Pao requirements. Non-public joint-stock companies - nao. Allowed number of shareholders

The leader of the Russian banking system occupies a leading position in the credit rating. In 2018, according to the main indicators (assets, capital, loan portfolio, profit, deposits of individuals, investments in securities), PJSC Sberbank ranks first among the banks of the Russian Federation. But what does the very name of PJSC Sberbank mean, and how does it stand for?

Renaming from OJSC to PJSC Sberbank means a change in the legal form of a financial organization. The procedure was associated with state requirements and was legally enshrined.

PJSC Sberbank, whose abbreviation is a public joint stock company, officially changed the form of ownership on August 4, 2015. This operation must be carried out by all JSCs, in accordance with the changes made to the Civil Code of the Russian Federation. There are no deadlines for the procedure, it all depends on the specific company.

Structure of PJSC Sberbank

The government justifies this need by increasing control over all joint-stock companies. In particular, this concerns the mandatory annual audit of the company's accounting department. It is believed that the procedure will minimize or eliminate the risk of conducting "black", double bookkeeping.

The main difference between PJSC is the absence of restrictions on the number of shares owned by one citizen.

Other differences between OJSC and PJSC include:

• In the event of bankruptcy, the shareholders of the JSC are liable only in the amount of funds spent on the acquisition of shares, they do not risk other means;
• Shareholders of a PJSC bear subsidiary liability. In the event of a lack of company property, shareholders who influence the management of the bank are liable for obligations (if the bankruptcy is caused by the actions of members of the company).

But there are no significant differences between the forms of ownership.

What has changed after changing the name to PAO?

This re-registration takes place together with the introduction of amendments to the Charter, therefore, relevant clauses were added to the Bank's Charter, explaining the principles of relationships under the new organizational form, and irrelevant sections were removed. Two copies of it, the minutes of the meeting of shareholders and a statement of the established form were submitted to the tax service, as prescribed for the procedure. After the official name change, financial institution performed the following required steps:

1. The seal has been changed.
2. The name has been changed on the website, on signs, in the PO box.
3. All clients were warned about the new form of ownership and the need to enter the correct details when filling out documents.
4. If necessary or at the request of counterparties, invoices, contracts, agreements are reissued.

After the change in the form of ownership, the details of the bank changed (JSC to PJSC), however, the TIN, BIK, PSRN, correspondent accounts, addresses and telephone numbers remained the same. After the entry into force of the new name, a number of documents (settlement, administrative, accounts) containing the former name are not taken into account as illegal. The changes do not apply to the following situations:

• There is no need to change previously issued checkbooks, they can be used.
• It is not necessary to renegotiate contracts, powers of attorney, agreements. They remain valid until their expiration date.
• The bank continues to fulfill its obligations to counterparties and customers within the previously established framework.
• Clients are obliged to fulfill debt or other obligations secured by previously concluded agreements.

Conclusion

Having received the status of the first bank in Russia, Sberbank continues to create new banking products, expand the range of deposits and deposits, and systematically conduct promotions on profitable deposits and deposits. Per last years the bank's strategy was to promote innovative technologies and advancement in other areas. This increases the competitiveness of a banking institution in the Russian market.

What distinguishes a non-public joint-stock company from a public and other forms of business organization? The goal of any joint-stock companies is to pool capital to jointly solve the problems of the company, compete in the market and increase profits. We tell you what the term “non-public joint-stock company” means, its main characteristics and whether it is possible to transform one form into another.

A joint stock company is a variant of business organization in which the authorized capital of a company is divided into shares. It differs from society limited liability an unlimited number of participants (an LLC has only up to 50), a longer registration period, as well as the confidentiality of information about participants to third parties. Information about the founders of a legal entity is available to everyone. It is enough to go to the website of the Federal Tax Service and get an extract from the Unified State Register of Legal Entities. With AO, this is not possible.

Exists two types of JSC: public and non-public joint-stock companies. Until 2014, in Russia they were divided into open and closed. The abbreviations OJSC and CJSC are well known to everyone, but now they are a thing of the past. They were replaced by public and non-public forms. However, note that open society does not fully correspond to the public one, and the closed one does not fully correspond to the non-public one. Along with the name, the working conditions have also changed. More details can be found in federal law No. 208-FZ.

In public JSCs, participants can alienate, that is, freely sell their shares to third parties. In non-public, all securities are initially distributed among all participants, and sale to third parties is possible only after the vote of all shareholders. PJSCs are considered more transparent and easier to attract investors.

The composition of NAO is determined during registration and almost does not change over time

Organizational and legal form

Public and non-public business companies- this is the same form of doing business as an individual entrepreneurship or a legal entity. JSCs operate in the field of medium and large businesses, when the issue of shares is justified in terms of profit.

The goal of any joint-stock company, regardless of form, is to pool capital for joint business, competition in the market and increase profits. The founders of a legal entity are liable for the financial obligations of their company with shares authorized capital, and in the most problematic cases they bear subsidiary liability: they risk losing part of their property. Shareholders own only shares and risk only their value.

JSC does not have the right to exclude dishonest participants from its membership. Also, they cannot leave the company with the payment of a share in proportion to its current value. They can sell their shares, but this is a completely different procedure. In addition, in NPAO, the sale will have to be coordinated with other shareholders.

Registration, or rather the issue of shares, takes about 1 month versus 5 days for a legal entity. The authorized capital of a non-public company can be only 10 thousand rubles (like an LLC), but for a PJSC - at least 100 thousand rubles.

