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Jsc Charter Charter of a non-public joint stock company - features, nuances and provisions

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Protocol(solution)from"__" ______20__

CHARTER

JOINT STOCK COMPANY

«***»

(New edition№__)

City (locality):

20 __ G.

ARTICLE 1. COMPANY NAME AND LOCATION OF THE COMPANY

1. Full corporate name and type of the Company:

Joint-Stock Company "***"

2. Abbreviated corporate name of the Company:

JSC "***"

3. Location of the Company:

***

4. Postal address of the Company:

***

ARTICLE 2. LEGAL STATUS OF THE COMPANY

The Company is the full legal successor of ***, with the transfer to the Company of all its property rights and obligations in relation to all its creditors and debtors, including obligations disputed by the parties.

The company is included in the Unified State Register of Legal Entities *** and registered under the Main State Registration Number ***.

2. The company is a legal entity under Russian law. The legal status of the Company is determined by the legislation of the Russian Federation and this Charter.

3. The company owns separate property, which is accounted for on its independent balance sheet, and can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

4. The company has civil rights and bears the responsibilities necessary to carry out any types of activities not prohibited by federal law.

5. The Company has the right to open bank accounts in the prescribed manner on the territory of the Russian Federation and abroad.

6. The Company may create branches and open representative offices on the territory of the Russian Federation and abroad in accordance with the legislation of the Russian Federation and the legislation of a foreign state at the location of the branches and representative offices.

7. The company has a round seal containing its full corporate name in Russian and an indication of its location, stamps and forms in Russian with its name and other means of visual identification.

8. The Company carries out state measures for mobilization preparation and civil defense in accordance with current legislation.

9. The company was established for an indefinite period and is valid from the moment of its state registration.

ARTICLE 3. RESPONSIBILITY OF THE COMPANY

1. The company is liable for its obligations with all its property.

2. The company is not liable for the obligations of its shareholders.

3. If a person registered in the register of shareholders of the Company fails to provide information about changes in his data, the Company shall not be liable for losses caused in connection with this.

4. The state and its bodies are not liable for the obligations of the Company, nor is the Company liable for the obligations of the state and its bodies.

ARTICLE 4. PURPOSE AND SUBJECT OF ACTIVITY

1. The company was created with the aim of satisfying public needs for its products, works, services and sales based on the profits received from the social and economic interests of its shareholders and employees.

2. The types of activities of the Company are:

3. The Company has the right to carry out any other types of activities not prohibited by the current legislation of the Russian Federation.

4. For types of activities subject to licensing, the Company receives licenses in accordance with the current legislation of the Russian Federation, and can engage in these types of activities only after receiving the appropriate licenses.

ARTICLE 5. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS OF THE COMPANY

1. A shareholder of the Company has the right:

  • receive information about the activities of the Company in accordance with the requirements of current legislation;
  • get acquainted with the Company’s documents in accordance with the requirements of current legislation;
  • alienate his shares without the consent of other shareholders of the Company in compliance with the requirements of current legislation and the Charter of the Company;
  • demand that an entry be made in the register of shareholders no later than three days from the date of provision of title documents for shares and other documents provided for by law, and in case of refusal, appeal the actions of the registrar in court;
  • appeal to the court decisions made by the General Meeting of Shareholders in violation of the requirements of the current legislation, the Charter of the Company, if he did not take part in the General Meeting of Shareholders or voted against such a decision and the said decision violated his rights and legitimate interests;

2. Each ordinary share of the Company provides the shareholder - its owner with the same amount of rights.

A shareholder who owns ordinary shares of the Company has the right:

  • participate in the General Meeting of Shareholders with the right to vote on all issues within its competence;
  • to receive dividends, and in the event of liquidation of the Company - part of its property;
  • elect or be elected to the management and control bodies of the Company;
  • require the Company to repurchase all or part of its shares in the manner prescribed by current legislation in the following cases:
    • reorganization of the Company or completion of a major transaction, the decision on approval of which is made by the General Meeting of Shareholders, if it voted against the decision on its reorganization or completion of the specified transaction or did not take part in voting on these issues;
    • introducing amendments and additions to the Charter of the Company or approving the Charter of the Company in a new edition, limiting their rights, if he voted against the adoption of the relevant decision or did not take part in the voting.
  • receive from the Company's management bodies the necessary information on all issues included in the agenda of the General Meeting;
  • as well as other rights provided for by current legislation.

3. A shareholder who owns preferred shares does not have the right to vote at the General Meeting of Shareholders, except in cases established by current legislation.

Preferred shares of the Company of the same type provide shareholders - their owners with the same amount of rights.

The owner of preferred registered shares has the right:

  • require conversion of preferred shares into common shares;
  • participate in the General Meeting of Shareholders with the right to vote when resolving issues on the reorganization and liquidation of the Company;
  • participate in the General Meeting of Shareholders with the right to vote on all issues within its competence, starting from the meeting following the annual General Meeting of Shareholders, at which, regardless of the reasons, no decision was made on the payment of dividends or a decision was made on incomplete payment of dividends on preferred shares. The right of shareholders who own preferred shares to participate in the General Meeting of Shareholders terminates from the moment of the first payment of dividends on these shares in full;
  • in the event of liquidation of the Company, receive accrued but unpaid dividends, as well as a liquidation value in the amount of ***% of the par value of preferred shares;
  • as well as other rights provided for by current legislation.

4. The shareholder is obliged:

  • comply with the provisions and fulfill the obligations stipulated by the constituent documents and decisions of the General Meeting, fulfill the obligations assumed to the Company;
  • promptly inform the holder of the register of shareholders of the Company about changes in their data;
  • not to disclose confidential information about the activities of the Company;

5. Shareholders are not liable for the obligations of the Company and bear the risk of losses associated with its activities, within the limits of the value of the shares they own.

6. Shareholders who have not fully paid for the shares bear joint liability for the obligations of the Company to the extent of the unpaid portion of the value of the shares they own.

ARTICLE 6. AUTHORIZED CAPITAL OF THE COMPANY

1. The authorized capital of the Company is made up of the par value of the Company shares acquired by shareholders.

2. The authorized capital of the Company is *** rubles and consists of:

  • *** ordinary registered uncertificated shares with par value * ruble. State registration number of the issue ***.
  • *** preferred registered uncertificated shares with par value * ruble. State registration number of the issue ***.

3. In addition to placed shares, the Company has the right to place *** ordinary registered shares with a par value of * ruble (authorized shares), which have the rights granted to ordinary registered shares of the Company.

ARTICLE 7. INCREASE AND DECREASE OF AUTHORIZED CAPITAL

1. The authorized capital of the Company may be increased by increasing the par value of shares or placing additional shares.

2. The decision to increase the Authorized Capital of the Company is made by the General Meeting of Shareholders.

3. The authorized capital of the Company may be reduced by reducing the par value of outstanding shares or reducing their total number, including by acquiring a portion of the shares, in cases provided for by current legislation.

4. The decision to reduce the authorized capital of the Company by reducing the par value of shares or by acquiring part of the shares in order to reduce their total number is made by the General Meeting of Shareholders.

