Distinctive features of a non-public joint stock company. Organizational management and governing bodies. Charter of the company, list of provisions that may be included in it

Hello! If we talk in simple language, a joint stock company is a legal form that is created for the purpose of pooling capital and solving business problems. In this article we will take a closer look at how a PJSC differs from a NAO.

JSC classification

Until 2014 inclusive, all joint-stock companies were divided into two types: closed joint-stock companies (closed) and open joint-stock companies (open). In the fall of 2014, the terminology was abolished, and a division into public and non-public societies began to operate. Let us dwell on this classification in more detail. It is worth considering that these terms are not equivalent; not only the terms themselves have undergone changes, but also their characteristics and essence.

Characteristics of public and non-public companies

Public joint stock companies (abbr. PJSC) create capital through securities (shares), or by transferring fixed assets into securities. The functioning of such companies and their turnover must fully comply with the Federal Law “On the Securities Market” adopted in the Russian Federation.

Also, taking into account all the conditions set by the legislator, publicity must be mentioned in the title.

Non-public companies include companies with limited liability and joint stock companies (JSC).

Let's look at the comparative characteristics using the table below. It clearly presents important criteria for comparative analysis, although this list is not complete.

Table: Comparative characteristics of PJSC and NJSC

The main features of public joint stock companies are the following:

• The number of shareholders is not limited;
• Free circulation of shares is allowed.

If we talk about the authorized capital, its size is also determined by federal legislation. The formation of the authorized capital of a PJSC occurs due to the fact that shares are issued for a certain amount of money.

The size of the authorized capital in this case is a value that can vary, decrease or, conversely, increase. This depends, first of all, on how the shares are redeemed. As can be seen from the table above, the size of the authorized capital is 100,000 rubles.

As practice shows, control by inspection authorities is stricter than in other cases. This is explained, first of all, by the fact that all the statutory documents indicate that this company is as open as possible to third parties. That is, it is absolutely clear that citizens can purchase company shares. Accordingly, supervisory authorities require maximum transparency and accessibility of all data.

For more complete information on this issue it is worth turning to the Civil Legislation of the Russian Federation.

Statutory documents

The main document for a PJSC is the charter. As a rule, it reflects all the provisions governing the activities of the organization, and also records information about openness.

The charter spells out in detail all the procedures for issuing shares, and also contains information on the calculation and procedure for paying dividends.

Availability of property fund and shares

PJSC property funds are formed primarily through the turnover of the organization’s shares. In the same time, net profit, which will be received during the organization’s activities, can be included in the property fund. The law does not prohibit this.

PJSC governing bodies

Primary implementing body management activities in a PJSC this is the general meeting of shareholders. It is usually held once a year and is initiated by the board of directors. If such a need arises, the meeting can be held on the initiative of audit commission, or based on the results of the audit.

It often happens that a PJSC issues a large number of their shares to the market, then the number of shareholders can number more than one hundred people. Gathering them all at one time in one place is an impossible task.

There are two ways to solve this problem:

• The number of shares whose owners can participate in the meeting is limited;
• Discussions are conducted remotely, using the method of sending out questionnaires.

The meeting of shareholders accepts everything important decisions about the activities of the PJSC, plans activities for the development of the company in the future. The rest of the time, management responsibilities are performed by the board of directors. Let us explain in more detail what kind of control body this is.

IN large companies the number of members of the board of directors can reach 12 people.

Forms of management activity

Formed on the basis of legislation European countries. Usually this:

• Meeting of all shareholders;
• Board of Directors;
• General Director in a single person;
• Control and Audit Commission.

As for the types of activities, it can be anything that is not prohibited by the law of our state. There can be only one main activity.

Some types of activities require licensing, which can be obtained after the PJSC has completed the registration procedure.

The legislation of the Russian Federation requires all PJSCs to post the results of annual reporting on the official websites of the companies. In addition, the results of operations for the year are checked for compliance with reality by auditors.

Currently non-public are JSC (joint stock companies) and LLC. The main requirements that legislation imposes on NAO are as follows:

• The minimum amount of authorized capital is 10,000 rubles;
• There is no indication of publicity in the title;
• The shares must not be offered for sale or listed on stock exchanges.

Important fact: the non-public nature of the organization implies greater freedom in the implementation of management activities. Such companies are not required to post information about their activities in publicly available sources, etc.

Statutory documents

The charter is the main document. It contains all the information about the organization, information about ownership, and so on. If legal problems arise, this document can be used in court.