Differences between PAO and NAO

This section provides a cheat sheet on public and non-public companies, which will help you quickly understand the difference between them. The main difference between PJSC and NAO (or NAO) lies in the composition of participants and the procedure for distribution of shares between them. Shares of a public joint-stock company are sold freely and any person (the so-called "third party") has the right to purchase them at any time at the market price. At the same time, each shareholder has the right to sell his shares at any time without asking permission from other members of the association.

The maximum number of participants in PJSC and NJSC is not limited by law, the minimum is the same - 1 person.

public society publishes more information about itself: it positions itself as open and transparent for investors. This is connected with a multiple increase in its authorized capital - up to 100 thousand rubles against 10 thousand for the NAO. At the same time, the founders of the JSC have the right not to transfer money to the authorized capital until its registration. A PJSC must have a board of directors or a supervisory board; a non-public JSC can operate without them (up to 50 shareholders).

Types of non-public joint-stock companies

Consider the main features of non-public economic communities. They are not usually divided into types, but theoretically they can be classified according to the number of participants, the number of shares and the level of closeness. What distinguishes this form of business organization?

Comparative table of PAO and NPAO

Characteristics of NAO

NPAO is a non-public company of shareholders, one of the forms of doing business permitted by Russian law. It is distinguished by the closed nature of work, the distribution of shares within existing shareholders, and the ability to sell or alienate shares to a third party is strictly regulated by the general meeting. The number of shareholders is not limited.

To open enough authorized capital from 10 thousand rubles. The main goal of NPAO, like any other commercial organization, is to make a profit. But, unlike public associations, members of a non-public association do not set themselves the task of attracting new shareholders and investors.

They provide less reporting, and their activities are less transparent. For example, NPAOs are not required to publish annual financial statements, as these documents are primarily of interest to investors. There are no prohibited branches of work for non-public JSCs, that is, they have the right to engage in any commercial activity permitted in the country.

Control Features

NPAO has the right to work without a board of directors and a supervisory commission if the total number of participants does not exceed 50 people. The organization is governed by general meetings of shareholders. Meeting decisions are certified by notaries. If necessary, a counting commission is formed. However, if NPAO members feel they need a board of directors or an appointed leader, they simply form it and the number of members.

The main content of meetings of shareholders of NPJSC is the determination of the value of the association's securities, the planning of their additional issue or reduction in the number.

Constituent documents

Initially, a JSC is registered as a limited liability company. Then its founders hold a new meeting and rename the association into a "joint stock company". You don't have to pay a state fee for this. Since NPAO is not a public association, no references or allusions to publicity are needed in the name. Now the new charter should be approved (for more details, see the section "Charter of the company").

After the renaming, the following will also change:

• seal;
• Bank details.

Members and Founders

The right to participate in the NPAO is limited: the shares are owned by the original founders, their heirs, and in rare cases - "third parties" who have achieved the right to be present in the association. Depending on the share of shares, participants can be divided into ordinary and preferred.

The obligations, rights, privileges of the participants in a non-public joint-stock association are fixed by the charter. Normally, NPAO members have the privilege of first-hand purchase: if one of the current owners decides to sell his securities, he must first offer them to other shareholders, and only then to third parties (if this is permitted by the charter).

The activity of NPAO is not public, it is not obliged to publish financial statements

Authorized capital

The minimum amount is 10 thousand rubles. For example, in an LLC, the authorized capital is a sum of money, then in JSCs, this is their equivalent in securities. When registering, it is not required to deposit the entire amount of capital; funds can be deposited gradually. After 90 days, at least 50% should be ready.

Charter of the society

A new charter is being prepared after the renaming of the LLC into JSC. It is advisable to involve lawyers in the development of this document: this document has many complexities and nuances that must be observed. What must be included in the charter:

• name with the wording "joint stock company";
• location;
• rights and obligations of shareholders;
• distribution of powers;
• the pre-emptive right to purchase shares and the procedure for coordinating the sale of securities to third parties;
• audit rules.

Converting forms from one to another

If, for any reason, the founders decide to transform the NPAO into a PJSC, they have the right to do so if they bring the name and documents of the organization in line with the requirements of the law. In particular, it should:

• change the name by adding the term "public" or other reference to the publicity of the organization;
• change the charter in the direction of publicity, remove the section on the pre-emptive right to shares;
• register all changes in the Federal Tax Service.

The procedure is quite simple. But during its implementation, one should not forget about the authorized capital: PJSC has it ten times more, at least 100 thousand rubles.

But it is more difficult to transform a public society into a non-public one. It is necessary to hold a general meeting of all shareholders, obtain their consent, prepare new founding documents, rename and register all changes legally.

Conclusion

NPAO or a non-public joint stock company is one of the forms of doing business permitted by law. Unlike LLCs and PJSCs, non-public JSCs are more closed to third parties: their shares are not in free circulation, and financial statements, as well as information about the founders, are not publicly available. Thus, any permitted commercial activity can be carried out.

Investments serve as a motor for the development of any business. One of the ways to raise funds is the placement of securities.

The legal regulation of PJSC activities is aimed at achieving the maximum attractiveness of financial markets.

What is a public joint stock company?

The exhaustive concept of a public joint-stock company is not contained in the legislation. However, the signs provided for in Art. 96 of the Civil Code and Art. 7 of the Law "On JSC", will serve as the basis for its determination.

Features of PAO

A public joint stock company has all the characteristics of a joint stock company, regardless of the type.

