Federal Law on Joint Stock Companies Consultant. Federal Law on Joint Stock Companies

1. A major transaction is a transaction (including a loan, credit, pledge, guarantee) or several related transactions related to the acquisition, alienation or the possibility of alienation by the company directly or indirectly of property, the value of which is 25 or more percent of the book value of the company's assets, determined by according to its financial statements as of the last reporting date, with the exception of transactions made in the course of the ordinary business activities of the company, transactions related to the placement by subscription (realization) of the company's ordinary shares, and transactions related to the placement of issue valuable papers convertible into ordinary shares of the company. The charter of the company may also establish other cases in which the transactions made by the company are subject to the procedure for approving major transactions provided for by this Federal Law.

In the event of the alienation or the possibility of alienation of property, the value of such property, determined according to the data accounting, and in the case of the acquisition of property - the price of its acquisition.

2. For the board of directors (supervisory board) of the company and the general meeting of shareholders to make a decision to approve a major transaction, the price of the alienated or acquired property (services) is determined by the board of directors (supervisory board) of the company in accordance with Article 77 of this Federal Law.

1. A major transaction must be approved by the board of directors (supervisory board) of the company or the general meeting of shareholders in accordance with this article.

2. The decision to approve a major transaction, the subject of which is property, the value of which is from 25 to 50 percent of the book value of the company's assets, is taken by all members of the board of directors (supervisory board) of the company unanimously, while the votes of retired members of the board of directors (supervisory board) are not taken into account. ) society.

If the unanimity of the board of directors (supervisory board) of the company on the issue of approval of a major transaction is not reached, by decision of the board of directors (supervisory board) of the company, the issue of approving a major transaction may be submitted for decision by the general meeting of shareholders. In this case, the decision to approve a major transaction is made by the general meeting of shareholders by a majority vote of shareholders - owners of voting shares participating in the general meeting of shareholders.

3. The decision to approve a major transaction, the subject of which is property, the value of which is more than 50 percent of the book value of the company's assets, is taken by the general meeting of shareholders by a three-quarters majority of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders.

4. The decision to approve a major transaction must specify the person (persons) that is its party (parties), the beneficiary (beneficiaries), the price, the subject of the transaction and its other essential terms.

5. If a major transaction is at the same time an interested party transaction, only the provisions of Chapter XI of this Federal Law shall apply to the procedure for its conclusion.

6. A major transaction made in violation of the requirements of this article may be declared invalid at the suit of the company or a shareholder.

7. The provisions of this article shall not apply to companies consisting of one shareholder who simultaneously performs the functions of the sole executive body.

Legislation changes regularly (especially in such important points, as a state defense order - details can be found at ). General law on various types joint-stock companies are no exception (LLC, OJSC, CJSC, PJSC, etc., with the exception of JSCs operating in the field of lending, insurance and investment groups). Although auditing activities are regulated, for example, separately, through.

Law on joint-stock companies in the new edition of 2018

Today, the version that came into force last year (2017) is valid. The latest amendments entered into force in July 2017. Also at that time, amendments were made to Article No. 159 of the Criminal Code of the Russian Federation. Read more about it

What does the Law on joint-stock companies say

Changes have been made to many procedures:

More stringent voting norms have been established (according to the charter, amendments, etc.);
shareholders are allowed to change their status at any time / period (public to non-public and vice versa);
a rule was introduced on the mandatory involvement of a registrar;
the rights of privileged holders of a package of securities were determined;
increased norms for the authorized capital.

The regulations on the form of alienation, the procedure for liquidation and / or reorganization, etc. have been updated. An update is expected this year, the approximate date is early July. In addition, amendments will be made to Article 158 of the Criminal Code of the Russian Federation. more about it

Changes with comments and additions

AT full version The law provides exhaustive comments on such definitions and conditions: who is an affiliated person / persons, the obligations of shareholders, rights and their protection are defined. Just as in the case of the assessment of working conditions, the corresponding changes were made in and in 2018.