5. Within 30 days from the date of the decision to reduce its Authorized Capital, the Company notifies the Company’s creditors in writing about the reduction of the Authorized Capital and its new size, and also publishes this decision in a printed publication intended for the publication of data on state registration of legal entities. In this case, the Company's creditors have the right, within 30 days from the date of sending them a notice or within 30 days from the date of publication of a message about the decision made, to demand in writing the early termination or fulfillment of the relevant obligations of the Company and compensation for losses.

ARTICLE 8. PLACEMENT OF SHARES BY THE COMPANY. PURCHASE AND REDEMPTION OF PLACED SHARES BY THE COMPANY. CONVERSION OF PREFERRED SHARES. PROCEDURE FOR EXERCISING THE PREFERENCE RIGHT TO PURCHASE SHARES.

1. The company has the right to place additional shares through private subscription and conversion. In the event of an increase in the Company's authorized capital at the expense of its property, the Company must place additional shares by distributing them among shareholders.

2. Payment for additional shares of the Company placed by subscription is carried out at a price determined by the Board of Directors of the Company in accordance with the requirements of current legislation.

3. Shareholders of the Company who voted against or did not participate in voting on the placement of shares through a private subscription have a preemptive right to purchase additional shares placed through a private subscription in an amount proportional to the number of shares of this category owned by them. This right does not apply to the placement of shares if shareholders have the opportunity to purchase a whole number of placed shares in proportion to the number of shares of the corresponding category they own.

4. The Company has the right to acquire shares placed by it by decision of the General Meeting of Shareholders to reduce the Authorized Capital of the Company by acquiring part of the placed shares in order to reduce their total number, which are redeemed upon their acquisition.

5. The Company has the right to acquire shares placed by it by decision of the Board of Directors of the Company. Shares acquired by the Company do not provide voting rights, are not taken into account when counting votes, and no dividends are accrued on them. Such shares must be sold at their market value no later than one year from the date of their acquisition.

6. The decision to convert preferred shares into ordinary shares is made by the General Meeting of Shareholders upon the proposal of the Board of Directors of the Company.

7. Shareholders of the Company enjoy the preemptive right to purchase shares of the Company sold by other shareholders of the Company at the price offered to a third party. The seller of shares has the right, at his discretion, to sell them to one or divide them among several shareholders.

The company has a pre-emptive right to purchase shares sold by its shareholders if the shareholders have not exercised their pre-emptive right to purchase shares.

A shareholder of the Company who intends to sell his shares to a third party is obliged to notify in writing the other shareholders of the Company and the Company itself, indicating the price and other conditions for the sale of shares. Notification of the Company's shareholders is carried out through the Company at the expense of the shareholder intending to sell his shares.

If the shareholders of the Company and (or) the Company do not exercise the pre-emptive right to acquire all shares offered for sale within one month from the date of such notification, the shares may be sold to a third party at the price and on the terms communicated to the Company and its shareholders . The period for exercising the preemptive right is terminated if, before its expiration, written statements on the use or refusal to use the preemptive right are received from all shareholders of the Company.

When selling shares in violation of the preemptive right of acquisition, any shareholder of the Company and (or) the Company has the right, within three months from the moment when the shareholder or the Company learned or should have learned of such a violation, to demand in court the transfer of the rights and obligations of the buyer to them.

The assignment of the said preemptive right is not permitted.

ARTICLE 9. FUNDS OF THE SOCIETY

1. A reserve fund is created in the Company in the amount of *% of the Authorized Capital of the Company.

2. The Company's reserve fund is formed by mandatory annual contributions in the amount of *% of the Company's net profit until the established amount is reached.

3. The Company's reserve fund is intended to cover its losses, as well as to repurchase the Company's shares in the absence of other funds, and cannot be used for other purposes.

4. The Company has the right to create other funds in addition to the Reserve Fund. The procedure for the formation, use and determination of the amount of contributions to these funds is determined by the decision of the Board of Directors. The funds' resources are fully owned by the Company.

ARTICLE 10. GENERAL MEETING OF SHAREHOLDERS

1. The highest management body of the Company is the General Meeting of Shareholders.

2. The competence of the General Meeting of Shareholders includes the following issues:

A. introducing amendments and additions to the Charter of the Company or approval of the Charter of the Company in a new edition;

b. reorganization of the Company;

V. liquidation of the Company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;

G. determination of the quantitative composition of the Board of Directors of the Company, election of its members and early termination of their powers;

d. determination of the quantity, par value, category (type) of authorized shares and the rights granted by these shares;

e. increase in the authorized capital of the Company;

and. reduction of the Company's authorized capital by reducing the par value of shares, by acquiring a portion of shares by the Company in order to reduce their total number, as well as by redeeming shares acquired or repurchased by the Company;

h. election of members of the Audit Commission (Inspector) of the Company and early termination of their powers;

And.

To. approval of annual reports, annual financial statements, including profit and loss statements (profit and loss accounts) of the Company, as well as distribution of profits, including payment (declaration) of dividends, and losses of the Company based on the results of the financial year;

l. determining the procedure for conducting the General Meeting of Shareholders;

m. election of members of the counting commission and early termination of their powers;

n. splitting and consolidation of shares;

O. making decisions on the approval of transactions in which there is an interest, in cases provided for by current legislation, if:

  • the subject of a transaction or several interrelated transactions is property, the value of which, according to the accounting data (offer price of the acquired property) of the Company, is 2 or more percent of the book value of the Company’s assets according to its accounting reports as of the last reporting date;
  • a transaction or several related transactions are a placement by subscription or sale of shares constituting more than 2% of ordinary shares previously placed by the company;

P. making decisions on the approval of major transactions, the subject of which is property whose value is:

  • over 50% of the book value of the Company's assets determined according to the financial statements as of the last reporting date;
  • from 25 to 50% of the book value of the Company's assets, if the Board of Directors has not reached unanimity on the issue of concluding such a transaction and the issue of its conclusion has been submitted by the Board of Directors to the decision of the General Meeting of Shareholders;

R. acquisition by the Company of outstanding shares in cases established by law;

With. making decisions on participation in holding companies, financial and industrial groups, associations and other associations of commercial organizations;

T. approval of internal documents regulating the activities of the Company's bodies;

u. resolving other issues provided for by current legislation.

Issues within the competence of the General Meeting of Shareholders cannot be transferred for decision to the Board of Directors of the Company, with the exception of issues provided for by current legislation.

Issues within the competence of the General Meeting of Shareholders cannot be referred to the executive body of the Company for decision.

Solutions to issues b,f,n-t are adopted by the General Meeting of Shareholders only upon proposal of the Board of Directors of the Company.

3. General meetings of shareholders may be annual or extraordinary.

The Annual General Meeting of Shareholders is held annually no earlier than two months and no later than six months after the end of the Company’s financial year. At the annual General Meeting of Shareholders the following issues are resolved:

  • election of the Board of Directors of the Company, the Audit Commission (auditor) of the Company;
  • approval of the Company's auditor;
  • approval of the Company's annual report, annual financial statements, incl. profit and loss statements of the Company, as well as distribution of profits, incl. payment (declaration) of dividends and losses of the Company based on the results of the financial year;
  • other issues within the competence of the General Meeting of Shareholders and included in the agenda of the meeting in compliance with the necessary procedures.

