there was a dilemma, which is better - an LLC or a CJSC, now, after the amendments to the Civil Code come into force on September 1, 2014, you will have to choose, first of all, between an LLC and a non-public JSC.

Advantages and disadvantages of JSC registration

The advantage of a non-public joint-stock company provided for by the updated version of the Civil Code of the Russian Federation is the absence of restrictions on the number of shareholders, while in an LLC the limit of 50 participants remained unchanged.

The most notable cons of AO:

a more complicated procedure for creating a company due to the need to register a share issue
more transaction costs: keeping the register by the registrar, certification of decisions of the general meeting by a notary or registrar.

Documents required for registration of PJSC, JSC

Registration of a JSC (public, non-public) is a complex legal procedure, especially given the frequently changing registration procedure.

Completed application form for registration of JSC with the name of the Company:
For individuals:

— scanned copies of TIN certificates (if any) of all founders and the executive body (general director).
For legal entities:
- extract from the Unified State Register of Legal Entities;
- certificate of registration of a legal entity; - certificate of tax registration;
- charter;
— scanned copies of passports of all founders and the executive body of the Company (general director);
— scanned copies of TIN certificates (if any) of all founders and the executive body (general director);
- Certificate of opening a bank account.

Download requirements for filling out an application for registration of JSC or PJSC

Registration of the issue (issue) of shares

The creation of a joint-stock company implies not only the entry of data into the Unified State Register of Legal Entities, but also the registration of an issue of shares.

The issue of securities is a set the federal law"On the Securities Market" the sequence of actions of the issuer for the placement of issue-grade securities.

Securities are issued in the following cases:

primary issue as a result of the creation of an AO or PAO
as a result of reorganization in the form of transformation, merger, separation, division
additional issue in order to increase the authorized capital of a joint-stock company
issue of debt securities (bonds)

In accordance with paragraph 3 of Article 19 of the Federal Law “On the Securities Market”, when establishing a joint-stock company, the placement of shares is carried out before the state registration of their issue (on the day of the state registration of a legal entity), and the state registration of a report on the results of the issue of shares - simultaneously with the state registration issue of shares.

Documents for registration of the first issue of shares must be submitted no later than 30 days from the date of state registration of the JSC.

Registration of shares placed upon the establishment of a joint-stock company is carried out in accordance with the Regulations on the Standards for the Issue of Securities, the Procedure for State Registration of an Issue (Additional Issue) of Equity Securities, State Registration of Reports on the Results of an Issue (Additional Issue) of Equity Securities and Registration of Securities Prospectuses » (approved by the Bank of Russia on August 11, 2014 N 428-P) (Registered in the Ministry of Justice of Russia on September 9, 2014 N 34005)

The state registration of the issue of shares is carried out by the Bank of Russia.

The procedure for issuing shares, in accordance with the above Regulations, includes a number of stages:

Adoption of a decision on the placement of securities or another decision that is the basis for the placement of securities.
Approval of the decision on the issue (additional issue) of securities.
State registration of an issue (additional issue) of securities or assignment of an identification number to an issue (additional issue) of securities.
Placement of securities.
State registration of a report on the results of an issue (additional issue) of securities or submission of a notice of the results of an issue (additional issue) of securities.

The registering body is obliged to carry out state registration of an issue (additional issue) of securities or make a reasoned decision to refuse its state registration within the following terms:

within 30 days from the date of receipt by him of the documents submitted in accordance with the above Regulations for state registration of an issue (additional issue) of securities and registration of a securities prospectus
within 20 days from the date of receipt by him of the documents submitted in accordance with the above Regulations for state registration of an issue (additional issue) of securities, not accompanied by registration of a securities prospectus
within 10 working days from the date of receipt of the documents submitted in accordance with the above Regulations for state registration of an issue (additional issue) of securities and registration of a prospectus of securities after their preliminary consideration

The registering body has the right to verify the accuracy of the information contained in the submitted documents, and if not all documents are submitted to the registering body, the period for registering the issue of shares may be extended by 30 days.