In his speech at the plenary meeting of the State Duma, the Head of the Government of the Russian Federation separately noted the decision to adopt the draft on minority shareholders. They will determine and establish their legal rights, responsibilities, amend the established procedure for creating companies (joint stock, closed, open limited liability, etc.).

On Joint Stock Companies federal law

This law has the norms set forth also by the Civil Code (CC RF). In this regard, on this year a number of changes (prolongation of the Ministry of Finance) are provided for, aimed at equalizing the legal force, since in the previous edition. some articles were contrary to other legislative acts.

208 FZ law on joint-stock companies 2018

Changes are also expected in terms of convening a joint-stock meeting (general), as well as the procedure for repurchasing shares (specified), incl. large.

Article by article text in Russian download

If you need to download online material on the topic (full content), we recommend using the portal " Russian newspaper” or “consultant plus”, where the current version of the laws is always available. The new edition legally enters precisely after publications.

If you do not have the opportunity / time / desire to do independent monitoring / analysis, we recommend using the free online consultant service. This option is quite suitable for students to write an essay, prepare a report, etc., as well as for those who need urgent advice and explanations.

Federal Law on Joint Stock Companies last edition

The law is federal and completely defines absolutely everything that in one way or another is related to this species education (direct, indirect).

According to Wikipedia, such bills are actively used in a number of friendly countries (former republics from the USSR, for example, Belarus, Tajikistan, Turkmenistan, Kyrgyzstan, Moldova, Uzbekistan).

New states are not inferior, for example, the LPR, the Republic of Kazakhstan (the Republic of Crimea) and in Kyrgyz Republic. In countries near and far abroad, it is also used similar practice, for example, in Lithuania, Germany, etc.

We allow the translation of a document or its separate part / section / paragraph, as well as the charter into English language(Such requirements are put forward by Finland, for example).

Interested party transaction

The member of the Board of Directors himself or his authorized person/persons (affiliated) is directly involved in it. However, it can be annulled in court, since in this option a person can act in the interests of third parties, and not the JSC itself. Issues are regulated by Federal Law No. 14 (Article 45).

Audit committee

Responsibilities: performance audit responsible persons(contracts, orders (projects) assets, dividends, working schemes, etc., i.e. legal, financial and economic control). They report on the results only to the shareholders.

On the peculiarities of the situation of workers

The labor sphere is fully regulated by law Russian Federation, namely, the application of the norms Labor Code(Labor Code of the Russian Federation) in full compliance.

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Joint-stock company is a commercial association, the authorized capital of which is divided into a predetermined number of shares. Communities of the type under consideration are divided into open and closed.

The activities of joint-stock companies on the territory of the Russian Federation are regulated Federal Law No. 208. But what is this regulation? What is the procedure for creating a joint-stock company according to the regulations of the law in question? What are the conditions for the liquidation of a JSC under Federal Law 208? What are the latest changes made to the current text of this regulation? The answers to each of the above questions are in this article.

General provisions of the law

the federal law"On Joint Stock Companies" No. 208-FZ was accepted State Duma November 24, 1995. The document under consideration was signed by the President of the Russian Federation on December 26 of the same year. At the same time, Federal Law 208 on joint-stock companies entered into official legal force and was published for the first time.

The Federal Law under consideration regulates the processes and socio-economic relations that arise during the creation, operation and liquidation of a joint-stock company. The provisions of the normative act under study are relevant both on the territory of the Russian Federation and in relation to international agreements.

