Joint Stock Companies

By | August 29, 2011

Auditors and lawyers who provide legal services in support of transactions involving firms that were created before 1996 in the form of JSC and JSC, often find that they have so far not resulted in compliance with the Civil Code and the Law 'On Joint-Stock Companies' its founding documents. So enterprises need urgent legal assistance. Although these documents (JSC and JSC) are not considered legally null and void, it is better to bring them into correspondence, for example, registration authorities LLP has presented with the lawsuits of forced harmonization and even liquidation. OJSC Joint-Stock Company and also as the LLP can not speak the founder of the newly a legal entity. There may be obstacles in the reorganization or liquidation of a legal entity. In accordance with paragraph 1 of Art.

4 of the Federal Law 'On Joint Stock Companies',' full name in Russian society language must contain the full name of the company and an indication of the type of company (closed or open). Abbreviated name in Russian society must contain the full or abbreviated name company and the words "Closed Joint-Stock Company 'or' public company 'or the abbreviation' Company 'or' of '. Brand Name in Russian society can not contain other terms and abbreviations, reflecting its organizational form. " The authorized capital of 'old' firms can not be brought into compliance with the legislation in terms of authorized capital. In accordance with Art. 25 of the Law 'On Joint Stock Companies' minimum capital private limited company must be at least one hundred times the amount of the minimum wage (ie 10 000 rub.).

Another common grave violation: no mandatory registration of the shares if the stock company was established even before the first part of the Civil Code, Federal Law of 26 December 1995 N 208-FZ 'On Joint Stock Companies' and the Federal Law of 22 April 1996 N 39-FZ "On securities market". This is typical of the time error, despite the fact that, in accordance with applicable at this period the Regulation on the issue and circulation of securities and stock exchanges in the RSFSR, approved by the Government of the RSFSR of 28 December 1991 N 78, that registration is required (paragraph 6 of the Regulation). Particularly acute this problem became, after the adoption in 1996 of the Federal Law 'On Joint Stock societies'. In accordance with Articles 31 and 32 of the Federal Law 'On Joint Stock Companies' shareholder recognizes the owner of the shares. As book-entry share issued security that provides its owner with the appropriate scope of rights becomes so only after state registration of the shares. Therefore, there is serious doubt that the founders of the company, do not become the legal owners of the shares entitled to exercise rights shareholder under the law. This, in turn, casts doubt on all decisions taken such shareholders at their general meetings, as to attend the general meeting of shareholders may only shareholder – the owner legally released into the action. In this case the conduct of accounting authorized capital of MF. 80 also should be reflected in the amount prescribed in the constituent documents.


Comments are closed.