Pao documents. JSC constituent documents - full list

Registration of a PJSC (public joint stock company) makes sense, provided that the company requires third-party investments to develop and expand its sphere of influence. In this case, its authorized capital is converted into shares, and the number of their holders can be unlimited.

Registration of public joint stock companies: advantages

  • it is a convenient way to attract investments,
  • if necessary, shares can serve as collateral,
  • shares allow their holders to participate in the division of PJSC property in the event of its liquidation,
  • if a company is successful in its commercial activities, the market price of its shares can be much higher than its nominal value.

And these are just the main advantages of this form of doing big business.

PJSC registration: the cost of the procedure

"Workshop of Business" offers you three packages of services.

  1. "Base":
    • execution of an application for registration (without notarization) and constituent documents of PJSC,
    • preparation of an application for the application of a simplified taxation system.

    The cost of the package is 10,000 rubles. Additional services paid separately.

  2. "Basic +":
    • preparation of documents,
    • assistance in choosing OKVED codes,
    • accompaniment to a notary (the procedure for certifying documents requires your presence) and to the tax office (as an alternative, it is possible for our employees to submit documents by notarized power of attorney),
    • payment of state duty,
    • obtaining documents from government agencies,
    • printing production,
    • preparation of documents that are necessary for opening a bank current account.

    The cost of the package is 20,000 rubles.

  3. "All inclusive":

    Services have been added to the "Basic +" package, thanks to which the initial registration PJSC shares will not take your nerves and time. Our employees will prepare all the documents required for the issuance of securities and pay the state duty.

    The cost of the package is 60,000 rubles.

order service

Required documents for PJSC registration:

For individual founders:

  • the full name of the public joint stock company and its abbreviation,
  • copies of shareholders' passports and CEO,
  • size reference authorized capital and distribution of its shares among the participants of PJSC,
  • OKVED codes.

For founders-legal entities:

The above documents must be accompanied by

  • a copy of an extract from the Unified State Register of Legal Entities, TIN, KPP, certificate of PSRN, passport of the general director of the new PJSC,
  • a letter of guarantee to provide the organization with a legal address (if the client has this document).

You must also provide a phone number for tax office.

Possible reasons for denial state registration:

  • submission to the registration authority of an incomplete set of documents,
  • submission of documents to the wrong registration authority.

PJSC registration procedure

First you need to hold a constituent assembly, the result of which will be a protocol. This document prescribes the choice of the form of ownership, the territory of its registration, the size of the authorized capital, the value and number of shares, etc. All these provisions will be further reflected in the Agreement and the Charter - the main constituent document of PJSC. It also prescribes the conditions for the issue of shares, the rights of shareholders, the procedure for the functioning and competence of the governing bodies, information about the branches of the company, etc.

After the charter and constituent documents of the company are ready, its head writes an application for registration of a PJSC, certifies it with a notary and pays the fee. It will also be necessary to select OKVED codes and submit an application to the tax office for the application of a simplified taxation system.

After the PJSC is registered and you receive a letter of registration in the Statistical Register of Rosstat, you can order the production of a seal and open a bank account.

Registration of the company, namely the registration of a public joint-stock company in the Russian Federation, ends with the initial issue of shares. This is preceded by the collection of documents necessary to start the issue: issuer questionnaires, applications for state registration of the issue of shares and other official papers. Their list will be given to you by the specialists of our company.

There are many organizational and legal forms for doing business. One of these is public joint-stock company. Consider the process of its creation and registration in more detail.

What it is

Since September 1, 2019, amendments have been made to the Russian Federation. They identified some changes related to organizational and legal forms.

The changes affected the forms of ownership of OJSC, CJSC and PJSC. With the introduction of changes, the organizational and legal forms of OJSC and CJSC were canceled. Instead, public and non-public organizations have now appeared.

In fact, PJSC is no different from OJSC - only by one name. Thus, all the same concepts and definitions that can be said about OJSC are applicable to a public joint-stock company.

With the introduction of amendments at the legislative level, the definition was fixed new form property.

So, a public joint-stock company is a form of ownership of an organization, the main feature of which is the formation of authorized capital through the issuance of shares.

