The Law on Joint Stock Companies in the new edition. Law on Joint Stock Companies

A joint stock company (one of the types of economic companies) is, in contrast to public associations (see the federal law on public associations), a commercial organization whose main focus is making a profit. The authorized capital of any joint stock company is divided into a certain number of shares, which certify the obligatory rights of each shareholder (participant) in relation to the company as a whole.

In accordance with the legislation of the Russian Federation, shareholders of the above-mentioned company bear the risk of losses that are directly related to the activities of the joint-stock company, within the value of the shares they own, and are not liable in any way for its general obligations. IN modern state a joint stock company is the most common form of organization of large and medium-sized businesses, while medium-sized enterprises more often use the form of a closed joint-stock company, large businesses - an open one. Like other activities in Russia (counter-terrorism area, social insurance, medical care and other), the activities of joint stock companies of any type, as well as their form of creation, reorganization and liquidation, are regulated by Federal Law No. 208-FZ of December 26, 1995. "About joint stock companies" The law contains 14 chapters and 94 articles in its structure.

Chapter 1 of the Law on Joint Stock Companies determines general position regulatory document. The articles define the basic concepts applicable to this area, fix the scope of the law and the main provisions on joint stock companies, liability, corporate name and location of the companies. Chapter 1 characterizes branches and representative offices of companies, subsidiaries and dependent companies, open and closed societies.

The procedure for creating and liquidating joint stock companies is described in detail in Chapter 2 Federal Law on Joint Stock Companies. The articles of the law define the institutions of companies, founders, charter, including the introduction of additions and changes, the form of state registration of the company (with additions and changes to the charter), the form of reorganization, merger, accession, division and separation of the company (Article 19.1 interprets the features of such actions ), transformation, and also the procedure for liquidation of the joint-stock company is spelled out in detail.

Chapters 3-4 of the law on joint stock companies determine the authorized capital of companies, the net assets of the company, as well as the form and procedure for the company’s placement of shares, bonds and other securities. Articles 25-29 establish minimum size authorized capital joint-stock companies, rules for increasing or decreasing the authorized capital of companies and protecting the rights of creditors in such actions. At the same time, the procedure for payment of dividends by the company, including restrictions on payments, is determined in Chapter 5.

Chapters 6-8 regulate the register of joint stock companies, the form of general meetings of shareholders and the board of directors, which are the supervisory board, as well as executive body society. These chapters list the rules for maintaining the register, competence, rights and obligations, as well as the responsibilities of the general meeting of shareholders, the board of directors and the executive body in relation to the company. Chapters 9-10 regulate activities in the field of acquisition and redemption of placed shares by the company, as well as in the course of the company’s major transactions. Chapters 12-13 establish the types of control over the activities of a joint-stock company by the state, as well as the form of accounting and reporting for companies. The final provision of a legal document regulates the procedure for the entry into force of the law.

Download Federal Law on Joint Stock Companies

Legislation regularly undergoes changes (especially in such important points, as a state defense order - details can be found at). Main Law about various types of joint stock companies are no exception (LLC, OJSC, CJSC, PJSC, etc., with the exception of JSCs operating in the field of lending, insurance and investment groups). Although audit activity regulated, for example, separately by .

Law on Joint Stock Companies in the new edition 2018

The version that came into force last year (2017) is valid today. The latest amendments came into force in July 2017. Also at this time, amendments were made to Article No. 159 of the Criminal Code of the Russian Federation. Read more about this

What does the Law on Joint Stock Companies say?

Changes have been made to many procedures:

Stricter voting norms have been established (on the charter, on making changes, etc.);
shareholders are allowed to change their status at any time/term (public to non-public and vice versa);
a rule was introduced on the mandatory involvement of a registrar;
the rights of privileged holders of a block of securities are determined;
The norms for authorized capital have been increased.

The regulations on the form of alienation, the procedure for liquidation and/or reorganization, etc. have been updated. An update is expected this year, the estimated date is early July. In addition, adjustments will be made to Article 158 of the Criminal Code of the Russian Federation. more about this

Changes with comments and additions

IN full version The law provides comprehensive comments on such definitions and conditions: who is an affiliated person/persons, the duties of shareholders, rights and their protection are defined. Just as in the case of assessing working conditions, corresponding changes were made in 2018.