Structure of the Federal Law on Joint Stock Companies

The federal law on joint-stock companies consists of 14 chapters (94 articles):

1. Introductory provisions of the studied normative act (Art. 1-7.2);
2. Regulations for the creation, reorganization and abolition of joint-stock companies (Art. 8-24);
3. Shares and other securities of the authorized capital (Art. 25-35);
4. Placement of securities by a joint-stock company (Art. 36-41);
5. JSC dividends (art. 42-43);
6. Shareholder register (Art. 44-46);
7. The nuances of holding a general meeting of shareholders (Art. 47-63);
8. Supervisory Board (art. 64-71);
9. The nuances of acquiring shares (Art. 72-77);
10. The procedure for conducting major transactions (Articles 78-80);
11. Interest in executing a JSC transaction (Art. 81-84.10);
12. Control economic activity joint-stock company (Art. 85-87);
13. Reporting and other documents of the community (Art. 88-93.1);
14. Final provisions of the current Federal Law (Article 94).

The procedure and rules for the creation of a joint-stock company according to Federal Law 208

In accordance with the regulation article 8 of the Federal Law on JSC, a Joint Stock Company may be established or reorganized from an existing legal entity. The association of the studied type is considered to be created from the moment of registration.

According to article 9 FZ 208, the decision to organize a joint-stock company is made on the basis of an open vote of its future shareholders. The founders of the community unanimously make the following decisions:

• On the formation of the JSC Charter;
• On approval of the financial valuation of securities;
• On the establishment of capital.

When forming a joint-stock company, its members are elected:

• Governing bodies;
• Audit Board (or one auditor);
• JSC Registrar.

As community founders may be both legal and individuals (Art. ten) . State and municipal authorities do not have a legal right to membership in a JSC. The created joint-stock company is subject to mandatory registration in the Register of Shareholders.

According to the existing regulations of Federal Law No. 208, the founders of a joint-stock company draw up a written agreement between themselves. This document specifies the types of shares and other securities, the rights and obligations of each of the founders.

Conditions for the liquidation of a joint-stock company

In accordance with the regulation article 21 of the Federal Law being studied, a joint-stock company may be abolished on a voluntary basis. It is possible to liquidate a JSC without the consent of the founder only by going to court. Legal proceedings in this case are based on the provisions of the Russian Federation.

At voluntary abolition of JSC voting takes place. The liquidation procedure is carried out only if more than two thirds of the shareholders have voted accordingly. At the same vote, a liquidation commission is elected.

According to current text article 22 of the Federal Law under consideration, the algorithm for the liquidation of a joint-stock company is as follows:

• The liquidation commission issues a notice of the impending abolition of the joint-stock company to the press;
• In the absence of obligations to creditors, the property of the community is distributed among its shareholders;
• Measures are taken to identify creditors and settle accounts with them;
• If a Money insufficient for settlement with creditors, the liquidation commission is authorized to sell the property of the joint-stock company through tenders;
• After the abolition of debts, the liquidation balance is determined, and the remaining benefits are divided among creditors;
• The state registration authority makes an entry on the abolition of the community in the Register of Legal Entities.

Upon completion of the above procedure, the joint-stock company is declared liquidated.

Latest amendments

Each normative act issued on the territory of the Russian Federation periodically undergoes the procedure for updating its regulations. By means of amendments, data are introduced into the text of the Federal Law to ensure the relevance of its outdated provisions.

Recent amendments to the Federal Law "On Joint Stock Companies" No. 208-FZ were submitted on July 29, 2017. The Federal Law “On Amendments to the Federal Law “On Joint Stock Companies” and Article 50 of the Federal Law “On Limited Liability Companies” No. 233-FZ was used as an amending document. Through Article 1 of the Federal Law-223, the following changes were made to the law on joint-stock companies:

• Article 89, paragraph 1 as amended states that a closed or open company undertakes to ensure the safety of all documentation provided for in this normative act;
• New edition provided article 91, according to which the community undertakes to provide shareholders with the following documents:
  • Certificate of state registration of JSC;
  • Charter;
  • Annual reports;
  • accounting documentation;
  • Minutes of general meetings;
  • Auditor's conclusions;
  • Other documentation, the list of which is set out in Article 89;
• Article 91, paragraph 2 states that a public company, at the request of shareholders, is obliged to provide access to the following acts:
  • Minutes of the board of directors;
  • Documents relating to the conduct of unilateral transactions;
  • Reports of appraisers on the conducted appraisal of the property of the joint-stock company.
• At the request of the owner of more than 25% of the shares, a non-public community, according to 3 point of article 91, is obliged to provide the documents provided for in part 2.