At the head of the company, like the JSC, is general meeting shareholders. Every year, a PJSC should hold a general meeting of shareholders to resolve the issues and tasks.

PJSC shares are publicly placed on the securities market and freely traded there. Shareholders may alienate their shares to other persons interested in controlling the organization.

Step-by-step instruction

The procedure for registering public joint stock companies is regulated by the “On State Registration of Legal Entities and Individual Entrepreneurs”. Consider the registration procedure in tax authority in details.

Stage 1. Preparation for the creation of a society

First, the founders need to decide on the name of the organization. The name can be anything, the main thing is that it does not contradict existing laws and regulations.

The name can be full or abbreviated. An example of a full name is PJSC NeftPromSbyt. The abbreviated name is PJSC NPS.

The name of a public joint stock company must not contain obscene expressions, offensive slogans and other statements, the use of which is contrary to the current legislation.

After the founders have decided on the name of the company, it should be decided at what address to register the PJSC.

It is necessary to register PAO:

  • at the place of the head office of the company;
  • at the location of the head, director or other authorized person;
  • at the address of the leased premises in which the main activity is carried out;
  • at the home address of one of the founders.

It is necessary that at the registered address it is possible to exchange correspondence with counterparties of a public joint-stock company.

Stage 2. Territorial tax authority is determined for submission of documentation

In accordance with 129-FZ, state registration of public joint-stock companies is carried out at the address of the organization's executive body.

You can use the online service to find out which tax office you should submit documentation for registering a PJSC.

Stage 3. Preparation of a package of documentation for the tax

After determining the address of the tax authority responsible for registering a PJSC, it is necessary to generate the documents necessary for the procedure.

The list of documentation is established at the legislative level and is regulated federal law No. 129. A detailed list of documents is presented in the next subsection.

Stage 4. Transfer of the collected documents to the territorial tax authority

After filling out the application for state registration and preparing the accompanying documentation, you should send the papers to the FTS inspection.

There are several ways to submit documents:

  • personally visit the branch with all the collected documents;
  • apply to the multifunctional center for the provision of state and municipal services;
  • send papers by mail;
  • use the option of sending via the Internet.

If the PJSC founders decide to submit the documents in person, notarization is not required. In other cases, it will be necessary to contact a notary office.

After receiving the documentation, the tax authorities will send the applicant a receipt of receipt.

Stage 5. Obtaining finished documentation on registration of PJSC

After the transfer of documents, a period of 5 working days begins to be calculated, after which the tax office will issue a package to the applicant finished documentation on registration of a public joint stock company.

The applicant may be denied registration if the information provided contains false or incorrect information.

PJSC representatives can pick up ready-made documents by personally visiting the branch of the Federal Tax Service or by instructing this procedure trustee. A detailed list of documents received after registration, we will consider below.

What documents are needed

For the procedure of state registration of a public joint stock company, a certain package of documentation is required to be submitted to the tax office:

  • application in the form;
  • the decision to establish a PJSC;
  • constituent documents of the company;
  • receipt of payment of the state fee in the amount of 4000 rubles.

The application can be downloaded, printed and filled out by hand with a black ink ballpoint pen. The decision to establish a PJSC is drawn up in accordance with the protocol of the general shareholder meetings.

The founding document of PJSC is the Charter. It must be provided in two copies if the transfer of documentation is carried out by mail or by personal visit. When submitting documents electronically, the Charter should be sent in one copy.

You can generate a ready-made receipt for the payment of the state fee using the online service.

This method is very convenient - you do not need to fill in the details yourself, you just need to enter the necessary data, print the finished document and pay at the nearest financial and credit institution.

What documents are handed out after registration

After filing documents for registration, the tax authority begins to verify the information provided.

If the submitted information is correct, within 5 working days, applicants can receive the following package of documents:

  • certificate of state registration of a public joint stock company;

  • a copy of the constituent document marked by the inspection of the Federal Tax Service;
  • record sheet of the Unified State Register of Legal Entities.