General meetings of shareholders held in addition to the annual meeting are extraordinary. Extraordinary General Meetings of Shareholders are held by decision of the Board of Directors on the basis of its own initiative, the request of the auditor, the audit of the Company or the shareholder (shareholders) who owns at least 10 percent of the voting shares of the Company as of the date of presentation of the request. The convening of an extraordinary General Meeting of Shareholders at the request of the Company's auditor, the Company's auditor or a shareholder (shareholders) who owns at least 10 percent of the Company's voting shares is carried out by the Company's Board of Directors and is carried out within the time limits established by current legislation.

4. Notification of the General Meeting is carried out by publishing information on the official website of the Company on the Internet: ***, which must contain all the necessary information provided for by the current legislation of the Russian Federation.

5. The General Meeting of Shareholders is presided over by the Chairman of the Board of Directors, and in his absence - by one of the members of the Board of Directors.

6. To verify the powers and registration of persons participating in the General Meeting of Shareholders, determine the quorum of the General Meeting of Shareholders, count votes and summarize voting results, a Counting Commission is created. The functions of the Counting Commission are performed by the Registrar (Registrar) of the Company. The adoption of a decision by the general meeting of shareholders of the Company and the composition of the Company's shareholders present at its adoption are confirmed by certification by the person maintaining the register of shareholders of the Company and performing the functions of the counting commission.

7. The General Meeting of Shareholders is valid (has a quorum) if it was attended by shareholders who collectively own more than half of the votes of the company’s outstanding voting shares.

Those who took part in the general meeting of shareholders are considered to be those shareholders who registered to participate in it, including on the website indicated in the notice of the general meeting of shareholders on the Internet, as well as shareholders whose ballots have been received or the electronic form of whose ballots has been filled out on the website specified in such a message on the Internet information and telecommunications network no later than two days before the date of the general meeting of shareholders.

Shareholders whose ballots have been received or whose electronic form of ballots have been filled out on the website specified in the notice of the general meeting of shareholders on the Internet before the deadline for accepting ballots are considered to have taken part in a general meeting of shareholders held in the form of absentee voting.

Shareholders who, in accordance with the rules of the legislation of the Russian Federation on securities, have given voting instructions (instructions) to the persons responsible for recording their rights to shares, are also considered to have taken part in the general meeting of shareholders, if notifications of their expression of will are received no later than two days before the date holding a general meeting of shareholders or before the deadline for accepting ballots when holding a general meeting of shareholders in the form of absentee voting.

If there is no quorum for holding a General Meeting of Shareholders, a repeat General Meeting of Shareholders is held with the same agenda. A repeated General Meeting of Shareholders is valid (has a quorum) if it was attended by shareholders holding in the aggregate no less than 30% of the votes of the Company's outstanding voting shares.

8. The General Meeting of Shareholders does not have the right to make decisions on issues not included in the agenda of the meeting, or to change the agenda.

10. Solutions to issues a-c,d,r, as well as on other issues provided for by current legislation, are adopted by the General Meeting of Shareholders with a 3/4 majority vote of shareholders-owners of voting shares participating in the General Meeting of Shareholders.

On other issues, decisions are made by a majority vote of shareholders-owners of voting shares participating in the meeting, unless the need for a larger number of votes to make such a decision is provided for by current legislation.

11. The decision of the General Meeting of Shareholders may be adopted without holding a meeting by absentee voting. The General Meeting of Shareholders, the agenda of which includes issues on the election of the Board of Directors, the Audit Commission (Inspector), approval of the company's auditor, as well as issues provided for in paragraphs. " To "Clause 2 of this article cannot be carried out in the form of absentee voting.

Shareholders whose ballots were received before the deadline for accepting ballots are considered to have taken part in the General Meeting of Shareholders held in the form of absentee voting.

12. Based on the voting results, the counting commission, no later than 3 (three) days after the closing of the General Meeting of Shareholders or the end date for accepting ballots when holding a General Meeting of Shareholders in the form of absentee voting, draws up a protocol on the voting results.

13. Decisions adopted by the General Meeting of Shareholders, as well as voting results, are announced at the General Meeting of Shareholders during which voting was held, or brought to the attention of shareholders no later than 10 days after drawing up a protocol on voting results in the form of a report on voting results in the manner prescribed for notification of the General Meeting of Shareholders.

14. Within the time limits provided for by the current legislation, after the closing of the General Meeting of Shareholders, a protocol is drawn up in two copies, which is signed by the chairman and secretary of the meeting.

15. Decisions of the General Meeting made in violation of the current legislation or this Charter are invalid.

16. A shareholder has the right, within six months from the day when he learned or should have known, to appeal to the court a decision made by the General Meeting of Shareholders in violation of the requirements of the current legislation and the Charter of the Company, if he did not take part in the General Meeting of Shareholders or voted against such a decision and this decision violated his rights and legitimate interests.

1. The Board of Directors of the Company exercises general management of the Company’s activities, with the exception of resolving issues within the competence of the General Meeting of Shareholders.

The number of members of the Board of Directors is * (***) people.

2. The following issues fall within the competence of the Board of Directors of the Company:

A. determination of priority areas of the Company’s activities, as well as approval of plans for financing long-term development programs;

b. convening annual and extraordinary General Meetings of Shareholders of the Company, except for cases when, in accordance with the law, the General Meeting of Shareholders can be convened in a different manner;

V. approval of the agenda of the General Meeting of Shareholders;

G. determining the date for compiling the list of shareholders entitled to participate in the General Meeting and resolving other issues related to the preparation and holding of the General Meeting of Shareholders;

d. placement by the Company of bonds and other securities in cases provided for by current legislation;

e. determining the price (monetary valuation) of property, the price of placement and redemption of issue-grade securities in cases provided for by current legislation;

and. acquisition of shares, bonds and other securities placed by the Company in cases provided for by current legislation;

h. appointment of the General Director, Deputy General Director for Production, Financial Director, Chief Accountant and early termination of their powers; approval of the terms of their employment contracts signed by the Chairman of the Board of Directors; approval of candidates for Deputy General Directors and heads of departments at the proposal of the General Director;

And. submitting for decision to the General Meeting of Shareholders the issues provided for in paragraphs. " b,f,n-t "Clause 2 of the article 10 this Charter;

m. use of reserve and other funds of the Company;

n. approval of internal documents of the Company, with the exception of internal documents, the approval of which falls within the competence of the General Meeting of Shareholders;

O. creation of branches and opening of representative offices of the Company, appointment of their managers;

P. making a decision on the Company's participation in other organizations, except for the cases provided for in paragraphs. " With "Clause 2 of Art. 10 this Charter;

R. making decisions on concluding transactions related to the acquisition, alienation or possibility of alienation by the Company, directly or indirectly, of rights to land plots and property, the value of which is up to 25% of the book value of the Company’s assets as of the date of the decision to complete the transaction;

With. preliminary approval of major transactions related to the acquisition, alienation or possibility of alienation by the Company, directly or indirectly, of property, the subject of which is property whose value ranges from 25% to 50% of the book value of the Company’s assets determined according to the financial statements as of the last reporting date;

i. approval of transactions in which there is an interest;

u. approval of the Company's registrar and the terms of the agreement with him, as well as termination of the agreement with him;

f. other issues within its competence by current legislation and this Charter.