These include the following characteristics:

• Authorized capital, divided into shares, confirming their liability rights. The establishment of such a legal entity does not imply other methods (shares or shares).
• Members are responsible for the value of their shares. The status of a shareholder implies liability only for the unpaid part of the shares.

This type of joint-stock company is characterized by its own characteristics:

• The trade name of a public joint stock company must indicate its public status. In practice, this implies the presence of the word "public" before the words "joint stock company". Legal regulation requires this to protect the interests of investors. It is important that they understand current rules, as well as the minimum and maximum risk before making their investments.
• They may place shares and other securities convertible into shares by public offering, in accordance with the rules provided for by legal regulation financial markets.

Based on the signs, the following definition can be obtained. A public joint-stock company should be understood as a legal entity whose authorized capital is divided into shares owned by shareholders liable for obligations within the value of their contribution to the authorized capital.

Its shares are distributed by open subscription, and in the company name there is an indication of the status of publicity.

PJSC is not an independent organizational form, but a separate OKOPF code is provided for it. This indicates that it stands out from other joint-stock companies.

What are the positive aspects of PAO?

Only a small number of large companies in modern world do not have public status.

This distribution explains the main advantages associated with the ease of attracting financial resources on stock exchanges and other platforms.

Other pluses consist in more willing crediting of these enterprises by banks. They often accept PAO shares as collateral.

The disadvantages of this form are manifested in cases with medium-sized enterprises. Rigid legal regulation and frequent reporting require the expenditure of significant financial resources, which are small and medium business may not always have.

Methods for the formation of PAO

There are 3 ways to form a public JSC:

• Creation. In this case, the establishment new organization without succession.
• Reorganization in any form. It involves the implementation of the procedures prescribed by law, the result of which is the beginning of the activities of PJSC, which is the successor of the original legal entities.
• Situations when a non-public JSC acquires the status of a public JSC. This decision provides for a minimum threshold of 75% of each type of shares (it may be set higher by the charter). You will also need to fulfill other requirements provided for PAO.

Requirements applicable to PAO

The actual ability to attract unlimited financial resources stipulates special legal regulation. Special requirements accompany both the creation and activities carried out by a public joint-stock company.

Creation Requirements

PJSC is created based on the decision of future shareholders. In addition to those specific to other data societies, it should decide on the appointment of a registrar.

Only a professional participant in the securities market is entitled to carry out such activities. This is due to the fact that it is necessary to ensure the requirements of maximum transparency in maintaining the register.

The agreement on the establishment of a PJSC, which is concluded by the participants, determines the authorized capital, categories of shares to be placed and the procedure for their payment. This document is valid until the end of the period established for the payment of shares.

The minimum authorized capital of such a JSC is 100 thousand rubles.

Special requirements for the charter

In addition to other requirements relating to a joint-stock company, the charter of a PJSC must contain the following data:

• Full as well as abbreviated corporate name of the organization, indicating the status of publicity.
• Mandatory presence of the board of directors, the procedure for its activities and powers. This is due to the fact that the company has a significant number of shareholders whose rights can be significantly affected without an intermediate link between them and the executive body. The Board of Directors is a permanent body, which includes only individuals. The minimum composition of this body may include 5 members. If the number of voting shareholders is more than 1 thousand, then the minimum number of the board of directors is 7 people, and if the number of such shareholders is more than 10 thousand - 9.
• Lack of opportunity for the general meeting of shareholders to expand its competence. This is due to the fact that the management of large companies is complex, and many ordinary shareholders may not have the appropriate competence. Therefore, management functions are carried out indirectly, through the board of directors and the governing body, acting under the control of an intermediate structure. The effectiveness of the work of the latter reveals the reporting of PJSC.

The provisions of the charter regarding the limit of shares that may belong to the 1st person, as well as on the restriction on their sale, are considered invalid.

If we are talking about the transfer of a non-public joint-stock company to the number of public ones, then the provisions of the charter must be adapted to the new requirements.

However, the greatest difficulties are not related to correctly filling in all the fields of the registration application and putting desired code relevant inspection. Large costs will require a significant amount of information that will have to be processed already in the course of the work of the PJSC.

Requirements for PJSC in the course of its activities

Documents of a public JSC are carefully checked not only in the process state registration but also throughout its activities. At the same time, it sets mandatory order publication of certain materials.

PJSC annual statements, including accounting and financial statements, as well as data on securities, are subject to disclosure. The Law “On the Securities Market” (Article 34) specifies these provisions and requires disclosure of quarterly reports.

Based on these provisions, consolidated accounting documents for every 3 months are subject to publication.

A notice about the place and time of the general meeting of shareholders, boards of directors and their decisions must be freely available.

In addition, we are talking about the formation and termination of powers executive bodies, approval big deals, approval by the issuer of internal acts, placement and redemption of securities, as well as the recommended amount of dividends and the procedure for their payment. This list includes more than 50 positions, which are united by the fact that they reflect data on the financial well-being of PJSC.

Compliance with these requirements should indicate the openness of the company, making it more attractive to investors.

An organization may be exempted from publishing a number of information, subject to the submission of a reasoned application. Requirements for this include termination of publicity status.

People who are not familiar with the intricacies of Russian legislation often ask the question: “What is a PJSC? What is this strange abbreviation? It is easy to understand people - they are not yet accustomed to the new paradigm in which legal entities have recently existed, although people come across this abbreviation more and more often.