Stock

At the final stage of registration of a public joint stock company, the registration of shares should be carried out. Documents for the procedure must be submitted to the FFMS no later than 30 days after the state registration of the enterprise in the tax office.

To register with the FFMS, you need to provide the following package of documents:

  • statement;
  • issuer questionnaire;

  • PJSC registration certificate;
  • founding documentation;
  • agreement on the establishment of PJSC;
  • release decision;

  • results report;

  • minutes of the meeting at which the decision on the release was made;
  • statistical codes;
  • order on the appointment of the head and chief accountant.

When drawing up a decision and a report on the results of an issue, the following nuances should be taken into account:

  1. The release decision is being signed by the Council PAO directors. If the company has less than 50 shareholders in its composition, or the Board has not been elected, the decision on the issue may be made by the meeting of shareholders. At the same time, it is necessary that the constituent documents of the PJSC include a provision on the possibility of performing functions by the general meeting instead of the Board of Directors.
  2. The report is approved by the executive body of the PJSC or another body, if this nuance is specified in the Charter.
  3. The decision must be prepared in accordance with the main provisions of the agreement on the establishment of PJSC.
  4. The date of placement of shares must correspond to the date of registration of PJSC.
  5. The decision must be properly drawn up, filed and signed. Approval is carried out by a person representing the executive body of PJSC.
  6. The decision must bear the official seal of the PJSC.
  7. The report must be correctly executed, filed and signed by the person performing the functions of the executive body. It must be stamped by the issuer and all pages numbered.

Federal Service for financial markets is obliged to carry out state registration of the issue of shares within 20 days or provide a decision on refusal in writing.

PJSC is obliged to register the issue of shares in the prescribed manner. Otherwise officials organizations will be involved in administrative responsibility according to the Code of Administrative Offenses of the Russian Federation.

Price

The total cost of registering a PJSC consists of the following factors:

  • state duty in the amount of 4000 rubles;
  • costs associated with the preparation of documents;
  • when applying to companies professionally engaged in the registration of legal entities, the cost increases by the price of the services of such firms.

Thus, several options are possible:

  1. Shareholders decide to independently carry out the registration procedure with the tax office. The total cost will consist of a state fee of 4,000 rubles and the amount of funds spent on the collection, preparation and execution of documentation.
  2. Founders apply to special companies involved in the registration of PJSC at a professional level. The price of the relevant services is added to the state fee.

The average prices for registering a PJSC practically do not differ from those for an OJSC:

  • service for the preparation of documentation for submission to the tax authority - about 9,000 rubles;
  • full service legal support procedures (preparation of documents, submission to the tax office, obtaining ready-made documentation and solving problems that arise) - approximately 13,000 rubles;
  • registration of the issue of shares - approximately 19,000 rubles;
  • finally, the purchase of a ready-made public joint-stock company will cost no less than 150,000 rubles.

Companies that offer this service:

Public joint stock companies have replaced open joint stock companies. With the adoption of new amendments to Civil Code all enterprises and organizations with the form of ownership of an open joint stock company must eventually make changes to the constituent documents, officially becoming a public joint stock company.

The PJSC registration procedure requires careful attention to detail - if the information is incorrect, the tax authority has the right to refuse the applicant, and then the procedure will have to be started from the very beginning.

Video: Registration of a Public Joint Stock Company (PJSC)

Legal entities in Russia operate in different organizational and legal forms, which ensures their legalization economic activity in the legal field. JSC is a legal entity, a certain form of business in which the authorized capital of the company is divided into shares. These are securities that are issued by an enterprise or organization.

The shares reflect the rights of their holder, including the procedure for obtaining profit in the form of dividends, company management, rights to the property of a legal entity.

General information

The work of a legal entity in Russia is regulated by No. 208-FZ, in addition to the Civil Code of the Russian Federation. Any company operates on the basis of constituent documents. They are created, registered with the tax authority. The law imposes requirements on each document: they relate to design, content, notarization.

The documents of the organization should be treated with care, since the absence of one of them from the company makes it impossible conclusion of transactions, signing of agreements with partners, registration in off-budget funds, etc. Without these documents, the company does not legally exist. Therefore, the tax authority imposes strict requirements on the correctness of their execution, refusing to, if errors and blots are found in the charter and statement.

