An open and closed joint stock company is what it is. What is the difference?
Large enterprises operate in the form of joint-stock companies. This is due to the need to concentrate a large amount of capital for such a company to carry out its activities. Share capital forms authorized capital. It is these funds at the initial stages of the organization’s operation that allow us to solve production problems.
There are several forms of work of large companies. Open andClosed Joint Stock Company isThe most common varieties of such organizations. The further work of the enterprise depends on the right choice of one form or another.
The concept of a joint stock company
Open and Ufa, St. Petersburg and any other city in our country is a legal entity. Its authorized capital is formed at the expense of participants.
In order to determine how much of their savings the founder has contributed to the company's fund, special documents are issued. This is a stock.Such securities allow you to indicate how much the participant contributed his funds, as well as what share of the profit he claims at the end of the reporting period.
Process of creation
Open andClosed Joint Stock Company ischaracteristic forms of organization of management of medium and large businesses. To obtain such status, a legal entity must go through the registration procedure at the tax inspectorate.
In order to fix the organization of a new company, it will be necessary to fill out an application on an established model, to provide a decision of the participants to create the submitted organization, as well as documentation on the issue and registration (emission) of securities (shares). Before contacting the tax authorities, the company should develop a charter. This is her main document. It clearly indicates the number, nominal value of shares, as well as the rules for their distribution and circulation.
Who are the shareholders?
Open and closed joint stock companyhas several similar characteristics. In both forms of organization, share capital is formed by issuing shares. The founders and participants of the company own these securities.It is the shareholders who decide on the main activities of their enterprise. This happens at the annual meeting. Shareholders make decisions by voting. The greater the number of shares owned by the founder, the greater the weight has his voice.
Meetings can be extraordinary and annual. In the process of holding such an event, shareholders consider a report on the results of the company's work in the past period.
Based on the information received, the shareholders decide on the appropriateness of the distribution of profits among all participants. If necessary, part or all of the net profit is directed to the development of the company. The rest of the funds are taxed and distributed among the participants. This takes into account the share of each of them in the statutory fund.
1 closed joint stock company appeared in the early 90s, after the collapse of the Soviet Union. This wording is not used today. However, for a correct understanding of the essence should consider the general concept of this phenomenon.
A company is a form of commercial activity in which share capital is formed from shares. A feature of such securities is the restriction on their distribution.Only founders can own shares of a company. These are individuals who initially contributed their temporarily free funds to the company's authorized capital.
Such owners are not allowed to sell their shares freely. If for some reason the owner of the shares wants to leave the organization, he must inform all the other members of the meeting. Further its shares are distributed between them. If none of the participants wants to purchase securities, they are distributed outside the organization. Today, this form of operation of the company is called non-public.
Shareholders of a closed joint stock companyIt is forbidden to sell their securities freely. Therefore, there are few such founders in such an organization. An open type company (OAO) is a business entity whose shares are freely quoted on the stock market.
Such organizations during the issue of securities freely distribute them between buyers. In this case, the owners can be very much. They have the right to freely transfer their shares to other owners.At the same time, it is not necessary to inform the meeting of shareholders.
This form of business organization is typical for the largest enterprises. Today it is called public. This means that the organization freely distributes and sells its shares. Terms of their circulation are regulated by law. Public society and JSC are one and the same concept.
Number of participants
Closed Joint Stock Companymay differ from public organizations by the number of founders. In this form of business organization, no more than 50 owners can simultaneously own securities. They can be exclusively individuals. If it is necessary to expand the circle of owners beyond the established limits, the company should be disbanded and transferred to the form of JSC This procedure must be completed within a year.
Public organizations have the right to distribute their securities among an unlimited number of buyers. In this case, the shares are freely listed on the stock exchange, forming the market value of the company's capital.
Closed Joint Stock Companywhen creating, it requires the participants to contribute a certain amount of funds to the authorized capital. She can not be less than 100 minimum salaries established on the date of registration of the company.