A public company is obliged to maintain a website in world wide web the Internet, on a certain page of which price categories are indicated without fail in relation to the publication of documentation. Such requirements for a non-public joint-stock company are not provided for by this Federal Law.

Download Federal Law 208 on joint-stock companies in the new edition

For a more in-depth study of Federal Law No. 208, it is recommended to delve into its current text. Download FZ 208 about joint-stock companies with latest changes, relevant for the period of November 2017, you can

A joint stock company is a fairly common type of commercial organization. The activities of such instances are regulated by Federal Law 208-FZ, the provisions of which will be discussed in detail in this article.

Scope of the law

What is a joint stock company according to Law 208-FZ? In the second article of the normative act, a definition is given, according to which, such a company is called a commercial organization, the authorized capital of which is divided into several parts in the form of special shares. These shares are in the hands of the members of the society.

The Federal Law "On Joint Stock Companies" was created to regulate the processes of formation, reorganization, liquidation and registration of the institutions in question. The provisions of the law fix the rules on the powers, functions, duties and rights of the shareholders that make up the organization. Here the legal status of the joint-stock company is established, the freedoms, rights and interests of its members are fixed. The norms of the law apply to all joint-stock companies located on the territory of the Russian Federation.

General provisions of the law

The concept and legal status of a joint-stock company are enshrined in Article 2 of the submitted normative act. According to the law, such a company is a legal entity and has a number of civil rights and responsibilities. Members of the society should not be liable for the obligations of the organization. However, they all carry the risk of loss that may be associated with their professional activity. The limits of such risk cannot be greater than the value of the shares purchased by the shareholders.

All shareholders are required to bear joint liability for shares not fully paid. At the same time, members of the company have the opportunity to take their shares without the consent of other members of the organization.

According to the law, any creation of a joint-stock company is not possible without obtaining a special permit and registration certificate from higher state bodies. Any instance of a joint-stock type must have its own seal, letterhead, emblem and stamps.

Provision of information

According to Article 4 of the Federal Law under consideration, any joint-stock company must have a company name in Russian - in full form or abbreviated. The name of the organization should briefly characterize the type of its professional activity. In addition to the name, the society must provide and full information about your location. At the same time, the data specified during state registration should not contradict the real location of the organization.

Article 3 of the law refers to the responsibility of society. So, a joint-stock type organization must be responsible for all the functions and obligations assigned to it. At the same time, the society itself is not liable for the obligations of its members.

Shareholders themselves may also be held liable. Thus, members of the organization must pay subsidies in cases where the company is declared insolvent due to the improper actions of its shareholders. State bodies are not liable for the obligations of the company.

Society types

Articles 5-7 of the normative act under consideration provide the main examples of joint-stock companies. According to Article 7, the organizations in question may be of a public or non-public nature. This is reflected in the charter and the name of the society. A public company (PJSC) conducts all operations by open subscription. Non-public organizations (CJSC) distribute the number of shares only to an unlimited number of persons. The most striking example of a PJSC is the Rosseti company, which provides services for the distribution of electricity throughout the country. It is quite famous and large organization, and therefore its shares are open and available for access to any citizens. An example of a CJSC is a retail chain, a trading joint-stock company "Tander", which provides products for Russian stores of one well-known brand.

Article 6 provides another classification. Here we are talking about examples of joint-stock companies of a dependent and subsidiary type. A subsidiary organization is in the event that there is another company that determines the decisions of the first organization, that is, a subsidiary. A similar system operates with dependent organizations. Here the dominant society has more than 20% of the dependent. A striking example subsidiary - the federal passenger company, dependent on the joint-stock company "Russian railways". There are quite a lot of dependent companies in the country. As a rule, this regional branches gas or oil companies.