Issues within the competence of the Board of Directors of the Company cannot be transferred for decision to the Executive Body of the Company.

3. Members of the Board of Directors of the Company are elected by the annual General Meeting of Shareholders in the manner prescribed by this Charter for the period until the next annual General Meeting of Shareholders. If the annual General Meeting of Shareholders was not held within the time limits established by this Charter, the powers of the Board of Directors of the Company are terminated, with the exception of the powers to prepare, convene and hold the annual General Meeting of Shareholders.

Persons elected to the Board of Directors of the Company may be re-elected an unlimited number of times.

4. Only an individual can be a member of the Board of Directors of the Company. A member of the Board of Directors of the Company may not be a shareholder of the Company.

5. The Chairman of the Board of Directors of the Company is elected by members of the Board of Directors of the Company from among them.

The Chairman of the Board of Directors of the Company organizes its work, convenes meetings of the Board of Directors of the Company and presides over them.

In the absence of the Chairman of the Board of Directors of the Company, his functions are performed by one of the members of the Board of Directors of the Company by decision of the Board of Directors of the Company.

The Board of Directors of the Company elects (appoints) the Secretary of the Board of Directors, who keeps minutes of meetings of the Board of Directors.

6. A meeting of the Board of Directors of the Company is convened by the Chairman of the Board of Directors on his own initiative, at the request of a member of the Board of Directors, the audit commission (auditor) of the Company or the auditor of the Company, the General Director.

7. The quorum for holding a meeting of the Board of Directors of the Company must be at least 3/4 of the number of elected members of the Board of Directors of the Company.

In the event that the number of members of the Board of Directors becomes less than a quorum, the Company convenes an extraordinary General Meeting of Shareholders to elect a new Board of Directors.

Decisions at a meeting of the Board of Directors are made if at least 5 members of the Board of Directors participating in the meeting vote for them, unless the need for a larger number of votes to make such a decision is provided for by current legislation.

The Board of Directors of the Company has the right to make decisions by absentee voting (by poll).

When determining the presence of a quorum and voting results, the written opinion of a member of the Board of Directors of the Company who is absent at a meeting of the Board of Directors of the Company on issues on the agenda is taken into account.

Each member of the Company's Board of Directors has one vote. The transfer of a vote by one member of the Board of Directors of the Company to another person is not permitted.

8. At a meeting of the Board of Directors of the Company, minutes are kept, which are drawn up no later than 3 days after it is held. The minutes of the meeting of the Board of Directors of the Company are signed by the chairman of the meeting and the secretary.

9. The Board of Directors holds meetings as necessary.

The order of holding meetings and the voting procedure is determined by the Board of Directors.

ARTICLE 12. GENERAL DIRECTOR OF THE COMPANY

1. Management of the current activities of the Company is carried out by the sole executive body of the Company - the General Director of the Company.

2. The General Director is appointed by the Board of Directors of the Company for a period of * one year.

3. The competence of the General Director of the Company includes all issues of management of the current activities of the Company, with the exception of issues within the competence of the General Meeting of Shareholders and the Board of Directors of the Company.

4. The General Director organizes the implementation of decisions of the General Meeting of Shareholders and the Board of Directors of the Company.

The General Director of the Company, without a power of attorney, acts on behalf of the Company, including representing its interests, making transactions on behalf of the Company, approving staff, issuing orders and giving instructions that are binding on all employees of the Company.

5. The rights and obligations of the General Director to manage the current activities of the Company are determined by the current legislation of the Russian Federation and the agreement (contract) concluded with the Company.

The agreement on behalf of the Company is signed by the chairman of the Board of Directors of the Company or a person authorized by the Board of Directors of the Company.

6. The General Director is responsible for the organization, condition and reliability of accounting in the Company, timely submission of the annual report and other financial statements to the relevant authorities, as well as information about the activities of the Company presented to shareholders, creditors and the media.

7. The General Director is not a shareholder of the Company and is not a member of the Board of Directors of the Company.

8. The General Director is accountable to the Board of Directors and the General Meeting of Shareholders.

9. During the absence of the General Director (vacation, business trip, illness), his duties are performed by the Deputy General Director for Production.

ARTICLE 13. CONTROL OVER FINANCIAL AND ECONOMIC ACTIVITIES.

1. To exercise control over the financial and economic activities of the Company, the General Meeting of Shareholders elects an Auditor of the Company.

2. The Company's auditor cannot simultaneously be the Chairman of the meeting, a member of the Board of Directors or the General Director.

3. An inspection (audit) of the financial and economic activities of the Company is carried out based on the results of the Company’s activities for the year, as well as at any time on the initiative of the Company’s auditor, a decision of the General Meeting of Shareholders or at the request of a shareholder (shareholders) who collectively own at least 10% of the voting power shares of the Company.

4. At the request of the Company's auditor, persons holding positions in the Company's management bodies are required to submit documents on the financial and economic activities of the Company.

5. The Audit Commission (auditor) has the right to demand the convening of an extraordinary General Meeting of Shareholders in cases provided for by law.

6. The auditor of the Company may be a citizen or an audit organization that has the appropriate license. The auditor carries out audits of financial and economic activities in accordance with the legislation of the Russian Federation on the basis of an agreement concluded with the auditor.

7. The Company's auditor is approved by the General Meeting of Shareholders. The amount of payment for the auditor's services is determined by the Board of Directors.

8. Based on the results of the audit of financial and economic activities, the Audit Commission (Inspector) or the Company’s auditor draws up a conclusion.

ARTICLE 14. ACCOUNTING AND REPORTING. COMPANY DOCUMENTS.

1. The Company carries out accounting, operational and statistical accounting and reporting in the manner determined by the legislation of the Russian Federation.

2. The Company stores documents at the location of the executive body of the Company in the manner and within the time limits established by current legislation.

3. The company provides shareholders with access to the following documents:

  • agreement on the establishment of the Company;
  • Charter of the Company, amendments and additions made to the Charter of the Company, registered in the prescribed manner, decision on the establishment of the Company, documents on state registration of the Company;
  • documents confirming the Company's rights to property on its balance sheet;
  • internal documents of the Company;
  • regulations on the branch or representative office of the Company;
  • annual reports;
  • accounting documents;
  • accounting documents;
  • minutes of General Meetings of Shareholders, meetings of the Board of Directors of the Company, the Audit Commission (auditor) of the Company;
  • voting ballots, as well as powers of attorney (copies of powers of attorney) for participation in the General Meeting of Shareholders;
  • reports of independent appraisers;
  • lists of affiliated persons of the Company;
  • lists of persons entitled to participate in the General Meeting of Shareholders, entitled to receive dividends, as well as other lists compiled by the Company for the exercise of their rights by shareholders in accordance with the requirements of current legislation;
  • conclusions of the audit commission (auditor) of the Company, the auditor of the Company, state and municipal financial control bodies;
  • prospectuses, quarterly reports of the issuer and other documents containing information that is subject to publication or disclosure in any other way in accordance with current legislation;

Shareholders (shareholders) who in aggregate hold at least 25% of the Company's voting shares have the right to access accounting documents.