The Head of the Government of the Russian Federation separately noted in his speech at the plenary session State Duma on the decision to adopt the project on minority shareholders. Will identify and install them legal rights, responsibility, to amend the established procedure for creating companies (joint stock, closed, open with limited liability etc.).

Federal law on joint stock companies

This law has rules also set out by the Civil Code (Civil Code of the Russian Federation). In this regard, a number of changes are envisaged for the current year (extension of the Ministry of Finance) aimed at equalizing legal force, since in the previous edition. some articles were contrary to other legislative acts.

208 Federal Law Law on Joint Stock Companies 2018

Changes are also expected in terms of convening a shareholder meeting (general), as well as the procedure for repurchasing shares (clarified), incl. large.

Article-by-article text in Russian download

If you need to download online material on this topic ( full content) we recommend using the portal " Russian newspaper"or "consultant plus", where you are always available current version laws. The new edition legally comes into force after publication.

If you do not have the opportunity/time/desire to do independent monitoring/analysis, we recommend using the free online consultant service. This option is quite suitable for students who want to write an essay, prepare a report, etc., as well as for those who need urgent advice and clarification.

Federal Law on Joint Stock Companies latest edition

The law is federal and fully defines absolutely everything that in one way or another is related to this species education (direct, indirect).

According to data from Wikipedia, such bills are actively used in a number of friendly countries (former republics of the USSR, for example, Belarus, Tajikistan, Turkmenistan, Kyrgyzstan, Moldova, Uzbekistan).

New states are not inferior, for example, LPR, RK (Republic of Crimea) and in Kyrgyz Republic. In countries near and far abroad, similar practices are also used, for example, in Lithuania, Germany, etc.

It is permissible to translate a document or its separate part/section/clause, as well as the charter into English language(such requirements are put forward by Finland, for example).

Related party transaction

The member of the board of directors or his authorized person/persons (affiliated) directly participates in it. However, it can be canceled in court, since in this option a person can act in the interests of third parties, and not the JSC itself. The issues are regulated by Federal Law No. 14 (Article 45).

Audit committee

Powers: audit of the work of responsible persons (contracts, orders (projects), assets, dividends, work schemes, etc. i.e. legal, financial and economic control). They report on the results only to shareholders.

About the peculiarities of the situation of workers

The labor sphere is fully regulated by law Russian Federation, namely, the application of norms is prescribed Labor Code(Labor Code of the Russian Federation) in full compliance.

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A joint stock company is a fairly common type commercial organization. The activities of such authorities are regulated by Federal Law 208-FZ, the provisions of which will be discussed in detail in this article.

Scope of application of the law

What is a joint stock company according to Law 208-FZ? The second article of the normative act provides a definition according to which such a company is a commercial organization whose authorized capital is divided into several parts in the form of special shares. These shares are held by members of the company.

The Federal Law "On Joint Stock Companies" was created to regulate the processes of formation, reorganization, liquidation and registration of the authorities in question. The provisions of the law establish rules regarding the powers, functions, responsibilities and rights of the shareholders constituting the organization. Here the legal status of the joint-stock company is established, the freedoms, rights and interests of its members are secured. The provisions of the law apply to all joint stock companies located on the territory of the Russian Federation.

General provisions of the law

The concept and legal status of a joint stock company are enshrined in Article 2 of the presented regulatory act. According to the law, such a company is a legal entity and has a number of civil rights and obligations. Members of the society should not be liable for the obligations of the organization. However, they all bear the risk of loss that may be associated with their professional activity. The limits of such risk cannot be greater than the value of the shares purchased by the shareholders.

All shareholders are required to bear general liability for shares not fully paid up. At the same time, members of the company have the opportunity to take away the shares they own without the consent of other members of the organization.

According to the law, any creation of a joint stock company is not possible without obtaining special permission and a certificate of registration from higher government bodies. Any joint-stock body must have its own seal, letterhead, emblem and stamps.

Provision of information

According to Article 4 of the Federal Law, any joint stock company must have a company name in Russian - in full form or abbreviated. The name of the organization should briefly describe the type of its professional activity. In addition to the name, the company must provide full information about your location. At the same time, the data specified during state registration should not contradict the real location of the organization.