Therefore, the charter must be written in such a way that all kinds of loopholes and flaws are completely excluded. When the charter is at the drafting stage, you should carefully analyze the regulatory documents, or seek advice from specialists who have experience in developing documentation of this type.

In addition to the charter, an agreement called a corporate agreement can be concluded between the founders. Let's take a closer look at the analysis of this document.

A corporate agreement can be called a kind of innovation, which stipulates the following points:

• All parties to the treaty must vote equally;
• The total price for shares owned by all shareholders is established.

But this agreement implies one clear limitation: shareholders are not obliged to always agree with the position of the management bodies on any issues. By and large, this is a gentleman's agreement translated into legal terms. If the corporate agreement is violated, this is a reason to invalidate the decisions of the shareholders’ meeting.

Let us note that the participants of a non-profit joint-stock company can be its founders, who are also its shareholders. This is due to the fact that the shares cannot be distributed beyond these individuals.

The number of shareholders is also limited; it cannot exceed 50 people. If their number is more than 50, the company must be re-registered.

Governance bodies of the Nenets Autonomous Okrug

In order to manage a non-public joint stock company, a general meeting of shareholders of the company is held. All decisions made at the meeting are certified by a notary, and they can also be certified by the person who heads the counting commission.

Property of the Nenets Autonomous Okrug

After an independent assessment, it can be included in authorized capital, as an investment.

NAO shares

• Not addressed publicly;
• Publication by open subscription is not possible.

If we talk about types of activities, then everything that is not prohibited is permitted. That is, if the legislation of the Russian Federation does not prohibit a specific type of activity, it can be carried out.

In general, the essence of NAO is that these are companies that simply do not issue shares to the market; these are closed joint-stock companies that practically existed before the adoption of the new law, but still, this is not the same thing.

There is no obligation to post the results of financial statements for the year for the NAO. Such data is usually of interest only to shareholders or investors, and in this case they are the founders, who already have access to all the necessary information.

The definition of business companies includes public and non-public organizations engaged in commercial activities, in which the authorized capital consists of shares. Property fund is created through contributions made by the founders.

Business companies are also classified into public and non-public.

Ability to move from one form to another

The law does not prohibit changing one organizational form to another. For example, it is quite acceptable to transform a non-profit joint-stock company into a PJSC. What actions need to be taken for this:

• Increase the size of the authorized capital to 1000 minimum wages;
• Develop documentation that will confirm that the rights of shareholders have changed;
• Conduct an inventory of the property fund;
• Conduct audits with the involvement of auditors;
• Develop an updated version of the charter and all related documentation;
• Carry out the re-registration procedure;
• Transfer the property to the newly formed legal entity. face.

As a result of the legislative reforms carried out, many changes have occurred in corporate law. Traditional concepts have been replaced by new ones.

Although all the changes took place back in 2014, in some cities you can still see signs with familiar CJSC or LLC. But all new organizations are registered exclusively as public or non-public companies.

Conclusion

Creation and design joint stock company– a process that requires attention and responsibility. Problems of various kinds arise even in the process, so save on your future company it is not necessary, and in case of any doubt, you should contact qualified specialists.

Implement right choice is the first step to long road to achieve success in, so you need to make a decision carefully, having thought through everything to the smallest detail.

Question: Which joint stock companies are public and which are non-public?

Answer: The characteristics of a public joint stock company are established in clause 1 of Article 66.3 of the Civil Code of the Russian Federation.

A joint stock company is public:

The charter and corporate name of which contain an indication that the company is public, even if the company’s shares are not placed by public subscription and are not publicly traded;

whose shares and securities convertible into its shares are publicly placed (through open subscription);

The shares of which and the securities convertible into its shares are publicly traded under the terms and conditions established by securities laws. Moreover, the charter of such a company and its corporate name may not contain an indication that the company is public.

A joint stock company that does not meet the above criteria is considered non-public (clause 2 of Article 66.3 of the Civil Code of the Russian Federation).

Article 7. Federal Law “On JSC”. Public and non-public companies (as amended by Federal Law No. 210-FZ of June 29, 2015) gives a more complete definition of a public or non-public company.

1. A company can be public or non-public, which is reflected in its charter and corporate name.
2. A public company has the right to place shares and issue-grade securities convertible into its shares through open subscription. Shares of a non-public company and issue-grade securities convertible into its shares cannot be placed through an open subscription or otherwise offered for purchase to an unlimited number of persons.
3. .............................................................................................................................................

In total, we can conclude that the following can be recognized as a public joint stock company:

1. JSC, the charter and name of which indicate this (voluntary publicity). There were no requirements for making such changes to the company’s charter until July 1, 2015.