5. At the request of a shareholder, documents are provided within seven days from the date of presentation of the corresponding request at the premises of the Executive Body of the Company. At the request of persons entitled to access documents, the Company provides them with copies of these documents for a fee. The fee is the cost of making copies of documents.

6. The Company, in order to implement state, economic and tax policies, is responsible for the safety of documents (managerial, financial and economic, personnel, etc.), ensures the transfer to state storage of documents of scientific and historical significance.

ARTICLE 15. LIQUIDATION AND REORGANIZATION OF THE COMPANY

1. The company is liquidated and reorganized in cases and in the manner provided for by current legislation.

ARTICLE 16. CHANGES, ADDITIONS, NEW EDITION OF THE CHARTER

Changes and additions to the Charter of the Company or the Charter of the Company in the new edition become valid for third parties from the moment of their state registration, and in cases provided for by current legislation, from the moment of notification of the body carrying out state registration.

This version of the Charter comes into force from the moment of state registration.

The charter of a joint stock company (joint stock company) includes an exhaustive list of information on the procedure for the company to carry out its activities. The reader will learn about what data is included in the charter from the article below.

Regulatory provisions governing the requirements for the charter of a joint stock company in 2017-2018

The charter of a joint-stock company is a constituent document that determines the procedure for the activities of a joint-stock company (clause 3 of article 98 of the Civil Code of the Russian Federation).

The rules for drafting and requirements for it are contained in various legal norms, in particular:

  • Art. 52, 98 Civil Code of the Russian Federation;
  • Art. 11 of the Law “On Joint Stock Companies” dated December 26, 1995 No. 208-FZ.

The above acts regulate:

  • mandatory requirements for the charter;
  • additional (alternative, optional) requirements for the document.

IMPORTANT! Due to the requirements of paragraph 3 of Art. 11 Federal Law No. 208, the charter may include information that is not directly indicated in regulations either as mandatory or optional. The main rule is that any information contained in the charter must not contradict current legislation.

Mandatory information that must be reflected in the charter

The following data are mandatory for inclusion in the constituent document of a JSC (clause 3 of Article 11, Article 27, clause 2 of Article 32 of Federal Law No. 208):

  • name of company;
  • its location;
  • information about shares that are placed in the joint-stock company;
  • information about the authorized capital;
  • procedure for holding a general meeting;
  • the amount of dividends and (or) the cost that must be paid upon liquidation of the JSC on preferred shares.

IMPORTANT! Various federal laws may provide for other provisions that must be included in the charter of a joint stock company engaged in certain types of activities. In particular, we are talking about the media, banking organizations, and investment funds.

Inclusion in the charter of information about the name of the JSC

For all business companies, which include joint-stock companies, information about their name is required to be included in the charter (Clause 1, Article 54 of the Civil Code of the Russian Federation). In addition, commercial companies must have company names.

Before the company name, the organizational form of the company must be indicated, for example: joint stock company “People's Adviser”. If the JSC is public, it is necessary to indicate this in the name, for example: PJSC “People's Advisor” (clause 1 of Article 97 of the Civil Code of the Russian Federation).

The basic requirements for names are as follows:

  • The words Russia, Russian Federation and derivatives from them cannot be included in the name, unless otherwise specified in laws, Presidential decrees, Government resolutions or special permission.
  • Full and abbreviated names of government agencies cannot be used in the title.

At the regional level, rules for using the official name of the entity in the name of the joint stock company may be established.

Inclusion in the charter of information about the location of the joint-stock company

The JSC operates at the place of registration. It is enough to reflect the locality (for example, Moscow) in the charter (clause 2 of Article 54 of the Civil Code of the Russian Federation). Registration is carried out at the location of the executive body of the JSC.

IMPORTANT! It is recommended not to indicate in the charter the full address of the location of the JSC (for example, Moscow, Devyaty Val St., 1241, office 1). In this case, when moving, you will have to change the charter and then register the changes. If only a locality is indicated, there will be no need to make changes to the charter when moving within one locality.

If you decide to indicate the full address of the JSC, you need to pay attention to the following points:

  • it must really exist (the building must be constructed and function);
  • it is necessary to avoid specifying “mass registration” addresses;
  • You cannot use the addresses of government agencies, military units, etc.

Differences between the charters of non-public and public joint stock companies for 2017-2018

The charter must indicate whether the JSC is public or not (Clause 1, Article 7 of Federal Law No. 208). For public joint stock companies, it is assumed that shares can be freely acquired in the manner established by securities legislation. This is the main difference between such JSCs and non-public ones - shares of non-public JSCs cannot be acquired by an unlimited number of persons.

For example, if the JSC is public, the charter states the following wording: “JSC People's Adviser is a public joint-stock company.” The opposite wording must be indicated in the charter of a non-public JSC.

The charter of a public joint-stock company may also stipulate that the company has a board of directors, which is one of the management bodies (clause 3.1 of article 11 of Federal Law No. 208).

Reflection in the charter of information about the shares of the joint-stock company, the rights and obligations of its participants, the amount of the authorized capital

The charter must indicate the parameters of the shares, in particular:

  • their number;
  • nominal cost;
  • an indication of which shares are ordinary and which are preferred;
  • if there are different types of preferred shares, it is necessary to describe each of them.

The constituent document may also contain optional information, in particular, restrictions on the maximum number of shares, their value, and the maximum number of votes per shareholder (Clause 3, Article 11 of Federal Law No. 208).

The charter must also contain information about the rights and obligations of the JSC participants. They are listed both in the Civil Code of the Russian Federation and in various articles of Federal Law No. 208.

For example, participants have the right:

  • receive dividends;
  • manage the JSC in the manner prescribed by law and the charter;
  • obtain the necessary information about the joint-stock company and familiarize yourself with the documents;
  • receive part of the property if the JSC is liquidated (after settlements with creditors).

Participants are obliged, in particular:

  • pay for shares;
  • avoid actions that will harm the JSC;
  • not to disclose information about the activities of the JSC that is confidential.

The charter must necessarily reflect the size of the authorized capital of the joint-stock company. For public joint-stock companies it is equal to 100,000 rubles, and for non-public joint-stock companies - 10,000 rubles.

Inclusion in the charter of information about the management bodies of the joint-stock company. Sample charter of a joint stock company

What information the charter reflects regarding the management bodies of a joint-stock company depends on the structure of the joint-stock company.