Article 3 of the law talks about the responsibility of society. Thus, a joint-stock organization must be responsible for all the functions and obligations assigned to it. At the same time, the company itself is not responsible for the obligations of its members.

Shareholders themselves may also be held accountable. Thus, members of the organization must pay subsidies in cases where the company is declared insolvent due to improper acts of its shareholders. Government bodies are not liable for the obligations of the company.

Types of society

Articles 5-7 of the regulatory act under consideration provide the main examples of joint stock companies. According to Article 7, the organizations in question may be of a public or non-public nature. This is reflected in the charter and name of the company. A public company (PJSC) conducts all operations through open subscription. Non-public organizations (CJSC) distribute the number of shares only to an unlimited number of persons. The most striking example of a PJSC is the Rosseti company, which provides electricity distribution services throughout the country. This is quite famous and large organization, and therefore its shares are open and accessible to any citizens. An example of a closed joint stock company is a retail chain, a trade joint-stock company "Tander", which provides products to Russian stores of one well-known brand.

Article 6 provides another classification. Here we're talking about about examples of joint stock companies of dependent and subsidiary types. An organization is a subsidiary if there is another company that determines the decisions of the first organization, that is, the subsidiary. A similar system operates with dependent organizations. Here the dominant society has more than 20% of the dependent one. A striking example subsidiary organization - a federal passenger company dependent on the joint-stock company "Russian railways"There are quite a lot of dependent companies throughout the country. As a rule, these are regional branches gas or oil companies.

On the creation of a joint-stock company

What does the Federal Law “On Joint-Stock Companies” say about the procedure for forming joint-stock organizations? According to Article 8, a company can be created either from scratch or by reorganizing an existing legal entity. The reorganization may be in the nature of division, transformation, merger, or separation. An organization can be considered finally formed only after the state registration of a joint stock company.

Article 9 of the normative act in question talks about the establishment of a company. It is easy to guess that establishment is possible only with the active participation of the founder. The decision to form a company is made at a special constituent meeting by voting or by one person individually (if there is only one founder).

About the reorganization

Article 15 of the normative act in question talks about the procedure for carrying out reorganization processes. Reorganization is always carried out on a voluntary basis, in strict accordance with the norms of Federal Law. The main feature of the presented process is the status of a natural monopoly for the reorganized entity, more than 25% of the shares of which are owned by the federation.

As you might guess, the financing of the presented process is carried out at the expense of the reorganized property. Just as in the case of the creation of a company, the reorganization process is recognized only after the appropriate state registration.

About the public charter

An important place in the legal status of a joint stock company is occupied by the charter. According to Article 11 of the normative act in question, it is adopted at the constituent meeting according to the constituent document. The requirements of the charter are formed by the members of the organization, after which they become generally binding for all shareholders.

What should the charter contain? The law specifies the following provisions:

• location of the organization;
• company name;
• cost, categories and types preferred shares, as well as their number;
• the size of the authorized social capital;
• rights of organization members;
• the procedure for the formation and implementation of general meetings of shareholders, dates and places of holding meetings;
• structure of the company's management bodies, decision-making procedure;
• other provisions corresponding to the Federal Law and the Civil Code in question.

Thus, the organizational charter must contain the specifics of the legal status of the joint-stock company.

About the authorized capital

Article 25 of the normative act under consideration establishes the rules relating to the authorized capital and shares. According to the law, the organization has the right to place ordinary shares and several preferred shares. Moreover, they are all undocumented. The par value of ordinary shares must be the same. As soon as the company is formed, all shares must become the property of its members. There are also fractional shares, a certain number of which can constitute one specific share. They are in circulation on a par with ordinary ones.

In accordance with normative act, share price privileged type should not exceed 25% of the authorized social capital. Public societies may not place them if the cost of such shares is lower than ordinary shares.

The authorized capital consists of the total value of all shares of the organization that were acquired by members of the company.

About shareholders

The legal status of joint stock companies is largely the legal status of their members. What is known about the shareholders themselves and what does the law say about them? Shareholders are individuals or organizations that own a certain share of the authorized capital of a joint-stock company. The latter must provide, create and store a register of shareholders, which is filled out immediately after registration of the organization. The rights to shares of a particular shareholder are confirmed by issuing a special extract, which is not a security.