On the establishment of a joint-stock company

What does the Federal Law "On Joint-Stock Companies" say about the procedure for the formation of joint-stock type organizations? According to Article 8, a company can be created both "from scratch" and by reorganizing an existing legal entity. Reorganization may be in the nature of division, transformation, merger, and also separation. The organization can be considered finally formed only after the conclusion of the state registration of the joint-stock company.

Article 9 of the normative act under consideration refers to the establishment of a company. It is easy to guess that the establishment is possible only with the active participation of the founder. The decision to form a society is made at a special constituent assembly by voting or by one person alone (if the founder is one).

About the reorganization

Article 15 of the normative act under consideration refers to the procedure for conducting reorganization processes. Reorganization is always carried out on a voluntary basis, in strict accordance with the norms of the Federal Law. The main feature of the presented process is the presence of the status of a natural monopoly in the reorganized entity, more than 25% of the shares of which are fixed in the ownership of the federation.

As you might guess, the financing of the presented process is carried out at the expense of the reorganized property. Just as in the case of the creation of a company, the reorganization process is recognized only after the appropriate state registration.

About the public charter

An important place in legal status joint-stock company is occupied by the charter. According to article 11 of the normative act under consideration, it is adopted at the constituent assembly according to the constituent document. The requirements of the charter are formed by the members of the organization, after which they become generally binding on all shareholders.

What should the statute contain? The law specifies the following provisions:

• location of the organization;
• company name;
• value, categories and types of preferred shares, as well as their number;
• the size of the authorized public capital;
• rights of members of the organization;
• the procedure for the formation and implementation of general meetings of shareholders, the dates and places of the meetings;
• the structure of the management bodies of the company, the procedure for making decisions;
• other provisions corresponding to the considered Federal Law and the Civil Code.

Thus, the organizational charter must contain the specifics of the legal status of the joint-stock company.

About authorized capital

Article 25 of the normative act under consideration establishes the norms relating to the authorized capital and shares. According to the law, the organization has the right to place ordinary shares and a few preferred ones. However, they are all undocumented. The par value of shares of ordinary type must be the same. As soon as the society is formed, all shares must pass into the possession of its members. There are also fractional shares, a certain number of which can be one specific share. They are in circulation on a par with ordinary ones.

In accordance with the normative act, the value of preferred type shares should not exceed 25% of the authorized public capital. Public companies may not place them if the value of such shares is lower than ordinary ones.

The authorized capital consists of the total value of all shares of the organization that were acquired by the members of the company.

About shareholders

The legal status of joint-stock companies is mostly the legal status of their members. What is known about the shareholders themselves and what does the law say about them? Shareholders are called individuals or organizations that own a certain share of the authorized capital of a joint-stock company. The latter should provide, form and store the register of shareholders, which is filled immediately after the registration of the organization. The rights to the shares of one or another shareholder are confirmed by issuing a special extract, which is not a security.

According to Article 47, the highest body in the system of a joint-stock company is the meeting of shareholders. It must be convened annually. What questions does this meeting raise? The law deals with the problems of ownership of a joint-stock company, election of the board of directors, audit and audit commissions, etc. The competence of the meeting also includes issues of reorganization and liquidation of the company, amendments to the charter, increase or decrease in the authorized capital, etc.

The board of directors is also called the supervisory board. This instance is engaged in the management of the activities of the entire organization, its members and the assets of the joint-stock company.

Sometimes the board of directors is also a meeting of shareholders. In most cases, the supervisory committee is elected every year in the course of voting at the shareholders' meeting. It all depends on what kind of provisions are spelled out in the charter of the organization.

The competence of the board of directors includes the definition and implementation priority areas, convening meetings, approving agendas, placing additional shares, etc.

Control over a joint stock company

For internal control over the professional activities of the organization, audit and audit commissions are created. Auditors check financial statements, that is, they work with the accounting staff. As a result, they give a special assessment. The auditors control economic activity organizations. Each of them is a member of the relevant commission, which is elected annually at the meeting of shareholders.