The following may be found in the charter:

  • Information about the sole executive body. By virtue of paragraph 1 of Art. 69 Federal Law No. 208, this body manages the activities of the JSC. The term and procedure for electing the body, its powers, rights and obligations are prescribed. A JSC has an interesting feature, which is that the sole executive body can be several persons who act together.
  • Information about the collegial body, if one is created. Its composition, the number of participants, their rights and obligations, term of office, and election procedure are prescribed.
  • Information about the board of directors, if one is created. Such a body is required to act if the JSC has more than 50 shareholders.
  • Information about the audit commission, if one is created.

A sample charter of a public joint-stock company can be downloaded from the link.

This is a fairly detailed sample; it contains all the necessary information about a public joint-stock company that must be provided in the constituent document. This charter is most suitable for joint-stock companies in which the general meeting of shareholders acts as the governing body, and there is also a sole executive body in the form of a general director.

Results

Thus, the legislation not only imposes various mandatory requirements on the charter of a joint-stock company, but also gives shareholders a certain freedom of action in preparing its provisions. The only rule is that all provisions of the charter must not contradict current legislation.

This form can be printed from the MS Word editor (in page layout mode), where the viewing and printing options are set automatically. To go to MS Word, click the button.

For more convenient filling out the form in MS Word is presented in a revised format.

Approximate form


APPROVED
General meeting of shareholders
Joint stock company
"________________"
Protocol N ____
from "__" ____________ ____

CHARTER
Joint stock company
"________________"

Joint Stock Company "________________" (hereinafter referred to as the "Company") was established in accordance with the Civil Code of the Russian Federation and other current regulatory legal acts of the Russian Federation.

The Company operates on a commercial basis with the aim of generating profit for its shareholders.



Joint Stock Company "________________" is a non-public company.

Option:

The Company has a seal containing its full corporate name in Russian and an indication of its location.

or:

The Company has the right to have stamps and forms with its name, its own emblem, as well as a trademark registered in the prescribed manner and other means of individualization.


Article 1. Name and location of the company

Article 1. Name and location of the company

1.1. The full corporate name of the Company in Russian is Joint Stock Company "________________"; The abbreviated corporate name of the Company in Russian is JSC "________________".

1.2. Location of the Company: (full address provided). The location of the Company is determined by the place of its state registration.

Article 2. Legal status of the company

2.1. The company is considered created as a legal entity from the moment of its state registration in the manner prescribed by federal laws.

The company is created without a term limit.

2.2. The company is a legal entity and owns separate property, which is accounted for on its independent balance sheet; it can, in its own name, acquire and exercise property and personal non-property rights, bear responsibilities, and be a plaintiff and defendant in court.

The company is liable for its obligations with all its property.

2.3. The company is not liable for the obligations of its shareholders.

Article 3. Goals and activities of the company

3.1. The purpose of the Company's activities is to generate profit.

3.2. The main activities of the Company are: ________________.

3.3. The Company may engage in certain types of activities, the list of which is determined by federal laws, only on the basis of a special permit (license).

If the conditions for granting a special permit (license) to engage in a certain type of activity provide for the requirement to engage in such activity as exclusive, then the Company during the period of validity of the special permit (license) does not have the right to carry out other types of activities, with the exception of the types of activities provided for by the special permit (license). ) and related ones.

Article 4. Authorized capital and shares of the company

4.1. The authorized capital of the Company is made up of the par value of the Company's shares acquired by shareholders.

To ensure the activities of the Company, an authorized capital has been formed in the amount of ____________ (____________) rubles. The authorized capital of the Company is divided into ____________ (____________) ordinary registered uncertificated/certified shares with a par value of ____________ (____________) rubles each.

4.2. When establishing the Company, all its shares must be distributed among the founders.

4.3. The Company's shares distributed upon its establishment must be fully paid within a year from the date of state registration of the Company.

At least 50 percent of the Company's shares distributed upon its establishment must be paid for within three months from the date of state registration of the Company.

A share owned by the founder of the Company does not provide voting rights until it is paid in full.

In case of incomplete payment of shares within the period established by the first paragraph of this clause, the ownership of the shares, the placement price of which corresponds to the unpaid amount (the value of the property not transferred as payment for the shares), passes to the Company.

4.4. The authorized capital is paid in cash in the currency of the Russian Federation in the following order: ________________.

4.5. The monetary valuation of the non-monetary contribution to the authorized capital of the Company must be carried out by an independent appraiser. The Company's shareholders do not have the right to determine the monetary valuation of a non-monetary contribution in an amount exceeding the valuation amount determined by an independent appraiser. When contributing not cash, but other property to the authorized capital of the Company, the shareholder who made such payment, and the independent appraiser in the event of insufficiency of the Company's property, jointly and severally bear subsidiary liability for its obligations within the amount by which the valuation of the property contributed to the authorized capital is overestimated, in within five years from the date of state registration of the company or the introduction of appropriate amendments to the charter of the Company.

4.6. The Company has the right to place, in addition to the outstanding shares, ____________ ordinary registered shares with a nominal value of ____________ (____________) rubles each, with a total nominal value of ____________ (____________) rubles, which, after their placement, provide the same rights as the ordinary registered shares placed at the establishment of the Company.

4.7. The Company has the right to place additional shares and other issue-grade securities through subscription and conversion. In the event of an increase in the authorized capital of the Company at the expense of its property, the Company must place additional shares by distributing them among shareholders.

The Company does not have the right to place shares and issue-grade securities of the Company convertible into shares through open subscription or otherwise offer them for acquisition to an unlimited number of persons.

4.8. Payment for additional shares may be made in cash, securities, other things or property rights or other rights that have a monetary value. The form of payment for additional shares is determined by the decision on their placement.

The placement price of additional shares placed by subscription, or the procedure for determining it, must be contained in the decision to increase the authorized capital of the Company by placing additional shares, unless the said decision provides that such price or the procedure for determining it will be established by the Board of Directors of the Company no later than the start of the placement additional shares.

Additional shares may be paid for by offsetting monetary claims against the Company.

Additional shares and other issue-grade securities of the Company placed by subscription are placed subject to full payment.

4.9. Conversion of ordinary shares into preferred shares, bonds and other securities is not permitted.

Conversion of preferred shares into bonds and other securities, with the exception of shares, is not permitted

4.10. The authorized capital of the Company may be increased by increasing the par value of shares or issuing additional shares.

The decision to increase the authorized capital of the Company by increasing the par value of shares or by placing additional shares is made by the General Meeting of Shareholders of the Company.

4.11. An increase in the authorized capital of the Company by increasing the par value of shares is carried out only at the expense of the Company's property.

4.12. The amount by which the Company's authorized capital is increased at the expense of the Company's property must not exceed the difference between the value of the Company's net assets and the amount of the Company's authorized capital and reserve fund.

4.13. The authorized capital of the Company may be reduced by reducing the par value of shares or reducing their total number, including by purchasing part of the shares, in cases provided for by federal law.

4.14. The company does not have the right to reduce the authorized capital if, as a result of such a reduction, its size becomes less than the minimum amount of the authorized capital established in accordance with Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies”, as of the date of submission of documents for state registration of the relevant changes in the Charter, and in cases where, in accordance with Federal Law dated December 26, 1995 N 208-FZ “On Joint Stock Companies,” the Company is obliged to reduce its authorized capital - on the date of state registration of the Company.