The decision to refuse state registration of an issue (additional issue) of securities is made by the registering body on the following grounds:

violation by the issuer of the requirements of the legislation of the Russian Federation on securities
inconsistency of documents and the composition of the information contained in them with the requirements of the Federal Law "On the Securities Market", these Regulations, regulatory acts of the registering authority
failure to submit all documents within 30 days at the request of the registration authority
entering into the prospectus of securities or the decision on the issue (additional issue) of securities false information or information that does not correspond to reality ( false information)

Difficulties associated with the registration of PJSC and JSC

When registering PJSC and JSC, various difficulties may arise:

Incorrectly prepared documents. All documents submitted for registration of a PJSC (JSC) must be filled out in strict accordance with the requirements of the law and contain only reliable information. Violation of this rule will result in a denial of state registration of a legal entity and, accordingly, a delay in business processes. The state duty in this case is not refundable, and in case of new submission documents will require re-payment.
Problems with the legal address. Particular attention should be paid to the choice of a legal address. Even with a real legal address and confirmation (letter of guarantee) from the owner of non-residential premises, you can receive a refusal to state registration of a legal entity, which simply indicates that the data provided on the address of the legal entity is unreliable. When buying a legal addresses may be refused if many other organizations are assigned to this address. Most importantly, the address will be additionally checked one month after registration, and if there is evidence of its unreliability, it is possible to cancel the decision on registration by a higher department.
Refusal to open an account. Problems when opening a current account for a legal entity may arise if the legal entity is not located at the address declared as its actual location, or if the address is massive and a large number of legal entities are registered to it. In this case, the bank has the right to demand documentary confirmation of the location of the legal entity (a lease agreement for premises, a certificate of ownership of the premises). At the moment, banks carry out field checks at the location address.
Violation of the share registration procedure. In accordance with Article 15.17 of the Code of Administrative Offenses of the Russian Federation: “Violation by the issuer of the procedure (procedure) for the issue of securities established by federal laws and other regulatory legal acts adopted in accordance with them, if this action does not contain a criminally punishable act, shall entail the imposition of an administrative fine on officials of the issuer in the amount of ten thousand to thirty thousand rubles; for legal entities - from five hundred thousand to seven hundred thousand rubles.
In the event that an application for the transition to the simplified taxation system (STS) is not submitted in time, the refusal of the transition to the simplified tax system follows.
Failure to submit / untimely submission of financial statements, threatens with penalties, as well as blocking the settlement account of the organization.

In accordance with the Civil Code of the Russian Federation, a legal entity is considered established from the moment of its state registration.

To the attention of the founders and participants of the LLC! From June 25, 2019, limited liability companies can operate on the basis of model statutes approved by the Ministry of Economic Development of the Russian Federation (Order No. 411 dated August 1, 2018).

To the attention of LLC founders! From May 5, 2014, the obligation to pay half of the authorized capital at the time of LLC registration was excluded. The founder pays his share in the authorized capital in contractually determined on establishment (by the decision of the sole founder) within a period, but no later than four months from the date of registration.

To the attention of the founders of JSC and LLC! Since April 7, 2015 business companies have the right, but are not required to have a seal. Information about the presence of a seal must be contained in the charter of the company.

The procedure for registering a legal entity

State registration of a legal entity is carried out at the location of the permanent executive body, in the absence of such an executive body - at the location of another body or person entitled to act on behalf of the legal entity without a power of attorney, within no more than five working days from the date of submission of documents to the registration authority in the manner prescribed

Step-by-step instruction

We form a package of documents

The list of documents for state registration of a legal entity is established in Art. 12 of the Federal Law of 08.08.2001 No. 129-FZ “On State Registration of Legal Entities and Individual Entrepreneurs”.

Determine which tax authority to submit documents to

The rules for state registration are established by Federal Law No. 129-FZ of August 8, 2001 “On State Registration of Legal Entities and Individual Entrepreneurs”.

The address of registration of a legal entity is the address where its head is located - director, general director, etc., or, in the language of the law, “permanently executive agency companies." As the address of the organization, you can use the address of the founder's own office, including the home address of the head of the company. The address of the company may also be the address of the rented premises.