According to Article 47, the highest body in the joint stock company system is the meeting of shareholders. It must be convened annually. What questions does such a meeting raise? The law talks about problems of ownership of a joint-stock company, election of a board of directors, audit and audit commissions, etc. The competence of the meeting also includes issues of reorganization and liquidation of the company, amendments to the charter, increasing or decreasing the authorized capital, etc.

The board of directors is also called the supervisory board. This authority is responsible for the management of the activities of the entire organization, its members and the assets of the joint-stock company.

Sometimes the board of directors is also a meeting of shareholders. In most cases, the supervisory commission is elected every year through voting at a shareholder meeting. Everything here depends on exactly what provisions are spelled out in the organization’s charter.

The competence of the board of directors includes determining and implementing priority areas, convening meetings, approving agendas, placing additional shares, etc.

Control over a joint stock company

For internal control over the professional activities of the organization, audit and audit commissions are created. Auditors check financial statements, that is, they work with the accounting staff. As a result, they give special assessment. The auditors control economic activity organizations. Each of them is included in the corresponding commission, which is elected annually at a meeting of shareholders.

Both the audit and audit commissions must act only in strict accordance with the legislation of the Russian Federation.

On the liquidation of a joint-stock company

The liquidation process of a joint-stock organization must be strictly voluntary. According to Article 21, final liquidation is possible only by court decision.

What does the liquidation process entail? The Company completely ceases to exercise its powers without the right to transfer responsibilities to other persons by way of succession. Voluntary liquidation processes begin with the convening of the board of directors of the joint-stock company. The issue of removing the company and appointing a liquidation commission is on the agenda. As soon as the liquidation commission is fully formed, all functions of the organization will be transferred to it. The duties of the commission also include timely presentation at court hearings.

Article 22 of the Federal Law “On the Legal Status of Joint-Stock Companies” talks about the procedure for liquidation of the organizations in question. If the company has no obligations to third parties, then all its property is distributed among shareholders. The remaining payments to creditors are made, and the liquidation balance is calculated. And the society closes.

Article 69. Executive body of the company. Sole executive body of the company (director, general director)

1. Management of the current activities of the company is carried out by the sole executive body of the company (director, general director) or the sole executive body of the company (director, general director) and the collegial executive body of the company (board, directorate). Executive bodies are accountable to the board of directors (supervisory board) of the company and the general meeting of shareholders.

The company's charter, which provides for the presence of both sole and collegial executive bodies, must define the competence of the collegial body. In this case, the person performing the functions of the sole executive body of the company (director, general director) also performs the functions of the chairman of the collegial executive body of the company (board, directorate).

By decision of the general meeting of shareholders, the powers of the sole executive body of the company may be transferred under an agreement to a commercial organization ( management organization) or individual entrepreneur(to the manager). The decision to transfer the powers of the sole executive body of the company to a management organization or manager is made by the general meeting of shareholders only upon the proposal of the board of directors (supervisory board) of the company.

2. The competence of the executive body of the company includes all issues of managing the current activities of the company, with the exception of issues falling within the competence of the general meeting of shareholders or the board of directors (supervisory board) of the company.

The executive body of the company organizes the implementation of decisions of the general meeting of shareholders and the board of directors (supervisory board) of the company.

The sole executive body of the company (director, general director) acts on behalf of the company without a power of attorney, 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.

The company's charter may provide for the need to obtain the consent of the board of directors (supervisory board) of the company or the general meeting of shareholders to carry out certain transactions. In the absence of such consent or subsequent approval of the relevant transaction, it may be challenged by the persons specified in paragraph one of paragraph 6 of Article 79 of this Federal Law, on the grounds established by paragraph 1 of Article 174 Civil Code Russian Federation.

3. The formation of the executive bodies of the company and the early termination of their powers are carried out by decision of the general meeting of shareholders, if the company's charter does not include the resolution of these issues within the competence of the board of directors (supervisory board) of the company.

The rights and obligations of the sole executive body of the company (director, general director), members of the collegial executive body of the company (board, directorate), management organization or manager for the management of the current activities of the company are determined by this Federal Law, other legal acts of the Russian Federation and the agreement concluded by each of them with society. The agreement on behalf of the company is signed by the chairman of the board of directors (supervisory board) of the company or a person authorized by the board of directors (supervisory board) of the company.

