Constituent documents of joint-stock companies. Registration of joint-stock companies

Joint stock company is one of the legal forms of companies. It is formed by centralization of financial resources (enterprises money capital) are different entities. This procedure is performed through a sale of shares. The purpose of this event is the realization of the economic activity with the profit. Let us further consider what should be the constituent documents of joint-stock companies.

General information

The Company may act as company, LLC and joint stock company. The constituent documents of JSC and LLC are different from each other. In particular, the first enterprise operates on the basis of the Charter. Constituent documents of joint stock limited liability company – Charter and Agreement. These acts can contain information established by the legislation. Constituent documents of joint-stock companies are the paper, which contains information about:

• A company;
• The purpose and subject of activity;
• Brand name.
• Participants.

In addition, the constituent documents of the joint stock company shall contain information about the amount of the authorized capital, the composition and powers of elected bodies and the manner in which their decisions will be made. In the papers you specify the rules for the distribution of profits and reimbursement of costs. Constituent documents of joint-stock companies are the acts whose regulations are binding on all bodies of the company and its participants. If the securities are not spelled out the validity of the enterprise, then it is established for an indefinite period.

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Charter

The Founding documents of the closed joint-stock companies and public alike. The main paper supports the Charter. It contains the following information:

• Abbreviated and the full name of the company;
• The location of the company;
• The type of enterprise (public or nonpublic);
• The number, nominal value, types and categories of shares (preference and ordinary) that are placed by the company;
• The value of the share capital;
• Powers and structure of administrative bodies, the order in accordance with which they make decisions, including those requiring qualified majority or unanimity of votes.
• Rules in accordance with which will be prepared and conducted General meeting of members, the lists of issues for consideration;
• Information about the offices and branches.

Act aimed at presenting to both internal and external characteristics of the company.

Features of the Charter

This document may be limited by the number of shares that can be owned by one party, the nominal total cost. In addition, it can be determined the maximum number of votes to each stakeholder. Constituent documents of joint-stock companies, including the Charter may include other information, not contradicting the legislation. In the absence of any information from the list above, the paper shall be considered invalid.

Important point

The Benefit of the Statute must see not only the direct participants of the company but contractors. In this regard, it is logical to assume that with him unable to see other persons. To those, for example, include partners, cooperating with joint stock company. The founding documents at the request of the participant, an auditor or other interested entity company must within a reasonable time provided for review.

Agreement

It is a non-public (closed) agreement between the founders. The contract is protected by law because given the status of commercial secrets. This document defines the procedure for joint activity of founders in the formation of legal entities, as well as the conditions under which his property passed on to their property and carried out the functioning of the enterprise as a whole. The Treaty also approved the Charter of the company.

Incorporation documents and registration of joint-stock companies

Any legal entity must pass the accounting procedure in the relevant bodies. The order in which performed the state registration, is set in the Federal law №129. This procedure is carried out at the location of the company in the Executive authorized body. According to the Resolution No. 319 dated may 17, 2002 as the specified instance, there is the IRS. The state registration is carried out with the liquidation, reorganization, creation of companies, as well as in the event of amendments to or changes in constituent documents.

Procedure

In the course of state registration of the authorized body carries out check of liquidation, reorganization, creation of legal entities on the compliance of these operations with the legislation. This is a record of companies in the registry.Check the AO differs a dual character. When creating a company it is entered in the register as Issuer of securities and a legal entity.

List of papers

The state Registration of JSC is a strictly formal procedure. Documents that you must provide when creating the enterprise, include:

• Statement. It is confirmed that the constitutive documents are granted to the authority, comply with the requirements of the law to such securities. The statement also certifies that the information contained in the acts, authentic, and in the formation of the company followed the procedures of incorporation.
• Decision on the establishment of JSC.
• Charter.
• Receipt for payment of fee for registration.

If the list of participants includes foreign entities, the necessary additional extract from the register of their country of origin. Upon registration of the reorganization of the company is provided with an appropriate solution (instead of the act of creation).

Authorized person

It is assigned for transmission of documents for registration. The authorized person can be:

• Head of the permanent acting Executive body of the company.
• Founder of JSC during its formation.
• The head of the liquidation Commission or the liquidator.
• Head of the legal person, who acts as the founder of the company being registered.
• Another person authorised by power of attorney.

The results of the review of submitted papers

The Authorized body implementing state registration within 5 days of receipt of the documents. The decision serves as the basis for making the appropriate mark in the register, which contains complete information about the elimination, establishment and reorganization of legal entities. For 15 days after the end of registration about the procedure shall be notified to the FAS, if the share of the total assets of members have more than 100 thousand minimum wage rate (minimum wage). Under reorganization through mergers also should be notified the Antimonopoly office, if the assets value exceeds the specified limit.

Disclaimer in accounting

The Decision of the authorised court may be so only in the case that the composition of the documents submitted and the content of the papers does not meet the requirements of the law. Failure of the body needs to be motivated. An informed decision must be submitted to the authorized person indicated in the statement.