4.15. The decision to reduce the authorized capital of the Company by reducing the par value of shares or by acquiring part of the shares in order to reduce their total number is made by the General Meeting of Shareholders of the Company.

4.16. Shareholders enjoy the preemptive right to purchase shares sold by other shareholders of the Company at the offer price to another person in proportion to the number of shares owned by each of them.

4.17. If shareholders have not exercised their preemptive right to purchase shares, the Company receives the preemptive right to purchase shares.

4.18. A shareholder of the Company who intends to sell his shares to a third party is obliged to notify in writing the other shareholders of the Company and the Company itself, indicating the price and other conditions for the sale of shares. Notification of the Company's shareholders is carried out through the Company. Notification of the Company's shareholders is carried out at the expense of the shareholder who intends to sell his shares.

If other shareholders have not exercised their pre-emptive right to purchase shares within ____________ days after sending them the relevant notice, the shareholder wishing to sell his shares must send a corresponding proposal to the Company. If within ____________ days thereafter the Company does not exercise its preemptive right, the shares may be sold to a third party at the price and on the terms that were communicated to the shareholders and the Company.

The period for exercising the preemptive right is terminated if, before its expiration, written statements on the use or refusal to use the preemptive right are received from all shareholders of the Company.

4.19. When selling shares in violation of the preemptive right of acquisition, any shareholder of the Company and (or) the Company has the right, within three months from the moment when the shareholder or the Company learned or should have learned of such a violation, to demand in court the transfer of the rights and obligations of the buyer to them.

4.20. The register of shareholders, in accordance with the law, is maintained by an independent organization that has a license provided for by law, determined by a decision of the Board of Directors of the Company (independent registrar).

Article 5. Shareholders of the company, their rights, duties, responsibilities

5.1. Shareholders of the Company have the right:

5.1.1. Receive their due part of the distributed profit (dividends) from the activities of the Company in the manner established by this Charter.

5.1.2. Receive information regarding the activities of the Company in the manner and volumes established by the Company, get acquainted with the accounting and other documentation of the Company.

5.1.3. To receive, in the event of liquidation of the Company, part of the property remaining after settlements with creditors, or its value;

5.1.4. Participate in the management of the Company in accordance with this Charter and the legislation of the Russian Federation.

5.1.5. Participate in General Meetings of Shareholders in person or through an authorized representative.

5.1.6. Make proposals for consideration by the General Meeting of Shareholders, the Board of Directors and other bodies of the Company.

5.1.7. Appeal decisions of the Company's bodies.

5.1.8. Demand, acting on behalf of the Company, compensation for losses caused to the Company.

5.1.9. To challenge, acting on behalf of the Company, transactions made by it on the grounds of violation by a representative or body of the Company of the conditions for the exercise of powers or interests of the Company, on the grounds provided for by the Federal Law of December 26, 1995 N 208-FZ “On Joint-Stock Companies”, and to demand the application of the consequences of their invalidity, as well as the application of the consequences of invalidity of the Company’s void transactions.

5.1.10. Conclude among themselves or with some shareholders an agreement on the exercise of their corporate (membership) rights (corporate agreement), according to which they undertake to exercise these rights in a certain way or to abstain (refuse) from exercising them, including voting in a certain way at the General Meeting shareholders, coordinately carry out other actions to manage the Company, acquire or alienate shares at a certain price or upon the occurrence of certain circumstances, or refrain from alienating shares until the occurrence of certain circumstances.

5.1.11. Exercise other rights in accordance with the legislation of the Russian Federation.

5.2. Shareholders are obliged:

5.2.1. Maintain the confidentiality of information about the activities of the Company in the manner established by the current legislation of the Russian Federation.

5.2.2. Notify the Company of any changes in addresses or passport data.

5.2.3. Participate in the formation of the Company’s property in the required amount in the manner, manner and within the terms provided for by Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies” and this Charter.

5.2.4. Participate in decision-making, without which the Company cannot continue its activities in accordance with the law, if such participation is necessary for making such decisions.

5.2.5. Not to commit actions that are deliberately aimed at causing harm to the Company, not to perform actions (inactions) that significantly complicate or make it impossible to achieve the goals for which the Company was created.

5.2.6. Take reasonable measures to notify other shareholders of the Company in advance of the intention to file claims for compensation for losses caused to the Company or invalidation of the corporation's transaction or application of the consequences of invalidity of the transaction to the court, as well as provide them with other information relevant to the case.

5.2.7. Comply with the provisions of this Charter.

Article 6. Branches and representative offices. Subsidiaries

6.1. The Company has the right to create representative offices and branches in the manner prescribed by the legislation of the Russian Federation.

6.1.1. A representative office is a separate division of the Company, located outside its location, representing the interests of the Company and protecting them.

6.1.2. A branch is a separate division of the Company, located outside its location and performing all or part of its functions, including the functions of a representative office.

6.1.3. Representative offices and branches are not legal entities. They are endowed with the property of the Company and act on the basis of provisions approved by the Company.

6.1.4. The heads of representative offices and branches are appointed by the Company and act on the basis of its power of attorney.

6.1.5. The creation by the Company of branches and the opening of representative offices outside the territory of the Russian Federation are also carried out in accordance with the legislation of the foreign state at the location of the branches and representative offices, unless otherwise provided by an international treaty of the Russian Federation.

6.2. Information about branches and representative offices (if there are branches and/or representative offices in the Company).

6.3. The Company has the right to have subsidiary business companies with the rights of a legal entity on the territory of the Russian Federation, created in accordance with Federal Law dated December 26, 1995 N 208-FZ “On Joint-Stock Companies” and other federal laws, and outside the territory of the Russian Federation - in accordance with the legislation of a foreign state at the location of the subsidiaries, unless otherwise provided by an international treaty of the Russian Federation.

Article 7. Management in society. General Meeting of Shareholders

7.1. Management and control bodies have been established in the Company.

7.1.1. Management bodies of the Company:

- General Meeting of Shareholders;

- Board of Directors (Supervisory Board);

- Board (Directorate);

- General Director (Director, Chairman).

7.1.2. The Company's control body is the Audit Commission.

7.2. The highest governing body of the Company is the General Meeting of Shareholders.

The competence of the General Meeting of Shareholders includes:

1) introducing amendments and additions to the Charter of the Company or approval of the Charter of the Company in a new edition;

2) reorganization of the Company;

3) liquidation of the Company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets;

4) determination of the quantitative composition of the Board of Directors of the Company, election of its members and early termination of their powers;

5) determination of the quantity, par value, category (type) of authorized shares and the rights granted by these shares;

6) increasing the authorized capital of the Company by increasing the par value of shares;

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The charter of a joint stock company is its only constituent document. It is approved upon the founding of the enterprise and contains basic information about it. Drawing up a charter is a prerequisite for state registration of a company; on its basis, the joint-stock company acts as a subject of tax, labor and any other legal relations. Note that since 2014, OJSC and CJSC have been transformed into public and non-public companies.