Many large Russian companies of the level of Gazprom and Aeroflot, INTER RAO and Sberbank, Rosgosstrakh and MTS have already acquired a postscript in their official names - PAO. This “subscription” means a Public Joint Stock Company - this is exactly the decoding of the word PAO, which is incomprehensible at first glance.

Where did this name come from, because it had never come into view before? What has changed in connection with such renaming? Let's deal with everything in order.

What is PAO

What has changed in the legislation?

In September 2014, the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation), as part of a radical reform of civil legislation, underwent extensive changes to the section relating to legal status legal entities.

Instead of the organizational and legal forms “Open Joint Stock Companies” and “Closed Joint Stock Companies” (“OJSC” and “CJSC”, respectively), which have become so familiar, new ones appeared - “Public Joint Stock Companies” and “Non-Public Joint Stock Companies” (respectively - “PJSC” and NPAO). Organizations that belong to NPAO can be referred to simply as "JSC" - a joint-stock company.

The authorities explained the need for such fundamental changes by the need to get closer to the norms of European corporate law, which has long operated in its legislation with just such definitions.

Legal nature of a public legal entity

So, "PJSC" stands for "Public Joint Stock Company".

The full name of the organizational form emphasizes the openness and publicity of the company created under its banner.

By their legal nature, PJSCs are closer to OJSCs, and JSCs are closer to CJSCs. Only public societies have the right to free and unlimited distribution of shares on the market, which compares favorably with non-public companies - PJSCs have much more opportunity attract investors by offering in return a share in the authorized capital of the organization.

At the same time, the number of shareholders in a public company is not limited by anything. Shareholders can be at least a million pieces! Or maybe just one person!

People will ask themselves a question - if the law is changed, then why are many joint-stock companies still called "JSC" and "CJSC"?

The fact is that the law that amended the Civil Code of the Russian Federation does not oblige all existing organizations to momentarily change the name. This can be done with the next change of bylaws, which will happen in the working order.

That is, all legal entities that are being created now - they can only become "Public" and "Non-public", and companies created before the change in the law can continue to be "Open" and "Closed" for the time being. However, gradually both of these organizational forms will become a thing of the past as firms re-register their charters.

It has already been noted above that PJSCs are the closest to the previously created OJSCs. At the same time, it is completely wrong to assume that these organizational forms are absolutely identical in nature. It's not, there are differences. The difference, of course, is visible primarily to professional lawyers, and from a legal point of view, it is very significant.

What is the difference between PJSC and JSC

What will change in the activities of companies?

The differences between the "new" legal form and the "old" one can be traced in the changed approach to the nature of the formation of the authorized capital and the organization of the activities of the company's management bodies.

For employees of such enterprises that have issued labor Relations with OAO, and then it suddenly became PAO, nothing will change - there is absolutely no need to worry about this.

The only thing that will change for an ordinary worker is an entry in work book, which will reflect that the name of the employer has changed. Only and everything.

Good to know: nothing will change for consumers of PAO goods and services.

If Rostelecom has become a public organization, this does not mean that the telephone service will somehow change. The subscriber will definitely not notice the difference. If KAMAZ has become a public company, then this will not affect the characteristics of cars either. The fact that they are now called in a new way does not exactly affect the main activity.

Legal differences between PJSC and OJSC

From a purely legal point of view, such differences are reflected in the following:

1. For an OJSC, such a management body as the Board of Directors was mandatory only in cases where the number of shareholders of such a company exceeded 50. In other cases, it could not be created. For a PJSC, the Board of Directors is obligatory in any case, regardless of how many persons own the shares. The minimum number of Council members is
   5 people. Based on practice, this governing body is very useful - it allows you to more quickly take management decisions. If there is no Council, then most decisions are taken by General meeting shareholders. And while you collect it and hold it, a lot of time will pass, because the process of convening and preparing meetings of shareholders is strictly regulated (hereinafter referred to as the Federal Law "On Joint-Stock Companies"). A meeting of the Board of Directors is much easier to hold.
2. It was possible to provide in the charter of the OJSC that the existing owners of securities have the right of first refusal to purchase new additional issues for securities. In PJSC, no references to the charter are allowed - everything is only within the framework of the Federal Law "On JSC". If the law says that the pre-emptive right to acquire shares of additional issues from existing shareholders arises, then it means that it is so. No more clauses in founding documents.
3. All OJSCs were required to disclose information about the activities of the company ( financial statements, annual reports on the results of activities, information on holding meetings of shareholders, etc.). Such a requirement was imperative, i.e. unconditional for execution. In case of non-disclosure of something, administrative liability was envisaged. Russian companies paid many fines for non-disclosure or late disclosure of information. For PJSCs, the law opens up a previously unseen option - now a public economic entity has the right to apply to central bank(to the securities market regulator, also referred to as the Bank of Russia) with a declaration of exemption from disclosure. And if the regulator considers that exemption is possible, then PJSC will be released from this very burdensome duty.
4. Previously, the OJSC was not required to certify the decision of shareholders' meetings. The owners could get together, draw up all the decisions in a protocol, and that's it - the decisions are valid for everyone. Now the law has introduced an additional procedure for mandatory certification (confirmation) of decisions taken by shareholders. Without certification, decisions will be considered invalid. For a PJSC, such a guarantor of the legality of the meetings held will be the registrar - a specialized organization that maintains a register of the company's shareholders. By the way, earlier the maintenance of the register of shareholders in some cases was allowed by the company itself. Now - only through the registrar.