You will need the following documents to register:

application for state registration of a legal entity upon creation (form No. Р11001);
decision on creation, formalized by the decision of the sole founder or the minutes of the general meeting of founders;
founding documents of a legal entity. It is submitted in two original copies in case of presentation in person or by mail and in one copy - when sent to in electronic format;
receipt of payment of state duty in the amount of 4000 rub.;
Attention! From 01/01/2019, when sending documents for state registration in the form of electronic documents, including through the MFC and a notary, it is not required to pay a state fee!
a document confirming the status of the founder, if it is a foreign legal entity.

The application form can be printed and filled out on paper, or generated electronically using special program or service.

Attention! The applicant's signature on the application must be notarized, except in cases where the applicant submits the documents in person and at the same time submits a document proving his identity, and also when the documents are sent in the form of electronic documents signed by an enhanced qualified electronic signature the applicant.

Applicants during registration may be the founder or founders of a legal entity being created, the head of a legal entity acting as the founder of a registered legal entity, another person acting on the basis of the authority provided for by federal law, an act of a specially authorized person to do so. government agency or act of the local government.

A receipt for payment of the state duty may not be submitted. In this case, the registration authority will independently request information on the payment of the state duty from the authorities of the Treasury of Russia.

Attention! It is important that the registration address can actually contact the company.

The registration authority has the right to refuse registration. An exhaustive list of reasons for refusal is provided in

In 2014, there were serious changes that affected legal entities, in particular, joint-stock companies: instead of OJSC and CJSC, there are now public () and non-public joint-stock companies (JSC), and other important amendments to Civil Code related to the activities of organizations. In addition, all joint-stock companies were previously obliged to transfer the registers of shareholders to registrars, etc. However, the changes did not end there, since July 1, 2015, the procedure for creating a PJSC has changed significantly, which will be discussed in this article.

Former PJSC registration procedure

Until 09/01/2014 in the Russian Federation there were two types of joint-stock companies - an open joint-stock company (OJSC) and a closed joint-stock company (CJSC). State. registration of these Companies was carried out in accordance with Federal Law No. 129. As for registration, it was necessary to prepare a package of other documents, as well as fill out an application in the prescribed form and submit to the Federal Tax Service. In addition, the creation of joint-stock companies provides for its own characteristics due to the fact that, unlike LLC, joint-stock companies consist of shares, initial registration which is produced after the state. registration.

At the same time, it was initially possible to create both open and closed societies. After 2014, all JSCs that met the criteria of publicity, that is, placed their shares in open access, or had the word "public" in the name automatically became public joint stock companies (PJSC). And the rest of the joint-stock companies that do not meet the signs of publicity -. At the same time, LLCs are now also classified as non-public companies.

PJSC registration - a new procedure from 2015

After the changes were introduced, and joint-stock companies began to be divided into public and non-public, it seems that there were no amendments regarding the features of registration of these companies, but over time they nevertheless appeared. Yes, as of July 1, 2015. Initially, a joint-stock company can be registered as an exclusively non-public one, and only then, if necessary, acquire the status of a joint-stock company.

Federal Law No. 210 of June 29, 2015 was adopted, which already introduced changes to Federal Law No. 208 on joint-stock companies. According to the amendments and new article 7.1 in the JSC Federal Law, a non-public JSC can acquire the status of a public JSC only after:

introduce into the Charter indications of publicity;
the name will indicate publicity, if the prospectus of the Company's shares is registered and an agreement has been concluded with the trade organizer on the listing of shares.

Changes come into force after their state. registration and entering new information about the JSC in the Unified State Register of Legal Entities, only then the Company can receive the status of PJSC.

How to create a joint-stock company and obtain the status of a joint-stock company

As we noted earlier, now businessmen can first create only a non-public JSC and only then acquire the status of a public JSC, therefore:

Stage I of the creation of the future PJSC - state. AO registration.

Held this procedure, as before, in accordance with Federal Law No. 129: Decision on the establishment of a joint-stock company, Agreement on the establishment, Charter, document on payment of state. fees, documents confirming the location of the legal entity. persons (lease agreement, sale and purchase agreement, etc.), as well as an application in the prescribed form, are sent to reg. organ. If the specialists do not have a question, then the state procedure. registration takes 3 business days (otherwise, the procedure may take up to 1 month). Upon completion, information about the new legal entity is entered. person in the Unified State Register of Legal Entities and documents are issued: certificate of registration, Charter, etc. In addition, it is necessary to register new company in the tax office, open a r / account, receive notifications from funds, a letter with codes from the State Statistics Committee, etc.