The relations between the company and the sole executive body of the company (director, general director) and (or) members of the collegial executive body of the company (board, directorate) are subject to the labor legislation of the Russian Federation to the extent that does not contradict the provisions

The combination of positions in the management bodies of other organizations by a person performing the functions of the sole executive body of the company (director, general director) and members of the collegial executive body of the company (board, directorate) is permitted only with the consent of the board of directors (supervisory board) of the company.

A company, the powers of the sole executive body of which have been transferred to a management organization or manager, acquires civil rights and assumes civil responsibilities through the management organization or manager in accordance with paragraph one of paragraph 1 of Article 53 of the Civil Code of the Russian Federation.

If the powers of the executive bodies of the company are limited to a certain period and after the expiration of such a period no decision has been made on the formation of new executive bodies of the company or a decision to transfer the powers of the sole executive body of the company to a management organization or manager, the powers of the executive bodies of the company are valid until the adoption of these decisions.

4. The general meeting of shareholders, if the formation of executive bodies is not within the competence of the board of directors (supervisory board) of the company, has the right at any time to decide on the early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (board, directorate). The General Meeting of Shareholders has the right at any time to decide on the early termination of the powers of the management organization or manager.

If the formation of executive bodies is referred by the company's charter to the competence of the board of directors (supervisory board) of the company, it has the right at any time to decide on the early termination of the powers of the sole executive body of the company (director, general director), members of the collegial executive body of the company (board, Directorate) and on the formation of new executive bodies.

If the formation of executive bodies is carried out by a general meeting of shareholders, the company's charter may provide for the right of the board of directors (supervisory board) of the company to decide to suspend the powers of the sole executive body of the company (director, general director). The company's charter may provide for the right of the board of directors (supervisory board) of the company to decide to suspend the powers of the management organization or manager. Simultaneously with these decisions, the board of directors (supervisory board) of the company is obliged to make a decision on the formation of a temporary sole executive body of the company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director ) or a management organization (manager) and on the formation of a new sole executive body of the company (director, general director) or on the transfer of powers of the sole executive body of the company (director, general director) to the management organization or manager.

If the formation of executive bodies is carried out by a general meeting of shareholders and the sole executive body of the company (director, general director) or the management organization (manager) cannot perform its duties, the board of directors (supervisory board) of the company has the right to decide on the formation of a temporary sole executive body company (director, general director) and on holding an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company (director, general director) or management organization (manager) and on the formation of a new executive body of the company or on the transfer of powers of the sole executive body of the company to the managing organization or manager.

All decisions specified in paragraphs three and four of this clause are adopted by a three-quarters majority vote of the members of the board of directors (supervisory board) of the company, and the votes of retired members of the board of directors (supervisory board) of the company are not taken into account.

The temporary executive bodies of the company manage the current activities of the company within the competence of the executive bodies of the company, if the competence of the temporary executive bodies of the company is not limited by the charter of the company.

5. If the company’s charter places the decision on the formation of a sole executive body of the company or the early termination of its powers within the competence of the board of directors (supervisory board) of the company and the quorum determined by the company’s charter for holding a meeting of the board of directors (supervisory board) of the company is more than half of the number elected members of the board of directors (supervisory board) of the company and (or) to resolve the specified issue in accordance with the charter of the company or internal document, which determines the procedure for convening and holding meetings of the board of directors (supervisory board) of the company, it is necessary larger number votes than a simple majority of the members of the board of directors (supervisory board) of the company participating in such a meeting, the specified issue may be submitted for decision at the general meeting of shareholders in the cases specified in paragraphs 6 and this article.

The issue of the formation of the sole executive body of the company or the early termination of its powers cannot be submitted to the decision of the general meeting of shareholders if the charter of the company provides for other consequences that occur in the cases specified in paragraphs 6 and this article.

If the terms of the shareholder agreement concluded by the shareholders of the company provide for other consequences that occur in the cases specified in paragraphs 6 and this article, failure to fulfill or improper fulfillment of the relevant obligations under the shareholder agreement is not grounds for exemption from liability or from the implementation of measures to ensure the fulfillment of the obligations provided for such an agreement.