It's important to know: for all currently existing OJSCs that have not yet managed to change the organizational forms abolished by law to new ones, the rules applicable to PJSCs apply.

If an open society becomes non-public, then the rules applicable to non-public organizations will apply to it. If the OJSC becomes a PJSC, then it, accordingly, will confirm the application to itself of all the obligations and advantages of a public company.

If we talk in general about the regulation of public legal entities, then the law in relation to them is predominantly imperative - strict rules are applied to such companies that do not allow deviating from them and prescribing other methods of regulation in the charter. Only non-public organizations have this luxury.

Creation and registration of PJSC

Why create a public company

Creating a joint-stock company is a rather troublesome and difficult task.

For start-up entrepreneurs, especially those who start their own business, it is absolutely useless to create joint-stock companies.

It will be quite enough to limit oneself to the creation of a Limited Liability Company (hereinafter referred to as LLC), or simply to obtain the status of an individual entrepreneur.

You need to think about creating a joint-stock company only in those cases when the businessman consciously understands the need for this.

If the number of your business partners has exceeded 50 people (this is the upper limit of participants for an LLC), or your business plans are so grandiose that you want to bring your company's shares to the financial markets in order to attract even more investors to your project, then, of course, you can think about creating a PAO.

Whatever the intentions, the creation of any joint-stock company consists of a number of procedures defined by law.

Stages of creating a Public Joint Stock Company

Preparatory stage

At this stage, the founders must resolve a number of fundamental issues of creating a legal entity:

• prepare draft documents required for registration (creation agreement, agreement with the future director);
• prepare a draft charter (containing the name, structure of the governing bodies and their duties, etc.);
• prepare lists of candidates for management bodies (we remind you that the Board of Directors for a public company is mandatory and it must consist of at least 5 people);
• decide on the candidacy of the director, request information from the Federal Tax Service about the disqualification of this person (there is an administrative sanction according to which a person cannot hold positions in management bodies). The director may also be elected from among the founders.

Holding a meeting of founders

On the this stage it is necessary to document all decisions made regarding the issues of establishing a company.

Based on the results of the meeting, a protocol is drawn up, which reflects the will of the founders on the following points:

• create a legal entity;
• register its charter;
• elect governing bodies;
• determine the procedure and terms for contributing the authorized capital (for a public joint-stock company, it must be at least 100,000 rubles - this is the minimum amount that will ensure the rights of creditors);
• resolve other issues related to the establishment of the company.

State registration of a legal entity

The provision of services for the state registration of legal entities is carried out by the Federal Tax Service (hereinafter referred to as the FTS).

All previously prepared documents (charter, minutes of the meeting, receipt of payment of state duty and other documents), together with a special application in form 11001, must be submitted to the Federal Tax Service.

If all documents are drawn up correctly, the Federal Tax Service will register the company, enter information about it into the Unified State Register legal entities (USRLE). From this moment on, the legal entity will be considered created.

If the Federal Tax Service finds grounds for refusing registration, for example, errors are found in the documents, the state duty is paid in the wrong amount, then the entire registration procedure will have to be started anew.

Registration of legal relations with the registrar

As previously reported, a registrar is required for a joint-stock company - an organization that will take into account who is the company's shareholder, who acquires or alienates shares, and also performs a different range of issues related to servicing the legal entity.

It is necessary to conclude an appropriate agreement with the registrar and provide all the necessary information about the registered company and the authorized capital of such a company.

Registration of the issue of shares in the Bank of Russia

After registering the company, it is also necessary to register the issue of shares with the securities market regulator. To do this, it is necessary to provide the Central Bank with a package of documents in accordance with the Issue Standards.

As you can see, the procedure for creating a PAO is quite complicated.. However, now there are a large number of firms that will help in the creation process for a fee.

A public joint stock company is commercial organization and it is created to profit from its activities. Such a society can be engaged in absolutely any kind of activity, of course, except for those that are prohibited by law.

The owners of a public company can be both the state and private individuals. A mixed form of ownership is also allowed.

The main feature of this organizational and legal form is the unlimited number of shareholders, as well as the free circulation of shares on the market, when shares, without any restrictions from other shareholders, freely pass from one owner to another.

We hope that after reading this article, the name of PJSC will not cause you any questions - now you know exactly what this abbreviation means, as well as what features public companies have.

Watch the video in which the specialist explains the features of PJSC registration:

Which amended Chapter 4 of the Civil Code of the Russian Federation, legal entities must make changes to their name and from open joint stock companies (JSC) become joint stock companies (JSC) or public joint stock companies (PJSC). In this situation, a number of fundamental questions arise. Is this change considered a reorganization? Is it necessary to notify the tax authorities at the location separate subdivisions, the place of registration as the largest taxpayer, the FSS of Russia and the PFR? Are these institutions required to issue new registration notices with a changed name? How will this change affect reporting to the Pension Fund of the Russian Federation, the FSS of Russia, tax authorities? How should I report on 2-personal income tax certificates? How are standard and property deductions for personal income tax provided to employees in such a situation? How to calculate the base for the calculation of contributions to extrabudgetary funds? Is it necessary to conclude an additional agreement with each employee to the current contract and make an entry in the work book? Does the company have the right to accept primary documents for goods (services) from counterparties, which indicate the previous name (JSC)? From what date does a company need to use primary documentation with a new name: from the date of making changes to the constituent documents or from the date the tax authority issues a record sheet of such changes? Are there risks of refusal to deduct VAT on an invoice issued by a counterparty for the old name (JSC) after its change (to JSC or PJSC)? Let's analyze the situation.

