A joint stock company is a commercial organization, the authorized capital of which is formed by the sale of shares. According to the degree of availability of purchasing shares, two types of joint-stock companies are distinguished: open and closed.
What is JSC
An open joint-stock company (OJSC) issues shares for free sale, the number of OJSC shareholders is unlimited and they are free to dispose of shares at their discretion. OJSC is obliged to publish reports on its commercial activities annually. The authorized capital cannot be less than 1000 times the minimum wage.
A closed joint-stock company (CJSC) sells shares to a certain group of persons who have the preemptive right to acquire shares from other shareholders. The authorized capital of a CJSC cannot be less than 100 times the minimum wage. The number of shareholders must not be more than 50, in case of exceeding the CJSC must be changed to OJSC or liquidated. CJSC is not obliged to disclose its economic indicators.
Strictly speaking, this is where the differences between them end. They have identical structures: the supreme body is the meeting of shareholders, who elect or appoint an executive body, a supervisory body, and also make key decisions in the activities of a JSC.
Change in the type of JSC
Considering that OJSC and CJSC are varieties of one organizational and legal form of legal entities, then changing one to another is not a reorganization, does not require drawing up a deed of transfer, notifying creditors and other procedures required during the reorganization. It is enough, by decision of the founders, that is, shareholders, to make the necessary changes to the Articles of Association of the JSC and register them with the tax office at the legal address of the JSC.
However, there are restrictions on changing the form of an OJSC into a CJSC:
1. If the number of shareholders of the JSC is more than 50
2. Some organizations, by virtue of the direct instructions of the law, can exist only in the form of JSC, these include joint-stock investment funds.
Meeting of shareholders
The decision to change the form of JSC can only be taken by the general meeting of shareholders. The notice of the meeting, as well as the agenda of the meeting, must be sent to each shareholder 20 days before the date of the meeting. It is necessary that the issue of changes be included in the agenda. If at least three quarters of the shareholders voted for the change in the type of JSC, the decision is considered adopted. At the same meeting, a person responsible for registering changes to the company's Articles of Association must be appointed.
to the tax
The person appointed by the general meeting to be responsible for registering changes to the Charter prepares the following package of documents:
1.the decision of the shareholders to amend the Articles of Association
2.text of amendments or amended Articles of Association in duplicate
3. Application for amendments to the Articles of Association in the form of Р13001
4. receipt for payment of state. duties in the amount of 800 rubles.
5. power of attorney from JSC to perform actions related to registration of changes
This package is provided to the tax office at the legal address of the JSC. Within 5 working days, the registering authority checks the documents, based on the results, makes a decision on the registration of changes or makes a reasoned refusal to register.
When changing the type of JSC, the company retains the INN, OGRN, it will be necessary to change the seal and notify about the change of the type of the Pension Fund, FSS and the bank serving the company.