2. A joint stock company whose shares are publicly placed (by open subscription) or have been placed (clause 1 of the Letter of the Central Bank of the Russian Federation dated August 18, 2014 No. 06 - 52/6680).

3. A joint stock company whose shares are publicly traded (at organized auctions or by offering to an unlimited number of persons) or have been circulated (clause 1 of the Letter of the Central Bank of the Russian Federation dated August 18, 2014 No. 06 - 52/6680).
4. A joint stock company whose shares are/were publicly traded. Public circulation means, inter alia, the sale of shares during privatization in ways that presupposed the participation of an unlimited number of acquirers, for example, sales to:
- auction;
- commercial competition;
- investment competition (bidding);
- specialized auction;
- specialized check auction.
To qualify as a public company, it is necessary that at least one transaction takes place during trading. If the privatization plan provided for sale to an unlimited number of persons, but according to the results of the auction not a single deal was concluded, then there is no sign of publicity. Public circulation means circulation carried out only in accordance with securities legislation. Those. not taken into account:
- sale at auction during enforcement proceedings;
- sale at auction during bankruptcy proceedings, etc.

In connection with the reform of corporate law, the classification of business companies, which has become customary over a fairly long period of existence, has changed. Now there are no JSC and JSC. They were replaced by public and non-public ones. Next, let's look at the changes in more detail.

New categories: first difficulties

So, instead of OJSC and CJSC, public and non-public companies appeared. The law changed not only the definitions themselves, but also their essence and characteristics. However, the categories did not become equivalent. Thus, a closed joint-stock company cannot automatically become non-public, just as an open joint-stock company cannot become public. The accepted wording of the norms can be interpreted in two ways. There are not enough explanations today, and arbitrage practice absent at all. It is therefore not surprising that companies may encounter difficulties in the process of self-determination.

Goals of the new classification

Why was it necessary to introduce public and non-public companies? The rules for regulating intra-corporate relations that existed for closed joint-stock companies and open joint-stock companies, according to the rule-makers, turned out to be insufficiently clear. New classification, presumably, should establish differentiated management regimes for companies that differ in the nature of turnover and shares, as well as the number of participants.

The essence and characteristics of software

A joint stock company should be considered public in which shares and securities convertible into them are placed through open subscription or public circulation in accordance with the conditions established regulations. The turnover is carried out within an indefinite circle of participants. Public society is distinguished by a dynamically changing and unlimited subject composition. Openness means that the company is focused on a wide range of participants. It is typical for a public society big number diverse shareholders. To maintain a balance of interests of participants, activities in such JSCs are regulated primarily by imperative norms. They prescribe standard, unambiguous rules of conduct for corporate participants. The use of provisions that cannot be changed at the discretion of the dominant entities of the company guarantees the attraction of investment.

PO activities

Public companies borrow on the stock market from an unlimited number of persons. These corporations cover a wide range of diverse investors. In particular, software interacts with the state, banks, investment companies, collective and pension investment funds, and small individual entities. The activities carried out by public companies, as mentioned above, are regulated by imperative norms. This indicates relatively little freedom within the corporate organization.

The essence of BUT

A company that does not meet the criteria established by law for a public company is considered non-public. The specified criteria are given in Art. 66.3 Civil Code. BUT - corporations that place securities within a predetermined circle of entities. They do not go into open circulation. In addition, BUT are based on a low-current asset - shares of an LLC. Public and non-public companies differ in the mechanisms used to manage internal corporate relations. Thus, non-profit organizations can use a special subject composition of participants. They have greater freedom of internal corporate self-organization.

Features of the functioning of NO

Activities carried out by non-public companies are regulated primarily by dispositive norms. They allow the introduction of individual rules of conduct for company participants at their discretion. Non-public companies do not borrow on the stock market.

Regulatory separation

Today, the border between imperative and discretionary management passes between JSC and LLC. The Civil Code reform has shifted it somewhat. However, according to some critics who analyze the order in which public and non-public joint stock companies exist today, there is some confusion when classifying them into any of the categories. However, there is another opinion on this matter. When corporations are included in public and non-public joint stock companies, the fundamental differences between the entities are not questioned. The features of the turnover of securities and shares are quite clearly expressed, which is the main feature for classification. The division into public and non-public societies is reduced solely to an attempt to form general modes management. At the same time, the expansion of the influence of dispositive norms does not apply to the features that distinguish the circulation of securities. Due to insufficient practice and the absence of a number of clear formulations, classifying some joint-stock companies as public and non-public companies is difficult.