By general rule, established in Article 52, clause 2 of the Civil Code of the Russian Federation, the following indicators should be determined in the constituent documents:

  • Name;
  • location;
  • work management procedures.

In addition, the constituent documents should reflect information relating to the subject, goals of the activity. This provision may be either mandatory or optional.

OJSC

Constituent document of a joint stock company open type, characterized by an unlimited number of participants in it, is the charter. Art. 11 of the Civil Code of the Russian Federation, No. 208-FZ.

The charter must contain information characterizing the activities of the company as a whole. Thus, when registering a legal entity with a tax authority, the founders reflected in the charter:

  • (full, abbreviated);
  • location;
  • OA type (open or closed);
  • the number of shares, their nominal value, categories, types of preferred shares;
  • the powers of shareholders to manage the company;
  • the structure of the company's management bodies;
  • the procedure for holding a general meeting of shareholders, a list of issues resolved by shareholders unanimously or by a qualified number of votes;
  • information on the amount of the authorized capital;
  • information about separate divisions;
  • information on the amount of dividends;
  • information about the conversion order of the privileged type.

The founders of the company draw up an agreement between themselves in writing. The document defines the mechanism for creating a company, the size of the authorized capital, types, categories of shares, the amount of their payment, the powers of the founders to manage the company.

An agreement on the establishment of a company cannot be a constituent document: it loses its legal force from the date of registration of the company as a legal entity. This is established by Article 9 No. 208-FZ.

PAO

Since 2014, joint-stock companies in Russia have been divided into two types are public and non-public. The main difference between companies from each other is in the order of placement of shares and securities. Public companies place them by open subscription, securities are circulated on the terms established by special laws governing their issue.

In addition, the main features of PAO are:

  1. Unlimited number of society members. This PJSC differs from a closed JSC.
  2. Issue of shares on the stock market without restrictions, publicly.
  3. by issuing shares. The amount of the authorized capital in the minimum indicator is 100,000 rubles. The need for Money in the authorized capital of the company before its registration is absent. The company is responsible for its debts with its property, since the creation of a legal entity automatically gives the founders the appropriate powers.

Company

Since 2014, it is no longer possible to create a closed joint stock company. The Civil Code of the Russian Federation removed the definitions of what can be considered a JSC of a closed or open type. Instead of these two concepts, the definition of public and non-public was introduced.

It has already been mentioned that a public JSC is a legal entity that openly places shares under Art. 66.3 of the Civil Code of the Russian Federation, and non-public - does not place shares on the stock market. LLC by default and in accordance with Art. 66.3, clause 2 of the Civil Code of the Russian Federation is not a public legal entity.

These amendments are relatively new for entrepreneurs. Not every one of them is clearly aware of the dangers of changing the organizational and legal form of ownership.

Companies operating as CJSC or JSC may change the founding document (charter) at any time. Registration of changes, however, is mandatory, but the state fee for the service provided to entrepreneurs will not be charged.

This provision is provided for by No. 99-FZ, in particular, Art. 3 . Thus, those businessmen who work under the old regime, valid until 2014, will be interested in the fact that:

  1. There is no need to change the name of the LLC.
  2. OJSC and CJSC will become JSC in any case. They will only be divided into public and non-public.
  3. OJSC operating on the stock market, placing shares on it, will become public.

You can find out how CJSC and OJSC were transformed into PJSC and NAO in this video.

AO documentation list

Charter is the main document of the AO. Its task includes the process of settling all relations conditioned by the work of society. One part of the relationship is determined by existing laws, the second - by the charter.

As a result, the content of the charter is usually divided into two parts - this is general and special. The general part includes reflection on compliance with the requirements of laws, regardless of the type of activity of the legal entity, the size of the authorized capital, shares, forms of payment. The special part of the charter includes the individual characteristics of a particular legal entity. For this reason, two or more JSCs cannot have similar charters.

After registering the company with the tax authority, a certificate. This document exists in a single copy.

The form is approved by the tax authority. It is valid for all, without exception, organizations operating in Russia. The document confirms the fact of work and existence in the legal field of the company or organization.