6. If, in the presence of the conditions provided for in paragraph one of clause 5 of this article, a decision on the issue of establishing a sole executive body of the company is not made by the board of directors (supervisory board) of the company at two consecutive meetings or within two months from the date of termination or expiration of the term of office of the previously formed sole executive body of the company, companies that disclose information in accordance with the legislation of the Russian Federation on securities are obliged to disclose information about the failure to make such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies are required to notify failure to adopt such a decision of shareholders in the manner prescribed by this Federal Law for notification of a general meeting of shareholders. Such a notice is sent to shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, the agenda of which included the issue on the formation of the sole executive body of the company and at which such a body was not formed, and if the second meeting did not take place, after a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. The list of shareholders of the company to whom the specified notification is sent is compiled on the basis of data from the register of owners of the company's securities as of the date of the second meeting of the board of directors (supervisory board) of the company, at which a decision was not made on the formation of the sole executive body of the company, or if the corresponding meeting did not take place after the expiration of a two-month period from the date of termination or expiration of the powers of the previously formed sole executive body of the company. At the same time, if a nominal holder of shares is registered in the register of owners of the company's securities, a notification is sent to the nominal holder of shares for distribution to the persons in whose interests he owns shares of the company.

A notification in accordance with this paragraph is sent on behalf of the company by the chairman of the board of directors (supervisory board) of the company. After sending a notice to shareholders or after disclosing information in accordance with paragraph one of this clause, the chairman of the board of directors (supervisory board) of the company acts on behalf of the company until the formation of a temporary sole executive body of the company.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of forming the sole executive body of the company within 20 days from the moment the company’s obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to make a decision on the formation of a temporary sole executive body of the company, as well as on convening an extraordinary general meeting shareholders in accordance with Article 55 of this Federal Law, if specified date These requests have been received from shareholders or a shareholder owning at least 10 percent of the company's voting shares. If two or more demands are made to convene an extraordinary general meeting of shareholders to resolve the issue of forming a sole executive body of the company, the board of directors (supervisory board) of the company in accordance with this paragraph makes a decision to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary general meeting of shareholders and to form a temporary sole executive body of the company is made by the board of directors (supervisory board) of the company by a majority vote of the members of the board of directors (supervisory board) of the company participating in the meeting, in the presence of a quorum of at least half of the number elected members of the board of directors (supervisory board) of the company.

7. If, in the presence of the conditions provided for in paragraph one of clause 5 of this article, a decision on the issue of early termination of the powers of the sole executive body of the company is not made by the board of directors (supervisory board) of the company at two consecutive meetings of the board of directors (supervisory board) of the company , companies that disclose information in accordance with the legislation of the Russian Federation on securities are required to disclose information about the failure to make such a decision in the manner prescribed by the legislation of the Russian Federation on securities, and other companies are required to notify shareholders of the failure to make such a decision in the manner provided for by this Federal law for notification of a general meeting of shareholders. Such a notice is sent to shareholders or, if the company's charter specifies a printed publication for publishing notices of the general meeting of shareholders, it is published in this printed publication no later than 15 days from the date of the second meeting of the board of directors (supervisory board) of the company, the agenda of which included the issue on the early termination of the powers of the sole executive body of the company and at which the decision on the early termination of the powers of such a body was not made. The list of shareholders of the company to whom the notification is sent is compiled on the basis of data from the register of owners of the company's securities as of the date of the second meeting of the board of directors (supervisory board) of the company, at which a decision was not made on the early termination of the powers of the sole executive body of the company. At the same time, if a nominal holder of shares is registered in the register of owners of the company's securities, a notification is sent to the nominal holder of shares for distribution to the persons in whose interests he owns shares of the company.

Shareholders or a shareholder have the right to submit a request to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company within 20 days from the moment the company’s obligation to disclose the specified information arises.

Within five days from the date of expiration of the period provided for by this paragraph for the presentation by shareholders or a shareholder of a request to convene an extraordinary general meeting of shareholders, the board of directors (supervisory board) of the company is obliged to make a decision on convening an extraordinary general meeting of shareholders in accordance with Article 55 of this Federal Law, if by the specified date these requirements have been received from shareholders or a shareholder owning at least 10 percent of the company's voting shares. If two or more demands are made to convene an extraordinary general meeting of shareholders to resolve the issue of early termination of the powers of the sole executive body of the company, the board of directors (supervisory board) of the company in accordance with this paragraph makes a decision to convene one extraordinary general meeting of shareholders.