On September 1, 2014, amendments to the Civil Code of the Russian Federation introduced by Law No. 99-FZ came into force. The law ruled out the division of joint-stock companies into closed and open ones. Starting from the indicated date, joint-stock companies are divided into public and non-public (Article 663 of the Civil Code of the Russian Federation).

According to paragraph 7 of Art. 3 of Law No. 99-FZ, the constituent documents, as well as the names of legal entities established before the date of entry into force of this Law, are subject to harmonization with the norms of Chapter 4 of the Civil Code of the Russian Federation (as amended by this Law) upon the first change in the constituent documents of such legal entities. Consider whether the introduction of amendments to the constituent documents in terms of changing the name from OJSC to JSC or PJSC is a reorganization.

On the presence of signs of reorganization when changing the name of the company and its constituent documents

Article 57 of the Civil Code of the Russian Federation reveals the concept of reorganization through the enumeration of its forms: merger, separation, separation, accession, transformation. At the same time, as a result of the reorganization, a new legal entity is formed and it is carried out by decision of its founders or the body of the legal entity authorized by the constituent documents.

According to paragraph 5 of Art. 58 of the Civil Code of the Russian Federation, when a legal entity of one organizational and legal form is transformed into a legal entity of another organizational and legal form, the rights and obligations of the reorganized legal entity in relation to other persons do not change, with the exception of the rights and obligations in relation to the founders (participants), the change of which is caused by the reorganization.

According to the meaning of this norm, transformation implies a change in the organizational and legal form of a legal entity.

In accordance with paragraph 3 of Art. 66 of the Civil Code of the Russian Federation (as amended in force before the entry into force of Law No. 99-FZ), business companies can be created in the organizational and legal form of a joint-stock company, limited company or with additional responsibility.

By virtue of Art. 20 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” (JSC) has the right to be transformed into a limited liability company (LLC) or into production cooperative(PC).

Consequently, the Civil Code of the Russian Federation directly establishes that a joint-stock company is the legal form of a legal entity. At the same time, the reorganization of a joint-stock company is recognized as its transformation only into an LLC or PC.

When the abbreviation "JSC" is replaced in the corporate name of the company with "JSC" or "PJSC", the company remains a joint-stock company, its organizational and legal form remains unchanged. Hence, in the situation under consideration, reorganization does not occur.

In accordance with paragraph 5 of Art. 54 of the Civil Code of the Russian Federation, the name, company name and location of a legal entity are indicated in its constituent document and in the Unified State Register of Legal Entities (EGRLE).

According to paragraph 2 of Art. 96 of the Civil Code of the Russian Federation, the corporate name of a joint-stock company must contain its name and an indication that the company is a joint-stock company.

As indicated by the Federal Tax Service of Russia in a letter dated September 4, 2014 No. SA-4-14 / [email protected], the company name of a non-public joint stock company in Russian must contain the full name of the company and the words "joint stock company", the abbreviated company name in Russian must contain the full or abbreviated name of the company and the words "joint stock company" or "JSC".

Thus, from a legal point of view, changing the indication in the company name to the organizational and legal form of the company is a change in the company name in connection with bringing it into line with the new requirements of the law. This changed trade name is fixed in new edition founding documents.

This conclusion is confirmed by a literal interpretation of the wording of paragraph 7 of Art. 3 of Law No. 99-FZ, which states that bringing into line with the norms of Chapter 4 of the Civil Code of the Russian Federation constituent documents are subject, as well as names legal entities. At the same time, this norm does not indicate that legal entities are obliged to carry out reorganization in the form of transformation.

A similar opinion is expressed by individual state structures. For example, the Federal Air Transport Agency in the letter "Explanations of the Federal Air Transport Agency in connection with the entry into force from September 1, 2014 of the changes made to chapter four of the first part of the Civil Code of the Russian Federation by Law No. and non-public (instead of dividing into open and closed), i.e. the organizational and legal form "joint stock company" is preserved, the name of the types of joint stock company is changed. Consequently, the indication in the company name of the joint-stock company of its type by virtue of clause 1 of Art. 54, paragraph 1 of Art. 663 and Art. 97 of the Civil Code of the Russian Federation, by its legal nature, is not its reorganization (change in the legal form).

Thus, making changes to the name and constituent documents of the company in order to bring them into line with the new version of Chapter 4 of the Civil Code of the Russian Federation is not a reorganization.

On the need to notify the tax authorities, the FSS of Russia and the PFR and on the obligation of these institutions to issue new notices of registration, with a changed name

Notice to tax authorities.

As a general rule, in accordance with paragraph 7 of Art. 3 of Law No. 99-FZ, a change in the name of a legal entity in connection with bringing it into line with the current legislation does not require changes to the title and other documents containing its former name.

At the same time, for the purposes of tax control, the norms of the Tax Code of the Russian Federation are applied.

According to paragraph 3 of Art. 84 of the Tax Code of the Russian Federation, changes in information about Russian organizations are subject to accounting by the tax authority at the location of the Russian organization on the territory Russian Federation based on the information contained in the Unified State Register of Legal Entities.