Unified State Register of Legal Entities is a registry containing data on all business companies working in the Russian Federation. It is formed by the tax authority. The document that contains information from this registry is called extract.

For a particular legal entity, an extract is very important, since its provision is necessary in many cases, for example, when in a credit institution. Why else do you need an extract?

  • participation in purchases;
  • participation in tenders;
  • participation in court;
  • transformation and liquidation of the company.

Extract from the Unified State Register of Legal Entities is divided into two types: regular and extended. A regular statement includes general information. Extended - information that is not subject to public disclosure. This includes information relating to the personal data of the participants in the company, their passport data, etc.

An ordinary extract can be ordered by a citizen and a legal entity. Extended is issued only by the tax authority to a certain circle of persons. In particular, this may be a person acting on the basis of representation or a competent authority having access to the data contained in the extended extract.

To obtain an extended extract, a person must pay a state fee, and then apply with a receipt to the tax authority with an application that reflects the following information:

  • name of the legal entity;
  • OGRN;
  • reason for ordering the extract.

Additional documents for JSC - Order on the appointment of the head and chief accountant and the act of assessing the property of the organization, its adoption.

Where to store documents, the legislator has not clearly established. According to the rules, the documentation is stored at the address of the executive body (sole). The legislator also does not establish any security requirements. Therefore, an organization or company determines independently the rules for storing constituent documents.

How to create a joint-stock company by several persons? Details in this video tutorial.

Do you want to open your own business and don't know what constituent documents are? Or your counterparty asks for a complete list of constituent documents of an individual entrepreneur or legal entity (LLC, JSC, etc.), but you don’t know what to provide? It is for you that the lawyers of the PravoAction firm (Cheboksary) have prepared this article free of charge to help you and clarify all the nuances of the topic of constituent documents in 2019. By the way, if you need to develop or rework constituent documents and you do not want to make mistakes, then we advise you to trust professionals and use the service "Development / processing of constituent documents of a legal entity and other related documents", they can provide the service remotely throughout Russia.

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Lists (list) of constituent documents

List of constituent documents of IP 2019

In the process of state registration individual as an individual entrepreneur (IP registration) a new entity, in contrast, for example, registration of the Company with limited liability(OOO). By registering with territorial body Federal Tax Service of Russia at the place of residence, a citizen simply receives the right to engage in entrepreneurial activity, his individual identification number (TIN) remains the same as that assigned to the individual. If a citizen did not receive a TIN certificate before, then upon state registration as an individual entrepreneur, such a citizen will be assigned a TIN and the relevant documents will be issued. So if you are required to have constituent documents of an individual entrepreneur, then they not right use this term and most likely they mean evidence that you are legally engaged in commercial activities and are tax registered.

So there is the following list of "constituent documents of IP" 2019 (all these documents can be obtained after registering an individual as an individual entrepreneur):

  1. Record sheet of the Unified State Register of Individual Entrepreneurs (form No. P60009 approved by order of the Federal Tax Service of Russia dated September 12, 2016 No. ММВ-7-14 / [email protected]).
  2. Certificate of registration with the tax authority (TIN - if it has not been issued before).

We also provide a list legally significant for IP documents:

  1. Identity card (passport).
  2. Licenses to carry out activities, if required by law (construction, private security, medicine, transportation of passengers, etc.).
  3. Notifications of registration with the MHIF and the FIU.
  4. Extract from the EGRIP.

IP registration period. State registration of an individual as an individual entrepreneur is carried out within a period of no more than three working days from the date of submission of documents to the registering authority ("On State Registration of Legal Entities and Individual Entrepreneurs").

List of constituent documents of a legal entity 2019

Depending on the type of legal form, the organization will have its own unique list of constituent documents of a legal entity. In this subsection, we will consider the lists of 2019: limited liability companies, joint-stock companies, general partnerships, unitary enterprise and constituent documents of a non-profit organization (non-profit corporate organizations and non-profit unitary organizations).