Please note that the AO that wants to obtain the status of PJSC already in advance:

it is necessary to select and conclude an agreement (preliminary) with the registrar for maintaining the register of shareholders;
it is desirable for the management company to make at least 100 thousand rubles. (the minimum size of the UK for PJSC);
specify the required number of shares in the Articles of Association;
form and prescribe the powers of the Board of Directors (BoD) in the Charter, etc.

Stage II - transfer of the register of shareholders to the registrar.

Stage III - state. registration of the initial issue of shares and the report on the results.

Stage IV - full payment of the Company's Criminal Code.

In this case, if after the full payment of the MC, the number of shares for public offering is sufficient, then it is possible to proceed with the registration of the Prospectus and conclude the Listing Agreement (preliminary). If the number of shares is insufficient, then you can spend additional. release through an open (or even possibly closed) subscription.

Stage V - adoption of the Decision on the change of JSC in PJSC.

This stage includes the General Assembly shareholders (OSA) and the adoption of the Decision that the JSC has acquired characteristics and can become a PJSC, changing its name accordingly.

VI - registration of changes in the Charter in the Federal Tax Service Inspectorate and amendments to the Unified State Register of Legal Entities.

Stage VII - notification of the Central Bank of the Russian Federation about new information about the issuer.

Termination of PJSC status

In addition to the changes already mentioned, another article 7.2 was also added to the Federal Law on JSCs (introduced by Federal Law No. 210), which introduces new provisions regarding the termination of the status of a PJSC, when and under what conditions this is possible. That is, since the status of PJSC needs to be obtained, then it is also possible to lose it.

Thus, a joint-stock company may lose its status as a PJSC if:

Society from the Charter (hence the name) will remove the indication of publicity.

Changes to the Charter and the name come into force after their state. registration and entering new information about the Company in the Unified State Register of Legal Entities. After that, the JSC ceases to be public.

At the same time, termination of the PJSC status is possible if the following conditions are met:

the shares of the company cease to be publicly placed by open subscription and are not allowed to be traded;
The Central Bank of the Russian Federation exempted the Company from the mandatory disclosure of information, which is provided for by the Federal Law on Securities.

SUMMARY:

As you can see, the changes regarding the registration of a PJSC, which were made in mid-2015, are really significant, since such a procedure as obtaining the status of a legal entity was not previously envisaged. faces. Despite the fact that earlier the creation of an open joint-stock company was multi-stage and not as simple as even a CJSC and even more so an LLC, at present the procedure has become much more complicated. Thus, if you are planning to create a public joint-stock company, then you will most likely need the help of a competent lawyer or a specialist in state affairs. company registration. Be careful and stay tuned with us for changes in legislation.

The legal agency CB "Egida" provides services for the state registration of a joint-stock company (joint stock company) - we help to draw up the entire package of documents for opening a joint-stock company (CJSC) since 1998. We work with customers from Moscow and Moscow Region, other regions of the Russian Federation, foreign citizens and legal entities. Registration of the issue of shares is included in the cost of the service.

Our advantages

Special offer:

We will open a current account in any partner bank free of charge, provided that the General Director is not a "mass" and does not have a dubious history.

Partner banks: SBERBANK, Alfa-Bank, Promsvyazbank, VTB Bank, Tinkoff Bank

Registration of JSC (joint stock company) - cost

The cost of our services for the registration of JSC (joint stock company)
(registration of the issue of shares is included in the price)

	JSC Registration Service	Price
1	One Founder, UK Money	25 000 rubles	Order
2	One Founder, UK property	30 000 rubles	Order
3	Several Founders, UK money, Board of Directors will be formed	35 000 rubles	Order
4	Several founders, UK money There will be no board of directors	from 46 000 rubles	Order

For this money, we will prepare documents, submit and receive them from the tax office, make a seal, open a bank account, register with the Pension Fund and the Social Insurance Fund, transfer the register to an independent registrar and register the issue of shares. In fact, this is the cost of a turnkey service.