The decision to convene an extraordinary general meeting of shareholders is made by the board of directors (supervisory board) of the company by a majority vote of the members of the board of directors (supervisory board) of the company taking part in the meeting, and in the presence of a quorum of half the number of elected members of the board of directors (supervisory board) of the company.

8. The convening of an extraordinary general meeting of shareholders on the grounds specified in paragraphs 6 and this article is carried out by decision of the board of directors (supervisory board) of the company in the manner prescribed by Article 55 of this Federal Law.

The inclusion of issues on the agenda of the said general meeting of shareholders and the nomination of candidates to the executive bodies of the company in this case are carried out in the manner established by Article 53 of this Federal Law.

The wording of the issue to be included in the agenda of the general meeting of shareholders convened on the grounds specified in paragraphs 6 and this article and the issue previously included in the agenda of the meeting of the board of directors (supervisory board) of the company should not differ.

If the issue of the formation of the sole executive body of the company or the early termination of its powers in the cases provided for in paragraphs 6 and this article is submitted to the decision of the general meeting of shareholders, the agenda of such general meeting of shareholders must include the issue of early termination of the powers of members of the board of directors ( supervisory board) of the company and on the election of a new composition of the board of directors (supervisory board) of the company.

9. If, within the period established by this Federal Law, the board of directors (supervisory board) of the company does not make a decision to convene an extraordinary general meeting of shareholders at the request of the persons specified in paragraphs 6 and this article, or a decision is made to refuse to convene it, the extraordinary general meeting of shareholders may be convened in accordance with paragraph 8 of Article 55 of this Federal Law.

Judicial practice under Article 69 of the Federal Law of December 26, 1995 No. 208-FZ

Determination of April 2, 2019 in case No. A65-10852/2018

Supreme Court of the Russian Federation

The courts of appeal and the district agreed, having examined and assessed the evidence presented in the case materials according to the rules of Chapter 7 of the Code, guided by the provisions of Articles 47, 48,65, 69 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint Stock Companies” (hereinafter referred to as the Law on joint stock companies), and taking into account the explanations set out in paragraph 27 of the resolution of the Plenum of the Supreme Arbitration...

Resolution of October 29, 2018 in case No. A05-10333/2017

Arbitration Court of the Arkhangelsk Region (AC of the Arkhangelsk Region)

Partially satisfied by the court of first instance. The Board of Appeal finds no reason to disagree with the judicial act adopted in the case due to the following. In accordance with Article 69 of the Federal Law of December 26, 1995 No. 208-FZ “On Joint-Stock Companies” (hereinafter referred to as Law No. 208-FZ), the management of the current activities of the company is carried out by the sole executive body of the company (director, general director) ...

Law 208-FZ “On Joint-Stock Companies” was recently supplemented with several rules relating to the right to pre-emptive acquisition of shares, repurchase of securities and organization of meetings.

Main founding document JSC is a charter. It may provide for the possibility of participation in the management of public legal entities: that is, the Russian Federation, its subject or municipality.

This special right received the name “golden share”.

A joint stock company may be voluntarily reorganized by any of possible ways with the introduction of appropriate changes to the Unified State Register of Legal Entities:

• merger;
• accession;
• division;
• allocation;
• transformation.

Shares and other securities

The right of a participant to claim against the company is confirmed by securities. The most important of these will be shares.

Their total value determines the size of the company's authorized capital. Its minimum amount for a public joint-stock company is 100,000 rubles. Shares can be:

• ordinary and privileged;
• whole and fractional.

Owners ordinary shares can participate in the general meeting and vote on issues submitted to it, thereby participating in the management of the company.

Preferred shares (an example of this type of securities can be clearly seen in joint-stock companies, for example) do not provide voting rights. But it is assigned according to them larger size dividends, which are paid first.

Preferred shares can be converted into ordinary shares, but the reverse process is not possible.

In addition to shares, the company has the right to issue other securities, in particular bonds.

Repayment of such obligations is made in cash or in shares (conversion). This possibility must be provided for in the release decision.

The share gives the right to receive part of the company's profit - . They may be paid once a year or more frequently, such as quarterly.

The decision on this is made by the general meeting. The amount of payments is proposed by the board of directors based on the profit received.

Dividends will be transferred to the shareholder's account in non-cash form.

Securities may be sold or otherwise change hands.

Any changes are reflected in the register of shareholders, which is maintained by entity obliges the law.

A person’s right to shares is confirmed by an extract, which in itself is not a security.

JSC management bodies and their competence

A large joint stock company may include up to several hundred thousand shareholders.

In addition, their composition is constantly changing. Therefore, governing bodies are necessary to conduct commercial activities. According to the law, they are:

• general meeting;
• Board of Directors;
• board (directorate);
• auditor and auditor.

General meeting

The General Meeting of Shareholders is main body management. It is held annually, and if necessary, it can be convened extraordinary.

The competence of the general meeting includes making decisions on issues such as:

• any changes to the charter;
• reorganization and liquidation;
• election of other governing bodies;
• approval of the number, value and type of shares;
• change in the size of the charter capital;
• dividend payment;
• approval of a number of transactions, etc.

Transferring the powers of the general meeting to other bodies is impossible. The same goes for the reverse process.

Each of the bodies makes decisions strictly within its competence.

The board of directors, or supervisory board, carries out general management of the company's affairs.

For small companies with fewer than 50 shareholders, the creation of such a body is not necessary.

Its powers are transferred to the general meeting. This is an exception to the general rule.

The Board of Directors has the following competence:

• determines the overall development strategy;
• convenes general meetings;
• places shares;
• issues recommendations on the value of shares, the amount of dividends, remuneration to the auditor, etc.;
• approves the annual report;
• approves major transactions;
• makes decisions on participation or withdrawal from other legal entities.

Executive bodies

The implementation of decisions of the board of directors and the general meeting can be managed by either a sole body - the general director, or a collegial body - the board.

In any case, he will be accountable to the board of directors and the general meeting. General Director does not have to be one of the shareholders.

Moreover, it may even be an organization to which these powers will be transferred by decision of the general meeting.

The director or board organizes the implementation of those decisions that were made by higher authorities. Operational management is within their competence.

If the company incurs losses due to the fault of the executive body, its members bear responsibility for this. It is established by civil law.

Latest version of the law: fundamental innovations

The latest edition contains more than two dozen changes. They relate to such important aspects of the JSC’s activities as:

• general meeting;
• right to pre-emptive acquisition of shares;
• repurchase of securities by the company at the request of shareholders.

Most of the amendments concern modern methods communications to inform society participants.

The law provides for the ability to send notifications about the time and place of a meeting by email and SMS.

This does not preclude the possibility of publishing advertisements in newspapers and on the society’s website.

Use modern means The shareholders themselves will be able to communicate. As of June 2016, they do not have to attend the meeting in person.

They may well take part using “information and communication technologies.” That is, in the format of a video call, webinar, conference, etc.

In the form of a file with an electronic digital signature (EDS), a shareholder can send a statement of desire to exercise the pre-emptive right to purchase shares.

But only if it is registered in the registry.

The second group of amendments is related to the timing of extraordinary meetings.

Thus, less time is allocated by law for their preparation, identification of potential participants, and notification of shareholders.

Moreover, in connection with the addition of new methods of communication, the address of the voting site and Email to send the newsletter.

Absentee participation is equivalent to full-time participation if the participant has registered (including on the website), submitted a completed ballot 2 days before the date of the meeting, otherwise notified the company of his vote through a nominee.

The lists of holders of the pre-emptive right to purchase shares have been clarified.

These include those shareholders whose names were on the lists on the date of the meeting where the issue of an additional issue was decided.

And those whose data was included in this list 10 days after the decision of the board of directors.

And the list of shareholders who have the right to demand the redemption of shares is compiled not before, but after the general meeting, taking into account the demands made by the participants.

The law also relieved the JSC of the need to provide various types of certificates and statements to potential participants in general meetings.

From now on, it is the responsibility of the registrar, who should be contacted.

These are, in brief, the main innovations in Law 208-FZ “On Joint-Stock Companies”.

Lawyer Live. Changes in the work of joint stock companies from July 1, 2016