List of constituent documents of LLC

list of constituent documents of LLC(limited liability companies) 2019 includes only:

  1. Charter of a limited liability company ( and )

legally significant for LLC documents:

  1. In the case of the establishment of the Company by one person - "Decision of the sole founder on the establishment of an LLC"; by two or more persons - "Minutes of the meeting of founders on the establishment of an LLC", as well as an "Agreement on the establishment of an LLC".
  2. Extract from the Unified State Register of Legal Entities.
  3. Notifications of registration with the MHIF, PFR and FSS.
  4. Decision (Minutes) on the appointment of the sole executive body (general director, director, etc.).
  5. Order on taking office of the sole executive body.

LLC registration period. State registration of legal entities, in this case LLC, upon their creation is carried out within a period of no more than three working days from the date of submission of documents (No.

List of founding documents of JSC

According to the legislation of the Russian Federation in list of constituent documents of JSC(Joint-Stock Company) in 2019 includes only:

  1. Charter of a joint-stock company ( and )

We also list the most legally significant for AO documents:

  1. Agreement on the establishment of the Company (if the number of founding shareholders is more than 1);
  2. Decision (minutes) on the establishment of the Society;
  3. Extract from the Unified State Register of Legal Entities;
  4. Record sheet of the Unified State Register of Legal Entities in the form No. Р50007;
  5. Decision (Minutes) on the appointment of the sole executive body;
  6. Decision on the issue (additional issue) of securities, changes in the decision on the issue (additional issue) of securities, report on the results of the issue (additional issue) of securities, notification of the results of the issue (additional issue) of securities;
  7. Register of shareholders;
  8. List of affiliated persons of the Company;
  9. Lease agreement or proof of ownership non-residential premises, confirming the location of the Company at the place of registration.

JSC registration period. State registration of a joint-stock company upon their creation is carried out within a period of no more than three working days from the date of submission of documents (Federal Law of August 08, 2001 N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs").

List of founding documents of a full partnership

According to the legislation of the Russian Federation in list of founding documents of a general partnership 2019 only includes:

  1. Memorandum of association of a general partnership ( and )

We also list the most legally significant for a general partnership of documents:

  1. Protocol on the establishment of a legal entity.
  2. Record sheet of the Unified State Register of Legal Entities in the form No. Р50007.
  3. Extract from the Unified State Register of Legal Entities.
  4. Notifications of registration with the FIU and the FSS.

Partnership registration deadline. C State registration of a full partnership upon their creation is carried out within no more than three working days from the date of submission of documents (dated 08.08.2001 N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs").

List of constituent documents of a unitary enterprise

According to the legislation of the Russian Federation in list of constituent documents of unitary enterprises 2019 only includes:

  1. The charter of a unitary enterprise (and the law "On State and Municipal Unitary Enterprises") According to the current organizational and legal form of unitary enterprises, state and municipal enterprises. In cases and in accordance with the procedure provided for by the law on state and municipal unitary enterprises, a unitary state enterprise (state enterprise) may be created on the basis of state or municipal property.

We also list the most legally significant for unitary enterprises documents:

  1. The decision of the authorized state (municipal) body on the creation (in the form of a protocol, agreement or other document).
  2. The decision of the authorized state (municipal) body on the appointment of the head of the enterprise (accountable to this body).
  3. Information on the composition and value of property assigned to a unitary enterprise on the basis of the right of economic management or operational management
  4. Record sheet of the Unified State Register of Legal Entities in the form No. Р50007.
  5. Extract from the Unified State Register of Legal Entities (Unified State Register of Legal Entities).

Term of registration of a unitary enterprise. State registration of a unitary enterprise during their creation is carried out within a period of no more than three working days from the date of submission of documents (Federal Law of 08.08.2001 N 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs").