Comparative characteristics

Public and non-public companies mainly differ in the method used to issue securities. How these procedures are carried out in NO and software is described above. Public offering of securities means alienation through open subscription. It is a way to increase the authorized capital of a corporation. The software carries out paid placement of an additional number of shares during the issue process among an unlimited number of entities. The method of alienation of securities is included in the decision on their issue. This document is approved by the board of directors and is registered with the state market regulator. Previously, it was the Federal Financial Markets Service of the Russian Federation and the Federal Commission for the Securities Market of the Russian Federation. Currently, the state regulator in the market is the Central Bank of the Russian Federation. After registration, the document must be kept by the issuer. Based on the text of the decision, it can be determined whether an open subscription of an additional number of shares was carried out or not. Public and non-public companies also differ in the method of circulation of securities. Turnover is the process of concluding civil transactions. They entail the transfer of ownership of shares (securities) after their first alienation following their release by the issuer (outside the issue procedure).

The sign is open appeal. What does it mean? This term should be understood as the turnover of securities (shares) within organized trading. Public circulation can also be carried out by offering them to an unlimited number of subjects. Among the ways to implement this opportunity is advertising. These provisions are established in Art. 2 Federal Law No. 93, which regulates the functioning of the securities market. It should be noted that the circulation of shares can be carried out different methods. In particular, it may be a one-time event. In this case, the appeal has a time limit. This, for example, could be a sale at auction to a wide range of people. Also, the appeal can have an unlimited duration. For example, this occurs when trading occurs on securities exchanges.

What distinguishes a non-public joint stock company from a public company and other forms of business organization? The goal of any joint stock company is to pool capital to jointly solve the company’s problems, 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.

What are public and non-public joint stock companies

A joint stock company is a type of business organization in which the company's authorized capital is divided into shares. It differs from a limited liability company by an unlimited number of participants (an LLC has only up to 50), a longer registration period, and the confidentiality of information about participants to third parties. Information about the founders legal entity available to everyone. All you need to do is go to the Federal Tax Service website and get an extract from the Unified State Register of Legal Entities. This is impossible with AO.

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

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

The composition of NAW is determined upon registration and remains almost unchanged over time.

Organizational and legal form

Public and non-public business companies are the same form of doing business as an individual entrepreneurship or a legal entity. JSCs operate in the field of medium and big business when the issue of shares is justified from a profit point of view.

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

A JSC does not have the right to exclude unscrupulous participants from its membership. Also, they cannot leave the company with 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 the non-public joint-stock company the sale will have to be agreed upon with other shareholders.

Registration, or rather the issue of shares, takes approximately 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 it can be 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 a PJSC and a non-public joint-stock company (or non-public joint-stock company) is the composition of participants and the procedure for distributing 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 for PJSC and NPJSC 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 associated with a multiple increase in its authorized capital - up to 100 thousand rubles against 10 thousand for the Nenets Autonomous Okrug. At the same time, the founders of the joint-stock company have the right not to transfer money to the authorized capital before 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

Let's consider the main features of non-public business communities. It is not customary to divide them into types, but theoretically they can be classified according to the number of participants, the number of shares and the level of closure. What makes it different this form business organization?

Comparative table of PJSC and NPJSC

Characteristics of NAE

NPAO is not public society shareholders, one of the authorized Russian legislation forms of doing business. It is distinguished by the closed nature of its work, the distribution of shares within existing shareholders, and the ability to sell or alienate shares to third parties is strictly regulated by the general meeting. The number of shareholders is not limited.

To open an authorized capital of 10 thousand rubles is enough. The main goal of the NPAO, like any other commercial organization, this is making a profit. But, unlike public ones, 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, NPAs are not required to publish annual financial statements, since these documents are primarily of interest to investors. For non-public joint-stock companies there are no prohibited sectors of work, 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 total number participants does not exceed 50 people. The organization is governed by general meetings of shareholders. Decisions of meetings are certified by notaries. If necessary, a counting commission is formed. However, if the members of the NPAO consider that they need a board of directors or an appointed leader, they simply form it and the number of participants.

The main content of meetings of shareholders of NPJSC is determining the value of the association’s securities, planning their additional issue or reduction in quantity.

Constituent documents

Initially, the JSC is registered as a limited liability company. Then its founders hold a new meeting and rename the association a “joint-stock company.” There is no need to pay state duty for this. Since NPAO is not a public association, the name does not need references or hints of publicity. Now the new charter should be approved (for more details, see the “Charter of the Company” section).

After renaming the following will also change:

• seal;
• Bank details.