Both the audit and audit commissions must act only in strict accordance with the legislation of the Russian Federation.

On liquidation of a joint-stock company

The process of liquidation of a joint-stock type organization should have a strictly voluntary basis. According to article 21, final liquidation is possible only by a court decision.

What does the liquidation process involve? The Company completely terminates the exercise of its powers without the right to transfer duties to other persons in the order of succession. Voluntary liquidation processes begin their action with the convocation of the board of directors of the joint-stock company. On the agenda is the question of the removal of the company and the appointment of a liquidation commission. As soon as the liquidation commission is fully formed, all functions of the organization will be transferred to it. The duties of the commission also include timely presentation at court hearings.

Article 22 of the Federal Law "On the legal status of joint-stock companies" refers to the procedure for liquidating the organizations in question. If the company has no obligations to third parties, then all of its property is distributed among the shareholders. The remaining payments to creditors are made, the liquidation balance is calculated. And society closes.

A joint-stock company (one of the varieties of companies of an economic direction) is, in contrast to public associations (see the federal law on public associations), a commercial organization, the main direction of which is recognized as making a profit. The authorized capital of any joint-stock company is divided into a certain number of shares, which certify the obligations of each shareholder (participant) in relation to the company as a whole.

In accordance with the legislation of the Russian Federation, the shareholders of the above-mentioned company bear the risk of losses that are directly related to the activities of the joint-stock company, within the value of their shares, and are in no way responsible for its general obligations. AT modern state there is a joint-stock company - the most common form of organization of large and medium-sized businesses, while medium-sized businesses often use the form of a closed joint-stock company, large business - open. Like other activities in Russia (counter-terrorism, social insurance, medical care and others), the activities of joint-stock companies of any type, as well as their form of creation, reorganization and liquidation, are regulated by Federal Law No. 208-FZ of December 26, 1995. "On Joint Stock Companies". The law contains in its structure 14 chapters and 94 articles.

Chapter 1 of the Law on Joint Stock Companies defines general position legal document. The articles define the basic concepts applicable to this area, fix the scope of the law and the main provisions on joint-stock companies, responsibility, company name and location of the companies. Chapter 1 characterizes branches and representative offices of companies, subsidiaries and dependent companies, open and closed companies.

The procedure for the creation and liquidation of joint-stock companies is described in detail in Chapter 2 federal law on joint stock companies. The articles of the law define the institutions of companies, the founders, the charter, including the introduction of additions and changes, the form of state registration of the company (with additions and changes to the charter), the form of reorganization, merger, accession, division and separation of the company (Article 19.1 interprets the features of such actions ), transformation, as well as a detailed procedure for the liquidation of a joint-stock company.

Chapters 3-4 of the Law on Joint Stock Companies determines the authorized capital of companies, net assets company, as well as the form and procedure for the placement of shares, bonds and other securities by the company. Articles 25-29 establish minimum size the authorized capital of joint-stock companies, the rules for increasing or decreasing the authorized capitals of companies and protecting the rights of creditors in such actions. At the same time, the procedure for paying dividends by the company, including restrictions on payments, is defined in Chapter 5.

Chapters 6-8 regulate the register of joint-stock companies, the form of general meetings of shareholders and the board of directors, which are the supervisory board, as well as the executive body of the company. These chapters list, article by article, the rules for maintaining the register, competence, rights and obligations, as well as the responsibility of the general meeting of shareholders, the board of directors and the executive body in relation to the company. Chapters 9-10 regulate activities in the field of acquisition and redemption of outstanding shares by the company, as well as in the course of major transactions by the company. Chapters 12-13 establish the types of control over the activities of a joint-stock company by the state, as well as the form of accounting and reporting for companies. Final position legal document regulates the procedure for the entry into force of the law.

Download Federal Law on Joint Stock Companies