List of constituent documents of a non-profit organization (non-profit corporate organizations and non-profit unitary organizations)

According to the legislation of the Russian Federation in list of constituent documents of non-profit organizations (NPOs) 2019 only includes:

  1. Charter of a non-profit organization ().

We also list the most legally significant for non-profit organizations documents:

  1. Decision on the establishment of a non-profit organization and on the approval of its constituent documents, indicating the composition of the elected (appointed) bodies;
  2. Information about the founders;
  3. Certificate of registration of the NPO;
  4. If the founder is a foreign person - an extract from the register of foreign legal entities of the relevant country of origin or another document of equal legal force confirming the legal status of the founder - a foreign person

NGO registration deadline. If there are no reasons for refusing to register an NPO, then the Ministry of Justice or its territorial branch makes the final decision no later than 14 working days from the date of receipt of the package of documents. Then the information and documents are sent to the Federal tax service(FTS) for inclusion in the Unified State Register legal entities (USRLE). Based on the data received, information about the new NPO is entered into the register within 5 working days, and no later than the next working day, the Federal Tax Service informs the Ministry of Justice about it, which in turn issues the applicant a certificate of state registration of his non-profit organization no later than three working days (FZ dated 01/12/1996 N 7-FZ "On non-profit organizations" and clause 22 administrative regulations provided by the Ministry of Justice Russian Federation public service decision on state registration of non-profit organizations).

Types of organizational and legal forms (OPF) of non-profit organizations (NCOs). Currently non-profit organizations, can be created in the following organizational and legal forms:

  • consumer cooperatives, which include, among other things, housing, housing construction and garage cooperatives, horticultural, horticultural and dacha consumer cooperatives, mutual insurance companies, credit cooperatives, rental funds, agricultural consumer cooperatives;
  • public organizations, which include, among others, political parties and trade unions established as legal entities ( trade union organizations), bodies of public initiative, territorial public self-governments;
  • social movements;
  • associations (unions), which include non-profit partnerships, self-regulatory organizations, associations of employers, associations of trade unions, cooperatives and public organizations, chambers of commerce and industry;
  • associations of property owners, which include, among other things, associations of homeowners;
  • Cossack societies entered in the state register of Cossack societies in the Russian Federation; communities of indigenous peoples of the Russian Federation;
  • funds, which include public and charitable foundations; institutions that include government agencies(including state academies of sciences), municipal institutions and private (including public) institutions;
  • autonomous non-profit organizations; religious organizations; public law companies; bar associations;
  • bar associations (which are legal entities);
  • state corporations;
  • notary chambers.

Now that's it! Now you know what list of constituent documents legal entities and individual entrepreneurs have in 2019, as well as the statutory registration deadlines. We sincerely hope that this article has helped you understand this topic without resorting to paid lawyers! If something is not clear, or you want to create or amend the constituent documents in Cheboksary, then use the service of legal advice in Cheboksary or Development / processing of constituent documents of a legal entity. faces. Many thanks for your attention and success in business!

Any organization carries out its economic activities on the basis of constituent documents. As has been repeatedly said in this work, the constituent document of a joint-stock company is the charter. From the moment of state registration, the requirements of the company's charter become mandatory for all bodies of the company and its founders.

The company's articles of association must state:

    full and abbreviated name of the company;

    information about the location of the company;

    type of company (open or closed);

    information on the size of the authorized capital of the company;

    par value, quantity, categories of shares;

    shareholder rights;

    information about the structure and competence of the management bodies of the company and the procedure for making decisions by them;

    the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously;

    information about branches and representative offices of the company;

    information on the amount of the dividend and (or) the value paid upon liquidation of the company on preferred shares of each type;

    information on the procedure for converting preferred securities.

If we talk about the authorized capital, then there are requirements for the minimum amount. In a closed society, it should be more than 100 minimum wages, in an open society - more than 1000 minimum wages.

The authorized capital performs the following functions:

1. Forms start-up capital;

2. Guarantees the interests of creditors;

3. Determines the share of shares of each participant in the distribution of profits;

4. The size of the authorized capital is the so-called indicator of the effectiveness of the organization.

Changes in the authorized capital can only be made by decision of the general meeting of shareholders in such cases as:

    changes in the par value of one share;

    expanding the activities of the organization;

    reduction of the authorized capital by means of redemption and cancellation of part of the shares.

According to Art. 28 of the Law of the Russian Federation "On Joint Stock Companies", the decision to increase the authorized capital of the company by increasing the nominal value of shares and to make appropriate changes to the company's charter is made by the general meeting of shareholders or the board of directors. This is carried out only if, in accordance with the charter of the company or the decision of the general meeting of shareholders, the board of directors of the company has the right to make such a decision.