As stated in clause 3.6 of the Procedure, changes in information about organizations are subject to accounting by the tax authority at the location of the organization on the basis of an extract from the Unified State Register of Legal Entities containing the relevant information. The tax authority at the location of the organization that has made changes to the information about the organization contained in the Unified State Register of Legal Entities is obliged to send an extract from the Unified State Register of Legal Entities through communication channels to the tax authorities in which the organization is registered on the grounds established by the Tax Code of the Russian Federation. According to the information received, the tax authorities, in which the organization is registered, make changes to the information contained in the USRN no later than the business day following the day the relevant information is received.

Order of the Ministry of Finance of Russia dated July 11, 2005 No. 85n “On Approval of the Peculiarities of Registration of the Largest Taxpayers” did not establish any special provisions on the taxpayer’s obligation to notify the interregional inspectorate for the largest taxpayers of a change in its name.

Consequently, the taxpayer is not obliged to report to the tax authorities at the location of separate subdivisions, the place of registration as the largest taxpayer about the change in the company name. The specified information is received by the relevant tax authorities through internal communication channels from the tax authority that made changes to the Unified State Register of Legal Entities.

Thus, the company is not obliged to report to the tax authorities at the location of separate subdivisions, the place of registration as the largest taxpayer about a change in its name. Relevant information must be obtained by the tax authorities themselves.

Issuance of a new notice of registration and change of name.

The tax legislation does not provide for the procedure for entering information into issued notices of registration of a taxpayer or issuing new notices in the event of changes in the taxpayer's business name.

As indicated by the Federal Tax Service of Russia in a letter dated September 16, 2014 No. SA-4-14 / 18715, the procedure for replacing notices of registration with the tax authorities is not provided for by the legislation on taxes and fees. Given the above, when bringing the name in line with the norms of Chapter 4 of the Civil Code of the Russian Federation, it is not required to replace notices of registration with tax authorities on the grounds provided for by the Tax Code of the Russian Federation.

Thus, the tax authorities are not required to issue new notices of registration to the company in connection with a change in the company name.

Please note: the issue of documents to be issued in the event of state registration of a change in the name of a legal entity is considered in the letter of the Federal Tax Service of Russia dated May 7, 2015 No. SA-4-14 / [email protected]

According to these clarifications, when bringing the name of a legal entity and its constituent documents in line with the norms of Chapter 4 of the Civil Code of the Russian Federation in a new edition, paragraph 1 of Art. 17 of the Federal Law of August 8, 2001 No. 129-FZ "On State Registration of Legal Entities and Individual Entrepreneurs".

Based on this norm, the following documents are submitted to the registration authority:

1. application for state registration of changes made to the constituent documents of a legal entity, in the form No. P13001, approved by order of the Federal Tax Service of Russia dated January 25, 2012 No. ММВ-7-6 / [email protected]"On approval of forms and requirements for the execution of documents submitted to the registration authority during state registration of legal entities, individual entrepreneurs and peasant (farm) enterprises";
2. a decision to amend the constituent documents of a legal entity or other decision and (or) documents that, in accordance with federal law, are the basis for making these changes;
3. changes made to the constituent documents of a legal entity, or the constituent documents of a legal entity in a new edition in two copies.

By virtue of the norms of Law No. 99-FZ, when registering changes in the constituent documents of legal entities in connection with bringing these documents into line with the norms of Chapter 4 of the Civil Code of the Russian Federation in the new edition, the state fee is not charged.

The Federal Tax Service of Russia notes that when changing the name of a legal entity, the issuance of a certificate of state registration of a legal entity upon creation, containing its new name, is not provided for by the legislation of the Russian Federation.

After the corresponding entry is made in the Unified State Register of Legal Entities, the Unified State Register of Legal Entities is issued in the form No. Р50007 containing information about the new name of the legal entity.

Simultaneously with the Unified State Register of Legal Entities, a Certificate of registration of a Russian organization with the tax authority at its location in the form No. 1-1-Accounting, approved by order of the Federal Tax Service of Russia dated August 11, 2011 No. YaK-7, is issued containing information about the new name of the legal entity -6/ [email protected].

Thus, during the state registration of changes, the tax authorities are required to issue the Unified State Register of Legal Entities in the form No. P50007 and a new Certificate of registration of the Russian organization with the tax authority at its location in the form No. 1-1-Accounting.

Notification of the FSS of Russia and the Pension Fund of the Russian Federation on the change of name.

This form contains a line about the name of the organization. Accordingly, a situation is not ruled out where, if the taxpayer has an application and notification of confirmation of the right with the initial name of the company, later during the audit, the tax authorities will have questions about the legality of the property deduction, if at the time of the audit the company has a different name.

In the Tax Code of the Russian Federation, the issue of replacing the notice of confirmation of the taxpayer's right to property tax deductions when bringing the name of a joint stock company in line with the provisions of Chapter 4 of the Civil Code of the Russian Federation is not directly regulated. There are also no clarifications from the regulatory authorities on this issue.

However, there are clarifications regarding the reorganization. Thus, the Federal Tax Service of Russia for Moscow in a letter dated July 19, 2007 No. 28-11 / 069132 noted that the organization that ceased operations as a result of the reorganization and the successor organization registered with the tax authority are two different taxpayers . Thus, a reorganized company is not entitled to provide its employees with notices in which the employer indicates the organization being reorganized.

Since there is no reorganization, the company with a new name has no grounds for refusing to provide a deduction upon receipt of a notification of confirmation of the right to a property deduction with the previous name. At the same time, the right of a taxpayer to receive a property deduction cannot be made dependent on a change in the company name of a tax agent. The risks of filing claims are assessed by the authors as low.

Standard tax deductions.