Therefore, this form of functioning of enterprises is typical for medium-sized businesses. Large enterprises are organized in the form of JSC. Their share capital should not be less than a thousand times the minimum salary. Therefore, this form of management practically does not occur among medium-sized enterprises.
Provision of information
Shares of closed joint stock companiesDo not circulate in the stock market. Non-public organizations for this reason are not obliged to post information about the results of their activities openly. In this case, all information on profitability, stability, liquidity, etc., is provided only to employees of the audit service.
Open joint stock companies are obliged to provide the established reporting forms to the mass media annually. This allows all interested parties to familiarize themselves with the performance and effectiveness of the organization’s activities in the past period.Such information may be of interest to shareholders, investors, governing bodies.
The closed nature of a non-public company can be a negative factor for the development of such a company. Investors prefer to invest in stable, reliable organizations. Before making such a decision, they necessarily assess their risks. If the owner of temporarily free funds cannot study the main indicators of the company's activity, he will not dare to invest his capital in it. Therefore, the financing of open public organizations is more often carried out by outside investors. This opens up new vistas for such companies.
The legislation provides for the level of responsibility of the founders and participants of a joint-stock company of various organizational forms. Their rights in case of liquidation of the company are also stipulated.
Responsibility of a closed joint stock companyand public organization is limited solely to the value of their securities. If necessary, pay off their debts with creditors, participants of the organization do not have to answer with all their property.When a company is liquidated after all debts have been paid, each owner of the securities claims for a part of the organization’s assets according to his degree of participation in the authorized capital.
If bankruptcy happens through the fault of a certain person, for example, a group of shareholders or a hired director, the increased responsibility of such persons is provided for. It arises if the company does not have the funds to pay its debts in full. In this case, the perpetrators bear subsidiary liability.
Closed Joint-Stock Company, Managementwhich performs a limited circle of persons, has a few more features. They arise in the case when a part of the company's shares is owned by the state.
The founders of companies in some cases may be the governing bodies of the country. The state most often owns such type of financial instruments as “golden” shares. This type of securities gives the right to the governing bodies of various levels of subordination in cases specified by law to intervene in the course of the organization’s strategic decisions.
If part of the company's shares belongs to the state, it can only be an open public organization. The governing bodies cannot own shares of a closed society.Information on all enterprises in which the state participates should be publicly posted. This fact excludes the possibility of ownership of shares of the company by the governing bodies.
Change of organization form
CJSC (Closed Joint-Stock Company)can change the shape of their organization. Public enterprise may also become non-public. For this purpose, it is intended to carry out a certain registration and reorganization procedure. At the same time, the amount of the authorized capital funds, as well as the obligations and rights of the owners of securities, are subject to change.
In the case when the authorized capital of a closed society has declined and ceased to respond to the statutory level, the reorganization is carried out. In this case, the company can continue its activities, but in the form of a limited liability company. When her own capital reaches the level of 1000 minimum salaries, a non-public company can become an open joint-stock company. In this case, new prospects are opening up for its development, for attracting investment capital.
Reorganized can and JSC. In this case, the company can go into the form of a non-public organization. Such decisions are made by the shareholders meeting.These financial statements confirm the need for such a procedure.
Closed Joint Stock Company isspecific form of functioning of the enterprise. In order for OJSC to become a closed joint-stock company, it is unacceptable to carry out a conversion procedure The company is reorganized first. In this case, the board of directors should prepare the relevant documentation.
A draft is being drawn up. It consists of several required points. They clearly describe the procedure for the reorganization process. Shares are subject to exchange for new securities. In this case, all the conditions of the emission are fulfilled, which correspond to the form of economic activity being created.
In the process of reorganization, a detailed list of the company's property is compiled. It will be transferred to a new society. At the meeting of shareholders the size of the fund is established, new managers are appointed. In the state registration authorities recorded the fact of termination of the activities of the old company. After that, a new organization is created.
Open andClosed Joint Stock Company isThe most common forms of management in the structure of medium and large businesses.The right choice allows the company to function in accordance with its capabilities and market share.