Participants and founders

The right to participate in an NPJSC is limited: shares are owned by the original founders, their heirs, and in rare cases, by “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, and privileges of participants in a non-public joint stock association are fixed by the charter. Typically, NPAO members have the privilege of first refusal: if one of the current owners decides to sell their securities, he must first offer them to other shareholders, and only then to third parties (if this is permitted by the charter).

The activities of the NPAO are 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 monetary amount, then in JSC this is their equivalent in securities. When registering, you do not need to contribute the entire amount of capital; funds can be contributed gradually. After 90 days, at least 50% should be ready.

Charter of the company

A new charter is being prepared after the LLC is renamed into JSC. It is advisable to involve lawyers in the development of this document: this document contains 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;
• pre-emptive right to purchase shares and the procedure for approving the sale of securities to third parties;
• audit rules.

Converting forms from one to another

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

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

The procedure is quite simple. But when carrying it out, you should not forget about the authorized capital: for PJSC it is ten times larger, at least 100 thousand rubles.

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

Conclusion

Non-public joint stock company or non-public joint stock company is one of the forms of doing business permitted by law. Unlike LLCs and PJSCs, non-public joint-stock companies 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. In this way, you can conduct any permitted commercial activity.

One of the organizational and legal forms, which until September 1, 2014 was provided for by the legislation of the Russian Federation (Civil Code of the Russian Federation, Article 95) for commercial organizations. A company established by one or several persons, the authorized capital of which is divided into shares of the size determined by the constituent documents; Participants of such a company jointly and severally bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company.

Additional liability company– a commercial organization with a number of participants of at least two and no more than fifty, the authorized capital of which is divided into shares of sizes determined by the constituent documents.

Control. The supreme body is the general meeting of participants; The executive body is the board or directorate and (or) director or general director. The control body is the audit commission or auditor.

Rights:-receive part of the profit, vote at the general meeting of participants; -receive information about the activities of the company; - leave the company regardless of the consent of other participants and receive part of the value of the company’s property corresponding to the share in the authorized capital; -sell your share to other participants or third parties; -to receive, upon liquidation of the company, part of the property remaining after settlements with creditors.

Responsibilities: - make a contribution to the authorized capital; -take part in the management of the company; - not to disclose confidential information about the activities of the company.

Peculiarities. In general, additional liability companies were subject to the provisions of the legislation of the Russian Federation on limited liability companies, with the exception of the subsidiary liability provided for the participants of such a company, which they bore for the obligations of the company jointly and severally with all their property in the same multiple of the value of their contributions, determined by the founders documents of the company. Thus, for participants in companies with additional liability, there was no limitation of liability, which is provided to participants (shareholders) of other forms of business partnerships and companies.

Responsibility. Participants in such a company bear subsidiary liability for its obligations with their property in the same multiple of the value of their contributions, determined by the constituent documents of the company. In the event of bankruptcy of one of the participants, his liability for the obligations of the company is distributed among the remaining participants in proportion to their contributions, unless a different distribution procedure is provided for by the constituent documents of the company. The rules of the Code of the Russian Federation on LLCs apply to a company with additional liability.

Non-public joint-stock company (NAO) (Closed joint-stock company, CJSC)

This is a joint stock company, the shares of which are distributed only among its founders or other predetermined circle of persons.

Features of the JSC. Its advantage is that the founders bear limited liability for the debts of the organization they created within the value of the contributions made to the authorized capital. CJSC is today one of the most common organizational and legal forms of commercial organizations in the field of small and medium-sized businesses. The form of a closed joint stock company often gives rise to dangerous misconceptions. Shareholders believe that they are reliably protected from unwanted partners entering their business, because the law states that a shareholder, before selling shares to a third party, must offer other shareholders to buy the securities alienated to them. Unfortunately, this requirement is easy to circumvent. The rule is mandatory only in case of alienation for compensation; if a gift or inheritance occurs, then this rule does not apply.

Responsibilities. Before selling shares to a third party, a participant in a closed joint-stock company must offer other shareholders to buy the securities alienated by him. In cases provided for by the law on joint stock companies, a closed joint-stock company may be required to publish an annual report, balance sheet, and profit and loss account for public information.

Profit distribution. In a closed joint-stock company, shares are distributed only among a pre-determined (closed) circle of persons (for example, only among its participants). If there is 1 participant, then this must be reflected in the charter (clause 6 of article 98 of the Civil Code of the Russian Federation). In a closed joint-stock company, the possibility of new shareholders appearing in the company cannot be completely ruled out. Before selling shares to a third party, the shareholder must offer other shareholders to buy the securities alienated by him. The number of participants in a closed joint-stock company should not exceed the number established by law about joint stock companies.