Charter of a joint stock company in 2019: content requirements

The purpose of the constituent document is to regulate the activities of the organization and the interaction of all its participants. The contents of the set of rules can be divided into two parts - general and special. The general part of the charter of an open joint-stock company is mandatory, the list of its points is regulated by the Federal Law “On JSC”:

  • name (full and abbreviated);
  • location;
  • type (public/non-public);
  • number of shares, their value, categories;
  • size of the authorized capital;
  • rights of company participants;
  • procedure for holding meetings and voting.

The special part of the document includes provisions that reflect the specifics of the enterprise. Thus, in the sample charter of a joint stock company in 2019, you can include: expanding the competence of the board of directors, the possibility of absentee voting.

Charter of a non-public joint stock company: features

The constituent document of the NPJSC contains a ban on the sale of shares of the enterprise at public auction. It may establish the right of shareholders to preemptively purchase shares.

Charter of a public joint stock company: main differences

The PJSC's set of rules establishes that the company's shares are publicly placed on the securities market - that is, anyone can purchase them. The charter of a public joint stock company must fully comply with the law in the clause on the management procedure. For example, issues considered by the general meeting cannot be referred to the board of directors or the executive body.

The form of the charter of a joint stock company may change during the organization’s activities. To add new items to the document, you need to hold a meeting of shareholders and vote for innovations (¾ of the vote is enough). Changes should be registered with the tax office - only after they are entered into the Unified State Register of Legal Entities, the new rules will acquire legal force.

We invite you to download the charter of the joint stock company, current for 2019. To receive a finished document, answer the questions in the questionnaire and complete the template with information about your company. We guarantee that with the help of our designer you will create a legally competent set of rules for JSC.

In connection with the emergence of non-public joint stock companies, there has been a stir regarding their creation. Thanks to the introduction of amendments to the Civil Code of Russia in 2014. But in order to found such a community, you need to understand the drafting of the charter of such a company.

Features and essence of the document

Since 2014, instead of open and closed societies, two terminologies have been introduced in Russia - this and. Depending on what kind of company is created, its charter is prescribed. The main essence and difference of joint stock companies is as follows:

  • Public– the company’s shares are put on the market and anyone can purchase securities. Thus, he can invest in the company and make a profit in the future.
  • Non-public– companies of this type have a specific joint stock company. This is a closed circle of up to 50 people who hold all the shares in their hands. It is simply impossible to purchase securities without being a member of this circle.

According to the law, the company now undertakes to apply to the Central Bank with an application to assign it one or another status. The main goal of the bill is the safety of investors in the investment market. Over time, such a change in the bill regarding legal entities will leave only large firms on the market. The investor will be confident that the money invested will be returned with a profit or at least returned at all.

The impetus for the adoption of the project was that the consumer buys a certain amount of securities, and the company simply goes bankrupt.

Victims of shell companies are still awaiting reimbursement of their investments. And according to the amendment, in the Civil Code of the Russian Federation, companies that do not comply with the standards of public companies are classified as non-public. Accordingly, they determine the circle of share owners, and it is simply impossible for a third party to buy them.

We will describe below what a standard charter of a non-public joint stock company (NAO) looks like.

Provisions of the charter of a non-public joint stock company

The charter of a non-public joint stock company is not something secret, and it contains mandatory clauses. They are needed to explain the activities of the company, as well as to regulate the work of the circle of shareholders. Let's look at the key points and provisions in the NAO charter:

  1. General provisions– the company name (full and short) is indicated here. The terms of operation and postal address are also specified.
  2. Legal status of the company– here it is indicated for which the NAO is responsible to the legislation of the Russian Federation, consumers and the shareholders themselves. This paragraph also specifies what type of activity the company will engage in.
  3. Purpose and activities. In this section, you must indicate for what purpose the company is being created - for the purpose of making a profit or as a non-profit organization. After this there is a list of everything that she has the right to carry out within the framework provided for by Russian legislation.
  4. Authorized capital. This paragraph clearly states how it is used, what part goes into shares, how much a unit of security costs, etc.
  5. Securities section. Here you should describe what types of securities are acceptable to the company, the terms of purchase and sale.
  6. Rights of NAO shareholders. Who is considered a shareholder, what rights does the person have?
  7. Dividends. Conditions, terms of consideration and payment of dividends.
  8. Funds. Information about reserve storage facilities, deduction amounts and terms of use of funds set aside as a safety net in case of crisis situations.
  9. Who runs the NAO.
  10. Information regarding general meeting of shareholders of the company.
  11. How decisions are considered and made regarding company affairs at a general meeting of the shareholder community.
  12. Board of Directors and its functions within the management of the company.
  13. How to elect and re-elect members of the board of directors.
  14. Prescribing information, removal of the chairman of the council.
  15. Conditions, terms and procedures for council meetings directors of the company.
  16. Who is executive body of the Nenets Autonomous Okrug.
  17. Operating procedure of the audit commission as part of an audit of the company's financial affairs.
  18. Accounting issues– who decides in what order.
  19. Conditions and periods of storage of documentation about the company's affairs.
  20. Conditions, procedures and terms of reorganization and liquidation of NAO.

All these points, without exception, must be in the charter.

You can download a sample charter for a non-public joint stock company.

Charter of the NAO (sample)

Charter of the Nenets Autonomous Okrug - 1

Charter of the Nenets Autonomous Okrug - 2

Charter of the Nenets Autonomous Okrug - 3

Charter of the Nenets Autonomous Okrug - 4

Charter of the Nenets Autonomous Okrug - 5

Charter of the Nenets Autonomous Okrug - 6

Charter of the Nenets Autonomous Okrug - 7

Charter of the Nenets Autonomous Okrug - 7

Charter of the Nenets Autonomous Okrug - 9

Charter of the Nenets Autonomous Okrug - 10

Charter of the Nenets Autonomous Okrug - 11

Charter of the Nenets Autonomous Okrug - 12

Charter of the Nenets Autonomous Okrug - 13

Charter of the Nenets Autonomous Okrug - 14

Charter of the Nenets Autonomous Okrug - 15

Charter of the Nenets Autonomous Okrug - 16

Registration procedure

According to the bill that led to the changes, companies will now be divided into two types: PJSC and JSC. Non-public joint stock companies are the same as joint-stock companies. To reorganize, you need to convene a board of shareholders, and then provide the Federal Tax Service with the minutes of this meeting, as well as the new charter of the company.

Subsequently, the company will need to change all seals, structure, banking documents, and notify partners and clients about the reorganization. You will not have to pay for the restructuring procedure or changing documents.

Alteration

To make changes to the charter of a non-public company, a board of shareholders must be convened. It raises the question of accepting changes within the framework of the charter. It is important that all changes are permissible within the framework of Federal Law No. 146 of July 27, 2006.

After the decision of the meeting is made, it is recorded, after which it is entered into the charter. Re-registration of the company is not required; the main thing is that if changes affect the work of the company or may somehow affect cooperation with partners, they must be notified.

The video below will tell you about the features of public and non-public joint-stock companies: