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

The joint-stock company is one of theorganizational and legal forms of companies. It is formed through the centralization of financial resources (a combination 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.

constituent documents of the joint-stock company

General information

The company can act as a CJSC, LLC andOpen 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 limited liability company are 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.

 constitutive documents of joint-stock companies are

In addition, the constituent documents of the joint-stock companysocieties should contain information on the size of the statutory fund, the composition and powers of elected bodies and the manner in which they will make decisions. The papers specify the rules for allocating profits and reimbursement of costs. The constituent documents of joint-stock companies are the 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, in accordance with which general meetings of participants will be prepared and held, lists of issues to be considered;
  • information on representations and branches.

constituent documents of a closed joint-stock company
The act is aimed at presenting both internal and external characteristics of the company.

Features of the Charter

This document may set limitsby the number of shares that can 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 securities are considered invalid.

Important point

Benefits in the Charter must be seen not onlydirect participants of the company, but also 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, auditor or other interested entity of the enterprise, should be provided for a reasonable time.

open joint-stock company

Contract

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 inrelevant bodies. 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.

constituent documents and registration of a joint-stock company

Features of the procedure

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

List of papers

Gosregistration of JSC is a strictly formal procedure. The documents that should be provided when creating 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 set up an AO.
  • Charter.
  • Receipt for payment of registration fee.

If among the participants there are foreign legal entities,additional 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).

open joint stock company foundation documents oao

Authorized person

It is assigned for the transfer of 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.
  • Head of liquidation commission or 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 registrationwithin 5 days from the receipt of documents. The adopted decision acts as the basis for making an appropriate entry in the register, which contains complete information on the liquidation, creation and reorganization of legal entities. Within 15 days from 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 account

The decision of the competent authority may beOnly 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. The justified decision must be submitted to the authorized person, which is indicated in the application.

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