Constitutive documents of the joint-stock company. Registration of a joint-stock company

A joint-stock company is one of the organizational and legal forms of companies. It is formed through the centralization of financial resources (the pooling of money capital) of different persons. This procedure is carried out by selling shares. The purpose of this event is the implementation of economic activities with profit. Let's consider further, what should be the constituent documents of the joint-stock company.

General information

The enterprise can act as a closed joint-stock company , an LLC and an open joint-stock company. The constituent documents of JSC and LLC differ from each other. In particular, the first enterprise operates on the basis of the Charter. The constituent documents of the joint-stock company with limited liability are the Charter and the Contract. These acts may be entered information that is established by law. The constituent documents of joint-stock companies are the papers, which contain information on:

• The type of enterprise;
• Objectives and subject of activity;
• Brand name;
• Composition of participants.

In addition, the constituent documents of the joint-stock company must contain information on the size of the statutory fund, the composition and powers of elected bodies and the manner in which they will take decisions. The papers specify the rules for the distribution of profits and reimbursement of costs. The constituent documents of joint-stock companies are acts, the provisions of which are binding for all bodies of the company and its participants. If the period of validity of the enterprise is not fixed in the papers, then it is recognized as being created for an indefinite period.

Charter

The constituent documents of the closed joint-stock company and the public are the same. The main paper is the Charter. It contains the following information:

• Abbreviated and full name of the company;
• The location of the enterprise;
• Type of enterprise (public or non-public);
• Number, nominal value, types and categories of shares (preferred, ordinary), which are placed by the company;
• The amount of the authorized capital;
• Powers and structure of administrative bodies, the procedure by which they take decisions, including those for which a qualified majority or unanimity of votes is required.
• Rules, according to which general meetings of participants will be prepared and held, lists of issues to be considered;
• Information on representations and branches.

The act is aimed at presenting both internal and external characteristics of the company.

Features of the Charter

This document may set limits on the number of shares that may belong to one participant, the nominal total value. In addition, it can determine the maximum number of votes for each interested person. The constituent documents of the joint-stock company, including the Charter, may include other information that does not contradict the law. In the absence of any information from the list above, the papers are considered invalid.

An Important Moment

Benefits in the Charter should be seen not only by the direct participants of the company, but also by contractors. In this regard, it is logical to assume that other persons can familiarize with it. To such, for example, include partners with whom the open joint-stock company cooperates. The constituent documents at the request of the participant, the auditor or other interested entity of the enterprise should be provided in a reasonable time for review.

Agreement

It is a non-public (closed) agreement between the founders. The treaty is protected by law, since it is endowed with the status of a commercial secret. This document defines the procedure for joint activities of founders in the formation of the legal entity, as well as the conditions under which its property is transferred to their property and the functioning of the enterprise as a whole is carried out. The contract also affirms the Charter of the company.

Constituent documents and registration of a joint-stock company

Any legal entity must pass an accounting procedure in the relevant authorities. The procedure by which state registration is carried out is established in Federal Law No. 129. This procedure is carried out at the location of the company in the executive authorized body. According to Resolution No. 319 of May 17, 2002, the Tax Service acts as the specified authority. The state registration is carried out at liquidation, reorganization, creation of the companies, and also in case of entering of additions or changes in constituent documents.

Features of the procedure

During the state registration, the authorized body carries out an audit of liquidation, reorganization, creation of legal entities for compliance of these transactions with legislation. At the same time, companies are registered in the register. The registration of AO is of a dual nature. When a company is established, it is entered in the register as an issuer of securities and a legal entity.

List of papers

Gosregistration of JSC is a strictly formal procedure. Documents that should be provided for the establishment of an enterprise include:

• Statement. It confirms that the constituent documents that are submitted to the authorized body meet the requirements set by the legislation for such securities. The application also certifies that the information contained in the acts is reliable, and when the company was formed, the order of its establishment was observed.
• The decision to create a joint-stock company.
• Charter.
• Receipt for payment of registration fee.

If there are foreign legal entities among participants, an extract from the register of countries of origin is required. When registering the reorganization of a joint-stock company, an appropriate decision is given (instead of an act of establishment).

Authorized person

It is assigned to transfer documents for registration. The authorized person may be:

• The head of the acting executive body of the company.
• The founder of joint-stock company at its formation.
• The head of the liquidation commission or the bankruptcy commissioner.
• The head of the legal entity, which acts as the founder of the company being registered.
• Another person authorized by power of attorney.

Results of consideration of submitted papers

The authorized body carries out state registration within 5 days from the receipt of documents. The adopted decision acts as the basis for making an appropriate note in the register, which contains complete information on the liquidation, creation and reorganization of legal entities. Within 15 days after the end of the registration of the procedure, the FAS is notified if the total assets of the participants account for more than 100,000 minimum wages (the minimum wage). When reorganizing an enterprise through a merger, the Antimonopoly Service must also be notified if the asset value exceeds the specified limit.

Denial of registration

The decision of the authorized body can be such only if the composition of the documents submitted and the contents of the securities do not meet the requirements of the law. The refusal of the body must be motivated. A valid decision must be submitted to the authorized person, which is indicated in the application.