Difficulty surcharge

JSC registration deadlines

In reality, it takes about 2 months to register a joint-stock company. However, after the registration of JSC in tax office and opening a settlement account, you will be able to fully carry out activities, we will only have to technically complete the remaining documents.

Overhead costs for JSC registration

Overhead costs for JSC registration	Price
State duty for state registration	4 000 rubles
Notary fees to certify the application and power of attorney in the IFTS	from 2 960 rubles
State duty for registration of the issue of shares in the Central Bank	35 000 rubles
Notary fees for making copies for the Registrar	≈ 800 rubles
Expenses for the transfer of the register to the Registrar	from 400 to 2,000 rubles (according to the Registrar's tariffs)
Expenses for a Notary or Registrar during the Meeting of Shareholders to approve the issue of shares (occur if there are several shareholders in the JSC, but the Board of Directors is not formed)	from 10 000 rubles (according to the tariffs of the Registrar or Notary)

The cost of the JSC Registration service includes:

Oral consultation
Preparation of documents for registration of JSC
Support from our Notary
Submission of documents to the IFTS for registration
Obtaining registered documents from the IFTS
Making a seal
Obtaining documents in PF and FSS
Opening a bank account in a partner bank
Transfer of the register to an independent Registrar (Reestr JSC, NRK-R.O.S.T JSC, VTB Registrar JSC)
Registration of the issue of shares in the Central Bank

Operating procedure:

Consultation
We conclude a contract for services
Provide us with information for JSC Registration
We prepare a complete set of documents
Sign documents with us, including at the notary
We submit documents for registration in the IFTS
We receive registered documents in the IFTS
Making a print
We receive documents from PF and FSS
Opening a bank account in a partner bank
We transfer the register to the Registrar (Reestr JSC, NRK-R.O.S.T. JSC, VTB Registrar JSC)
We register the issue (issue) of shares in the Central Bank

Additional services for JSC Registration:

Additional services for JSC registration	Price
URGENT REGISTRATION:
Preparing documents on the same day (If you apply after 14-00 of the current day, the service is transferred to the next day)	10 000 rubles
Preparation of documents, certification by a notary and submission of documents for registration of a joint-stock company on the day of application. (If you apply after 12-00 of the current day, the service is transferred to the next day)	15 000 rubles
OPENING OF ACCOUNTS:
Opening a settlement account in SBERBANK	IS FREE
Opening a settlement account in Alfa-Bank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	IS FREE
Opening a settlement account in Promsvyazbank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	IS FREE
Account opening in Tinkoff Bank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	IS FREE
Account opening in VTB Bank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	IS FREE
WORKING WITH REGISTRARS:
Transfer of the register of shareholders to JSC "Reestr"	IS FREE
Transfer of the register of shareholders to JSC VTB Registrar	IS FREE
Transfer of the register of shareholders to NRK - R.O.S.T JSC	IS FREE
Transfer of the register of shareholders to other Registrars	from 8 000 rubles
ADDITIONALLY:
Provision of the Legal address and postal services at the Legal address	from 33 000 rubles
Manufacturing additional stamps or security seals	from 1,000 rubles
Obtaining an extract from the Unified State Register of Legal Entities (with the stamp of the Federal Tax Service)	2 000 rubles
Courier services (we will pick up or deliver documents)	from 500 rubles

Documents and information we need to work

Contact numbers and Email(us to contact you)
Name (full, abbreviated and, if necessary, foreign)
Types of activities (in your own words or wording for the Charter and / or OKVED codes)
Taxation system (simple, STS 6%, STS 15%)
Information about the Registrar (name, PSRN, TIN)
Authorized capital in rubles, the number of shares into which it is divided, distribution in % between the Founders
Legal address (the address will require supporting documents, a letter of guarantee from the owner and an extract from the USRN or a certificate of ownership)
Information about the General Director (passport copy, personal TIN, phone, E-mail)
Information about the Accountant (full name)
Information about the members of the Council (only full name and which of them will be the Chairman) *
Information about the members of the Audit Commission (only full name and which of them will be the Chairman) *
Founder Information:
1. Citizens of the Russian Federation- copy of passport, personal TIN, phone, E-mail
2. Foreign citizens- notarized translation of the passport, place of residence, telephone, E-mail
3. Russian legal entities- card with details, phone, E-mail
4. Foreign legal entities- a card with details in Russian and a foreign language, notarized translation of apostilled constituent documents, power of attorney for a representative in the Russian Federation, phone, E-mail

