How does JSC differ from JSC? Reorganization of JSC into JSC

In the modern economy of the Russian Federation there are several forms of activity of business entities. Each company chooses which one to choose for organizing its activities. Joint-stock companies have a number of features. Such organizations are usually divided into open and closed varieties.

In order not to be confused in terms, it is necessary to understand the abbreviations. Closed (CJSC) and open (JSC) joint-stock company have a number of organizational differences. The first form of business entities was renamed now JSC - joint-stock company. But it means a closed type.

What makes AO different from JSC is a very interesting question. This causes a number of features of the functioning of enterprises. Companies have the opportunity to reorganize the company and create an AO instead of an open joint stock company. This is necessary for a number of reasons. How this happens, and also why it is needed, should be considered in more detail.

What is a joint-stock company?

To understand the difference between JSCs and JSC, it is necessary to consider this form of economic activity in a general sense. This organization is formed by several founders. The authorized capital is formed from a certain number of shares, which are distributed among the owners. They are emitted when the company is created. And at once the number of securities, their nominal value is stipulated. The rules for their distribution indicate the type of organization of the enterprise.

These securities share their owners with certain rights. For the fact that the shareholder contributed to the statutory fund a certain amount of his funds (it is fixed by the share) at the end of the reporting period to receive the corresponding part of the net profit. This compensation corresponds to the share of the owner of securities in the total authorized capital. This shareholder's income is called dividends.

The owner also has the right to take part in voting in the process of making important decisions for the company, as well as to receive part of the property in the event of its liquidation.

Rights and obligations of shareholders

Studying how the JSC differs from the JSC, it is necessary to pay attention to the rights and obligations of the shareholders. They are limited by certain legislative frameworks. Their liability is limited only by the value of securities.

The risk of loss does not extend to all property of the owners. But if in the case of bankruptcy of the enterprise was established fault, for example, the hired director, a certain group of shareholders, then they bear an increased responsibility. If the company does not have enough funds to pay off its debts, the guilty persons may be liable for subsidiary responsibility.

Shareholders can also bear joint and several liability if the statutory fund of an enterprise consists of a certain part of unpaid securities.

All decisions are taken at the shareholders' meeting. The right to vote has the same weight as the shareholder has. If he has 50% + 1 share, this enterprise is managed by one individual or legal entity.

Distinctive features

The company is organized as a joint-stock company, if the number of shareholders does not exceed 50 people. This form is typical for medium-sized businesses. The difference between JSC and JSC is primarily in the way shares are distributed.

In a closed JSC, they are purchased by a limited number of persons. The statutory fund in this case is less than 100 times the minimum wage (SMIC).

In JSC, the number of shareholders is unlimited. This form of management is peculiar to big business. Securities are sold through free sale. Information about the state of the company, its financial activities in this case is provided publicly.

The shares are on sale in the stock market. The amount of the authorized capital in this case is at least 1000 minimum monthly wages.

Principal differences

The difference between JSC and JSC is quite substantial. First of all, the approach to selling shares is fundamentally different. If the joint-stock company decides to sell part of the securities, consent of all shareholders will be required. And they have an advantage when buying. OJSC also sells shares freely, without notice to other participants. Therefore, the number of holders of securities is not limited.

The JSC does not place its financial statements in the public domain. OJSC is obliged to provide such information openly. This gives an opportunity for everyone to evaluate the result of the company's activities. For this reason, investors are much more likely to provide their temporarily free funds to open-type organizations. ZAO does not expand to the level of large business.

The state as a founder

In order to understand what AO is different from JSC, it is necessary to consider the case when a state owns a part of the shares. The founders of the company can be the governing bodies of the RF of various levels of subordination.

In this case, the organization can only be an open type of issue. Information on the results of the activities of such an enterprise is compulsorily placed publicly. If a part of the shares are owned by the subjects of the governing bodies of the Russian Federation, its municipal organizations, the formation of the JSC is categorically prohibited.

This is another significant difference between the two forms of management. The shares are publicly traded, listed on the stock market.

Reorganization

For certain reasons, it may be necessary to reorganize the JSC into JSCs. This transformation can also be carried out in the opposite direction. In this case, the volume of authorized capital varies, as well as the rights and obligations of securities owners.

If the company's charter capital does not exceed 1000 minimum monthly wages, it is necessary to prepare documents for reorganization. This provides a number of advantages to the enterprise. But the reduction of own sources leads to a decrease in production.

This is a negative trend, but with a significant drop in sales, the market value of the company's shares, this is a necessary measure to prevent bankruptcy. They are very serious about the reorganization process. The decision to change the form of management is adopted at the shareholders' meeting on the basis of the results of financial statements.

Preparation of documents

In the process of changing the form of management open to the closed joint-stock company, there is no conversion. JSC in JSC can only be reorganized. If there is a need, the board of directors prepares the necessary documentation.

For this, a draft is drawn up, which includes a number of mandatory items. The management of the company in this document discloses the procedure and conditions for the reorganization. Further, the process of exchanging shares of the old company for deposits, securities of the new organization is specified.

Creating a new society

The circle of persons between whom new securities are distributed does not exceed 50 people. A full list of property is also drawn up, which is transferred to the ownership of the reorganized JSC.

The shareholders' meeting approves the size of the statutory fund, appoints the managers of the new company. Further, the state registration authorities establish the fact of the termination of the existence of an open society of shareholders, and then a new closed organization is created. This will allow the company to function in accordance with the occupied part of the market. In the process of this action, the relevant documentation is recorded.

Required Documentation

There is a significant difference between the newly created and reorganized enterprise. The main document denoting the difference between these two organizational forms of companies is the succession. This document is a transfer certificate or separation balance sheet. It depends on the form of the reorganization itself.

Re-registration of JSC in JSC requires the collection of a certain list of documents. If shares are distributed between individuals, it is necessary to provide the commission with copies of passports, identification codes. If the owner of securities is a legal entity, a copy of its registration documentation will be required.

Further, data on the receipt of funds or property of shareholders are being prepared. After that, the type of activity of the company is determined. She is assigned the appropriate OKVED codes. In order for an organization to assign a legal address, it is necessary to provide a lease. If it does not exist, the representatives of the commission go to the location of the main production capacities of the enterprise. She is assigned a legal address.

What does reorganization do?

The change of JSC to AO entails significant changes for the organization. First of all, the balance currency is significantly reduced. With the decline of its own financial sources, the investment rating falls.

A smaller number of loans will attract society. It has the right not to publish publicly the results of its activities, but it also repels investors. All property shares are fixed in the IFTS database. Desiring to sell its securities, the owner in writing notifies the other shareholders of his decision.

If they do not agree to buy shares, they can be sold to a new owner. The documentation collected during the creation of the company is subject to change. New data are added to it. This is a longer process.

Having considered, than JSC differs from JSC, it is necessary to note a number of advantages of each business form. Depending on the volume of business, choose one or another type of object. This allows companies to organize their activities most effectively. In constantly changing market conditions, it is possible to reorganize JSC into JSC and vice versa. In some cases, this is a necessary measure, without which you can not do.