Joint Stock Companies
Joint-stock companies are the main participants of the securities market.
Joint Stock Company is a commercial organization, the authorized capital of which is divided into a certain number of shares that certify the shareholder rights in relation to the company. Members of the joint-stock company are not liable for its obligations and bear the risk of losses associated with the activities of the company, within the value of their shares. Shareholders who do not fully pay shares are jointly and severally liable for the obligations of the joint-stock company within the unpaid portion of the value of their shares.
If the company's bankruptcy is caused by actions or inaction of persons who have the right to issue mandatory instructions to the public, then in case of insufficiency of the company's property, subsidiary responsibility for one hundred obligations may be assigned to the persons. The bankruptcy of a company is considered to be caused by the actions of persons who have the right to give instructions binding on the society only if they used the right in question for the performance of the company's actions, knowing that this will lead to insolvency of the society.
Joint-stock companies may be open and closed. An open joint stock company is a company in which it is not permitted to establish a pre-emptive right of a company or its shareholders to purchase shares sold by other shareholders. Such a joint-stock company may conduct both a closed and an open subscription to the shares issued by it and carry out their free sale. An open joint-stock company is obliged to annually publish for the public information an annual report, a balance sheet, a profit and loss account. The number of shareholders of an open company is not limited. The size of the minimum authorized capital of an open company must be at least equal to 1000 minimum wages.
Closed Joint Stock Company is a company whose shares are distributed only among its founders or other predetermined circle of persons. Such a company has no right to conduct an open subscription to the shares issued by it or otherwise offer them for acquisition to an unlimited number of persons. Shareholders of a closed joint stock company have the pre-emptive right to purchase shares sold by other shareholders of this company. The term for exercising the preemptive right can not be less than 10 or more than 60 days from the time of the offer of shares for sale. The number of participants in a closed joint-stock company should not be more than 50, otherwise it is subject to transformation into an open joint stock company within a year, and after this period - liquidation in court if their number does not decrease to the limit established by law. The authorized capital of a closed company must be at least 100 times the minimum wage established by the federal law on the date of state registration of the company.
Establishment and liquidation of a joint-stock company
A company can be created through the establishment or reorganization of an existing legal entity (merger, division, separation, transformation). The creation of a society is carried out by the decision of the founders. The decision to establish a company, the approval of its charter and the election of governing bodies are made by the constituent assembly. For the establishment of the society and the approval of its charter, the unanimous support of the founders is necessary. The election of the governing bodies is carried out by the founders by a three-fourths majority of votes that represent the shares to be placed. The founders of the joint-stock company enter into a contract defining the procedure for their joint activities to create a company, the amount of the company's charter capital, the category of shares to be issued and the procedure for paying them, as well as other conditions stipulated by the law on joint-stock companies. The agreement on the establishment of the company is not a constituent document of the company.
The founders of the company are the persons who have decided to establish it. The founders of the joint-stock company bear joint responsibility for the obligations associated with its registration and occurred prior to its implementation. The Company is liable for the obligations of the founders associated with its creation, only in case of subsequent approval of their actions by the general meeting of shareholders. The Company can not have as its sole shareholder another business entity consisting of one person.
The constituent document of the joint-stock company is its charter, which should contain the following basic information:
• name, location and type of company (open or closed);
• the category of shares issued by the company (ordinary or preferred), their nominal value and quantity;
• The size of the company's charter capital;
• shareholder rights;
• the composition and competence of the management bodies of the company and the procedure for making decisions by them;
• The procedure for the preparation and holding of the General Meeting of Shareholders, including a list of issues the decision on which is taken by the management bodies of the company by a qualified majority or unanimously;
• information about the branches and representative offices of the company.
The company's charter may set limits on the number of shares owned by one shareholder and their total memorial value, as well as the maximum number of votes provided to one shareholder.
Amendments and additions to the company's charter are carried out by a resolution of the general meeting by a three-fourths majority vote of shareholders participating in the general meeting.
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