Chapter 3. Liquidation of a Joint Stock Company.

Article 61 of the Civil Code of the Russian Federation and Article 21 of the Law of the Russian Federation "On Joint Stock Companies" state that the liquidation of a legal entity entails its termination without the transfer of rights and obligations by succession to other legal entities. A joint-stock company may be liquidated voluntarily or by a court decision on the grounds provided for by the Civil Code of the Russian Federation.

The liquidation procedure of a joint-stock company on a voluntary basis takes place in several stages.

1) The Board of Directors raises the issue of liquidation of the company at the general meeting of shareholders. A liquidation commission is appointed.

2) From this moment on, all powers to manage the affairs of the company pass to her. The liquidation commission has the right to act in court on behalf of the company.

3) The liquidation commission publishes a notice in special press organs on the liquidation of the joint-stock company, on the procedure and terms for presenting claims by creditors. Such a period should not be less than 2 months from the date of publication of the message.

4) The liquidation commission is working out an action plan to identify creditors and receive receivables. Notifies creditors in writing of the liquidation of the company.

5) At the end of the period for presenting claims by creditors, the liquidation commission draws up an interim liquidation balance sheet . It contains information about the property of the liquidated company, the claims made by creditors and the results of their consideration.

6) A general meeting of shareholders is convened. The meeting approves an interim liquidation balance sheet, agreed with the body that carried out the state registration of the company being liquidated.

7) The liquidation commission organizes and carries out the sale of the property of the company at public auction in the manner that was established for the execution of court decisions. This stage is carried out only in those cases when the company being liquidated does not have enough funds to satisfy the claims of creditors.

8) Payments to creditors of funds are made.

Payments are made by the liquidation commission in accordance with the interim liquidation balance sheet, starting from the date of its approval.

The performance by a commercial organization of activities subject to licensing after the license has been canceled may be the basis for its liquidation.

Consider an example. The prosecutor appealed to the Arbitration Court with a claim for the liquidation of the unitary enterprise. This is due to the implementation of the organization of pharmaceutical activities after the annulment of the license for its conduct. As follows from the case file, the defendant, that is, a pharmaceutical company, was deprived of a license by the regional health department, as it produced medicines in violation of established standards. Despite the revocation of the license, the company continued its pharmaceutical activities.

The court satisfied the claim, guided by paragraph 2 of Article 61 of the Civil Code of the Russian Federation and Article 15 of the Fundamentals of the Legislation of the Russian Federation on the Protection of the Health of Citizens.

In accordance with Art. 15 Fundamentals of legislation on the protection of the health of citizens, organizations engaged in pharmaceutical activities in violation of licensing requirements must be deprived of a license by the relevant authority. The Oblast Health Department, which revoked the defendant's license, acted in accordance with this provision. In accordance with paragraph 2 of Article 61 of the Code, a legal entity may be liquidated if it carries out activities without a proper permit, that is, a license.

In this case, the court rightly recognized the continuation of pharmaceutical activities after the annulment of the license for its conduct as a violation, which served as the basis for the liquidation of the legal entity by virtue of paragraph 2 of Article 61 of the Civil Code of the Russian Federation.

In cases where a legal entity carries out more than one type of activity, the deprivation of its license to conduct any one type of activity cannot be considered as a basis for its liquidation if, after the annulment of the license, it has ceased this type of activity and does not allow repeated or gross violations of the law . Currently, the Federal Law of 04.05.2011 N 99-FZ "On Licensing Certain Types of Activities" is in force

When considering disputes on the liquidation of legal entities related to the implementation by them of activities subject to licensing after the cancellation of a license, it should be taken into account that, in accordance with the above law, for a number of activities, the procedure for canceling a license, provided for in Article 13 of this law, applies. The above article states that a license may be annulled by a court decision on the basis of an application from the licensing authority that issued it, or a public authority in accordance with its competence.

This chapter is the final part of this course work. It considers the stages and features of the liquidation of a joint-stock company.