* The Board of Directors and the Audit Commission may not be elected

Documents registered by JSC, which you will receive in your hands:

Protocol or Decision establishing JSC
Agreement on the establishment of a JSC (if there are several Founders)
List of entries in the Unified State Register of Legal Entities
Extract from the Unified State Register of Legal Entities
Certificate of tax registration (TIN)
Charter
Seal
Orders for Director General and Chief Accountant
Notification from statistics
Notification from the FIU
Notice from the FSS
Application for the transition to the simplified tax system with the IFTS mark (if you have chosen the simplified tax system)
Bank agreement
Agreement with the Registrar
Minutes or decision of the Shareholder on approval of the Decision on the issue of shares
Notice of state registration of the issue of securities
Decision to issue shares
Report on the results of the issue of securities

Useful information

Questions and answers

Question: What legislation regulates the activities of JSC?

Answer:

Civil Code of the Russian Federation, articles 96-104
Federal Law "On Joint Stock Companies" dated December 26, 1995 N 208-FZ
Federal Law "On the Securities Market" dated April 22, 1996 N 39-FZ
Regulations on Securities Issue Standards, Procedure for State Registration of an Issue (Additional Issue) of Equity Securities, State Registration of Reports on the Results of an Issue (Additional Issue) of Equity Securities and Registration of Prospectuses of Securities" (approved by the Bank of Russia on August 11, 2014 N 428-P ) (Registered in the Ministry of Justice of Russia on 09.09.2014 N 34005)

Question: How many shareholders can there be in a JSC?

Answer:

The current legislation lifted restrictions on the number of shareholders in a Joint Stock Company. An ordinary (non-public) joint-stock company can now have shareholders in the amount from one to infinity.

Question: When do I need to submit documents for registering shares with the Central Bank?

Answer:

Within 30 calendar days from the date of state registration of the JSC, you need to submit documents to the Central Bank for registration of shares. It is very important to have time to submit documents within these deadlines, for their violation administrative liability of the JSC (a fine of up to 700,000 rubles) and its Director is provided. If, for some reason, the set of documents is not fully assembled, we recommend that you submit what you have, and then bring the rest, the deadlines will not be violated.

Question: When should the authorized capital be paid?

Answer:

The company's shares distributed upon its establishment must be fully paid up within a year from the date of state registration of the company, unless a shorter period is provided for by the company's founding agreement. At least 50 percent of the company's shares distributed during its establishment must be paid within three months from the date of state registration of the company.

Question: How long does it take to conclude an agreement with the Registrar?

Answer:

Within 30 calendar days from the date of state registration of JSC. It is very important to have time to conclude an agreement within this period, since the administrative responsibility of the JSC and its Director is provided for its violation.

Answer:

The board of directors allows you to quickly make a decision. For example, you need to change the director or address in the JSC, the meeting of shareholders needs to be held according to the procedure and held at the Registrar or Notary, it will take about a month, and the Board of Directors can meet “instantly” and immediately make a decision. If there is a single shareholder in the JSC, the meeting is not necessary, he can make a decision “instantly”.

Question: Are shareholders visible in the Unified State Register of Legal Entities?

Answer:

If a shareholder established a JSC, then information about him will be visible in the Unified State Register of Legal Entities, if the shareholder bought shares, but he will not be visible in the Unified State Register of Legal Entities. Quote from an extract from the Unified State Register of Legal Entities: In accordance with the legislation of the Russian Federation on state registration of legal entities in the Unified state register legal entities contains information about the founders of the joint-stock company, and not about its shareholders. Information about the shareholders of the company is reflected in the register of shareholders, the holder of which is the registrar.