Therefore, in order to avoid a refusal to deduct VAT, as well as the need to submit additional documents, it is recommended that the company carry out explanatory work with counterparties about indicating the changed name in invoices.

Other moments

Renewal of licenses.

According to Part 1 of Art. 18 of the Federal Law of May 4, 2011 No. 99-FZ "On Licensing certain types activity” the license is subject to reissuance, including in the event of a change in the name of the legal entity.

In accordance with paragraph 1 of Art. 54 of the Civil Code of the Russian Federation, the name of a legal entity contains an indication of its organizational and legal form.

Thus, an indication in the constituent documents of a legal entity of a different organizational and legal form means a change in its name.

However, as follows from Part 7 of Art. 3 of Law No. 99-FZ, changing the company name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require changes to title and other documents containing its former company name.

This norm does not specify what refers to “other documents containing its former name”.

On the one hand, the Law is intended to alleviate the situation of subjects entrepreneurial activity forced to make changes to their name not according to own initiative but due to changes in legislation.

Based on this approach, if the indication of the type of company “open” is excluded from the name in order to bring it into line with the new requirements of the Civil Code of the Russian Federation, it is not required to reissue the license.

This approach is supported by some government bodies. Thus, the Ministry of Natural Resources of Russia in a letter dated April 20, 2015 No. 02-11-44 / 9212 noted that changing the name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require mandatory renewal of licenses for the use of subsoil containing its former name.

The FSTEC of Russia in the information message dated April 10, 2015 No. 240/13/1436 indicated that all licenses issued to organizations before September 1, 2014 by the FSTEC of Russia retain their legal effect and they do not need to be modified. At the same time, these licenses may be reissued on the basis of applications from licensee organizations in the manner prescribed by the legislation of the Russian Federation.

On the other hand, since licenses are not expressly specified in paragraph 7 of Art. 3 of Law No. 99-FZ, the risk of claims from the relevant government agencies.

For example, the Bank of Russia, in its letter No. 012-33-6/3588 dated April 23, 2015, indicated that, as a general rule, a credit institution is entitled to carry out banking operations only on the basis of a special permit (license) from the Central Bank of the Russian Federation. The introduction of amendments to the charter of a credit institution related to bringing its name in line with the requirements of Chapter 4 of the Civil Code of the Russian Federation entails the replacement of licenses for banking operations.

If the company has licenses to carry out certain types of activities, it is recommended to seek clarification from the authority that issued the license about the need to re-register it in the situation under consideration.

Issuance of disability certificates.

According to part 5 of Art. 13 of the Federal Law of December 29, 2006 No. 255-FZ, for the appointment and payment of temporary disability benefits, the insured person submits a certificate of disability issued by medical organization in the form and in the manner prescribed by the legislation of the Russian Federation.

The form of the certificate of incapacity for work was approved by order of the Ministry of Health and Social Development of Russia dated April 26, 2011 No. 347n.

The procedure and rules for filling out a certificate of incapacity for work are explained in Chapter 9 of the Procedure for issuing certificates of incapacity for work, approved by order of the Ministry of Health and Social Development of Russia dated June 29, 2011 No. 624n.

According to clause 57 of the Procedure, the line “Place of work - name of the organization” indicates the full or abbreviated name of the organization. These data must comply with the constituent documents of the organization.

As has been repeatedly pointed out, changing the company name of a legal entity in connection with bringing it into line with the norms of Chapter 4 of the Civil Code of the Russian Federation does not require changes to title and other documents containing its former company name.

On the one hand, a certificate of incapacity for work can be attributed to other documents containing the former name of the organization. Considering paragraph 7 of Art. 3 of Law No. 99-FZ, the company may accept sick leave certificates with the previous name from employees.

However, in order to avoid the risks of the FSS of Russia refusing to reimburse the funds transferred by the employer to pay for sick leave, after making changes to the constituent documents, we recommend that you conduct explanatory work with employees so that the correct name of the company is entered on the disability certificates.

Federal Law No. 99-FZ of May 5, 2014 “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on Recognizing Certain Provisions of Legislative Acts of the Russian Federation as Invalid”.

The procedure and conditions for the assignment, application, as well as changes identification number of the taxpayer and the forms of documents used when registering, deregistering legal entities and individuals, approved by order of the Ministry of Taxation of Russia dated March 3, 2004 No. BG-3-09 / 178.

Approved by order of the Federal Tax Service of Russia dated November 13, 2012 No. ММВ-7-6/ [email protected]"On approval of the form and content of the document confirming the fact of making an entry in the Unified State Register of Legal Entities or the Unified State Register of Individual Entrepreneurs".

"On approval of the forms and formats of documents used for registration and deregistration Russian organizations and individuals, including individual entrepreneurs, in the tax authorities, as well as the procedure for filling out forms of documents and the procedure for sending the tax authority to an organization or to an individual, including individual entrepreneur, certificates of registration with the tax authority and (or) notices of registration with the tax authority (notices of deregistration with the tax authority) in in electronic format through telecommunication channels".

Information message of the FSTEC of Russia dated April 10, 2015 No. 240/13/1436 “On the issues of reissuing licenses of the FSTEC of Russia in connection with the entry into force of the Federal Law of May 5, 2014 No. 99-FZ “On Amendments to Chapter 4 of Part One of the Civil Code of the Russian Federation and on the invalidation of certain provisions of the legislative acts of the Russian Federation "in terms of changing the names of organizational and legal forms of organizations".