Question: What are declared shares?

Answer:

JSC has placed and declared shares. Placed shares are shares already acquired by someone. Declared shares are those shares that can be placed and at their expense increase the authorized capital.

Question: Can a joint-stock company be on the simplified tax system?

Answer:

Yes, JSC can use any tax regime

Question: What is the fundamental difference between JSC and LLC?

Answer:

If we compare the laws on LLCs and on JSCs, the law on JSCs is several times thicker, all procedures are spelled out in it in more detail and more clearly.
Unlike an LLC, a joint-stock company does not provide for a shareholder to leave the company, he can only sell or donate his shares. In an LLC, a member of the company can at any time write an application for withdrawal from the company, and he must be paid the actual value of his share, so the withdrawing member may bring down the activities of the company.
ERUL does not contain information about the shareholders of JSC, information about the owners of shares is not visible in open sources

Question: What should be done in a joint-stock company besides the usual reporting?

Answer:

The joint-stock company provides for a mandatory annual audit, for failure to conduct an audit, administrative liability is provided for the joint-stock company and its director.

Advantages of doing business in the form of JSC

Since 2014, JSCs include all Joint Stock Companies that do not have signs of publicity: they do not place shares by open subscription, and do not indicate the abbreviation PJSC in their name. By legal status non-public joint-stock companies are close to LLCs, which determines their attractiveness for doing business.

When choosing to register a legal entity as a JSC, the founders count on the following advantages:

the withdrawal of the Shareholder from the company occurs by selling shares and does not entail the allocation of a property share or the payment of money to the Company itself.
the list of shareholders maintained by the registrar is kept secret (data from the Unified State Register of Legal Entities with a list of LLC participants are in the public domain);
speed of change of owners - the sale of shares can be executed in a few hours.

JSC registration stages

Deciding on the establishment of JSC, approval of the Charter.
Registration of JSC in the Federal Tax Service and registration in off-budget funds.
Opening a bank account, payment authorized capital, conclusion of an agreement with the registrar (registry holder).
Deciding to approve the issue (issue) of shares.
Registration of the issue (issue) of shares with the Central Bank of the Russian Federation.

Registration of JSC in the tax office is carried out according to the same rules as for other legal entities. Wherein Special attention devoted to the development of the Charter. It may include provisions on the management of the Company, on priority right repurchase of shares. The charter is carefully checked by the Central Bank of the Russian Federation for compliance with the law, and its development requires the participation of experienced lawyers.

Registration of share issue (issue)

Within a month after the registration of the joint-stock company and receipt of documents from the tax office, it is necessary to start registering the issue of shares. This is a complex procedure, the procedure for which is regulated by the laws on joint-stock companies and on the securities market. It includes the following steps.

Approval of the Decision on the issue of shares (securities).
Approval of the Report on the results of the issue of securities.
State registration of the issue of shares in central bank RF.
Receipt of a Notification on the state registration of the issue and a report on the results of the issue of securities.

Violation of the terms of the issue (late filing for registration) entails administrative liability: a fine of up to 30 thousand rubles for the head and up to 700 thousand rubles for the joint-stock company.

The placement of shares during the registration of a JSC is carried out in two ways:

Acquisition of shares by the sole founder of a joint-stock company.
Distribution of shares among the founders of the joint-stock company.

JSC registration service on a turnkey basis

Our company ensures the creation of a joint-stock company from scratch to the completion of the procedure. The fact that we specialize in joint-stock companies and 20 years of experience serve as a guarantee of providing the service in the highest quality and in the shortest possible time. Full registration of JSC, the cost of which is from 20,900 rubles, includes:

free consultation - consideration of the most beneficial option for the client, taking into account his needs;
development of constituent documents, preparation of an application, certification by a notary and transfer to the Federal Tax Service;
receipt of registered documents, record sheet, Charter, etc., provision of a ready-made package of documents to the client;
registration of the issue (issue) of shares in accordance with the current legislation.

Properly conducted registration of a joint-stock company, the price of which is affordable for most entrepreneurs, saves time and minimizes the risk of being refused by the tax authorities. If necessary, we offer express processing with the submission of documents on the same day.

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